Through our majority-owned subsidiaries, Global BioLife and Impact BioLife, we own or have rights to a portfolio of biomedical intellectual property, including intellectual property assigned to itGlobal BioLife by one ofGRDG. Global Biolife leverages its shareholders. We are devoted to research in four main areas: (i) the “Linebacker” project, which aimsscientific know-how and intellectual property rights to develop a universal therapeutic drug platform; (ii) a newvarious emerging technologies, including biopharmaceuticals, antivirals, antimicrobials, sugar substitute called “Laetose,”; (iii) a multi-use fragrance called “3F” (Functional Fragrance Formulation);alternatives, insect repellents, fragrances, bioplastics and (iv) Equivir/Nemovir, a blend of natural polyphenols designed as an antimicrobial medication.preservatives.

Linebacker

“

Linebacker” has is a multi-faceted therapeutic platform for metabolic, neurologic, cancer, and infectious diseases. Our process features a molecular tuning technique that modifies a natural compound to induce potency, efficacy, bioavailability, and trans-membrane permeability while maintaining safety, toxicity, and tolerability. Natural compounds used in the Linebacker platform have demonstrated promising resultsstrong potential in treating and preventing a range of diseases including neurological, anti-microbial, anti-viral and oncology diseases. Unlike the traditional approach to treat individual diseases with specific drugs, the Linebacker platform seeks to offer a breakthrough therapeutic option for multiple diseases. Linebacker is designed to work by inhibiting TNF-alpha and indication specific causes (e.g. neurology, anti-inflammatory diseases, oncology). Linebacker’s intended use is subject to FDA regulation, and the FDA must approve any drug or biologic product before it can be marketed in the United States. In addition, prior to being sold outside the United States, our Linebacker technology must be approved by the regulatory agencies of foreign governments. Prior to filing a cascade of inflammatory responses responsiblenew drug application or biologics license application with the FDA, we would have to perform extensive clinical trials, and prior to beginning any clinical trial, we would need to perform extensive preclinical testing which could take several years and may require substantial expenditures. To date, we have not conducted preclinical testing or clinical trials (human or otherwise) on Linebacker nor have we received any FDA approval to conduct such any such preclinical testing or clinical trials. Further, because we have not conducted any testing or studies on Linebacker, we are not able to substantiate or demonstrate that Linebacker will function as planned, nor can we seek FDA approval to market and sell Linebacker. To date, we have not performed the extensive preclinical testing necessary to begin any clinical trials for many diseases. Its design isLinebacker; and until we have conducted the necessary clinical trials, we will not be able to seek FDA approval for Linebacker. Currently, we have no plans to conduct preclinical testing or clinical trials (human or otherwise) involving Linebacker.

We intend to identify third parties or customers that are interested in direct contrastpurchasing, licensing or co-developing products that leverage our Linebacker technology. We have not entered into any such agreements to date, and there can be no guarantee that we will enter into any such agreements or that such agreements will be on terms that are favorable to the traditional approach of targeting individual diseases with specific drugs. Charles River Laboratories International, Inc., an independent company that provides services to help pharmaceutical and biotechnology companies, government agencies and leading academic institutions around the globe, has performed the studies needed for Global BioLife Linebacker research and drug development efforts.Company.

Laetose

Laetose technology is derived from a unique combination of sugar and other compounds, which demonstrates the ability to inhibit the inflammatory response of sugar alone. Use of Laetose in a daily diet, compared to sugar, could result in 30% less sugar consumption and lower glycenmic index/load. Based on our intended use for Laetose, Laetose may be classified as a high-intensity sweetener by the FDA. High-intensity sweeteners are commonly used as sugar substitutes or sugar alternatives because they are many times sweeter than sugar but contribute only a few to no calories when added to foods. High-intensity sweeteners, like all other ingredients added to food in the United States, must be safe for consumption. Further, a high intensity sweetener is regulated as a food additive, unless its use as a sweetener is generally recognized as safe (GRAS). The use of a food additive must undergo premarket review and approval by FDA before it can be used in food. In contrast, use of a GRAS substance does not require premarket approval. Rather, the basis for a GRAS determination based on scientific procedures is that experts qualified by scientific training and experience to evaluate its safety conclude, based on publically available information, that the substance is safe under the conditions of its intended use. A company can make an independent GRAS determination for a substance with or without notifying FDA. Regardless of whether a substance is approved for use as a food additive or its use is determined to be GRAS, scientists must determine that it meets the safety standard of reasonable certainty of no harm under the intended conditions of its use. This standard of safety is defined in FDA’s regulations.

