Impact Biomedical Inc. Files S-1/A Amendment

TL;DR

IMPACT BIOMEDICAL INC. FILED AN S-1/A AMENDMENT ON 8/20/24 WITH FINANCIALS.

AI Summary

Impact Biomedical Inc. filed an S-1/A amendment on August 20, 2024. The filing provides financial data for the periods ending June 30, 2024, December 31, 2023, and December 31, 2022. Specific financial figures like common stock, preferred stock, additional paid-in capital, retained earnings, and noncontrolling interest are detailed for these periods.

Why It Matters

This S-1/A filing provides updated financial information for Impact Biomedical Inc., crucial for investors to assess the company's financial health and performance.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is preparing for significant corporate actions like an IPO or offering, which inherently carry market and execution risks.

Key Numbers

• 2024-06-30 — Reporting Period End (Latest interim financial data provided)
• 2023-12-31 — Fiscal Year End (Previous full fiscal year financial data)
• 2022-12-31 — Fiscal Year End (Prior full fiscal year financial data)

Key Players & Entities

• Impact Biomedical Inc. (company) — Filer of the S-1/A amendment
• 20240820 (date) — Date of filing
• 0001493152-24-033267 (other) — Accession number for the filing
• 333-275062 (other) — SEC file number

FAQ

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

• forms-1a.htm (S-1/A) — 2010KB
• ex1-1.htm (EX-1.1) — 381KB
• ex4-1.htm (EX-4.1) — 100KB
• ex5-1.htm (EX-5.1) — 11KB
• ex10-21.htm (EX-10.21) — 87KB
• ex16-1.htm (EX-16.1) — 5KB
• ex23-1.htm (EX-23.1) — 4KB
• ex99-1.htm (EX-99.1) — 3KB
• ex99-2.htm (EX-99.2) — 5KB
• ex99-3.htm (EX-99.3) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 18KB
• ex10-21_001.jpg (GRAPHIC) — 9KB
• ex10-21_002.jpg (GRAPHIC) — 11KB
• ex10-21_003.jpg (GRAPHIC) — 3KB
• ex16-1_001.jpg (GRAPHIC) — 379KB
• ex16-1_002.jpg (GRAPHIC) — 527KB
• ex99-1_001.jpg (GRAPHIC) — 1033KB
• ex99-1_002.jpg (GRAPHIC) — 1165KB
• ex99-1_003.jpg (GRAPHIC) — 1145KB
• ex99-2_001.jpg (GRAPHIC) — 1083KB
• ex99-2_002.jpg (GRAPHIC) — 1233KB
• ex99-2_003.jpg (GRAPHIC) — 1186KB
• ex99-2_004.jpg (GRAPHIC) — 1167KB
• ex99-2_005.jpg (GRAPHIC) — 486KB
• ex99-3_001.jpg (GRAPHIC) — 377KB
• ex99-3_002.jpg (GRAPHIC) — 455KB
• ex99-3_003.jpg (GRAPHIC) — 97KB
• formdrs_101.jpg (GRAPHIC) — 6KB
• vi_001.jpg (GRAPHIC) — 28KB
• formdrs_001.jpg (GRAPHIC) — 274KB
• formdrs_002.jpg (GRAPHIC) — 274KB
• audit_001.jpg (GRAPHIC) — 2KB
• image_001.jpg (GRAPHIC) — 5KB
• ex23-1_001.jpg (GRAPHIC) — 19KB
• ex23-1_002.jpg (GRAPHIC) — 28KB
• 0001493152-24-033267.txt ( ) — 22867KB
• impb-20240331.xsd (EX-101.SCH) — 34KB
• impb-20240331_cal.xml (EX-101.CAL) — 58KB
• impb-20240331_def.xml (EX-101.DEF) — 146KB
• impb-20240331_lab.xml (EX-101.LAB) — 295KB
• impb-20240331_pre.xml (EX-101.PRE) — 235KB
• forms-1a_htm.xml (XML) — 845KB

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") currently is a holding company operating mainly through our majority owned subsidiary, Global BioLife, Inc., which was incorporated on April 14, 2017. The Company is committed to both funding research and developing intellectual property portfolio. We currently focus on research in three main areas: (i) development of a universal therapeutic drug platform; (ii) a new sugar substitute; and (iii) a multi-use fragrance. 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:

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View this S-1/A filing on SEC EDGAR