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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 September 30, 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 October 27, 2025 there were 104,621,231 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 September 30, 2025 (Unaudited) and December 31, 2024 | 2
| Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited) | 3
| Condensed Consolidated Statement of Changes in Stockholders’ (Deficit) Equity for the nine months ended September 30, 2025 and 2024 (Unaudited) | 4
| Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 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 | 18
Item 4 | Controls and Procedures | 22
PART II | OTHER INFORMATION | 23
Item 1 | Legal Proceedings | 23
Item 1A | Risk Factors | 23
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 23
Item 3 | Defaults upon Senior Securities | 23
Item 4 | Mine Safety Disclosures | 23
Item 5 | Other Information | 23
Item 6 | Exhibits | 24

1

Table of Contents

Impact BioMedical, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

|  | September 30, 2025 (unaudited) |  |  | December 31, 2024 |
ASSETS |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 12,000 |  |  | $ | 1,999,000 |
Accounts receivable |  |  | 15,000 |  |  |  | - |
Inventory |  |  | 485,000 |  |  |  | - |
Current portion of notes receivable |  |  | 199,000 |  |  |  | 184,000 |
Prepaid expenses and other current assets |  |  | 206,000 |  |  |  | 265,000 |
Total current assets |  |  | 917,000 |  |  |  | 2,448,000 |
Property, plant and equipment, net |  |  | 13,000 |  |  |  | 17,000 |
Notes receivable |  |  | - |  |  |  | 17,000 |
Other intangible assets, net |  |  | 17,278,000 |  |  |  | 17,808,000 |
Total assets |  | $ | 18,208,000 |  |  | $ | 20,290,000 |
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Accounts payable |  | $ | 576,000 |  |  | $ | 713,000 |
Accrued expenses |  |  | 336,000 |  |  |  | 194,000 |
Note payable, related party |  |  | 22,881,000 |  |  |  | 8,878,000 |
Total current liabilities |  |  | 23,793,000 |  |  |  | 9,785,000 |
Deferred tax liability, net |  |  | 3,268,000 |  |  |  | 3,268,000 |
Total liabilities |  |  | 27,061,000 |  |  |  | 13,053,000 |
Commitments and contingencies (Note 12) |  |  | - |  |  |  | - |
Stockholders’ (deficit) equity |  |  |  |  |  |  |  |
Preferred stock, $0.001 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, 60,496,041 aggregate. 60,496,041 on December 31, 2024). |  |  | 60,000 |  |  |  | 60,000 |
Common stock, $0.001 par value; 4,000,000,000 shares authorized, 12,185,412 shares issued and outstanding (11,503,955 on December 31, 2024) |  |  | 12,000 |  |  |  | 11,000 |
Additional paid-in capital |  |  | 42,871,000 |  |  |  | 41,857,000 |
Accumulated deficit |  |  | (54,752,000 | ) |  |  | (37,669,000 | )
Total stockholders’ (deficit) equity of the Company |  |  | (11,809,000 | ) |  |  | 4,259,000 |
Non-controlling interest in subsidiaries |  |  | 2,956,000 |  |  |  | 2,978,000 |
Total stockholders’ (deficit) equity |  |  | (8,853,000 | ) |  |  | 7,237,000 |
Total liabilities and stockholders’ (deficit) equity |  | $ | 18,208,000 |  |  | $ | 20,290,000 |

See accompanying notes to the condensed consolidated financial statements.

2

Table of Contents

Impact BioMedical, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
|  | For the Three Months Ended September 30, |  |  | For the Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue: |  |  |  |  |  |  |  |  |  |  |  |
Biotech retail sales |  | $ | 18,000 |  |  | $ | - |  |  | $ | 25,000 |  |  | $ | - |
Total revenue |  |  | 18,000 |  |  |  | - |  |  |  | 25,000 |  |  |  | - |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenue |  |  | 1,000 |  |  |  | - |  |  |  | 2,000 |  |  |  | - |
Sales, general and administrative compensation (inclusive of stock-based compensation) |  |  | 261,000 |  |  |  | 132,000 |  |  |  | 755,000 |  |  |  | 424,000 |
Sales and marketing |  |  | 2,000 |  |  |  | 461,000 |  |  |  | 22,000 |  |  |  | 487,000 |
Professional Fees |  |  | 234,000 |  |  |  | 122,000 |  |  |  | 868,000 |  |  |  | 313,000 |
Research and development |  |  | 52,000 |  |  |  | 82,000 |  |  |  | 230,000 |  |  |  | 386,000 |
Depreciation and Amortization |  |  | 288,000 |  |  |  | 281,000 |  |  |  | 859,000 |  |  |  | 840,000 |
Rent and utilities |  |  | 19,000 |  |  |  | 4,000 |  |  |  | 56,000 |  |  |  | 14,000 |
Other operating expenses |  |  | 109,000 |  |  |  | 45,000 |  |  |  | 345,000 |  |  |  | 58,000 |
Total costs and expenses |  |  | 966,000 |  |  |  | 1,127,000 |  |  |  | 3,137,000 |  |  |  | 2,522,000 |
Operating loss |  |  | (948,000 | ) |  |  | (1,127,000 | ) |  |  | (3,112,000 | ) |  |  | (2,522,000 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 3,000 |  |  |  | 3,000 |  |  |  | 10,000 |  |  |  | 10,000 |
Change in fair value of note payable, related party |  |  | (268,000 | ) |  |  | 5,670,000 |  |  |  | (13,210,000 | ) |  |  | 5,670,000 |
Interest expense |  |  | (262,000 | ) |  |  | (305,000 | ) |  |  | (793,000 | ) |  |  | (795,000 | )
(Loss) income from operations before income taxes |  |  | (1,475,000 | ) |  |  | 4,241,000 |  |  |  | (17,105,000 | ) |  |  | 2,363,000 |
Income tax benefit |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Net (loss) income |  | $ | (1,475,000 | ) |  | $ | 4,241,000 |  |  | $ | (17,105,000 | ) |  | $ | 2,363,000 |
Loss from operations attributed to noncontrolling interest |  |  | 5,000 |  |  |  | 6,000 |  |  |  | 22,000 |  |  |  | 37,000 |
Net (loss) income attributable to common stockholders |  | $ | (1,470,000 | ) |  | $ | 4,247,000 |  |  | $ | (17,083,000 | ) |  | $ | 2,400,000 |
(Loss) earnings per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.12 | ) |  | $ | 0.37 |  |  | $ | (1.41 | ) |  | $ | 0.23 |
Diluted |  | $ | (0.12 | ) |  | $ | 0.06 |  |  | $ | (1.41 | ) |  | $ | 0.03 |
Shares used in computing (loss) earnings per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 12,185,412 |  |  |  | 11,503,955 |  |  |  | 12,144,972 |  |  |  | 10,506,394 |
Diluted |  |  | 12,185,412 |  |  |  | 71,999,996 |  |  |  | 12,144,972 |  |  |  | 71,002,435 |

See accompanying notes to the condensed consolidated financial statements.