As of this date, we have not performed any scientific testing to determine the safety of Laetose for human consumption, and no qualified experts have evaluated the safety of Laetose. Therefore, we have not been able to make any determination that Laetose is safe for human consumption. Currently, we have no plans to conduct any scientific testing relating to the safety of Laetose, and any there can be no guarantee that any such testing will conclude that Laetose is safe for human consumption.

We intend to identify third parties or customers that are interested in purchasing, licensing or co-developing products that leverage Laetose. We have also developed a low-calorie, low glycemic level, natural modified sugar through Global BioLife. not entered into any such agreements to date, and there can be no guarantee that we will enter into any such agreements or that such agreements will be on terms that are favorable to the Company.

The product, “Laetose,” is a functional sugar with a calorie count 30% to 50% lower than regular sugar. Laetose is designed to possess low glycemic properties and mitigate inflammation. This product is at the commercialization stage. The companyCompany is presently seeking to license Laetose. Global BioLife establishedLaetose by way of a business development agreement between Sweet Sense, Inc., a joint venture Sweet Sense, Inc.established by Global BioLife and Quality Ingredients, LLC (“Sweet Sense”), with Quality Ingredients, LLCand BFS. Sweet Sense was established for the development, manufacture, and global distribution of the new sugar substitute. On November 8, 2019, the Company purchased 50% of Sweet Sense Inc. from Quality Ingredients, LLC for $91,000. Sweet Sense is now an 81.8% owned subsidiary of the Impact BioMedical.

Functional Fragrance Formulation (“3F”)

Global BioLife, has established3F is a collaborationunique formulation of specialized ingredients (e.g. terpenes) from botanical sources with U.S.-based Chemia Corporationpotential application as an insect repellent and an antimicrobial. Currently, approximately 20 combination insect repellent-sunscreen drug products are available for consumers. These products consist of one of three insect repellents (N,N-diethyl-meta-toluamide (DEET), oil of citronella, or IR3535) and a sunscreen component (one or more sunscreen ingredients). Internal repellent test results demonstrated the prevention and limitation of insect bites up to develop specialized fragranceseight (8) hours. To date, we have not conducted studies to counter mosquito-borne diseasesestablish marketing claims.

We also intend to identify third parties or customers that are interested in purchasing, licensing or co-developing products that leverage 3F. We have not entered into any such as Zikaagreements to date, and Dengue, among other medical applications. The 3F mosquito fragrance product, which is made from specialized oils sourced from botanicalsthere can be no guarantee that mosquitos avoid, has shown promising results in repelling mosquitos in laboratory testing. Global BioLife is seeking to commercialize this product. Together with Chemia, we are attempting to license 3F. Any potential profits from the 3F projectwill enter into any such agreements or that such agreements will be split between Global BioLife and Chemia pursuanton terms that are favorable to the terms of the Royalty Agreement, dated as of August 15, 2018, by and between Global BioLife and Chemia Corporation, and the Addendum thereto, dated as of November 27, 2018 and Amendment No. 1 to Royalty Agreement, dated as of November 8, 2019.Company.

