Impact BioMedical to Merge with Dr. Ashleys, Creating New Public Entity

DSS subsidiary Impact BioMedical is merging with Dr. Ashleys through a reverse merger, resulting in a new publicly traded entity, Dr Ashleys Limited, on the NYSE American. The merger combines Dr. Ashleys' pharmaceutical manufacturing with Impact BioMedical's innovative platform to fast-track new therapies. The deal involves converting shares and exercising debt-to-equity rights, and requires shareholder, regulatory, and NYSE approval.

Dr. Ashleys Limited, a Hong Kong-based global pharmaceutical company, and Impact BioMedical Inc., a Texas-based biopharmaceuticals developer listed on the New York Stock Exchange American, have announced a strategic merger agreement. The merger will result in the formation of a new publicly traded entity, Dr. Ashleys Limited, on the NYSE American.

The merger involves a reverse merger, where Dr. Ashleys will acquire Impact BioMedical through a Nevada subsidiary. Upon closing, Impact BioMedical and Dr. Ashleys will become wholly-owned subsidiaries of the new entity, which will be operated by the management team of Dr. Ashleys. The merger aims to leverage Dr. Ashleys' global reach and financial capabilities to accelerate the market reach of Impact BioMedical's innovative pharmaceutical patents.

Key transaction terms include the formation of a Nevada subsidiary, the acquisition of all issued and outstanding shares of Dr. Ashleys Bio Labs Limited, and the appointment of a new Board of Directors by Dr. Ashleys. The merger requires shareholder, regulatory, and NYSE approval, with a current report on Form 8-K to be filed with the SEC and additional information provided in a registration statement on Form F-4 or S-4.

Dr. Kanans Visvanats, Director of Dr. Ashleys Limited, commented, "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., stated, "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."

The merger is expected to provide significant synergies and revenue opportunities, with the combined entity poised to become a leading player in the biomedical industry. However, the merger is subject to various risks and uncertainties, including the expected timing and likelihood of completion, the ability to successfully integrate the businesses, and the occurrence of any event that could give rise to the termination of the transaction agreements.

The merger agreement was facilitated by M&A and Capital Markets advisor BMI Capital LLC, U.S. and Cayman Islands legal counsel Robinson & Cole LLP and Harney Westwood & Riegels, and U.S. legal counsel Sichenzia Ross Ference Carmel LLP. Capital Formation Marketing, LLC, is serving as Investor Relations and Public Relations for the proposed transaction.

For media information, contact William Keegan at (516) 435-8365 or wkeegan@cfmct.com. For investment banking & corporate information, contact Tsvi Chuck Guy Sr. at cguy@bmicapital.com.

[1] https://www.biospace.com/press-releases/dr-ashleys-limited-and-impact-biomedical-inc-announce-strategic-merger