3

Table of Contents

Impact BioMedical, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

(unaudited)

|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Deficit |  |  | Equity |  |  | Subsidiary |  |  | Total |
|  | 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 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  |  |
Issuance of common stock, net of expenses |  |  | 1,500,000 |  |  |  | 1,000 |  |  |  | - |  |  |  | - |  |  |  | 3,725,000 |  |  |  | - |  |  |  | 3,726,000 |  |  |  | - |  |  |  | 3,726,000 |
Fractional shares as a result of reverse stock split |  |  | 3,955 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Net (loss) income |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,400,000 |  |  |  | 2,400,000 |  |  |  | (37,000 | ) |  |  | 2,363,000 |
Balance, September 30, 2024 |  |  | 11,503,955 |  |  | $ | 11,000 |  |  |  | 60,496,041 |  |  | $ | 60,000 |  |  | $ | 41,838,000 |  |  | $ | (10,561,000 | ) |  | $ | 31,348,000 |  |  | $ | 3,003,000 |  |  | $ | 34,351,000 |
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 assets |  |  | 545,024 |  |  |  | 1,000 |  |  |  | - |  |  |  | - |  |  |  | 819,000 |  |  |  | - |  |  |  | 820,000 |  |  |  |  |  |  |  | 820,000 |
Stock based compensation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,000 |  |  |  | - |  |  |  | 5,000 |  |  |  | - |  |  |  | 5,000 |
Stock based payments for professional services rendered |  |  | 136,433 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 190,000 |  |  |  | - |  |  |  | 190,000 |  |  |  | - |  |  |  | 190,000 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (17,083,000 | ) |  |  | (17,083,000 | ) |  |  | (22,000 | ) |  |  | (17,105,000 | )
Net (loss) income |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (17,083,000 | ) |  |  | (17,083,000 | ) |  |  | (22,000 | ) |  |  | (17,105,000 | )
Balance, September 30, 2025 |  |  | 12,185,412 |  |  | $ | 12,000 |  |  |  | 60,496,041 |  |  | $ | 60,000 |  |  | $ | 42,871,000 |  |  | $ | (54,752,000 | ) |  | $ | (11,809,000 | ) |  | $ | 2,956,000 |  |  | $ | (8,853,000 | )
Balance |  |  | 12,185,412 |  |  | $ | 12,000 |  |  |  | 60,496,041 |  |  | $ | 60,000 |  |  | $ | 42,871,000 |  |  | $ | (54,752,000 | ) |  | $ | (11,809,000 | ) |  | $ | 2,956,000 |  |  | $ | (8,853,000 | )

See accompanying notes to the condensed consolidated financial statements.

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Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

(unaudited)

|  | 2025 |  |  | 2024 |
Cash flows from operating activities: |  |  |  |  |  |  |  |
Net (loss) income |  | $ | (17,105,000 | ) |  | $ | 2,363,000 |
Adjustments to reconcile net (loss) income to net cash used by operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 859,000 |  |  |  | 840,000 |
Stock based compensation |  |  | 5,000 |  |  |  |  |
Issuance of shares for professional services rendered |  |  | 190,000 |  |  |  |  |
Accrued interest on notes payable |  |  | 793,000 |  |  |  | 795,000 |
Change in fair value of note payable, related party |  |  | 13,210,000 |  |  |  | (5,670,000 | )
Decrease (increase) in assets: |  |  |  |  |  |  |  |
Accounts receivable |  |  | (11,000 | ) |  |  | 128,000 |
Inventory |  |  | 4,000 |  |  |  | - |
Prepaid expenses and other current assets |  |  | 63,000 |  |  |  | (365,000 | )
Increase (decrease) in liabilities: |  |  |  |  |  |  |  |
Accounts payable |  |  | (137,000 | ) |  |  | 169,000 |
Accrued expenses |  |  | 140,000 |  |  |  | (128,000 | )
Net cash used by operating activities |  |  | (1,989,000 | ) |  |  | (1,868,000 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |
Payments received on notes receivable |  |  | 2,000 |  |  |  | 2,000 |
Net cash provided by investing activities |  |  | 2,000 |  |  |  | 2,000 |
Cash flows from financing activities: |  |  |  |  |  |  |  |
Borrowings from note payable, related party |  |  | - |  |  |  | 807,000 |
Issuances of common stock, net of issuance costs |  |  | - |  |  |  | 3,726,000 |
Net cash provided by financing activities |  |  | - |  |  |  | 4,533,000 |
Net increase (decrease) in cash |  |  | (1,987,000 | ) |  |  | 2,667,000 |
Cash and cash equivalents at beginning of period |  |  | 1,999,000 |  |  |  | 1,000 |
Cash and cash equivalents at end of period |  | $ | 12,000 |  |  | $ | 2,668,000 |

See accompanying notes to the condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements

Note 1. Nature of Operations and Basis of Presentation

Nature of Operations

Impact BioMedical, Inc., incorporated in the State of Nevada on October 16, 2018 (the “Company”, “Impact BioMedical”, “We”, “IBO”), 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. By leveraging technology and new science with strategic partnerships, we provide advances in biopharmaceuticals, over the counter direct to consumer wellness offerings, and drug discovery for the prevention, inhibition, and treatment of neurological, oncologic, and inflammatory 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 IBO technologies in exchange for milestone, and royalty payments. 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, Inc. (“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.

Impact has several unique and proprietary technologies that are in continuing development:

Linebacker™

Linebacker is a platform of small molecule electrophilically enhanced polyphenol compounds with potential application in oncology (solid tumors), inflammatory disorders, and neurology. Polyphenols are substances found in many nuts, vegetables, and berries. Linebacker compounds are modified Myricetin, which is a common plant-derived flavonoid. Myricetin exhibits a wide range of activities that include strong antioxidant and anti-inflammatory activities.

Linebacker can potentially be developed as monotherapy or co-therapy to down-regulate PIM (proviral integration site for Moloney murine leukemia virus) kinase which plays a key role as an oncogene in various cancers (e.g. colon, lung, prostate, breast). Additional potential applications include inflammatory disorders and neurology.

Linebacker-1 and Linebacker-2 compounds have been licensed to ProPhase Laboratories (NASDAQ: PRPH) for development and commercialization worldwide, from which Impact Biomedical could receive future milestone and royalty payments.

Laetose™

Laetose™ technology demonstrates compelling potential in reducing caloric intake and glycemic index in foods, while also inhibiting tumor necrosis factor alpha (TNF-α), a cytokine associated with inflammatory chronic diseases (data on file with IBO).

The patented formulation has potential to inhibit the inflammatory and metabolic response of sugar alone and has potential applications in therapeutic administration to reduce or limit inflammatory or metabolic diseases (e.g., diabetes). Use of Laetose in a daily diet, compared to sugar, could result in 30% lower sugar consumption and lower caloric and glycemic index/load.

Functional Fragrance Formulation (“3F”)

3F is a suite of “functional fragrances” containing specialized botanical ingredients (e.g., terpenes) with potential application as an antimicrobial, or as an additive in insect repellents, detergents, lotions, shampoo, fabrics and other substances to increase effectiveness. Global BioLife is seeking to commercialize this product. Together with Chemia, we are attempting to license 3F. Any potential profits from the 3F project will be split between Global BioLife and Chemia pursuant to the terms of the 20- year Royalty Agreement.

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Notes to Condensed Consolidated Financial Statements

Equivir™/Equivir G

Equivir/Equivir G technology is a novel blend of FDA Generally Recognized as Safe (GRAS) eligible polyphenols (e.g. Myricetin, Hesperetin, Piperine) which have demonstrated antiviral effects with additional potential application as health supplements or medication. Polyphenols are substances found in many nuts, vegetables, and berries. Myricetin is a member of the flavonoid class of polyphenolic compounds with antioxidant properties. Hesperitin is a flavanone and Piperine is an alkaloid, commonly found in black pepper. Equivir/Equivir G is licensed to ProPhase Laboratories for development and commercialization worldwide

Emerging Technology

IBO continually evaluates additional technologies that are in various phases of development which can be advanced to patent filings and allowances. These include, and are not limited to biopharmaceuticals, indoor air quality products, preservatives, bioplastics, personalized medicine (e.g., genomics, diagnostics), nanotechnology, cannabis products and technology, pain management, and others. These activities include discussions with inventors, scientists, universities, research foundations, and other parties, which, subject to completion of diligence, and approval of the respective management, could potentially expand the offerings of IBO.

