お知らせ • Jun 23
Dr Ashleys Limited entered into a Merger and Share Exchange Agreement to acquire Impact BioMedical Inc. (NYSEAM:IBO) from DSS BioHealth Security, Inc, DSS, Inc. (NYSEAM:DSS), DSS Pure Air, Inc. and others in a reverse merger transaction.
Dr Ashleys Limited entered into a Merger and Share Exchange Agreement to acquire Impact BioMedical Inc. (NYSEAM:IBO) from DSS BioHealth Security, Inc, DSS, Inc. (NYSEAM:DSS), DSS Pure Air, Inc. and others in a reverse merger transaction on June 21, 2025. The Transaction marks a strategic move that underscores the growing importance of innovation and collaboration in the biomedical industry. With Dr Ashleys’ global reach and financial capabilities, the potential for Impact BioMedical’s patents to reach the market has never been greater. Upon closing of the Transaction, Dr. Ashleys will acquire Impact BioMedical through a reverse merger that will result in a newly formed combined entity (the “PubCo”) traded on the NYSE American under the name “Dr Ashleys Limited.” The consummation of the Merger is subject to customary closing conditions, including, among others, (i) the adoption of the Merger Agreement and the transactions contemplated thereby by the board of directors and the requisite stockholders of Impact and Dr Ashleys Cayman, (iii) the absence of any law or order by any governmental entity in effect that seeks to enjoin, make illegal, delay or otherwise restrain or prohibits the consummation of the Merger, (iv) NYSE’s approval of the shares of PubCo to be issued in the Merger and the Share Exchange being listed on NYSE American, (v) NYSE’s approval of the initial listing application, including a conditional approval prior to the Effective Time, (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of Impact and PubCo or Dr Ashleys Cayman and its wholly owned subsidiary, a Hong Kong incorporated company named Dr Ashleys Limited (both individually and jointly as applicable, “Dr Ashleys”) contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement, (vii) the absence of a material adverse effect with respect to each of Impact and Dr Ashleys, (viii) the registration statement as contemplated under the Merger Agreement becoming effective, (ix) Impact having net cash of at least $10,000 at the Closing, (xiii) Impact having net debt of $0 at the Closing and (xiv) delivery of certain certificates and opinions as agreed to between the parties under the Merger Agreement as of the Effective Time or the Closing, as applicable. The Merger Agreement also provides for certain termination rights for the parties. The Boards of Directors of both Dr Ashleys and Impact BioMedical have unanimously approved the proposed Transaction, subject to an effective registration statement on Form F-4 or S-4 in connection with the proposed Transaction being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and the approval of listing applications with the New York Stock Exchange.
Sichenzia Ross Ference Carmel LLP acted as advisor to Impact BioMedical and DSS, Inc., Robinson & Cole LLP acted as advisor to Dr Ashleys Bio Labs Limited, BMI Capital LLC is serving as M&A and Capital Markets advisor to Dr Ashleys. Robinson & Cole LLP and Harney Westwood & Riegels are serving as U.S. and Cayman Islands legal counsel, respectively, to Dr Ashleys. Sichenzia Ross Ference Carmel LLP is serving as U.S. legal counsel to Impact BioMedical and Revere Securities LLC is serving as M&A advisor to Impact BioMedical. Capital Formation Marketing, LLC, is serving as Investor Relations and Public Relations for the Proposed Transaction. Equiniti Trust Company, LLC Transfer Agent to Impact.