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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 27, 2026

 

IMPACT BIOMEDICAL INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-42212   85-3926944

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1400 Broadfield Blvd., Suite 130,

Houston, TX

  77084
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (281) 415-6576

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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   IBO   The NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Amendment to Merger and Share Exchange Agreement

 

As previously disclosed, Impact BioMedical Inc., a Nevada corporation (the “Company” or “Impact”), is party to that certain Merger and Share Exchange Agreement, dated June 21, 2025 (the “Original Merger and Share Exchange Agreement”), by and among Dr Ashleys Limited, a Cayman Islands exempted company limited by shares (“PubCo”), Impact, 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”), and Kanans Visvanats (a.k.a. Kannan Vishwanatth), solely in his capacity as the sole shareholder of Dr Ashleys (the “Dr Ashleys Shareholder”).

 

On February 27, 2026, the parties entered into Amendment No. 1 to the Merger and Share Exchange Agreement (the “Amendment to the Original Merger and Share Exchange Agreement” and, together with the Original Merger and Share Exchange Agreement, the “Merger and Share Exchange Agreement”). The Amendment to the Original Merger and Share Exchange Agreement provides that in addition to issuing 22,000 PubCo ordinary shares to Frank D. Heuszel, the Chief Executive Officer of Impact (the “Impact Compensation Shares”) as set forth in the Original Merger and Share Exchange Agreement, subject to DSS, Inc.’s full performance of the obligations set forth in the Transition Arrangement Agreement (as amended), PubCo shall issue 53,000 PubCo ordinary shares (the “DSS Shares First Batch”) and 75,000 PubCo ordinary shares (the “DSS Shares Second Batch”) to DSS, Inc. at the Closing. The Amendment clarifies that the Impact Compensation Shares and the DSS Shares will be deducted from the Company Share Consideration to be issued to the Dr Ashleys Shareholder at Closing. Accordingly, the definition of “Company Share Consideration” was amended to provide that PubCo shall issue 169,560,000 PubCo ordinary shares, representing 94.20% of the total issued and outstanding PubCo ordinary shares at the Closing, without giving effect to any Compensation Shares, DSS Shares First Batch or DSS Shares Second Batch to be issued in accordance with Section 3.2(d) of the Merger and Share Exchange Agreement.

 

The Amendment also revises certain termination provisions by extending the End Date from March 31, 2026 to July 1, 2026, which may be extended with the mutual written consent of Impact, PubCo, Dr Ashleys Shareholder and the Company (as further defined in the Amendment to the Original Merger and Share Exchange Agreement) and adds a provision requiring Impact to seek board approval to enter into certain loan agreements upon request prior to the Effective Time.

 

The foregoing description of the Amendment to the Original Merger and Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The foregoing description of the Amendment to the Original Merger and Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Amendment to Voting and Support Agreement

 

On February 27, 2026, the parties to that certain voting and support agreement, dated June 21, 2025 (the “Original Voting and Support Agreement”), entered into Amendment No. 1 to the Impact Stockholder Voting and Support Agreement (the “Amendment to the Original Voting and Support Agreement” and, together with the Original Voting and Support Agreement, the “Voting and Support Agreement”). Pursuant to the Amendment to the Original Voting and Support Agreement, the supporting stockholders’ aggregate ownership was updated to reflect that such stockholders collectively hold 92,980,843 shares of Impact common stock on an as-converted basis, representing approximately 88.87% of Impact’s shares on a fully diluted basis, and Schedule I was amended to reflect the updated share ownership of DSS, Inc. and DSS BioHealth Security, Inc.

