Impact Biomedical Inc. Files S-1/A Amendment

Ticker: IBO · Form: S-1/A · Filed: Jun 11, 2024 · CIK: 1834105

Impact Biomedical Inc. S-1/A Filing Summary
FieldDetail
CompanyImpact Biomedical Inc. (IBO)
Form TypeS-1/A
Filed DateJun 11, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$3.00, $5.00, $6.48, $46,868,000, $1,000
Sentimentneutral

Sentiment: neutral

Topics: sec-filing, s-1/a, biotech, pharmaceutical

TL;DR

Impact Biomedical Inc. just updated its S-1/A filing. Check financials for 2021-2023 and Q1 2024.

AI Summary

Impact Biomedical Inc. filed an S-1/A amendment on June 11, 2024, detailing its financial status. The company, incorporated in Nevada with its principal executive offices in Houston, TX, operates in the Pharmaceutical Preparations sector. The filing includes financial data for the periods ending December 31, 2021, 2022, and 2023, as well as the first quarter of 2024.

Why It Matters

This S-1/A filing provides updated information for investors and the public regarding Impact Biomedical Inc.'s financial condition and corporate structure, crucial for understanding its current operational status and future prospects.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it indicates a company is in the process of registering securities, which can involve significant financial and regulatory risks for investors.

Key Numbers

  • 2021-2023 — Fiscal Years (Periods for which financial data is presented)
  • Q1 2024 — Quarter (Most recent interim financial period included)

Key Players & Entities

  • Impact Biomedical Inc. (company) — Filer of the S-1/A amendment
  • 20240611 (date) — Date of filing
  • 333-275062 (other) — SEC file number
  • 0001834105 (other) — Central Index Key
  • 1400 Broadfield Blvd., Suite 130, Houston, TX 77084 (address) — Business and mailing address

FAQ

What is the primary purpose of this S-1/A filing for Impact Biomedical Inc.?

The S-1/A filing is an amendment to a registration statement, typically used by companies to update information or provide new details related to the offering or ongoing reporting requirements.

What industry does Impact Biomedical Inc. operate in?

Impact Biomedical Inc. operates in the Pharmaceutical Preparations sector, as indicated by its Standard Industrial Classification (SIC) code 2834.

When was this specific amendment filed with the SEC?

This amendment (0001493152-24-023488) was filed on June 11, 2024.

What are the key financial periods covered in the filing?

The filing references financial data for the fiscal years ending December 31, 2021, 2022, and 2023, as well as the first quarter of 2024.

Where is Impact Biomedical Inc. headquartered?

Impact Biomedical Inc.'s business and mailing address is listed as 1400 Broadfield Blvd., Suite 130, Houston, TX 77084.

Filing Stats: 4,415 words · 18 min read · ~15 pages · Grade level 14.3 · Accepted 2024-06-11 16:56:00

Key Financial Figures

  • $3.00 — ice of our common stock will be between $3.00 and $5.00 per share. No public market
  • $5.00 — common stock will be between $3.00 and $5.00 per share. No public market currently
  • $6.48 — he DSS Common Stock nominally valued at $6.48 per share, and 46,868 newly issued shar
  • $46,868,000 — eferred Stock"), with a stated value of $46,868,000, or $1,000 per share, for a total consi
  • $1,000 — with a stated value of $46,868,000, or $1,000 per share, for a total consideration va
  • $50 million — re, for a total consideration valued at $50 million. Due to several factors, including a di
  • $35,187,000 — tock was discounted from $46,868,000 to $35,187,000, thus reducing the final consideration
  • $38,319,000 — al consideration given to approximately $38,319,000. The Company's former Chairman, Heng Fa
  • $22,260,000 — These have been valued at approximately $22,260,000 and $3,910,000, respectively, and are i
  • $3,910,000 — valued at approximately $22,260,000 and $3,910,000, respectively, and are included on the
  • $1,113,000 — with annual amortization approximating $1,113,000. The Company has also completed its val
  • $25,093,000 — has recorded goodwill of approximately $25,093,000, driven by other intangible assets that
  • $5,234,000 — deferred tax liability of approximately $5,234,000. The goodwill is not deductible for tax
  • $1 — common stock at the per share price of $1.00, with an option to purchase 1,500,00
  • $1.00 — tional shares at the per share price of $1.00. This option will terminate upon one of

Filing Documents

DILUTION

DILUTION 24 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 25 DESCRIPTION OF BUSINESS 35 MANAGEMENT AND BOARD OF DIRECTORS 43 EXECUTIVE COMPENSATION 47 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 48 SECURITY 53 DESCRIPTION OF OUR CAPITAL STOCK 54 SHARES ELIGIBLE FOR FUTURE RESALE 57

UNDERWRITING

UNDERWRITING 62 EXPERTS 66 LEGAL MATTERS 66 CHANGE IN AUDITOR 67 WHERE YOU CAN FIND ADDITIONAL INFORMATION 67 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. For investors outside the United States: Neither we nor the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States. The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. Neithe

Business

Business Overview Impact Biomedical Inc. ("IBIO") is a subsidiary of DSS, Inc ("DSS"; NYSE: DSS). IBIO discovers, confirms, and patents unique science and technologies which can be developed into new offerings in human healthcare and wellness in collaboration with external partners through licensing, co-development, joint ventures, and other relationships. Currently, our operations are conducted, and our assets are owned through our principal subsidiaries: (i) Global BioLife, Inc. ("Global BioLife"), which was incorporated on April 14, 2017, (ii) Impact BioLife Science ("Impact BioLife"), which was incorporated on August 28, 2020, (iii) Global BioMedical, Inc. ("Global BioMedical"), which was incorporated on April 18, 2017, and (iv) Sweet Sense, Inc. ("Sweet Sense"), which was incorporated on April 30, 2018. By leveraging technology and new science with strategic partnerships, we provide advances in biopharmaceuticals and over the counter direct to consumer wellness offerings, and drug discovery for the prevention, inhibition, and treatment of neurological, oncology and immuno-related diseases. In addition to our existing efforts, we continually search for and evaluate other potential new offerings to add to our portfolio. Our business model includes partnering and potentially direct sales for commercialization and distribution. Potential licensors and development partners include pharmaceutical, consumer packaged goods companies and others, who would commercialize IBIO technologies in exchange for milestone, and royalty licensing payments. Below is a list of our principal subsidiaries: Impact BioLife Science, Inc.; Global Biomedical, Inc.; Global BioLife, Inc.; and Sweet Sense, Inc. Impact BioLife Science, Inc . We are the sole owner of the outstanding equity of Impact BioLife Science, Inc. Global Biomedical, Inc. We own 90.9% of Global Biomedical, Inc.'s outstanding equity. Global BioLife, Inc . Through our majority owned subsidiary Global

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