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Dr Ashleys Limited, a Hong Kong based global pharmaceutical company ("Dr Ashleys"), and Impact BioMedical Inc. ("Impact BioMedical") (NYSE:IBO), a Texas based biopharmaceuticals developer listed on the New York Stock Exchange American ("Impact BioMedical", together with Dr Ashleys, the "Parties"), are pleased to announce the execution of a merger and share exchange agreement (the "Merger Agreement") on June 21, 2025 to enter into a strategic merger transaction (the "Transaction"). 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 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.
Statements from Leadership
Dr. Kanans Visvanats, Director of Dr. Ashleys Limited, stated:
"This merger represents a significant milestone in our journey to bring innovative pharmaceutical treatments to patients worldwide. By integrating Impact Biomedical's impressive IP portfolio into our R&D efforts, we are poised to accelerate the development of groundbreaking therapies and expand our Impact on global health."
Frank D. Heuszel, CEO of Impact Biomedical Inc., commented:
"We are thrilled to join forces with Dr. Ashleys Limited. Their global reach and financial strength will provide the resources and infrastructure needed to bring our innovations to market, ultimately benefiting people around the world."
Key Transaction Terms
Under the terms of the Merger Agreement, a merger subsidiary incorporated in Nevada as a PubCo subsidiary will merge with and into Impact BioMedical, with Impact BioMedical being the surviving entity. Simultaneous with or immediately following the merger, PubCo shall acquire all of the issued and outstanding shares of Dr Ashleys Bio Labs Limited, a Cayman Islands exempted company holding all shares of Dr. Ashleys. As a result of the Transaction, Impact BioMedical and Dr. Ashleys shall become wholly-owned subsidiaries of PubCo. Upon closing, the PubCo will be operated by the management team of Dr Ashleys, with a new Board of Directors to be assembled by Dr Ashleys.
The Boards of Directors of both Dr Ashleys and Impact BioMedical have unanimously approved the proposed Transaction, subject to, among other things, approval by Impact BioMedical's shareholders, and satisfaction (or waiver, as applicable) of the conditions provided in the Merger Agreement, including regulatory approvals and other customary closing conditions, including 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.
Posted In: IBO
