Impact BioMedical Sets Nov. 5 Shareholder Meeting; Board Seeks Re-election

TL;DR

**IBO's upcoming shareholder meeting is a rubber stamp for the current board and auditor, but the 'say-on-pay' vote is a key signal for executive accountability.**

AI Summary

IMPACT BIOMEDICAL INC. (IBO) is holding its 2025 Annual Meeting of Stockholders on November 5, 2025, to elect 8 director nominees, ratify Grassi & Co. Certified Public Accountants, P.C. as its independent auditor for fiscal year 2025, and conduct an advisory vote on executive compensation. The Board of Directors recommends a 'FOR' vote on all proposals. Audit fees for Grassi & Co. were approximately $60,000 for the fiscal year ended December 31, 2024, with anticipated fees for 2025 ranging from $40,000 to $85,000. Tax fees paid to Greendyke, Jencik & Associates CPA’s, PLLC for 2024 were approximately $2,000. Frank D. Heuszel, 69, serves as Chief Executive Officer and Executive Chairman, having resigned from DSS, Inc. on September 15, 2025, to focus on Impact BioMedical. DSS BioHealth Securities, Inc., a wholly-owned subsidiary of DSS, Inc., holds approximately 83.35% of the voting shares, including 100% of the Company's Series A Convertible Preferred Stock, totaling 60,496,041 shares.

Why It Matters

This DEF 14A filing outlines key governance decisions for IMPACT BIOMEDICAL INC., directly impacting investor confidence and strategic direction. The election of 8 directors, including CEO Frank D. Heuszel, will shape the company's leadership and future initiatives in the competitive biomedical sector. Ratifying Grassi & Co. as auditors ensures financial oversight, crucial for maintaining transparency and investor trust. The advisory vote on executive compensation provides a gauge of shareholder sentiment regarding management's pay, which can influence employee morale and retention in a talent-driven industry.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director elections and auditor ratification, which are standard for public companies. There are no indications of significant financial distress, regulatory non-compliance, or major strategic shifts that would introduce high risk. The company is seeking approval for its current operational structure and oversight.

Analyst Insight

Investors should review the biographies of the 8 director nominees to understand the leadership's experience and potential strategic direction. While the auditor ratification and executive compensation vote are advisory, a strong 'FOR' vote indicates shareholder confidence, which could be a positive signal for IBO's stability.

Key Numbers

• $60,000 — Audit fees for Grassi & Co. (for fiscal year ended December 31, 2024)
• $40,000 — Anticipated low-end audit fees for Grassi & Co. (for fiscal year ending December 31, 2025)
• $85,000 — Anticipated high-end audit fees for Grassi & Co. (for fiscal year ending December 31, 2025)
• $2,000 — Tax fees for Greendyke, Jencik & Associates CPA’s, PLLC (for fiscal year ended December 31, 2024)
• 83.35% — Voting shares owned by DSS BioHealth Securities, Inc. (includes 100% of Series A Convertible Preferred Stock)
• 12,185,412 — Shares of Common Stock outstanding (on Record Date September 8, 2025)
• 60,496,041 — Shares of Series A Convertible Preferred Stock (owned by DSS BioHealth Securities, Inc.)
• 8 — Number of director nominees (to be elected at the Annual Meeting)
• 69 — Age of Frank D. Heuszel (Chief Executive Officer and Director)
• 2025-09-08 — Record Date (for stockholders entitled to vote)

Key Players & Entities

• IMPACT BIOMEDICAL INC. (company) — Registrant
• Frank D. Heuszel (person) — Chief Executive Officer and Executive Chairman
• Grassi & Co. Certified Public Accountants, P.C. (company) — Independent registered public accounting firm
• DSS BioHealth Securities, Inc. (company) — Wholly owned subsidiary of DSS, Inc. and major shareholder
• DSS, Inc. (company) — Parent company of major shareholder
• Greendyke, Jencik & Associates CPA’s, PLLC (company) — Principal tax accountant
• Darrin M. Ocasio, Esq. (person) — Legal counsel from Sichenzia Ross Ference Carmel, LLP
• Jason Grady (person) — Director nominee
• Dr. Elise Brownell (person) — Director nominee
• Melissa Sims (person) — Director nominee

FAQ

Industry Context

Impact BioMedical Inc. operates within the biotechnology and healthcare sector, which is characterized by significant research and development costs, lengthy regulatory approval processes, and intense competition. Companies in this space often rely on innovation and intellectual property to drive growth and market share. The sector is also subject to evolving healthcare policies and reimbursement landscapes.