As of the date of this report, we have not generated significant revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including possible delays in our research, testing and marketing efforts or wider economic downturns.

Note 2. Summary of Significant Accounting and Reporting Policies

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments, unless otherwise indicated) necessary to present fairly our consolidated financial position as of September 30, 2025 and December 31, 2024, and the results of our consolidated operations for the interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the consolidated financial statements and the notes included in our latest annual report on Form 10-K, for the fiscal year ended December 31, 2024 (“Form 10-K”), and our other reports on file with the Securities and Exchange Commission (the “SEC”).

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among condensed consolidated subsidiaries have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest.

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Notes to Condensed Consolidated Financial Statements

The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending dates and for the reporting periods as follows:

Schedule of Condensed Financial Statements

Name of condensed consolidated subsidiary |  | State or other jurisdiction of incorporation or organization |  | Date of incorporation or formation |  | Attributable interest as of September 30, 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 | %
Impact Biolife Science, Inc. |  | Nevada |  | April 13, 2021 |  |  | 100 | % |  |  | 100 | %
DSS Biomedical International, Inc. |  | Nevada |  | April 9, 2021 |  |  | 100 | % |  |  | 100 | %
DSS Biolife International, Inc. |  | Nevada |  | April 9, 2021 |  |  | 100 | % |  |  | 100 | %

As of September 30, 2025, and December 31, 2024, the aggregate noncontrolling interest was equity of $2,956,000 and $2,978,000, respectively, which are separately disclosed on the Condensed Consolidated Balance Sheets.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the balance sheets and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.

Reclassifications

Costs in the amount of $82,000 associated with research and development have been reclassed from Professional fees to Research and development expenses for the three months ended September 30, 2024 and $336,000 for the nine months ended September 30, 2024 on the accompanying Condensed Consolidated statements of operations to conform with current period presentation. Also, Accrued interest on notes payable, related party for the nine months ended September 30, 2024 in the amount of $795,000 was reclassed from Borrowings on notes payable, related party on the accompanying Statement of cash flows to conform with current period presentation

(Loss) Earnings per Share

Basic (loss) earnings per share is computed by dividing the net (loss) earnings attributable to the common stockholders by weighted average number of shares of common stock outstanding during the period. Fully diluted earnings per share is computed like basic (loss) earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Dilutive financial instruments issued or outstanding for the nine months ended September 30, 2025, and the year ended December 31, 2024 include 60,496,041 shares of Series A Convertible Preferred Shares which are not eligible for conversion until April 10, 2027, 880,000 options priced at $3.00 per share expiring on October 31, 2031.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets,

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying amounts reported in the balance sheet of cash, other receivables, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do reflect recent market conditions. Notes payable, related party are recorded at fair value based on several factors (see Note 9).

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Notes to Condensed Consolidated Financial Statements

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents as of September 30, 2025 and December 31, 2024.

Accounts receivable

The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally does not require collateral. Payment terms are generally 30 days. The Company carries its trade accounts receivable at invoice amounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for credit losses based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. In estimating expected losses in the accounts receivable portfolio, customer-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine the customers’ abilities to pay.

At September 30, 2025, December 31, 2024, the Company had not established a reserve for credit losses. Accounts receivable at September 30, 2025, December 31, 2024, and December 31, 2023 was $15,000, $0, and $0, respectively. The Company does not accrue interest on past due accounts receivable.

Notes receivable, unearned interest, and related recognition

The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports the net investment in the notes receivable on the condensed consolidated balance sheet as current or long-term based on the maturity date of the underlying notes. Such net investment is comprised of the amount advanced on the loans, adjusting for net deferred loan fees or costs incurred at origination, amounts allocated to warrants received upon origination, and any payments received in advance, if applicable. The unearned interest is recognized over the term of the notes and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. If applicable, any net deferred loan fees or costs, together with discounts recognized in connection with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan. (Note 4)

Inventory

Inventories consist of filtration systems, which and are stated at the lower of cost or net realizable value on the first-in, first-out (“FIFO”) method. At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items. No allowance for obsolescence was deemed necessary as of September 30, 2025, and December 31, 2024.

Goodwill

Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. FASB ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, and overall financial performance of the business. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. The Company believes the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. Cash flow projections are derived from one-year budgeted amounts plus an estimate of later period cash flows, all of which are determined by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. Projected cash flows, evaluated using a 26.3% discount rate and 3.0% terminal growth, indicated equity fair value far below the carrying amount, driven by limited historical revenues and sustained operating losses. Additional working-capital and related-party debt balance considerations further reduced equity value in the analysis. Taken together, these factors constituted triggering events and supported recording a goodwill impairment as of December 31, 2024. (Note 6).

Intangible Assets

The estimated fair values of acquired intangibles are generally determined based upon future economic benefits such as earnings and cash flows. Acquired identifiable intangible assets are recorded at fair value and are amortized over their estimated useful lives. Acquired intangible assets with an indefinite life are not amortized but are reviewed for impairment at least annually as of December 31st, or more frequently whenever events or changes in circumstances indicate that the carrying amounts of those assets are below their estimated fair values. Impairment is tested under ASC 350. No impairment was recognized for the nine months ended September 30, 2025, and 2024 (Note 7).

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Notes to Condensed Consolidated Financial Statements

Recoverability of Long-Lived Assets

We evaluate long-lived assets such as property, equipment and definite lived intangible assets, such as patents, for impairment whenever events or circumstances indicate that the carrying value of the assets recognized in our financial statements may not be recoverable. Factors that we consider include whether there has been a significant decrease in the market value of an asset, a significant change in the way an asset is being utilized, or a significant change, delay or departure in our strategy for that asset, or a significant change in the macroeconomic environment. Our assessment of the recoverability of long-lived assets involves significant judgment and estimation. These assessments reflect our assumptions, which, we believe, are consistent with the assumptions hypothetical marketplace participants use. Factors that we must estimate when performing recoverability and impairment tests include, among others, forecasted revenue, margin costs and the economic life of the asset. If impairment is indicated, we determine if the total estimated future cash flows on an undiscounted basis are less than the carrying amounts of the asset or assets. If so, an impairment loss is measured and recognized.

Our impairment loss calculations require that we apply judgment in identifying asset groups, estimating future cash flows, determining asset fair values, and estimating asset’s useful lives. The Company reviews identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. Based on the uncertainty of forecasts inherent with a new product, events such as the failure to generate forecasted revenue from new products could result in a non-cash impairment in future periods.

Revenue Recognition

The Company has adopted ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”). The Company enters into licensing and development agreements with collaborators for the development of its technologies. The terms of these agreements contain multiple performance obligations which may include (i) licenses, or options to obtain licenses, to the Company’s technology, (ii) rights to future technological improvements, and/or (iii) research activities to be performed on behalf of the collaborative partner. Payments to the Company under these agreements may include upfront fees, option fees, exercise fees, payments based upon the achievement of certain milestones, and royalties on product sales. Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under the agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when or as the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied at a specific point in time.

The Company recognizes its revenue on the sale of its Celios technology based on when the product is shipped to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product. Sales and other taxes billed and collected from customers are excluded from revenue.

