UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

333-275062

Commission file number

Impact BioMedical, INC.

(Exact name of registrant as specified in its charter)

Nevada		85-3926944
(State or other Jurisdiction of		(IRS Employer
incorporation- or Organization)		Identification No.)

1400 Broadfield Blvd., Suite 130,

Houston, TX, 77084

(Address of principal executive offices)

(281) 415-6576

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		N/A		N/A

As of May 12, 2025 there were 12,085,412 shares of the registrant’s common stock, $0.001 par value, outstanding.

IMPACT BIOMEDICAL, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	2
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)	5
	Notes to Interim Condensed Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 4	Controls and Procedures	21

PART II	OTHER INFORMATION	22
Item 1	Legal Proceedings	22
Item 1A	Risk Factors	22
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3	Defaults upon Senior Securities	22
Item 4	Mine Safety Disclosures	22
Item 5	Other Information	22
Item 6	Exhibits	23

	March 31, 2025 (unaudited)			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,318,000		$	1,999,000
Accounts receivable, net		4,000			-
Inventory		489,000			-
Current portion of notes receivable		200,000			184,000
Prepaid expenses and other current assets		172,000			265,000
Total current assets		2,183,000			2,448,000

Property, plant and equipment, net		16,000			17,000
Notes receivable		-			17,000
Other intangible assets, net		17,852,000			17,808,000
Total assets	$	20,051,000		$	20,290,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	615,000		$	713,000
Accrued expenses and deferred revenue		217,000			194,000
Note payable, related party		9,141,000			8,878,000
Total current liabilities		9,973,000			9,785,000

Deferred tax liability, net		3,268,000			3,268,000
Total liabilities		13,241,000			13,053,000

Commitments and contingencies (Note 12)		-			-

Stockholders’ equity
Preferred stock, $.001 par value; 100,000,000 shares authorized, 60,496,041 shares issued and outstanding (60,496,041 on December 31, 2024); Liquidation value $0.001 per share, $60,000 aggregate. $60,000 on December 31, 2024).		60,000			60,000
Common stock, $.001 par value; 4,000,000,000 shares authorized, 12,085,412 shares issued and outstanding (11,503,955 on December 31, 2024)		12,000			11,000
Additional paid-in capital		42,707,000			41,857,000
Accumulated deficit		(38,936,000	)		(37,669,000	)
Total stockholders’ equity of the Company		3,843,000			4,259,000
Non-controlling interest in subsidiaries		2,967,000			2,978,000
Total stockholders’ equity		6,810,000			7,237,000

Total liabilities and stockholders’ equity	$	20,051,000		$	20,290,000

	2025			2024
	For the Three Months Ended March 31,
	2025			2024
Costs and expenses:

Sales, general and administrative compensation (inclusive of stock based compensation)		248,000			148,000
Sales and marketing		19,000			8,000
Professional Fees		223,000			145,000
Research and development		103,000			183,000
Depreciation and Amortization		283,000			280,000
Rent and utilities		19,000			4,000
Other operating expenses		115,000			3,000
Total costs and expenses		1,010,000			771,000
Operating loss		(1,010,000	)		(771,000	)

Other income (expense):
Interest income		3,000			3,000
Interest expense		(271,000	)		(230,000	)
Loss from operations before income taxes		(1,278,000	)		(998,000	)

Income tax benefit/(expense)		-			-
Net loss	$	(1,278,000	)	$	(998,000	)

Loss from operations attributed to noncontrolling interest		11,000			36,000

Net loss attributable to common stockholders	$	(1,267,000	)	$	(962,000	)

Loss per common share:
Basic	$	(0.11	)	$	(0.10	)
Diluted	$	(0.11	)	$	(0.10	)

Shares used in computing loss per common share:
Basic		12,062,743			10,000,000
Diluted		12,062,743			10,000,000


	Common Stock				Preferred Stock				Additional Paid-in		Accumulated			Total Impact			Non- controlling Interest in
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity			Subsidiary			Total