Regulatory Implications

As a publicly traded company, Impact BioMedical Inc. is subject to SEC regulations, including timely filing of disclosures like this DEF 14A. The company must also comply with accounting standards and potentially FDA regulations if its products are in development or on the market. Any missteps in financial reporting or product development could lead to regulatory scrutiny and penalties.

What Investors Should Do

1. Review director nominees and vote FOR their election.
2. Vote FOR the ratification of Grassi & Co. as the independent auditor.
3. Consider the advisory vote on executive compensation.
4. Note the significant voting control held by DSS BioHealth Securities, Inc. (83.35%).

Key Dates

• 2025-11-05: 2025 Annual Meeting of Stockholders — To elect 8 director nominees, ratify independent auditor, and conduct an advisory vote on executive compensation.
• 2025-09-25: Proxy Statement and form of proxy first provided to stockholders — Marks the beginning of the proxy solicitation period for the annual meeting.
• 2025-09-08: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies that are soliciting shareholder votes. (This document contains the information being analyzed, detailing the agenda for the annual meeting and related proposals.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This is the primary document for the annual meeting, outlining proposals and providing background information for shareholders.)

Independent Registered Public Accounting Firm

An external accounting firm hired by a company to audit its financial statements and provide assurance on their accuracy. (The ratification of Grassi & Co. as the independent auditor for fiscal year 2025 is a key proposal at the meeting.)

Advisory Vote on Executive Compensation

A non-binding shareholder vote on the compensation of the company's top executives, often referred to as a 'say-on-pay' vote. (Shareholders will have the opportunity to express their opinion on the company's executive compensation practices.)

Series A Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of shares of common stock. (DSS BioHealth Securities, Inc. holds 100% of this stock, which contributes to its significant voting power.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting. Specific comparative financial metrics from a prior DEF 14A filing are not detailed within this document. However, the information provided for the fiscal year ended December 31, 2024, regarding audit fees ($60,000) and anticipated fees for 2025 ($40,000-$85,000) suggests potential variability in audit costs. The significant ownership stake by DSS BioHealth Securities, Inc. (83.35%) is a consistent structural element.

Key Financial Figures

• $0.001 — holders of our common stock, par value $0.001 per share (the “Common Stock&rdqu
• $60,000 — d December 31, 2024, were approximately $60,000. The anticipated fees associated with t
• $40,000 — 31, 2025, is expected to range between $40,000 and $85,000. Tax Fees The aggregate
• $85,000 — s expected to range between $40,000 and $85,000. Tax Fees The aggregate fees billed
• $2,000 — ed December 31, 2024, was approximately $2,000. All Other Fees There were no other

Filing Documents

• formdef14a.htm (DEF 14A) — 296KB
• proxycard_001.jpg (GRAPHIC) — 784KB
• proxycard_002.jpg (GRAPHIC) — 488KB
• 0001493152-25-014484.txt ( ) — 2047KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 13 Summary Compensation Table 13 Employment and Severance Agreements 13 Outstanding Equity Awards at Fiscal Year-End 14

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 14 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE AND RELATED PERSON TRANSACTIONS 16 Section 16(a) Beneficial Ownership Reporting Compliance 16 Transactions with Related Persons 16 Review, Approval or Ratification of Transactions with Related Persons 17 AUDIT COMMITTEE REPORT 17 ANNUAL REPORT 17 STOCKHOLDER PROPOSALS 18 SOLICITATION OF PROXIES 19 OTHER BUSINESS 20 AVAILABLE INFORMATION 20 IMPACT BIOMEDICAL INC. 1400 BROADFIELD BLVD., SUITE 130 HOUSTON, TX 77084 PROXY ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 5, 2025 Date, Time and Place We are furnishing this proxy statement (the “Proxy Statement”) to the holders of our common stock, par value $0.001 per share (the “Common Stock”), in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Impact BioMedical Inc. (together with its consolidated subsidiaries (unless the context otherwise requires), referred to herein as “Impact,” “we,” “us,” “our” or the “Company”) for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 10:00 a.m. eastern time at 1400 Broadfield Blvd., Suite 130, Houston, TX 77084, on Wednesday, November 5, 2025, and any adjournment thereof. Matters to be Considered The Annual Meeting will be held for the following purposes: 1. Director Nomination: To elect 8 director nominees to serve until the next annual meeting of stockholders; 2. Auditor Ratification: To ratify the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025; 3. Advisory Vote on Executive Compensation: To provide an advisory vote to approve executive compensation . As

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View this DEF 14A filing on SEC EDGAR