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Notes to Condensed Consolidated Financial Statements

Share-Based Payments

Compensation cost for stock awards are measured at fair value and the Company recognizes compensation expense over the service period for which awards are expected to vest. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of subjective assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. For equity instruments issued to consultants and vendors in exchange for goods and services the Company determines the measurement date for the fair value of the equity instruments issued at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. The Company record stock based compensation expense of approximately $5,000 and $0 for the nine months ended September 30, 2025 and 2024, respectively and is included in Sales, general and administrative compensation (inclusive of stock based compensation) on the accompanying Statement of Operations.

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $52,000 and $82,000 for the three months ended September 30, 2025, and 2024, respectively. Research and development costs were $230,000 and $386,000 for the nine months ended September 30, 2025, and 2024, respectively.

Provision for Credit Losses

The Company adopted amended accounting guidance ASC Topic 326 which requires an allowance for credit losses to be deducted from the amortized cost basis of financial assets to present the net carrying value at the amount that is expected to be collected over the contractual term of the asset considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine the borrowers’ abilities to repay obligations. After the forecast period, the Company utilizes longer-term historical loss experience to estimate losses over the remaining contractual life of the loans. As of September 30, 2025 and December 31, 2024 the Company has deemed that no reserve on credit losses were necessary.

Continuing Operations and Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements the Company has incurred operating losses as well as negative cash flows from operating activities over the past two years. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. These condensed consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should we be unable to continue as a going concern.

To continue as a going concern, the Company completed an initial public offering on September 16, 2024 raising $3,726,000 net of issuance costs and is currently listed on the NYSE American under the ticker symbol IBO. The Company’s management intends to take additional actions necessary to continue as a going concern. Management’s plans concerning these matters include, among other things, monetization of its intellectual properties, and tightly controlling operating costs.

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Notes to Condensed Consolidated Financial Statements

Recent Accounting Standards

The Financial Accounting Standards Board (FASB) issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of September 30, 2025, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company.

In November 2023, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure through enhanced disclosures about significant segment expenses. The amendment is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company has adopted the enhanced segment disclosures for the year ended December 31, 2024. The Company reports its segment information to reflect the manner in which the Company’s chief operating decision maker (“CODM”) reviews and assesses performance. The Company’s Chief Executive Officer and Chief Operating Officer have joint responsibilities as the CODM and review and assess the performance of the Company as a whole.

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes. Information on Net loss and Operating loss is disclosed in the Condensed Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Condensed Consolidated Statements of Operations.

The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” which is intended to simplify various aspects related to accounting for income taxes. ASU 2023-09 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The amendments in ASU 2023-09 are effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods therein. The Company adopted this as of December 31, 2024.

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses (“DISE”). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. As revised by ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, the provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. With the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of ASU 2024-03 to have a material effect on our condensed consolidated financial statements taken as a whole.

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Notes to Condensed Consolidated Financial Statements

Note 3. Inventory

Inventory consisted of the following as of:

Schedule of Inventory

|  | September 30, 2025 |  |  | December 31, 2024 |
Finished Goods |  | $ | 485,000 |  |  | $ | - |
Less allowance for obsolescence |  |  | - |  |  |  | - |
Inventory net |  | $ | 485,000 |  |  | $ | - |

Note 4. Notes Receivable

On February 19, 2021, Impact BioMedical, Inc, entered into a promissory note with an individual. The Company loaned the principal sum of $206,000, with interest at a rate of 6.5%, and maturity date of August 19, 2022 later amended to February 19, 2026. Monthly payments are due on the twenty-first day of each month and continuing each month thereafter until February 19, 2026. This note is secured by certain real property situated in Collier County, Florida. The outstanding principal and interest as of September 30, 2025, and December 31, 2024 was approximately $199,000 and $201,000, respectively. As of September 30, 2025, approximately $199,000 is classified in Current notes receivable. As of December 31, 2024, $184,000 is classified in Current portion of notes receivable and the remaining $17,000 is classified as Notes receivable on the accompanying condensed consolidated balance sheet.

Note 5 Property, Plant and Equipment, Net

Property, plant and equipment consisted of the following as of:

Schedule of Property, Plant and Equipment

|  | Estimated |  | September 30, |  |  | December 31, |
|  | Useful Life |  | 2025 |  |  | 2024 |
Machinery and equipment |  | 5-10 years |  | $ | 30,000 |  |  | $ | 30,000 |
Less accumulated depreciation |  |  |  |  | 17,000 |  |  |  | 13,000 |
Property, plant and equipment, net |  |  |  | $ | 13,000 |  |  | $ | 17,000 |

Depreciation expense for the nine months ended September 30, 2025 and 2024 was approximately $4,000 and $5,000, respectively.

Note 6. Goodwill

Goodwill balances and activity consisted of the following:

Schedule of Goodwill

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

As of December 31, 2024, management performed annual goodwill impairment testing. Utilizing a discounted cash flow model, projected cash flows, evaluated using a 26.3% discount rate and 3.0% terminal growth, indicated equity fair value far below the carrying amount, driven by limited historical revenues and sustained operating losses. Additional working-capital and related-party debt balance considerations further reduced equity value in the analysis. Taken together, these factors constituted triggering events and supported recording a goodwill impairment as of December 31, 2024.

Note 7. Intangible Assets

The definite-lived intangible assets, to be amortized between 1 and 20 years, balances, and activity for the nine months ended September 30, 2025 and year ended December 31, 2024 consisted of the following:

Schedule of Intangible Assets

|  |  |  | September 30, 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 |  |  | $ | 5,287,000 |  |  |  | 16,973,000 |  |  | $ | 22,260,000 |  |  | $ | 4,452,000 |  |  |  | 17,808,000 |
Acquired assets |  | 1 -17 years |  | $ | 325,000 |  |  | $ | 20,000 |  |  |  | 305,000 |  |  | $ | - |  |  | $ | - |  |  |  | - |
|  |  |  | $ | 22,585,000 |  |  | $ | 5,307,000 |  |  | $ | 17,278,000 |  |  | $ | 22,260,000 |  |  | $ | 4,452,000 |  |  | $ | 17,808,000 |

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Impact Biomedical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

On February 25, 2025, the Company completed the acquisition of certain assets owned by DSS Pure Air, Inc. (“DSS PureAir”), a related party, for $1,150,000 to be paid by 545,024 shares of the Company’s common stock calculated on a 10-day VWAP. Assets acquired included approximately $325,000 of intellectual property of the Celios air purification system.

Amortization expense for the nine months ended September 30, 2025 and 2024 was approximately $855,000 and $835,000, respectively.

The following table represents future amortization of developed technologies for the years ending December 31:

Schedule of Future Amortization of Developed Technologies

2025 |  | $ | 287,000 |
2026 |  | $ | 1,138,000 |
2027 |  | $ | 1,136,000 |
2028 |  | $ | 1,130,000 |
2029 |  | $ | 1,130,000 |
Thereafter |  | $ | 12,457,000 |

Note 8. Note payable, related party

Note Payable, Related Party

On December 31, 2020, and later amended, the Company executed a Revolving Promissory Note (“Note”) with DSS, a related party, which accrues interest at a rate of 4.25% and is due in full at the maturity date of September 30, 2030. The Note was further amended on July 24, 2024 with an effective date of September 16, 2024 to i) allow the Company to pay certain principal and/or interest payments owing under the repayment terms in an exchange for potential of equity in the Company, ii) change the quarterly interest due dates to the last day of each calendar quarter (i.e. December 31, March 31, September 30 and September 30), iii) to adjust the On Demand feature so that it starts after the 24th month, iv) continue the planned repayment program commencing on the 37th month and on the last day of each month thereafter through August 31, 2030 to pay a fixed monthly payment of $126,381, v) to continue the scheduled maturity date of September 30, 2030, and vi) adjusts the interest rate to be the WSJ Prime Rate plus 0.50%. This Note is secured by the assets of the Company. As of September 30, 2025, the outstanding balance, inclusive of interest was $22,881,000 (net of change in fair value of the Note of $13,210,000). The $22,881,000 is recorded in Note payable, related party at September 30, 2025. As of December 31, 2024 the outstanding balance, inclusive of interest was $8,878,000 (net of change in fair value of the Note of $5,670,000). The $8,878,000 is recorded in Note payable, related party at December 31, 2024.