 

The foregoing description of the Amendment to the Original Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

 

 

Amendment to Transition Arrangement Agreement 

 

Also on February 27, 2026, the parties entered into Amendment No. 1 to the Transition Arrangement Agreement (the “Amendment to the Original Transition Arrangement” and, together with the Original Transition Arrangement Agreement, the “Transition Arrangement Agreement”). Pursuant to the Amendment to the Original Transition Arrangement, DSS, Inc. agreed to certain funding and hold harmless obligations in connection with the transactions contemplated by the Merger and Share Exchange Agreement and agreed to support and vote in favor of Impact’s co-signing of one or more loan agreements requested by PubCo, Merger Sub, Dr Ashleys Shareholder or Dr Ashleys, if approved by Impact’s board of directors. In consideration thereof, PubCo agreed to issue to DSS, Inc. the DSS Shares at the Closing, subject to the effectiveness of the registration statement covering such shares.

 

In consideration of the hold harmless obligations, and as referenced hereinabove, DSS shall be entitled to receive 53,000 PubCo Ordinary Shares (First Batch DSS Shares) to be issued by PubCo as part of the Share Exchange at Closing, which number will be reduced from the Company Share Consideration. Upon issuance, the First Batch DSS Shares shall be fully paid and non-assessable, and subject to the effectiveness of the Registration Statement registering the Company Share Consideration. The First Batch DSS Shares shall be registered and fully tradable by DSS under the Securities Act, subject only to any restrictions imposed by any applicable laws or regulations.

 

Upon DSS’s full performance of the Funding Obligations, DSS shall be entitled to receive 75,000 PubCo Ordinary Shares (Second Batch DSS Shares) to be issued by PubCo as part of the Share Exchange at Closing, which number will be reduced from the Company Share Consideration. Upon issuance, the Second Batch DSS Shares shall be fully paid and non-assessable, and subject to the effectiveness of the Registration Statement registering the Company Share Consideration. The Second Batch DSS Shares shall also be registered and fully tradable by DSS under the Securities Act, subject only to any restrictions imposed by any applicable laws or regulations.

 

The foregoing description of the Amendment to the Original Transition Arrangement does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

Number

  Description

10.1

 

Amendment No. 1 to the Merger and Share Exchange Agreement, dated February 27, 2026

10.2   Amendment No. 1 to the Impact Stockholder Voting and Support Agreement, dated February 27, 2026
10.3   Amendment No. 1 to the Transition Arrangement Agreement, dated February 27, 2026
104   Cover page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  IMPACT BIOMEDICAL INC.
     
Date: March 4, 2026 By: /s/ Frank D. Heuszel
  Name: Frank D. Heuszel
  Title: Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO THE MERGER AND SHARE EXCHANGE AGREEMENT

 

This Amendment No. 1 to the Merger and Share Exchange Agreement, dated as of February 27, 2026 (this “Amendment No. 1”), by and among Dr Ashleys Limited, a Cayman Islands exempted company limited by shares (“PubCo”), Impact BioMedical, Inc., a Nevada corporation (“Impact”), Dr Ashleys Nevada Sub, Inc., a Nevada corporation (“Merger Sub”), Dr Ashleys Bio Labs Limited, a Cayman Islands exempted company limited by shares (“Dr Ashleys Bio Labs”), and Kanans Visvanats (a.k.a. Kannan Vishwanatth), a Latvian national, solely in his capacity as the sole shareholder of the Company (as defined in the Initial Merger Agreement (as defined below)) (“Dr Ashleys Shareholder”). Capitalized terms not otherwise defined in this Amendment No. 1 shall have the meaning given to them in the Initial Merger Agreement (as defined below).

 

W I T N E S S E T H:

 

WHEREAS, PubCo, Dr Ashleys Bio Labs, Impact, Merger Sub, and Dr Ashleys Shareholder are parties (the “Parties”) to the Merger and Share Exchange Agreement dated as of June 21, 2025 (the “Initial Merger Agreement”); and

 

WHEREAS, in accordance with the terms of Section 14.2 of the Initial Merger Agreement, the Parties desire to enter into this Amendment No. 1 (together with the Initial Merger Agreement, the “Merger Agreement”) to amend the Initial Merger Agreement further as set forth herein to modify certain terms and conditions of the Merger Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

