IMPACT BIOMEDICAL INC.
For the period ended Sep 22, 2025. Filed Sep 22, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 22, 2025 · Filed Sep 22, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
| Filed by Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
IMPACT BIOMEDICAL INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
| ☒ | No fee required. | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |
| 1) | Title of each class of securities to which transaction applies: | |
| 2) | Aggregate number of securities to which transaction applies: | |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| 4) | Proposed maximum aggregate value of transaction: | |
| 5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials: | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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| 2) | Form, Schedule or Registration Statement No.: | |
| 3) | Filing Party: | |
| 4) | Date Filed: | |
Copies to: Darrin M. Ocasio, Esq. Sichenzia Ross Ference Carmel, LLP 1185 Avenue of the Americas, 31st Fl. New York, NY 10036 Tel: (212) 930 9700
IMPACT BIOMEDICAL INC.
1400 BROADFIELD BLVD., SUITE 130
HOUSTON, TX 77084
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 5, 2025
10:00 A.M. EASTERN TIME
To our Stockholders:
The 2025 Annual Meeting of Stockholders of Impact BioMedical Inc. (the “Company”, “we”, “us” or “our”) will be held on Wednesday, November 5, 2025, at 10:00 a.m. Eastern time at 1400 Broadfield Blvd., Suite 130, Houston, TX 77084, for the purposes of:
| 1. | To elect 8 director nominees to the Company’s Board of Directors to hold office until the next Annual Meeting of Stockholders; |
| 2. | To ratify the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 3. | To provide an advisory vote on executive compensation. |
We also will transact such other business as may properly come before the meeting and any adjournments or postponements of the meeting. The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.
The Board of Directors has fixed the close of business on September 8, 2025, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof. These proxy materials will be mailed on or about September 25, 2025 to the stockholders of record on the record date.
The Board of Directors recommends that you vote “FOR” the proposals set forth in this Notice of Annual Meeting of Stockholders and the Proxy Statement.
**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING:**The Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2024, and the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders, along with any amendments to the foregoing materials that are required to be furnished to stockholders, will be available at www.proxyvote.com
| Sincerely, | |
|---|---|
| /s/ Frank D. Heuszel | |
| Name: | Frank D. Heuszel |
| Title: | Chief Executive Officer and Executive Chairman |
TABLE OF CONTENTS
| THE MEETING | 1 |
|---|---|
| Date, Time and Place | 1 |
| Matters to be Considered | 1 |
| Important Notice Regarding the Availability of this Proxy Statement | 1 |
| REVOCABILITY OF PROXY | 2 |
| GENERAL INFORMATION ABOUT VOTING | 2 |
| Record Date | 2 |
| Voting | 2 |
| Votes Required for Approval | 2 |
| Abstentions and Broker Non-Votes | 3 |
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 4 |
| Proposal | 4 |
| Nominees for Directors | 4 |
| Required Stockholder Vote and Recommendation of Our Board of Directors | 4 |
| PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 5 |
| Proposal | 5 |
| Audit Fees | 5 |
| Tax Fees | 5 |
| All Other Fees | 5 |
| Administration of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services | 5 |
| Required Stockholder Vote and Recommendation of Our Board of Directors | 5 |
| PROPOSAL NO. 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION | 6 |
| DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 7 |
| Directors and Executive Officers | 7 |
| Committees of our Board | 10 |
| Audit Committee | 10 |
| Nominating and Corporate Governance Committee | 11 |
| Code of Ethics | 11 |
| Involvement in Certain Legal Proceedings | 11 |
| Director Compensation | 11 |
| Leadership Structure and Risk Oversight | 12 |
| Compensation Risk Assessment | 12 |
| Director Nominations | 12 |
| Communication with Directors | 12 |
| EXECUTIVE COMPENSATION | 13 |
| Summary Compensation Table | 13 |
| Employment and Severance Agreements | 13 |
| Outstanding Equity Awards at Fiscal Year-End | 14 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 14 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE AND RELATED PERSON TRANSACTIONS | 16 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 16 |
| Transactions with Related Persons | 16 |
| Review, Approval or Ratification of Transactions with Related Persons | 17 |
| AUDIT COMMITTEE REPORT | 17 |
| STOCKHOLDER PROPOSALS | 18 |
| SOLICITATION OF PROXIES | 19 |
| OTHER BUSINESS | 20 |
| AVAILABLE INFORMATION | 20 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.