The Company accounts for this Note as a liability under ASC 480, Distinguishing Liabilities form Equity (“ASC 480”). In accordance with ASC 825-10, the carrying value of the Note will be recorded at fair value and will be remeasured at each reporting period with the changes in fair value recognized in earnings.

We considered various valuation methodologies in our analysis of the embedded derivative. Valuation methodologies can generally be aggregated into the following three approaches: the Market Approach, the Income Approach, and the Cost Approach. Based on our analysis of the facts and circumstances, in estimating the fair value of the Note payable, related party, we utilized a discounted cash flow method (income approach), in the form of a Monte Carlo simulation of the Company’s stock price and volume weighted average price (“VWAP”) throughout 36-month period from the Effective Date relative to its closing stock price and VWAP. The simulated analysis estimates the expected note cash flow from the date the first payment is due and until the equity conversion rights expire under the terms of the Note payable, related party based on the following steps:

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

| i) | Stock price

3) | Ran a simulation with 25,000 trials for purposes of capturing the key inputs discussed above (i.e., forecasting the stock price and VWAP).
4) | Captured the results of the simulation and concluded based on the simulation results

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Impact Biomedical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Significant Assumptions Utilized in our Analysis

| 1. | The Note Payable provides that an event of default would include a change in ownership of fifty-five percent (55%) or more of the common stock or other voting equity interests of the Company. Therefore, by virtue of the Company executing the transaction there will be an event of default.
| 2. | The terms negotiated between the Company and the Lender in connection with the Transaction are consistent with those of a market participant:

| a. | The Lender would agree to accept the Company’s common stock in exchange for the full amount owing under the Note as of the projected merger date, September 1, 2025.
| b. | The Lender and Company would agree that the outstanding loan balance as of September 1, 2025, will be$13,176,477 of principal and $1,813,399 of interest ($14,989,876 total).
| c. | The Note Payable does not provide specific equity conversion rights in the event of a change of control. As such, the Company and the Lender would agree the 10-day VWAP is $0.46931688, or the 10-day VWAP immediately prior to September 20, 2025 (being September 18, 2025, through September 5, 2025).
| d. | Given the projected Note Payable balance of $14,989,876 and a 10-day VWAP of $0.46931688, the Lender would agree to accept 31,939,778 shares in the Company for settlement of the Note Payable on September 1, 2025.

| 3. | As the payment is in shares, the discount rate is equal to the risk-free rate (Note 15).

Note 9. Financial Instruments

Cash, Note payable, related party

The following tables show the Company’s cash, cash equivalents, restricted cash, and note payable, related party by significant investment category as of:

Schedule of Cash, Cash Equivalents, Restricted Cash, and Note Payable Related Party by Significant Investment Category

|  | September 30, 2025 |
|  | Adjusted Cost |  |  | Unrealized (Gain)/Loss |  |  | Fair Value |  |  | Cash and Cash Equivalents |  |  | Note Payable, Related Party |
Level 1 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 12,000 |  |  | $ | - |  |  | $ | 12,000 |  |  | $ | 12,000 |  |  | $ | - |
Level 2 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Note payable, related party |  |  | 14,738,000 |  |  |  | 8,143,000 |  |  |  | 22,881,000 |  |  |  | - |  |  |  | 22,881,000 |
Total |  | $ | 14,750,000 |  |  | $ | 8,143,000 |  |  | $ | 22,893,000 |  |  | $ | 12,000 |  |  | $ | 22,881,000 |

|  | 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 |

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Impact Biomedical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 10. Stockholders’ Equity

On September 16, 2024, Impact Biomedical Inc., entered into an underwriting agreement (the “Underwriting Agreement”) with Revere Securities, LLC., as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment initial public offering (the “Offering”) an aggregate of 1,500,000 of the Company’s shares of common stock, par value $0.001 per share at a public offering price of $3.00 per share. On September 17, 2024, the Company closed the Offering. The total net proceeds to the Company from the Offering, after deducting discounts, expenses allowance and expenses, was approximately $3,726,000. A final prospectus relating to this Offering was filed with the Commission on September 16, 2024. The shares of Common Stock were approved to list on the NYSE American under the symbol “IBO” and began trading there on September 16, 2024. The Company also issued warrants to the Representative and its affiliates (the “Representative’s Warrants”) warrants to purchase the number of shares of Common Stock in the aggregate equal to 5% of the Common Stock to be issued and sold in this offering (including any Shares of Common Stock sold upon exercise of the over-allotment option, if applicable). The Representative’s Warrants are exercisable for a price per share equal to 125% of the public offering price. The warrants are exercisable at any time, in whole or in part, commencing nine (9) months from the date of commencement of sales of the offering and ending on the third anniversary thereof. As of September 30, 2025, the Representative had not exercised any of these warrants.

The Company records stock-based payment expense related to options and warrants based on the grant date fair value in accordance with FASB ASC 718. Stock-based compensation includes expense charges for all stock-based awards to employees, directors and consultants. Such awards include option grants, warrant grants, and restricted stock awards. On October 1, 2024, 880,000 option grants with a purchase price of $3.00 per share were awarded to certain officers, directors and consultants of the Company. These options have various vesting periods, and all expire on October 31, 2031. Potential proceeds of these grants is $2,640,000 and are fair valued using a Black-Scholes model at approximately $50,000. The Company records stock based compensation expense of approximately $5,000 and $0 for the nine months ended September 30, 2025 and, 2024, respectively, and is included in Sales, general and administrative compensation (inclusive of stock based compensation) on the accompanying Condensed Consolidated Statement of Operations.

On February 25, 2025, the Company completed the acquisition of certain assets owned by DSS Pure Air, Inc. (DSS PureAir”), a related party, for $1,150,000 to be paid by 545,024 shares of the Company’s common stock calculated on a 10-day VWAP. Assets acquired included accounts receivable, inventory and intellectual property of the Celios air purification system.

On February 26, 2025, the Company issued 36,433 shares of the Company’s common stock as payment of legal fees incurred associated with the Company’s initial public offering (“IPO”), registration of shares associated with its equity incentive plan as well as other related services.

On September 23, 2025, the Company issued 100,000 shares of the Company’s common stock as payment of legal fees incurred associated with the Company’s merger and share exchange agreement with Dr. Ashleys Limited.

Note 11. Related Party Transactions

General and Administrative Costs

There are certain general and administrative costs incurred by DSS, a related party, on behalf of the Company which are passed through to the Company on a monthly basis. These costs consist of primarily payroll costs for certain DSS employees and are allocated based on estimated time spent on behalf of the Company. Beginning in January 2024, these costs are approximately $21,000 per month. For the nine months ended September 30, 2024, the Company incurred approximately $187,000 in related expenses. Beginning October 2024, these costs are approximately $26,000 per month. For the nine months ended September 30, 2025, the Company incurred approximately $238,000 in related expenses.