SECTION 1. AMENDMENT TO THE MERGER AGREEMENT

 

1.1. The tenth WHEREAS clause of the Initial Merger Agreement shall be deleted in its entirety and replaced as follows:

 

WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition and inducement to the Company’s willingness to enter into this Agreement, DSS, Inc., a New York corporation, and its subsidiaries (solely in their capacity as stockholders of Impact) (the “Impact Consenting Stockholders”), collectively holding 92,980,843 Impact Shares on an as-converted basis as of the date of this Agreement, representing 88.87% of the Impact Shares on an as-converted basis, are executing support agreements in favor of the Company in substantially the form attached hereto as Exhibit A (the “Impact Stockholder Voting and Support Agreement”), pursuant to which such Persons have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of capital stock of Impact (a) to adopt this Agreement and thereby approve the Contemplated Transactions and (b) against any Acquisition Proposal.”

 

1.2. The definition of “Company Share Consideration” under Section 1.1(a) of the Initial Merger Agreement shall be deleted in its entirety and replaced as follows:

 

Company Share Considerationmeans 169,560,000  shares of PubCo Ordinary Shares, representing 94.20% of the total issued and outstanding PubCo Ordinary Shares at the Closing, without giving effect to any Compensation Shares, DSS Shares First Batch, or DSS Shares Second Batch which will be issued in accordance with Sections 3.2(d). For the avoidance of doubt, in the event of issuance of any Compensation Shares or DSS Shares in accordance with Section 3.2(d) at the Closing, the Company Share Consideration will be reduced by such number of Compensation Shares or DSS Shares, as applicable.”

 

 

 

 

1.3. Section 1.1(c) of the Initial Merger Agreement shall be re-designated as Section 1.1(b).

 

1.4. The following definition shall be inserted immediately after the definition of “Dr Ashleys Shareholder” in Section 1.1(b) of the Merger Agreement.

 

……
DSS Shares Section 3.2(d)
   
……
DSS Shares First Batch Section 3.2(d)
   
DSS Shares Second Batch Section 3.2(d)

 

1.5. Section 2.6(b) of the Initial Merger Agreement shall be deleted in its entirety and replaced with “[Reserved]:

 

1.6. Section 2.10 of the Initial Merger Agreement shall be deleted in its entirety and shall be replaced as follows:

 

Until the Closing, the Parties agree to retain Vstock Transfer LLC (the “Transfer Agent”) as the “transfer agent” of PubCo, as such term is defined under 12 C.F.R. Part 341, for the purpose of (a) exchanging Impact Shares for PubCo Ordinary Shares in accordance with Section 2.6(a) and (b) issuing the Company Share Consideration, Compensation Shares and DSS Shares in accordance with Section 3.2. The Transfer Agent shall (i) exchange each Impact Share for the Merger Consideration, (ii) issue the Company Share Consideration, Compensation Shares and DSS Shares, and (iii) take or cause to be taken such actions as are necessary to update PubCo’s register of security holders to reflect the actions contemplated by clauses (i) and (ii) of this sentence, in each case in accordance with the terms of this Agreement and, to the extent applicable, the Articles of Merger, the NRS customary transfer agent procedures and the rules and regulations of the Depository Trust Company (“DTC”), in each case in a form approved by the Company.

 

1.7. Section 3.2(d) of the Initial Merger Agreement shall be deleted in its entirety and replaced as follows:

 

“(d) PubCo shall issue to Frank D. Heuszel, the Chief Executive Officer of Impact, a total of 22,000 shares of PubCo Ordinary Shares (“Compensation Shares”), and subject to DSS’s full performance of the relevant obligations set forth in the Transition Arrangement Agreement (as amended), to DSS, Inc., 53,000 PubCo Ordinary Sharees (the “DSS Shares First Batch”) and 75,000 PubCo Ordinary Shares (the “DSS Shares Second Batch,” together with the “DSS Shares First Batch,” the “DSS Shares”) at the Closing. For the avoidance of doubt and notwithstanding anything herein to the contrary, to avoid dilution to the Impact Shareholders, the Compensation Shares and the DSS Shares are excluded from the Merger Consideration and will be deducted from the Company Share Consideration to be issued to Dr Ashleys Shareholder at the Closing. Subject to the effectiveness of the Registration Statement registering the Company Share Consideration, upon issuance, such Compensation Shares and DSS Shares shall be registered and freely tradable by the respective holder(s) under the Securities Act, subject only to any restrictions imposed by any applicable laws or regulations.

