IMPACT BIOMEDICAL INC.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 7, 2025
IBO$4.10-6.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-023809
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001493152-25-021286
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 61 previous paragraphs and 64 current paragraphs.
44 unchanged; 16 reworded; 4 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Revenue
Current report
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).
Current report
Net (loss) income
Current report
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.
Removed paragraphs (1)
Reworded paragraphs (16)
Previous wording
Costs of revenue includes all direct costs of the Company’s retail sales of its Celios air purification technology. It including online and third party distributor sales and consists of materials, third party warehousing, and transportation costs. This asset was acquired during the first quarter of 2025 and the Company did not incur any related costs in 2024.
Current wording
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.
Previous wording
Selling, general and administrative compensation costs increased 68% for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024 due to additional headcount year over year as well as bonus accruals for certain Company personnel.
Current wording
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.
Previous wording
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. These types of awards were not used prior to the Company’s IPO in September 2024.
Current wording
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.
Previous wording
Sales and marketing costs, which includes internet and trade publication advertising, press releases, travel and entertainment costs. These decreased 94% and 23% for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024. The decrease in cost for the three and six months ended June 30, 2024 is due to efforts to reduce cost.
Current wording
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.
Previous wording
Professional fees increased 793% and 148% for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024. These cost 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.
Current wording
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.
Previous wording
Research and development costs 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 cost to patent newly developed technologies and other related fees for the development of new technologies. Research and development decreased 38% and 41% for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024 due primarily to efforts put toward several of its patents during 2024 that have not continued into 2025.
Current wording
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.
Previous wording
Depreciation and amortization expense increased 3% and 2% for the three and six months ended June 30, 2025 as compared to June 30, 2024 and represents the amortization of the associated with the developed technology and patents acquired as part of the acquisition of Impact BioMedical by DSS as well as the amortization of the Celios patents acquired during the first quarter of 2025.
Current wording
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.
Previous wording
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 six months ended June 30, 2025 as compared to June 30, 2024 of 260% and 311% respectively, is due to additional space being leased.
Current wording
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.
Previous wording
Other operating expenses consist primarily of office supplies, IT support, travel and insurance costs. These costs increased 817% and 1,380% for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024 due primarily to increases in directors and officers insurance obtain post IPO.
Current wording
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.
Previous wording
Interest income is recognized on the Company’s notes receivable. Interest income was flat for three and six months ended June 30, 2025 as compared to June 30, 2024 as the outstanding principal balance remained flat.
Current wording
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.
Previous wording
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 June 30, 2025. As a result, the Company recognized a fair value adjustment of $12,942,000 for the three and six months ended June 30, 2025.
Current wording
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.
Previous wording
Interest expense is recognized on the Company’s debt to DSS. Interest expense increased 0% and 8% for the three and six months ended June 30, 2025 as compared to June 30, 2024, due to the increased outstanding balance of debt due.
Current wording
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.
Previous wording
For the three and six months ended June 30, 2025 and 2024, the Company recorded increases in net loss of 1,524% and 723%. The increase in 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, as well as the fair value adjustment to the Company’s debt with DSS.
Current wording
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.
Previous wording
Net cash used by operating activities was $1,376,000 for the six months ended June 30, 2025 as compared to cash used by operating activities of $1,378,000 for the six months ended June 30, 2024. This fluctuation is driven by more payments of the Company’s accounts payable by approximately $313,000, as well as increase in net loss after reconciling items of approximately $583,000
Current wording
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.
Previous wording
Net cash provided by investing activities was $1,000 and $1,000 for the six months ended June 30, 2025 and June 30, 2024, respectively. This activity is due to payments received on notes receivable during 2025 and 2024.
Current wording
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.
Previous wording
Net cash provided by financing activities was $0 for the six months ended June 30, 2025. During the six months ended June 30, 2024, net cash provided by financing activities was driven by borrowings from DSS of $1,378,000.
Current wording
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.