Balance, December 31, 2023		10,000,000	$	10,000		60,496,041	$	60,000	$	38,113,000	$	(12,961,000	)	$	25,222,000			3,040,000		$	28,262,000
															-
Net loss		-		-		-		-		-		(962,000	)		(962,000	)		(36,000	)		(998,000	)
Balance, March 30, 2024		10,000,000	$	10,000		60,496,041	$	60,000	$	38,113,000	$	(13,923,000	)	$	24,260,000		$	3,004,000		$	27,264,000

Balance, December 31, 2024		11,503,955	$	11,000		60,496,041	$	60,000	$	41,857,000	$	(37,669,000	)	$	4,259,000		$	2,978,000		$	7,237,000
Balance		11,503,955	$	11,000		60,496,041	$	60,000	$	41,857,000	$	(37,669,000	)	$	4,259,000		$	2,978,000		$	7,237,000

Acquisition of DSS PureAir, Inc. assets		545,024		1,000		-		-		819,000		-			820,000			-			820,000
Issuance of common stock for professional services		36,433		-		-		-		29,000		-			29,000			-			29,000
Stock based compensation		-		-		-		-		2,000		-			2,000			-			2,000
Net loss		-		-		-		-		-		(1,267,000	)		(1,267,000	)		(11,000	)		(1,278,000	)
Balance, March 31, 2025		12,085,412	$	12,000		60,496,041	$	60,000	$	42,707,000	$	(38,936,000	)	$	3,843,000		$	2,967,000		$	6,810,000
Balance		12,085,412	$	12,000		60,496,041	$	60,000	$	42,707,000	$	(38,936,000	)	$	3,843,000		$	2,967,000		$	6,810,000

	2025			2024
Cash flows from operating activities:
Loss from continuing operations	$	(1,278,000	)	$	(998,000	)
Adjustments to reconcile loss from continuing operations to net cash used by operating activities:
Depreciation and amortization		283,000			280,000
Accrued interest on notes payable, related party		271,000			230,000
Stock based payment for professional services received		29,000			-
Stock based compensation		2,000			-
Decrease (increase) in assets:
Prepaid expenses and other current assets		97,000			(2,000	)
Increase (decrease) in liabilities:
Accounts payable		(98,000	)		191,000
Accrued expenses		12,000			(183,000	)
Net cash used by operating activities		(682,000	)		(482,000	)

Cash flows from investing activities:
Payments received on notes receivable		1,000			-
Net cash provided by investing activities		1,000			-

Cash flows from financing activities:
Borrowings of long-term debt		-			483,000
Net provided by from financing activities		-			483,000

Net increase (decrease) in cash		(681,000	)		1,000
Cash and cash equivalents at beginning of period		1,999,000			1,000
Cash and cash equivalents at end of period	$	1,318,000		$	2,000

Name of consolidated subsidiary	State or other jurisdiction of incorporation or organization	Date of incorporation or formation	Attributable interest as of March 31, 2025			Attributable interest as of December 31, 2024

Global BioMedical, Inc.	Nevada	April 18, 2017		90.9	%		90.9	%
Global BioLife, Inc.	Nevada	April 14, 2017		81.8	%		81.8	%
BioLife Sugar, Inc	Nevada	April 23, 2018		90.9	%		90.9	%
Happy Sugar Inc	Nevada	August 17, 2018		81.8	%		81.8	%
Sweet Sense Inc.	Nevada	April 30, 2018		95.5	%		95.5	%
Global Sugar Solutions Inc.	Nevada	November 7, 2019		100	%		100	%

	March 31, 2025		December 31, 2024
Finished Goods	$	489,000	$	-
Inventory gross		489,000		-
Less allowance for obsolescence		-		-
Inventory net	$	489,000	$	-

	Estimated	March 31,		December 31,
	Useful Life	2025		2024
Machinery and equipment	5-10 years	$	30,000	$	30,000
Total Cost			30,000		30,000
Less accumulated depreciation			14,000		13,000
Property, plant and equipment, net		$	16,000	$	17,000