 

 

 

 

1.8 Section 13.2(b) of the Initial Merger Agreement shall be deleted in its entirety and replaced as follows:

 

“(b) by either Impact, PubCo, Dr Ashleys Shareholder, or the Company if the Contemplated Transactions shall not have been consummated by July 1, 2026 (the “End Date”) which may be extended with the mutual written consent of Impact, PubCo, Dr Ashleys Shareholder and the Company; provided, however, that the right to terminate this Agreement under this Section 13.1(b) shall not be available if action or failure to act of such Party or such Party’s Subsidiaries has been a principal cause of the failure of the Contemplated Transactions to occur on or before the End Date and such action or failure to act constitutes a breach of this Agreement;”

 

1.9 Section 9.15 shall be inserted into the Initial Merger Agreement as follows:

 

Co-sign Certain Loan Agreements. Prior to the Effective Time, upon written request by PubCo, the Company, the Merger Sub, or Dr Ashleys Shareholder, Impact shall promptly seek the approval of Impact’s board of directors and, upon obtaining such approval, enter into one or more loan agreements as either a co-borrower, guarantor, limited guarantor, co-borrower without recourse, or in such other capacity as may be agreed.”

 

SECTION 2. EFFECTIVENESS OF AMENDMENT

 

Upon the execution and delivery hereof, the Initial Merger Agreement shall thereupon be deemed to be amended as set forth herein and with the same effect as if the Amendment No. 1 made hereby was originally set forth in the Initial Merger Agreement, and this Amendment No. 1 and the Initial Merger Agreement shall henceforth respectively be read, taken and construed as one and the same instrument, but such amendment shall not operate so as to render invalid or improper any action heretofore taken under the Initial Merger Agreement. Upon the effectiveness of this Amendment No. 1, each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment No. 1.

 

SECTION 3. GENERAL PROVISION

 

1.8. Miscellaneous. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment No. 1 may be executed and delivered by facsimile or PDF transmission. The terms, agreements and provisions of Section 14 of the Initial Merger Agreement shall apply to this Amendment No. 1, as applicable.

 

1.9. Merger Agreement in Effect. Except as specifically and explicitly provided for in this Amendment No. 1, the Initial Merger Agreement shall remain unmodified and in full force and effect.

 

[Signature Page Follows]

 

 

 

 

WHEREOF, the Parties have caused this Amendment No. 1 to be executed as of the date first above written.

 

  IMPACT BIOMEDICAL INC.
     
  By:  
     
  Name: Frank D. Heuszel
     
  Title: Chief Executive Officer

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly executed as of the date first above written.

 

  Dr. Ashley Limited
     
  By:     
     
  Name:  
     
  Title:  

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly executed as of the date first above written.

 

  Dr Ashley Bio LABS LImited
     
  By:     
     
  Name:  
     
  Title:  

 

 

 

 

WHEREOF, the Parties have caused this Amendment No. 1 to be executed as of the date first above written.

 

  DR. ASHLEYS NEVADA SUB, INC.
     
  By:       
     
  Name:  
     
  Title:  

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly executed as of the date first above written.