Equivir

Equivir/Nemovir technology is a novel blend of naturally occurring compounds that are sourced from fruits, vegetables, and other natural substances. Equivir was createddesigned to be used as a health supplement for human beings, and this intended use is subject to FDA regulation. The FDA must approve any drug or biologic product before it can be marketed in biological emergencies.the United States. In addition, prior to being sold outside the United States, our Equivir istechnology must be approved by the regulatory agencies of foreign governments. Prior to filing a patented medication,new drug application or biologics license application with the FDA, we would have to perform extensive clinical trials, and our research has indicated that it has broad antiviral efficacy against multiple types of infectious disease. The ability ofprior to beginning any clinical trial, we would need to perform extensive preclinical testing which could take several years and may require substantial expenditures. To date, we have conducted no preclinical testing or clinical trials (human or otherwise) on Equivir. Further, because we have not conducted any testing or studies on Equivir, we are not able to inhibit viruses makes itsubstantiate or demonstrate its benefits as a promising candidate.health supplement or seek FDA approval at this time. Currently, we have no plans to conduct any preclinical testing or clinical trials (human or otherwise) involving Equivir. 

Global BioLifeWe intend to identify third parties or customers that are interested in purchasing, licensing or co-developing products that leverage Equivir. We have not entered into any such agreements to date, and Sweet Sensethere can be no guarantee that we will enter into any such agreements or that such agreements will be on terms that are favorable to the Company.

In addition, other Equivir analogues are under development and provisional patents have engagedbeen filed.

Recent Developments

BioMed Technologies Asia Pacific Holdings Limited Investment

On December 19, 2020, the Company, entered into a consulting firmsubscription agreement (the “Subscription Agreement”) with BioMed Technologies Asia Pacific Holdings Limited (“BioMed”), a limited liability company incorporated in the biopharmaceuticalBritish Virgin Islands, pursuant to which the Company agreed to purchase 525 ordinary shares or 4.99% of BioMed at a purchase price of approximately $630,000. The Subscription Agreement provides, among other things, the Company the right to appoint a new director to the board of BioMed. With respect to an issuance of shares to a third party by BioMed, the Company will have the right of first refusal to purchase such shares, as well as customary tag-along rights.

In connection with the Subscription Agreement, on December 9, 2020, the Company entered into an exclusive distribution agreement (the “Distribution Agreement”) with BioMed, to directly market, advertise, promote, distribute, and life sciences industry,sell certain BioMed products, which focus on manufacturing natural probiotics, to assistresellers. The Distribution Agreement is for an initial term of ten years, and upon expiration, renews for additional successive one-year terms unless either party elects not to renew. The Distribution Agreement may be terminated by either party for cause as specified therein. Pursuant to the Distribution Agreement, BioMed provides its products to the Company at the prices set forth in our goalthe Distribution Agreement, such prices being firm and not subject to increase except for as provided in the Distribution Agreement. Further, pursuant to the Distribution Agreement, BioMed is solely responsible for all costs and expenses relating to the Company’s distribution of licensingBioMed’s products. This investment is valued at cost as it does not have a readily determined fair value. As of December 31, 2021, the Company has generated approximately $83,000 through the sale of BioMed’s products under the Distribution Agreement.

BioMed focuses on manufacturing natural probiotics, pursuant to which the Company will directly market, advertise, promote, distribute and sell certain BioMed products to resellers. The products to be distributed by the Company include BioMed’s PGut Premium Probiotics®, PGut Allergy Probiotics®, PGut SupremeSlim Probiotics®, PGut Kids Probiotics®, and PGut Baby Probiotics®.

Vivacitas Investment

On March 15, 2021, the Company entered into a Stock Purchase Agreement (the “Vivacitas Agreement #1”) with Vivacitas Oncology Inc. (“Vivacitas”), to purchase 500,000 shares of its common stock at the per share price of $1.00, with an option to purchase 1,500,000 additional shares at the per share price of $1.00. This option will terminate upon one of the following events: (i) Vivacitas’ board of directors cancels this option because it is no longer in the best interest of the Company; (ii) December 31, 2021; or (iii) the date on which Vivacitas receives more than $1.00 per share of the Company’s common stock in a private placement with gross proceeds of $500,000. Under the terms of the Vivacitas Agreement #1, the Company will be allocated two seats on the board of Vivacitas. On March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc. (“Seller”) to purchase from the Seller’s its wholly owned subsidiary Impact Oncology PTE Ltd. (“IOPL”) for a purchase price $2,480,000. The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic 805. IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common stock. The Sellers largest shareholder is Mr. Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors and its largest shareholder.