Balance at December 31, 2023	$	25,093,000
Goodwill adjustment		(25,093,000	)
Balance at December 31, 2024	$	-


2025	$	861,000
2026	$	1,321,000
2027	$	1,282,000
2028	$	1,282,000
2029	$	1,282,000
Thereafter	$	12,154,000

1)	Developed the Note Payable repayment schedule
2)	Developed the following inputs underlying the simulation analysis

		March 31, 2025						December 31, 2024
	Useful Life		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology assets	20 years	$	22,260,000	$	4,730,000		17,530,000	$	22,260,000	$	4,452,000		17,808,000
Acquired assets	1 -17 years	$	325,000	$	3,000		652,000	$	-	$	-		-
		$	22,585,000	$	4,733,000	$	17,852,000	$	22,260,000	$	4,452,000	$	17,808,000

	i)	Stock price
	ii)	VWAP

3)	Inputs (i) and (ii), were assigned a normal probability distribution, which has a mean of 0 and a standard deviation of 1, and a correlation of .9890 based on analysis of the guideline public companies
4)	Ran a simulation with 25,000 trials for purposes of capturing the key inputs discussed above (i.e., forecasting the stock price and VWAP).
5)	For the period from the 37th payment to maturity date, the DCF Method includes the remaining payments required to be made in cash.
6)	Captured the results of the simulation and concluded based on the simulation results

	●	Impact BioLife Science, Inc.;
	●	Global Biomedical, Inc.;
	●	Global BioLife, Inc.; and
	●	Sweet Sense, Inc.

	March 31, 2025
	Adjusted cost		Unrealized Gain/(Loss)			Fair Value		Cash and Cash Equivalents		Note Payable, Related Party
Level 1
Cash	$	1,318,000	$	-		$	1,318,000	$	1,318,000	$	-
Level 2
Note payable, related party		14,209,000		(5,068,000	)		9,141,000		-		9,141,000
Total	$	15,527,000	$	(5,068,000	)	$	10,459,000	$	1,318,000	$	9,141,000

	December 31, 2024
	Adjusted Cost		Unrealized Gain/(Loss)			Fair Value		Cash and Cash Equivalents		Note Payable, Related Party
Level 1
Cash	$	1,999,000	$	-		$	1,999,000	$	1,999,000	$	-
Level 2
Note payable, related party		13,946,000		(5,068,000	)		8,878,000		-		8,878,000
Total	$	15,945,000	$	(5,068,000	)	$	10,877,000	$	1,999,000	$	8,878,000

	2025		2024
Shares issued in lieu of cash as payment for legal services	$	29,000		-
Shares issued for acquisition of DSS PureAir assets	$	1,150,000		-

	Three months ended March 31, 2025		Three months ended March 31, 2024		% Change

Sales, general and administrative compensation	$	246,000	$	148,000		66	%
Stock-based compensation		2,000		-		N/A
Sales and marketing		19,000		8,000		138	%
Professional Fees		223,000		145,000		54	%
Research and development		103,000		183,000		-44	%
Depreciation and Amortization		283,000		280,000		1	%
Rent and utilities		19,000		4,000		375	%
Other operating expenses		115,000		3,000		3,733	%

Total costs and expenses	$	1,010,000	$	771,000		31	%

Exhibit Number		Exhibit Description

1.1		Form of Underwriting Agreement between the Company and Aegis Capital Corp. incorporated by reference to Exhibit 1.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.1		Amended and Restated Articles of Incorporation of Impact BioMedical Inc. dated July 29, 2020 incorporated by reference to Exhibit 3.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.2		Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical Inc. incorporated by reference to Exhibit 3.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.3		Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical Inc. incorporated by reference to Exhibit 3.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.4		Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical Inc. incorporated by reference to Exhibit 3.4 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.5		Bylaws of the Company incorporated by reference to Exhibit 3.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.6		Certificate of Designation of Series A Convertible Preferred Stock incorporated by reference to Exhibit 3.6 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