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Impact Biomedical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note payable, related party

On December 31, 2020, and later amended, the Company executed a Revolving Promissory Note (“Note”) with DSS, a related party, which accrues interest at a rate of 4.25% and is due in full at the maturity date of September 30, 2030. The Note was further amended on July 24, 2024 with an effective date of September 16, 2024 to i) allow the Company to pay certain principal and/or interest payments owing under the repayment terms in an exchange for potential of equity in the Company, ii) change the quarterly interest due dates to the last day of each calendar quarter (i.e. December 31, March 31, September 30 and September 30), iii) to adjust the On Demand feature so that it starts after the 24th month, iv) continue the planned repayment program commencing on the 37th month and on the last day of each month thereafter through August 31, 2030 to pay a fixed monthly payment of $126,381, v) to continue the scheduled maturity date of September 30, 2030, and vi) adjusts the interest rate to be the WSJ Prime Rate plus 0.50%. This Note is secured by the assets of the Company. As of September 30, 2025, the outstanding balance, inclusive of interest was $22,881,000 (net of change in fair value of the Note of $13,210,000). The $22,881,000 is recorded in Note payable, related party at September 30, 2025. As of December 31, 2024 the outstanding balance, inclusive of interest was $8,878,000 (net of change in fair value of the Note of $5,670,000). The $8,878,000 is recorded in Note payable, related party at December 31, 2024.

Note 12. Commitments and Contingencies

On August 15, 2018, the Company entered into Royalty Agreement with Chemia Corporation (“Chemia”) pursuant to which Chemia transferred to the Company all of its right to 3F (Functional Fragrance Formulation). This agreement has a 20-year term and auto renews for a period of 1 year unless mutually agreed upon by both parties. 3F consists of 3F Mosquito Repellant and 3F Anti-Viral formulations. Based on the Royalty Agreement, the Company should cover all the costs to prepare and finalize necessary patent application and other intellectual property related to 3F. Chemia agreed to support the Company in efforts leading to development of 3F intellectual property and it is licensing. Based on Royalty Agreement any payments received from development, sales, licensing or transfer of 3F technology will be paid 50% to the Company and 50% to Chemia. On November 27, 2018, Company and Chemia signed an Addendum to Royalty Agreement (“Addendum”), according to which the Company granted Chemia a royalty-based limited license for purposes of making and selling fragrances embodying the 3F technology. Based on the Addendum, Chemia should pay the Company 5% of net sales in royalty. On November 8, 2019, both companies entered into Amendment no.1 to Royalty Agreement, based on which certain expenses borne by the Company towards patent application and licensing should be reimbursed to the Company before any royalty payments are made. For the nine months ended September 30, 2025 and 2024, there were no reimbursements or royalties paid to the Company and the Company cannot be assured that Chemia’s efforts will end up in any future sales of the technology.

On March 19, 2022, Impact BioMedical entered into a License Agreement (“Equivir License”) with a third-party (“Licensee”) where the Licensor is granted the right, amongst other things, to develop, commercialize, and sell the Company’s Equivir technology. In exchange, the Licensee shall pay the Company a royalty of 5.5% of net sales. Under the terms of the Equivir Agreement, the Company shall reimburse the Licensee for 50% of the development costs provided that the development costs shall not exceed $1,250,000. As of September 30, 2025 and December 31, 2024, a liability of $0 has been recorded in relation to the Equivir License.

Note 13. Acquisition

On February 25, 2025, the Company completed the acquisition of the assets owned by DSS Pure Air, Inc. (“DSS PureAir”), a related party and under common control of DSS, Inc., for $1,150,000 to be paid by 545,024 shares of the Company’s common stock calculated on a 10-day VWAP. Assets acquired included accounts receivable valued at approximately $4,000, prepaid assets of approximately $2,000, inventory valued at approximately $489,000, and intellectual property of the Celios air purification system of approximately $325,000, inclusive of a $330,000 premium paid for the assets acquired. This premium of $330,000 is accounted for in accordance with ASC 805-50, when assets are transferred between entities under common control, the premium should not be recorded as an asset or as part of the transaction price. Instead, the premium is recorded directly to equity, reflecting the fact that the transaction is essentially an internal transfer within the condensed consolidated group.

Note 14. Supplemental Cash Flow Information

The following table summarizes supplemental cash flows of noncash investing and financing activities for the nine months ended September 30, 2025 and 2024:

Schedule of Supplemental Cash Flows of Noncash Investing and Financing Activities

|  | 2025 |  |  | 2024 |
Shares issued in lieu of cash as payment for legal services |  | $ | 190,000 |  |  |  | - |
Shares issued for acquisition of DSS PureAir assets |  | $ | 820,000 |  |  |  | - |

Note 15. Subsequent Events

The Company has evaluated all subsequent events and transactions through November 14, 2025, the date that the condensed consolidated financial statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than noted below:

Impact BioMedical Inc. (“Impact”), Dr Ashleys Limited, a Cayman Islands exempted company limited by shares (“PubCo”), Dr Ashleys Nevada Sub, Inc., a Nevada corporation and wholly-owned subsidiary of PubCo (“Merger Sub”), Dr Ashleys Bio Labs Limited, a Cayman Islands exempted company limited by shares (“Dr Ashleys Cayman”), and Kanans Visvanats (a.k.a. Kannan Vishwanatth), a Latvian national, solely in his capacity as the sole shareholder of Dr Ashleys (“Dr Ashleys Shareholder”) entered into a Merger and Share Exchange Agreement (the “Merger Agreement”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, (i) Merger Sub shall be merged with and into Impact with Impact being the surviving entity (the “Merger”), and (ii) simultaneous with or immediately following the Merger, PubCo shall acquire all of the issued and outstanding ordinary shares of Dr Ashleys Cayman from the Dr Ashleys Shareholder (the “Share Exchange”). This deal is anticipated to close during the first quarter of 2026.

On October 16, 2025, DSS BioHealth Security, Inc., elected to convert its 60,496,041 shares of Series A Convertible Preferred Stock into 60,496,041 shares of Impact’s Common Stock. This conversion was approved by Impact’s Board of Directors and Audit Committee.

On October 16, 2025, the Company converted its Note payable, related party (Note 8) to 31,939,778 shares common stock as agreed upon by the Company and DSS (lender).

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Certain statements contained herein this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “1995 Reform Act”). Except for the historical information contained herein, this report contains forward-looking statements (identified by words such as “estimate,” “project”, “anticipate”, “plan”, “expect”, “intend”, “believe”, “hope”, “strategy” and similar expressions), which are based on our current expectations and speak only as of the date made. These forward-looking statements are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements.

Overview

Impact Biomedical Inc. (“IBO”. “Impact”, “Impact BioMedical”, “we”, “us”, “our” or the “Company”) 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, and currently trades on the NYSE American under ticker symbol IBO.

By leveraging technology and new science with strategic partnerships, we provide advances in biopharmaceuticals, over the counter direct to consumer wellness offerings, and drug discovery for the prevention, inhibition, and treatment of neurological, oncologic, and inflammatory 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 IBO technologies in exchange for milestone, and royalty payments. 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, Inc. (“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.

Below is a list of our principal subsidiaries:

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

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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. outstanding equity.

Global BioLife, Inc. Through our majority owned subsidiary Global Biomedical, Inc., we own 81.8% of the outstanding equity of Global BioLife, Inc.

Sweet Sense, Inc. We are the owner of 95.5% of the outstanding equity of Sweet Sense.