 

  Dr. Ashley SHAREHOLDER
     
  By:  
     
  Name: Kanans Visvanats

 

 

 

 

Exhibit 10.2

 

AMENDMENT NO. 1 TO IMPACT STOCKHOLDER VOTING AND SUPPORT AGREEMENT

 

This Amendment No. 1 to Impact Stockholder Voting and Support Agreement, dated as of February 27, 2025 (this “Amendment No. 1”), by and among Dr. Ashleys Limited, a Cayman Islands exempted company (“PubCo”), Dr Ashleys Bio Labs Limited, a Cayman Islands exempted company (the “Company”), Dr Ashleys Nevada Sub, Inc., a Nevada corporation (“Merger Sub”), Impact BioMedical Inc., a Nevada corporation (“Impact”), Kanans Visvanats (a.k.a. Kannan Vishwanatth), a Latvian national (“Dr Ashleys Shareholder”), DSS, Inc., DSS BioHealth Security, Inc. and DSS PureAir, Inc., each being a stockholder of Impact (each, the “Stockholder”). Capitalized terms not otherwise defined in this Amendment No. 1 shall have the meaning given to them in the Initial Voting and Support Agreement (as defined below).

 

W I T N E S S E T H:

 

WHEREAS, PubCo, Company, Impact, Merger Sub, Dr Ashleys Shareholder and the Stockholders are parties (the “Parties”) to the voting and support agreement dated as of June 21, 2025 (the “Initial Voting and Support Agreement”); and

 

WHEREAS, in accordance with the terms of Section 12(a) of the Initial Voting and Support Agreement, the Parties desire to enter into this Amendment No. 1 (together with the Initial Voting and Support Agreement, the “Impact Stockholder Voting and Support Agreement”) to amend the Initial Voting and Support Agreement further as set forth herein to modify certain terms and conditions of the Voting and Support Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

SECTION 1. AMENDMENT TO THE VOTING AND SUPPORT AGREEMENT

 

1.1. The third WHEREAS clause of the Initial Voting and Support Agreement shall be deleted in its entirety and replaced as follows:

 

WHEREAS, all of the Stockholders hold a total of 92,980,843 Shares on an as-converted basis as of the date of this Agreement representing 88.87% on a fully diluted basis after giving effect to the conversion of the Impact Series A Preferred Shares and the Promissory Notes held by the Stockholders as set out in Schedule I hereto.”

 

1.2. Schedule I shall be deleted in its entirety and replaced as follows:

 

Name  Common Shares 
DSS, Inc.   32,484,802 
DSS BioHealth Security, Inc.   60,496,041 

 

 

 

 

SECTION 2. EFFECTIVENESS OF AMENDMENT

 

Upon the execution and delivery hereof, the Initial Voting and Support Agreement shall thereupon be deemed to be amended as set forth herein and with the same effect as if the Amendment No. 1 made hereby was originally set forth in the Initial Voting and Support Agreement, and this Amendment No. 1 and the Initial Voting and Support Agreement shall henceforth respectively be read, taken and construed as one and the same instrument, but such amendment shall not operate so as to render invalid or improper any action heretofore taken under the Initial Voting and Support Agreement. Upon the effectiveness of this Amendment No. 1, each reference in the Initial Voting and Support Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import referring to the Initial Voting Agreement shall refer to the Impact Stockholder Voting and Support Agreement as amended by this Amendment No. 1.

 

SECTION 3. GENERAL PROVISION

 

3.1 Miscellaneous. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment No. 1 may be executed and delivered by facsimile or PDF transmission. The terms, agreements and provisions of Section 12 of the Initial Voting and Support Agreement shall apply to this Amendment No. 1, as applicable.

 

3.2 Voting and Support Agreement in Effect. Except as specifically and explicitly provided for in this Amendment No. 1, the Initial Voting and Support Agreement shall remain unmodified and in full force and effect.

 

[Signature Page Follows]

 

 

 

 

WHEREOF, the Parties have caused this Amendment No. 1 to be executed as of the date first above written.

 

  IMPACT BIOMEDICAL INC.
     
  By:  
     
  Name: Frank D. Heuszel
     
  Title: Chief Executive Officer

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly executed as of the date first above written.

