Impact Biomedical Inc

1. 1

   Business Combination Proposal

   ManagementBoard: FOR

   Adopt the amended merger and share exchange agreement providing for the merger of Merger Sub with and into Impact, the exchange of Zoar shares for PubCo shares, and related issuance and restructuring transactions.

   More detail

   The proposal asks stockholders to adopt the amended merger and share exchange agreement with Zoar, PubCo, Merger Sub, and the Zoar shareholder. The transaction would merge Merger Sub into Impact, with Impact surviving as a wholly owned PubCo subsidiary. Existing Impact shares would be converted into PubCo shares representing approximately 4.80% of PubCo after the closing. PubCo would simultaneously acquire all Zoar shares and issue approximately 93.32% of its shares to the Zoar shareholder, along with shares to the Impact CEO, DSS, and BMI Capital. The transaction would materially dilute existing Impact stockholders but would combine Impact’s intellectual-property portfolio with Zoar’s pharmaceutical API and CDMO business. Completion is conditioned on stockholder approval, SEC effectiveness of the registration statement, NYSE approval, specified cash and debt conditions, and other customary closing conditions. The Impact Board considered a Corporate Valuation Advisors fairness opinion and an updated fairness opinion, which concluded that the consideration was fair from a financial perspective to unaffiliated Impact stockholders. The Board unanimously recommends a vote FOR, while noting that the Zoar shareholder will control PubCo after closing and that Impact’s directors and CEO have interests differing from those of other stockholders.

2. 2

   Corporate Document Proposal

   ManagementBoard: FOR

   Approve PubCo’s amended and restated memorandum and articles of association to become effective upon completion of the business combination.

   More detail

   The proposal asks Impact stockholders to approve PubCo’s amended and restated memorandum and articles of association. The new constitutional documents would become effective when the business combination closes. They establish the Cayman Islands corporate framework for the post-transaction holding company and replace the Nevada governance documents that currently govern Impact stockholders. The documents authorize PubCo ordinary shares and permit the board to issue preferred shares with terms that may be superior to ordinary shares. They also contain provisions concerning director appointment and removal, shareholder meetings, transfers, indemnification, dividends, and exclusive forums. The proposal is expressly conditioned on approval of the Business Combination Proposal, so it has no effect if the transaction is not approved. Approval would therefore facilitate the legal conversion from Impact’s Nevada corporate structure to PubCo’s Cayman Islands structure. The Board unanimously recommends a vote FOR the proposal.

3. 3

   Director Election Proposal

   ManagementBoard: FOR

   Elect eight nominees to Impact’s Board of Directors to serve until the next annual meeting and until successors are elected and qualified.

4. 4

   Auditor Ratification Proposal

   ManagementBoard: FOR

   Ratify Grassi & Co. Certified Public Accountants, P.C. as Impact’s independent registered public accounting firm for fiscal year 2026.

5. 5

   Advisory Vote on Executive Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the named executive officers disclosed in the Summary Compensation Table and related disclosures.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, the compensation paid to the executive officers named in the Summary Compensation Table. The resolution covers the compensation disclosures in the Company’s 2025 Annual Report on Form 10-K, including the summary compensation and related tables and narrative explanations. The vote is required under the Dodd-Frank Act’s say-on-pay provisions. Management argues that the compensation policies are intended to attract, motivate, and retain qualified executives. Management also states that the program is aligned with the long-term interests of stockholders. The advisory nature of the vote means it will not bind the Board or the Company and will not override prior compensation decisions. The vote also does not create or modify fiduciary duties of the Board, its committees, or the Company. The proposal is notable because CEO Frank D. Heuszel is expected to receive 22,000 PubCo shares at the closing of the proposed business combination, in addition to his disclosed compensation and transition-services interests. The Board unanimously recommends a vote FOR the proposal.

6. 6

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting to a later date if necessary to solicit additional proxies or provide timely supplemental meeting materials.

   More detail

   The proposal asks stockholders to authorize adjournment of the Special Meeting to a later date or dates. The stated purposes are to solicit additional proxies if there are insufficient votes for the other proposals or to ensure that a proxy statement/prospectus supplement or amendment is delivered in a timely manner. The proposal is procedural and does not itself approve the business combination or alter the transaction terms. It could give management additional time to obtain votes, particularly because approval of several substantive proposals requires a majority of outstanding Impact shares. The filing states that abstentions have the same effect as votes against the adjournment proposal for shares present or represented by proxy. Shares not present or represented generally have no effect on the adjournment vote. The Board believes the authority is necessary or appropriate to preserve the ability to complete proxy solicitation and provide updated materials. The proposal is particularly relevant because the business combination has multiple interdependent approvals and a fixed November 20, 2026 outside date. The Board unanimously recommends a vote FOR the proposal.

Upcoming shareholder meetings at Impact Biomedical Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Impact Biomedical Inc 2026 special meeting?

Impact Biomedical Inc (IBO) holds its 2026 special shareholder meeting on Friday, November 13, 2026.

What is the record date for the Impact Biomedical Inc 2026 meeting?

The record date for the Impact Biomedical Inc 2026 meeting is Tuesday, October 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Impact Biomedical Inc's 2026 meeting?

The board is presenting 8 director nominees at the Impact Biomedical Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Impact Biomedical Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Impact Biomedical Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.