Impact BioMedical has several unique and proprietary technologies that are in continuing development.

Linebacker

Linebacker is a platform of small molecule electrophilically enhanced polyphenol compounds with potential application in oncology (solid tumors), inflammatory disorders, and neurology. Polyphenols are substances found in many nuts, vegetables, and berries. Linebacker compounds are modified Myricetin, which is a common plant-derived flavonoid. Myricetin exhibits a wide range of activities that include strong antioxidant and anti-inflammatory activities (source: NIH).

Linebacker can potentially be developed as monotherapy or co-therapy to down-regulate PIM (proviral integration site for Moloney murine leukemia virus) kinase which plays a key role as an oncogene in various cancers (e.g. colon, lung, prostate, breast). Additional potential applications include inflammatory disorders and neurology.

Linebacker-1 and Linebacker-2 compounds have been licensed to ProPhase Laboratories (NASDAQ: PRPH) for development and commercialization worldwide, from which Impact Biomedical could receive future milestone and royalty payments.

Laetose

Laetose™ technology demonstrates compelling potential in reducing caloric intake and glycemic index in foods, while also inhibiting tumor necrosis factor alpha (TNF-α), a cytokine associated with inflammatory chronic diseases (data on file with IBO).

The patented formulation has potential to inhibit the inflammatory and metabolic response of sugar alone and has potential applications in therapeutic administration to reduce or limit inflammatory or metabolic diseases (e.g., diabetes). Use of Laetose in a daily diet, compared to sugar, could result in 30% lower sugar consumption and lower caloric and glycemic index/load.

Laetose has a unique composition patent allowed in the United States and patents are pending in other countries worldwide.

IBO is actively seeking potential partners for further development and commercialization of Laetose as a consumer-packaged or biopharmaceutical offering worldwide.

Functional Fragrance Formulation (“3F”)

3F is a suite of “functional fragrances” containing specialized botanical ingredients (e.g., terpenes) with potential application as an antimicrobial, or as an additive in insect repellents, detergents, lotions, shampoo, fabrics and other substances to increase effectiveness.

IBO has partnered with the Chemia Corporation (St. Louis, MO) to pursue development of the 3F technology. Chemia is a leading developer and manufacturer of fragrances and flavors.

In addition to Chemia, IBO is actively seeking potential partners for further development and commercialization of 3F worldwide, given the broad application of this technology.

Composition patents have been issued in the U.S. and are pending in other countries.

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Equivir

Equivir/Equivir G technology is a novel blend of FDA Generally Recognized as Safe (GRAS) eligible polyphenols (e.g. Myricetin, Hesperetin, Piperine) which have demonstrated antiviral effects with additional potential application as health supplements or medication. Polyphenols are substances found in many nuts, vegetables, and berries. Myricetin is a member of the flavonoid class of polyphenolic compounds with antioxidant properties. Hesperitin is a flavanone and Piperine is an alkaloid, commonly found in black pepper.

Equivir/Equivir G is licensed to ProPhase Laboratories for development and commercialization worldwide. ProPhase Lab’s initial focus is for use as an over-the-counter offering for upper respiratory wellness. Additional applications could be pursued in the future.

Method and composition patents are issued in the U.S. and other countries.

Emerging Technology

Impact BioMedical continually evaluates additional proprietary technologies that are in various phases of development. These include, and are not limited to biopharmaceuticals, indoor air quality products, preservatives, bioplastics, personalized medicine (e.g. genomics, diagnostics), nanotechnology, cannabis products and technology, pain management, and others.

These activities include discussions with potential companies/technologies which, subject to completion of diligence, and approval of the respective management boards, could potentially expand the offerings of Impact Biomedical Inc. There is no assurance that anyone, or all, of these will result in a material transaction and this is exemplary of consistent and ongoing search and discovery efforts within Impact Biomedical Inc.

Revenue

|  | Three months ended September 30, 2025 |  |  | Three months ended September 30, 2024 |  |  | % Change |  |  | Nine months ended September 30, 2025 |  |  | Nine months ended September 30,2024 |  |  | % Change |
Biotech retail sales |  | $ | 18,000 |  |  | $ | - |  |  |  | N/A |  |  | $ | 25,000 |  |  | $ | - |  |  |  | N/A |
Total revenue |  | $ | 18,000 |  |  | $ | - |  |  |  | N/A |  |  | $ | 25,000 |  |  | $ | - |  |  |  | N/A |

Revenue consists of sales of the Company’s retail sales of its Celios air purification technology. It includes online and third party distributor sales. This is a new product line acquired in February of 2025 via the Company’s transaction with DSS PureAir (see Note 13).

Costs and expenses

|  | Three months ended September 30, 2025 |  |  | Three months ended September 30, 2024 |  |  | % Change |  |  | Nine months ended September 30, 2025 |  |  | Nine months ended September 30,2024 |  |  | % Change |
Cost of revenue |  | $ | 1,000 |  |  | $ | - |  |  |  | N/A |  |  | $ | 2,000 |  |  | $ | - |  |  |  | N/A |
Sales, general and administrative compensation |  |  | 260,000 |  |  |  | 132,000 |  |  |  | 97 | % |  |  | 750,000 |  |  |  | 424,000 |  |  |  | 77 | %
Stock-based compensation |  |  | 1,000 |  |  |  | - |  |  |  | N/A |  |  |  | 5,000 |  |  |  | - |  |  |  | N/A |
Sales and marketing |  |  | 2,000 |  |  |  | 461,000 |  |  |  | -100 | % |  |  | 22,000 |  |  |  | 487,000 |  |  |  | -95 | %
Professional Fees |  |  | 234,000 |  |  |  | 122,000 |  |  |  | 92 | % |  |  | 868,000 |  |  |  | 313,000 |  |  |  | 177 | %
Research and development |  |  | 52,000 |  |  |  | 82,000 |  |  |  | -37 | % |  |  | 230,000 |  |  |  | 386,000 |  |  |  | -40 | %
Depreciation and Amortization |  |  | 288,000 |  |  |  | 281,000 |  |  |  | 2 | % |  |  | 859,000 |  |  |  | 840,000 |  |  |  | 2 | %
Rent and utilities |  |  | 19,000 |  |  |  | 4,000 |  |  |  | 375 | % |  |  | 56,000 |  |  |  | 14,000 |  |  |  | 300 | %
Other operating expenses |  |  | 109,000 |  |  |  | 45,000 |  |  |  | 142 | % |  |  | 345,000 |  |  |  | 58,000 |  |  |  | 495 | %
Total costs and expenses |  | $ | 966,000 |  |  | $ | 1,127,000 |  |  |  | -14 | % |  | $ | 3,137,000 |  |  | $ | 2,522,000 |  |  |  | 24 | %

Costs of revenue includes all direct costs of the Company’s retail sales of its Celios air purification technology. It includes online and third party distributor sales and consists of materials, and transportation costs. This asset was acquired during the first quarter of 2025 and the Company did not incur any related costs in 2024.

Selling, general and administrative compensation costs increased 97% and 77% for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024 due to additional headcount year over year as well as bonus accruals for certain Company personnel.

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Stock based compensation includes expense charges for all stock-based awards to employees, directors, and consultants. Such awards can include option grants, warrant grants, and restricted and unrestricted stock awards. The expense incurred in 2025 relates to 880,000 option granted on October 1, 2025 to certain officers, directors and consultants of the Company (Note 10). These types of awards were not used prior to the Company’s IPO in September 2024.

