Full Press Release Details
Ashleys Limited and Impact BioMedical Inc. Announce Strategic Merger
WIRE)] - New York, NY - Dr Ashleys Limited, a Hong Kong based global pharmaceutical company ("Dr Ashleys"), and Impact BioMedical
Inc. ("Impact BioMedical") (NYSE American: IBO), a Texas based biopharmaceuticals developer listed on the New York Stock
Exchange American ("Impact BioMedical", together with Dr Ashleys, the "Parties"), are pleased to announce the
execution of a merger and share exchange agreement (the "Merger Agreement") on June 21, 2025 to enter into a strategic
merger transaction (the "Transaction"). Upon closing of the Transaction, Dr. Ashleys will acquire Impact BioMedical through
a reverse merger that will result in a newly formed combined entity (the "PubCo") traded on the NYSE American under the name
"Dr Ashleys Limited."
Transaction marks a strategic move that underscores the growing importance of innovation and collaboration in the biomedical industry.
With Dr Ashleys' global reach and financial capabilities, the potential for Impact BioMedical's patents to reach the market
has never been greater.
Kanans Visvanats, Director of Dr. Ashleys Limited, stated:
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."
D. Heuszel, CEO of Impact Biomedical Inc., commented:
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 terms of the Merger Agreement, a merger subsidiary incorporated in Nevada as a PubCo subsidiary will merge with and into Impact BioMedical,
with Impact BioMedical being the surviving entity. Simultaneous with or immediately following the merger, 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 BioMedical and Dr. Ashleys shall become wholly-owned subsidiaries of PubCo.
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.
Boards of Directors of both Dr Ashleys and Impact BioMedical have unanimously approved the proposed Transaction, subject to, among other
things, approval by Impact BioMedical's shareholders, and satisfaction (or waiver, as applicable) 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
(the "SEC") and the approval of listing applications with the New York Stock Exchange.
information about the proposed Transaction, including a copy of the Merger Agreement, will be provided in a Current Report on Form 8-K
to be filed by Impact BioMedical with the SEC and available at www.sec.gov. Additional information about the proposed Transaction will
be described in the registration statement on Form F-4 or S-4, which will be filed by the newly formed PubCo with the SEC.
Capital LLC is serving as M&A and Capital Markets advisor to Dr Ashleys. Robinson & Cole LLP and Harney Westwood & Riegels
are serving as U.S. and Cayman Islands legal counsel, respectively, to Dr Ashleys. Sichenzia Ross Ference Carmel LLP is serving as U.S.
legal counsel to Impact BioMedical and Revere Securities LLC is serving as M&A advisor to Impact BioMedical. Capital Formation Marketing,
LLC, is serving as Investor Relations and Public Relations for the Proposed Transaction.
Ashleys Limited is a global pharmaceutical company dedicated to the development and manufacturing of specialized and complex active pharmaceutical
ingredients (APIs) and orphan drugs for rare diseases. The company's expertise spans across various critical health areas, including
malaria, cancer, gastrointestinal disorders, acute respiratory infections, COVID-19, dengue fever, tuberculosis, and other infectious
diseases. Under the visionary leadership of Dr. Kanans Visvanats FRSC, a second-generation pharmaceutical and chemical engineer, the
company revolutionized the industry by significantly reducing the cost of manufacturing generic and patented drugs. With more than a
dozen manufacturing patents, the company provides over 300 million annual medical doses to the world's disease epicenters, addressing
both non-communicable diseases and infectious diseases.
BioMedical Inc. is a pioneering company dedicated to the development and commercialization of innovative health and wellness solutions.
With a robust portfolio of 90+ patents, the company focuses on addressing critical health challenges through cutting-edge research and
development. Impact BioMedical's expertise spans various critical health areas, including malaria, cancer, gastrointestinal disorders,
acute respiratory infections, COVID-19, dengue fever, tuberculosis, and other infectious diseases.
Media information, contact:
Formation Marketing, LLC
Investment Banking & Corporate Information, contact:
Capital International LLC
Information and Where to Find It
connection with the proposed Transaction, the PubCo will file with the SEC a Registration Statement on Form F-4 or S-4 (as amended, the
"Registration Statement"), which will include a proxy statement/prospectus for Impact BioMedical. After the Registration
Statement is declared effective, Impact BioMedical will send the proxy statement/prospectus and other relevant documents to its shareholders.
This press release is not a substitute for the proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT DR ASHLEYS, IMPACT BIOMEDICAL, THE PROPOSED TRANSACTION AND RELATED MATTERS. The Registration
Statement and any other relevant filed documents (when they are available) can be obtained free of charge from the SEC's website
at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Impact BioMedical at https://www.impactbiomedinc.com/contact-us/
or upon written request at 1400 Broadfield Blvd., Suite 130, Houston, TX, 77084.
press release contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions
described herein, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but
are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing
equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated
future financial and operating performance and results, including estimates for growth, the expected management and governance of the
PubCo, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend,"
"plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of
future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market,
industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or
risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the
pending business combination, including the risk that the transaction may not close due to one or more closing conditions to the transaction
not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental
entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations
or restrictions in connection with such approvals; (ii) risks related to the ability of the parties to successfully integrate the businesses;
(iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction
agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance, operations
or prospects of Dr Ashleys or Impact BioMedical; (v) risks related to disruption of management time from ongoing business operations
due to the proposed transaction; (vi) the risk that any announcements relating to the proposed transaction could have adverse effects
on the market price of Impact BioMedical's securities; (vii) the risk that the proposed transaction and its announcement could
have an adverse effect on the ability of Dr Ashleys to retain customers and retain and hire key personnel and maintain relationships
with their suppliers and customers and on their operating results and businesses generally; (viii): risks relating to the biopharmaceutical
sector, including consumer preference and purchasing habit changes, raw material supply fluctuation, governmental regulatory and enforcement
changes, market competitions, competitive product and pricing activity; and (ix) risks relating to the PubCo's ability to enhance
its products, manage its intellectual property portfolio, execute its business strategy, expand its customer base and maintain stable
relationship with its business partners.
further list and description of risks and uncertainties can be found in the Registration Statement that will be filed with the SEC by
PubCo in connection with the proposed Transaction, and other documents that the parties may file or furnish with the SEC, which you are
encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned
not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and
Dr Ashleys, Impact BioMedical and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or
circumstances after the date they were made except as required by law or applicable regulation.
Offer or Solicitation
press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of
Dr Ashleys or Impact BioMedical, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act