4.1		Form of Underwriter Warrant incorporated by reference to Exhibit 4.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.1		Share Exchange Agreement dated as of April 27, 2020, among Document Security Systems, Inc., DSS BioHealth Security, Inc., Singapore Development Limited and Global BioMedical Pte Ltd. incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.2		Subscription Agreement dated December 19, 2020, between the Company and BioMed Technologies Asia Pacific Holdings Limited incorporated by reference to Exhibit 10.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.3		Promissory Note with Dustin Michael Crum dated February 21, 2021 incorporated by reference to Exhibit 10.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.4		Stock Purchase Agreement dated March 15, 2021 between the Company and Vivacitas Oncology Inc. incorporated by reference to Exhibit 10.4 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.5		Convertible Promissory Note dated May 14, 2021 incorporated by reference to Exhibit 10.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.6		Revolving Promissory Note dated December 31, 2020 incorporated by reference to Exhibit 10.6 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.7		Royalty Agreement by and between Global BioLife Inc. and Chemia Corporation, dated August 15, 2018 incorporated by reference to Exhibit 10.7 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.8		Addendum to Royalty Agreement by and between Global BioLife Inc. and Chemia Corporation, dated November 27, 2018 incorporated by reference to Exhibit 10.8 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062 ) filed with the SEC on November 21, 2023.

10.9		Distribution Agreement by and between BioMed Technologies Asia Pacific Holdings Limited and Impact BioMedical Inc., dated December 9, 2020 incorporated by reference to Exhibit 10.9 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.10		Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated April 26, 2017 incorporated by reference to Exhibit 10.10 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.11		Amendment No. 1 to Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated May 22, 2018 incorporated by reference to Exhibit 10.11 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.12		Amendment No. 2 to Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated August 2020 incorporated by reference to Exhibit 10.12 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.13		Impact BioLife Science, Inc. Stockholders Agreement among Impact BioLife Science, Inc., Impact BioMedical Inc. and GRDG Sciences, LLC, dated December 11, 2020 incorporated by reference to Exhibit 10.13 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.14		Licensing Proceeds Distribution Agreement with GRDG Sciences, LLC dated May 16, 2022 incorporated by reference to Exhibit 10.14 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.15		Amendment No. 1 to Revolving Promissory Note dated December 31, 2021 incorporated by reference to Exhibit 10.15 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.16		Amendment No. 2 to Revolving Promissory Note dated March 31, 2022 incorporated by reference to Exhibit 10.16 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.17		License Agreement with ProPhase Labs, Inc. dated March 17, 2022 incorporated by reference to Exhibit 10.17 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.18		License Agreement with ProPhase Labs, Inc. dated July 18, 2022 incorporated by reference to Exhibit 10.18 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.19		Licensing Proceeds Distribution Agreement with GRDG Sciences, LLC dated February 15, 2022 incorporated by reference to Exhibit 10.19 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.20		Share Exchange Agreement between Impact BioMedical Inc. and DSS BioHealth Security, Inc. incorporated by reference to Exhibit 10.20 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.21		Amendment to Promissory Note effective January 18, 2024 between Impact BioMedical Inc. and DSS, Inc. incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 333-253037) filed with the SEC on January 22, 2024.

14.1		Impact BioMedical Employee Handbook incorporated by reference to Exhibit 14.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

16.1		Letter from Turner Stone & Company LLP incorporated by reference to Exhibit 16.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

21.1		List of subsidiaries of Impact BioMedical Inc. incorporated by reference to Exhibit 21.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

23.2		Consent of Grassi & Co., CPAs, P.C. incorporated by reference to Exhibit 23.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

31.1		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

31.2		Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities and Exchange Act, as amended, and 18 U.S.C. Section 1350.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	IMPACT BIOMEDICAL, INC.

May 14, 2025	By:	/s/ Frank D. Heuszel
		Frank D. Heuszel
		Chief Executive Officer
		(Principal Executive Officer)

May 14, 2025	By:	/s/ Todd D. Macko
		Todd D. Macko
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Impact BioMedical Inc.