 

  Dr. Ashley Limited
     
  By:     
     
  Name:  
     
  Title:  

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly executed as of the date first above written.

 

  Dr Ashley Bio LABS LImited
     
  By:     
     
  Name:  
     
  Title:  

 

 

 

 

WHEREOF, the Parties have caused this Amendment No. 1 to be executed as of the date first above written.

 

  DR. ASHLEYS NEVADA SUB, INC.
     
  By:      
     
  Name:  
     
  Title:  

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly executed as of the date first above written.

 

  Dr. Ashley SHAREHOLDER
     
  By:                
     
  Name:  

 

 

 

 

WHEREOF, the Parties have caused this Amendment No. 1 to be executed as of the date first above written.

 

DSS, INC.:  
     
By:     
     
Name:    
     
Title:    
     
Email (For Notice):  

 

 

 

 

WHEREOF, the Parties have caused this Amendment No. 1 to be executed as of the date first above written.

 

DSS BIOHEALTH SECURITY, INC.:  
     
By:            
     
Name:    
     
Title:    
     
Email (For Notice):  

 

 

 

 

WHEREOF, the Parties have caused this Amendment No. 1 to be executed as of the date first above written.

 

DSS PUREAIR, INC.:  
     
By:        
     
Name:    
     
Title:    
     
Email (For Notice):  

 

 

 

 

Exhibit 10.3

 

AMENDMENT NO. 1 TO TRANSITION ARRANGEMENT AGREEMENT

 

This Amendment No. 1 to Transition Arrangement Agreement, dated as of February 27, 2026 (this “Amendment No. 1”), by and among Dr. Ashleys Limited, a Cayman Islands exempted company (“PubCo”), Impact BioMedical Inc., a Nevada corporation (“Impact”), Frank D. Heuszel (“Impact CEO”), and DSS, Inc. (“DSS”). Capitalized terms not otherwise defined in this Amendment No. 1 shall have the meaning given to them in the Original Transition Arrangement Agreement (as defined below) or the Merger Agreement.

 

W I T N E S S E T H:

 

WHEREAS, PubCo, Impact, Impact CEO, and DSS are parties (the “Parties”) to the Transition Arrangement Agreement dated as of June 21, 2025 (the “Original Transition Arrangement Agreement”); and

 

WHEREAS, in accordance with the terms of Section 5.1 of the Original Transition Arrangement Agreement, the Parties desire to enter into this Amendment No. 1 (together with the Original Transition Arrangement Agreement, the “Transition Arrangement Agreement”) to amend the Original Transition Arrangement Agreement further as set forth herein to modify certain terms and conditions of the Original Transition Arrangement Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

SECTION 1. AMENDMENT TO THE ORIGINAL TRANSITION ARRANGEMENT AGREEMENT

 

1.1. Section 5 will be inserted into the Original Transition Arrangement Agreement as follows:

 

“Section 5. DSS Obligations

 

5.1 Hold Harmless. DSS shall hold Dr Ashleys harmless from any claims, demands, suits or other forms of liability that may arise against them or for or on account of any action taken by them to terminate the employment of the Impact CEO, Impact CFO, Impact COO and any other employees of Impact in connection with the Merger (the “Hold Harmless Obligation”).

 

5.2 Funding. DSS shall support and fund Impact through the Closing and ensure that Impact performs all its obligations and satisfies all the conditions under the Merger Agreement (the “Funding Obligations”).”

 

5.3 Support for Co-Signing Certain Loan Agreements. DSS agrees to support and vote in favor of Impact’s co-signing of one or more loan agreements requested by PubCo, the Company, the Merger Sub, or Dr Ashleys Shareholder if such action is approved by the board of directors of Impact and submitted to the shareholders of Impact for approval.”