On April 1, 2021, the Company entered into an additional stock purchase agreement with Vivacitas (“Vivacitas Agreement #2”), whereas Vivacities wished to employ the service of the Chief Business Officer of Impact Biomedical, and in return for the services of this individual, Vivacitas shall issue to the Company, the aggregate purchase price for the Class A Common Shares of Vivacitas at the value of $1.00 per share shall be $120,000 to be paid in twelve (12) equal monthly installments for the period between April 1, 2021 and March 31, 2022.

On July 22, 2021, the Company exercised 1,000,000 of the available options under the Vivacitas Agreement #1 for $1,000,000. This, along with the shares received as part Vivacitas Agreement #2 increased the Company’s equity position in Vivacitas to approximately 90,000 shares or 16% as of December 31, 2021. As of December 31, 2021, the fair value of the Company’s investment in Vivacitas is not readily available, and therefore is recorded at cost in the amount of $4,035,000.

Vivacitas is a clinical stage biotech company pursuing development of next generation camptothecin technology to treat solid tumors in oncology.

Promissory Note 1

On February 21, 2021, Impact BioMedical, Inc. entered into a promissory note (“Promissory Note 1”) with an individual. The Company loaned the principal sum of $206,000, with interest at a rate of 6.5%, and maturity date of August 19, 2022. Monthly payments are due on the twenty-first day of each month and continuing each month thereafter until August 19, 2022, at which time all accrued interest and the entire remaining principal shall be due and payable in full. This note is secured by certain real property situated in Collier County, Florida. The outstanding principal and interest as of Linebacker, Laetose, 3FDecember 31, 2021, approximated $197,000 and Equivir/Nemovir.is classified in current notes receivable on the accompanying consolidated balance sheets.

Promissory Note 2

On May 14, 2021, DSS PureAir, Inc., a wholly owned subsidiary of the Company, entered into a convertible promissory note (“Promissory Note 2”) with a limited liability company registered in the state of Texas (“Borrower”). The Promissory Note 2 has an aggregate principal balance up to $5,000,000, to be funded at request of the borrower. The Promissory Note 2, which incurs interest at a rate of 6.5% due quarterly, has a maturity date of May 14, 2023. The Promissory Note 2 contains an options conversion clause that allows the Company to convert all, or a portion of all, into new issued member units of the borrower with the maximum principal amount equal to 18% of the total equity position at conversion. The outstanding principal and interest as of December 31, 2021, approximated $5,081,000, which is classified as Notes receivable on the consolidated balance sheet.

Borrower is a commercial stage company with photocatalytic oxidation technology used to protect people, plants, and animals from the world’s most dangerous pathogens with air and surface purification products for commercial and residential use.

DSS Note

On December 31, 2020, and later amended on March 31, 2022, the Company executed a Revolving Promissory Note (“Note”) with DSS which accrues interest at a rate of 4.25% and is due in full at the maturity date of March 31, 2023. The revolving nature of this Note permits for principal amounts borrowed to be repaid and reborrowed. In the case of default, at DSS’s option, (i) eighteen percent (18%) per annum, or (ii) such lesser rate of interest as Lender in its sole discretion may choose to charge; but never more than the Maximum Lawful Rate. As of December 31, 2021 and 2020, this Note had an outstanding balance of $12,523,615 and $1,059,229, respectively.

Although there is no formal written agreement to fund the Company, DSS may continue to fund the operations of the Company on an as needed basis to be decided by its board of directors.

Property

We do not have offices, and at the present time, officeOffice space is provided to the us by DSS at no costscost.

Commercialization Business Strategies

Our business model revolves mainly around two approaches – Licensing and Sales Distribution.

