DSS’ Impact BioMedical announces strategic merger with Dr. Ashley’s

DSS (DSS) announced that its subsidiary, Impact BioMedical, has entered into a definitive merger agreement with Dr. Ashleys. Under the terms of the agreement, Dr. Ashleys will acquire Impact through a reverse merger that will result in a newly formed combined entity traded on the NYSE American under the name “Dr Ashleys Limited.” The combination of Dr. Ashleys’ extensive pharmaceutical manufacturing and commercialization capabilities with Impact BioMedical’s innovation-driven platform positions the combined company to accelerate the development of groundbreaking therapies. Under the terms of the Merger Agreement, a series of conversion and equity alignment actions are contemplated to simplify ownership and strengthen DSS’s strategic position in the newly formed public entity immediately prior to closing. This includes the conversion of Impact’s Series A Preferred Stock, the exercise of DSS’s debt-to-equity rights under its promissory note, and the cancellation of in-the-money Impact options and warrants for Impact shares. These shares, including those held by DSS, will be converted into PubCo ordinary shares, representing 4.80% of the combined company’s total outstanding shares at closing. Under the terms of the Merger Agreement, a merger subsidiary incorporated in Nevada as a PubCo subsidiary will merge with and into Impact, with Impact being the surviving entity. Simultaneously with or immediately following the merger, the 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 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 have unanimously approved the proposed Transaction, subject to, among other things, approval by Impact’s shareholders, and satisfaction 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 and the approval of listing applications with the New York Stock Exchange.