 

1.2. Section 6 will be inserted into the Original Transition Agreement as follows:

 

Section 6. DSS Shares

 

6.1 In consideration of the Hold Harmless Obligations, DSS shall be entitled to receive 53,000 PubCo Ordinary Shares (the “First Batch DSS Shares”) to be issued by PubCo as part of the Share Exchange at Closing, which number will be reduced from the Company Share Consideration. Upon issuance, the First Batch DSS Shares shall be fully paid and non-assessable, and subject to the effectiveness of the Registration Statement registering the Company Share Consideration, the First Batch DSS Shares shall be registered and fully tradable by DSS under the Securities Act, subject only to any restrictions imposed by any applicable laws or regulations.

 

 

 

 

6.2 Upon DSS’s full performance of the Funding Obligations, DSS shall be entitled to receive 75,000 PubCo Ordinary Shares (the “Second Batch DSS Shares”) to be issued by PubCo as part of the Share Exchange at Closing, which number will be reduced from the Company Share Consideration. Upon issuance, the Second Batch DSS Shares shall be fully paid and non-assessable, and subject to the effectiveness of the Registration Statement registering the Company Share Consideration, the Second Batch DSS Shares shall be registered and fully tradable by DSS under the Securities Act, subject only to any restrictions imposed by any applicable laws or regulations.”

 

1.3Section 5 of the Original Transition Arrangement Agreement shall be re-designated as Section 7, and the subsections of Section 5 shall be re-designated accordingly.

 

1.4The content of Section 5.2 of the Original Transition Arrangement Agreement shall be deleted and replaced with “[Reserved]”.

 

1.5A new subsection 12 shall be added to Section 7 of the Transition Arrangement Agreement (as re-designated pursuant to Section 1.3 of this Amendment No. 1) as follows:

 

7.12 Termination upon Termination of Merger Agreement. Notwithstanding anything to the contrary in this Agreement, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement shall automatically terminate as of the effective time of such termination of the Merger Agreement, and no Party shall have any further rights or obligations hereunder, except for those provisions which by their terms expressly survive termination and any rights or liabilities that have accrued prior to such termination.

 

SECTION 2. EFFECTIVENESS OF AMENDMENT

 

Upon the execution and delivery hereof, the Original Transition Arrangement Agreement shall thereupon be deemed to be amended as set forth herein and with the same effect as if the Amendment No. 1 made hereby was originally set forth in the Original Transition Arrangement Agreement, and this Amendment No. 1 and the Original Transition Arrangement Agreement shall henceforth respectively be read, taken and construed as one and the same instrument, but such amendment shall not operate so as to render invalid or improper any action heretofore taken under the Original Transition Arrangement Agreement. Upon the effectiveness of this Amendment No. 1, each reference in the Original Transition Arrangement Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import referring to the Original Transition Arrangement Agreement shall refer to the Transition Arrangement Agreement as amended by this Amendment No.1.

 

SECTION 3. GENERAL PROVISION

 

1.3. Miscellaneous. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment No. 1 may be executed and delivered by facsimile or PDF transmission. The terms, agreements and provisions of Section 5 of the Original Transition Arrangement Agreement shall apply to this Amendment No. 1, as applicable.

 

1.4. Transition Arrangement Agreement in Effect. Except as specifically and explicitly provided for in this Amendment No. 1, the Transition Arrangement Agreement shall remain unmodified and in full force and effect.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

 

  Dr AshleyS Limited
     
  By:  
     
  Name:  
     
  Title:  

 

[Signature Page to Amendment to Transition Arrangement Agreement]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

 

  Impact BioMedical Inc.
     
  By:  
     
  Name: Frank D. Heuszel
     
  Title: Chief Executive Officer

 

[Signature Page to Amendment to Transition Arrangement Agreement]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

 

  fRANK D. HEUSZEL
     
  By:  

 

[Signature Page to Amendment to Transition Arrangement Agreement]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

 

  DSS, INC.
     
  By:  
     
  Name:  
     
  Title:  

 

[Signature Page to Amendment to Transition Arrangement Agreement]