Sales and marketing costs, which includes internet and trade publication advertising, press releases, travel and entertainment costs. These decreased 100% and 95% for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024. The decrease in costs for the three and nine months ended September 30, 2025 is due to Company efforts to reduce travel, marketing and entertainment costs.

Professional fees increased 92% and 177% for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024. These costs consist primarily of consulting and legal services associated with developing and implementing Impact BioMedical’s business plan. These costs increased in 2025 as the Company began to enact its business plan post IPO as well as due diligence in connection with potential mergers and/or acquisitions.

Research and development represent costs consisting primarily of independent, third-party testing of the various properties of each technology the Company owns, research on new technologies as well as costs to patent newly developed technologies and other related fees for the development of new technologies. Research and development decreased 37% and 40% for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024 due primarily to a decrease in spending during 2025 on identifying new technologies as well as pausing the spend on several in-development technologies.

Depreciation and amortization expense increased 2% and 2% for the three and nine months ended September 30, 2025 as compared to September 30, 2024 and represents the amortization of the associated with the developed technology and patents as well as the amortization of the Celios patents acquired during the first quarter of 2025.

Rent and utilities represents cost associated with office space located at 1400 Broadfield Blvd, Suite 100 Houston TX which the Company began subletting from DSS during the first quarter of 2024. The increase for the three and nine months ended September 30, 2025 as compared to September 30, 2024 of 375% and 300% respectively, is due to additional space being leased.

Other operating expenses consist primarily of office supplies, IT support, travel, third party warehousing cost, and insurance costs. These costs increased 142% and 495% for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024 due primarily to increases in directors and officers insurance obtained post IPO as well as incurring third party warehousing cost associated with storage of the Company’s Celios technology acquired during Q1 of 2025.

Other Income (Expense)

|  | Three months ended September 30, 2025 |  |  | Three months ended September 30, 2024 |  |  | % Change |  |  | Nine months ended September 30, 2025 |  |  | Nine months ended September 30,2024 |  |  | % Change |
Interest income |  | $ | 3,000 |  |  | $ | 3,000 |  |  |  | 0 | % |  | $ | 10,000 |  |  | $ | 10,000 |  |  |  | 0 | %
Change in fair value of note payable, related party |  |  | (268,000 | ) |  |  | 5,670,000 |  |  |  | -105 | % |  |  | (13,210,000 | ) |  |  | 5,670,000 |  |  |  | -333 | %
Interest expense |  |  | (262,000 | ) |  |  | (305,000 | ) |  |  | -14 | % |  |  | (793,000 | ) |  |  | (795,000 | ) |  |  | 0 | %
Total other income (expense) |  | $ | (527,000 | ) |  | $ | 5,368,000 |  |  |  | 110 | % |  | $ | (13,993,000 | ) |  | $ | 4,885,000 |  |  |  | 386 | %

Interest income is recognized on the Company’s notes receivable. Although payments are being received in accordance with the note receivable terms, interest income was flat for three and nine months ended September 30, 2025 as compared to September 30, 2024 as the outstanding principal balance remained flat.

Change in fair value of note payable, related party is related to the promissory note with DSS (“DSS Note”). During the fiscal year ended 2024, the Company amended the terms of its outstanding principal balance of the DSS Note. Previously, the Note required repayment solely in cash; however, pursuant to the second amendment executed which went into effect on September 16, 2024, the Company now has the option to settle the Note in either cash or shares of the Company’s common stock, subject to certain conditions. In accordance with ASC 480, Distinguishing Liabilities and Equity, and ASC 825, Financial Instruments, the Company remeasured the fair value of the DSS Note as of the modification date and again as of September 30, 2025. As a result, the Company recognized a fair value adjustment of $268,000 and $13,210,000 for the three and nine months ended September 30, 2025.

Interest expense is recognized on the Company’s debt to DSS. Interest expense decreased 14% and remained flat for the three and nine months ended September 30, 2025 as compared to September 30, 2024, due to the increased outstanding balance of debt due.

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Net (loss) income

|  | Three months ended September 30, 2025 |  |  | Three months ended September 30, 2024 |  |  | % Change |  |  | Nine months ended September 30, 2025 |  |  | Nine months ended September 30, 2024 |  |  | % Change |
Net (loss) income |  | $ | (1,475,000 | ) |  | $ | 4,241,000 |  |  |  | -135 | % |  | $ | (17,105,000 | ) |  | $ | 2,363,000 |  |  |  | -824 | %

For the three and nine months ended September 30, 2025 and 2024, the Company a net loss of $1,475,000 and $17,105,000 as compared to net income of $4,241,000 and $2,363,000 respectively. The net loss is attributable to the Company’s cost associated with additional head count, the purchase of directors’ and officers’ insurance post IPO, the increase in professional fees associated with the execution of the Company’s business plan. The net income for the three and nine months ended September 30, 2024 is driven by the fair value adjustment to the Company’s debt with DSS.

LIQUIDITY AND CAPITAL RESOURCES

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements the Company has incurred operating losses as well as negative cash flows from operating activities over the past two years. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. These condensed consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should we be unable to continue as a going concern.

The Company has historically met its liquidity and capital requirements primarily through debt financing. On September 16, 2024, the Company completed an initial public offering raising $3,726,000 net of issuance costs and is currently listed on the NYSE American under the ticker symbol IBO. The Company’s management intends to take additional actions necessary to continue as a going concern. Management’s plans concerning these matters include, among other things, monetization of its intellectual properties, and tightly controlling operating costs.

Cash Flow from Continuing Operating Activities

Net cash used by operating activities was $1,989,000 for the nine months ended September 30, 2025 as compared to cash used by operating activities of $2,663,000 for the nine months ended September 30, 2024. This fluctuation is driven by more payments of the Company’s accounts payable by approximately $306,000.

Cash Flow from Investing Activities

Net cash provided by investing activities was $2,000 and $2,000 for the nine months ended September 30, 2025 and September 30, 2024, respectively. This activity is due to payments received on notes receivable during 2025 and 2024.

Cash Flow from Financing Activities

Net cash provided by financing activities was $0 for the nine months ended September 30, 2025. During the nine months ended September 30, 2024, net cash provided by financing activities of $4,533,000 was driven by borrowings on note payable, related party of $807,000 as well as the issuance of common stock in the amount of $3,726,000.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements that have, or are reasonably likely to have, an effect on our financial condition, financial statements, revenues, or expenses.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and accompanying notes. The financial statements as of December 31, 2024, describe the significant accounting policies and methods used in the preparation of the financial statements. There are no additional material changes to such critical accounting policies as of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

ITEM 4 - CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures for the quarter ended September 30, 2025, pursuant to Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation and on the material weaknesses disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 which remained as of September 30, 2025, our principal executive officer and principal financial officer concluded that as of, 2025, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is being recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is being accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control over Financial Reporting

While changes in the Company’s internal control over financial reporting occurred during the quarter ended September 30, 2025, as the Company began implementation of the remediation steps described in our annual report dated December 31, 2024, we believe that there were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

We are not currently a party to any material legal proceedings. From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.

ITEM 1A - RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

None.

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ITEM 6 - EXHIBITS

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.

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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.

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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.
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)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| IMPACT BIOMEDICAL, INC.
November 7, 2025 | By: | /s/ Frank D. Heuszel
|  | Frank D. Heuszel
|  | Chief Executive Officer
|  | (Principal Executive Officer)

November 7, 2025 | By: | /s/ Todd D. Macko
|  | Todd D. Macko
|  | Chief Financial Officer
|  | (Principal Financial and Accounting Officer)

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