1. Licensing

The licensing strategy envisions that our subsidiaries would develop valuable andincludes developing unique patented technologies which would then be licensed to pharmaceutical companies or venture capitalists in exchangeexternal partners for an agreed payment (consisting of a fee or royalty).developing, registration, and commercialization as appropriate. We believe that interest in licensing certain projects may rise over time as validating data becomes available.

2. Sales Distribution

Certain affiliates of ours have relationships with developing global distribution networks. We currently intend to engage inpursue private labelling to go into production of products for sales generation. Our plans to expand its geographical presence globallyopportunities in these and intends to launch more products to add on over time.other networks. In addition, the we intend to launch a newutilize our affiliates newly launched retail e-commerce site in 2021 to allow us to take orders and deliver products.

Distribution Agreement by and between BioMed Technologies Asia Pacific Holdings Limited and the Company

On December 9, 2020, the Company entered into a distribution agreement (the “BioMed Distribution Agreement”) with BioMed Technologies Asia Pacific Holdings Limited (“BioMed Technologies”), whereby BioMed Technologies agreed to sell to the Company, and the Company agreed to purchase and resell BioMed Technologies’ BioMed Gut Health Products (the “BioMed Products”) as identified in the BioMed Distribution Agreement. Pursuant to the BioMed Distribution Agreement, the Company will act as the exclusive distributor of the BioMed Products in the U.S., Canada, Singapore, Malaysia, and South Korea. The BioMed Distribution Agreement does not preclude the Company from selling competing products.

The initial term of the BioMed Distribution Agreement is ten (10) years from the December 9, 2020 effective date, unless earlier terminated. Upon its expiration, the BioMed Distribution Agreement shall automatically renew for additional successive one (1) year term unless and until either party provides notice of nonrenewal at least sixty (60) days before the end of the then-current term. The Company may terminate the BioMed Distribution Agreement if BIoMed Technologies: (a) repudiates any of its obligations under the BioMed Distribution Agreement; (b) materially breaches any its representations, warranties or covenants; (c) fails to or threatens to fail to, timely deliver the BioMed Products; (d) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due and payable, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy, (iii) seeks reorganization, arrangement, adjustment, winding-up, liquidation or dissolution or other relief from its debts, (iv) makes or seeks to make a general assignment for the benefit of its creditors, (v) or applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction or (e) is unable to perform its obligations for more than thirty (30) consecutive business days due to a force majeure event. In addition, the Company may terminate the BioMed Distribution Agreement at its option, at any time, and for any reason.

3. Research and Development

Stockholders Agreement between Global BioLife and the Global BioLife Stockholders

On April 26, 2017, Global BioLife entered into a stockholders’ agreement with its stockholders Global BioMedical, GRDG and Holista (the “Global BioLife Stockholders’ Agreement”). Through our wholly-owned subsidiary Global BioMedical, we own 80% of Global BioLife. Pursuant to the Global BioLife Stockholder’s Agreement, GRDG has agreed to contribute to Global BioLife any and all right, title, interest and ownership held by GRDG in any patent related to the uses of the “Linebacker Patents” as defined in the Global BioLife Stockholders’ Agreement. Further, pursuant to the Global BioLife Stockholders Agreement, GRDG has agreed to contribute to Global BioLife the advice and services of Daryl Thompson as a scientist during the term of the agreement in connection with the development of the Linebacker Patents and all projects associated therewith, as well as such other projects as Global BioLife may from time to time pursue. In addition, Global BioLife has agreed to contract with GRDG for the needed research in order to develop the Linebacker Patents as well as new intellectual property. Compensation paid by Global BioLife for this work, if any, shall be provided for in Global BioLife’ budget

Pursuant to the Global BioLife Stockholders’ Agreement, Global Biomedical has agreed to contribute to Global BioLife the funds set forth in the Global BioLife budget and such reasonable amounts as the Global BioLife board of directors shall in future annual periods authorize as Global BioLife’s business plan and budget. Such budget shall include (i) a payment of $20,994 per month to GRDG and (ii) such other amounts as shall be necessary to fund the scientific operations that the Global BioLife board shall agree to pursue. The monthly payments were adjusted for the increase in rent of GRDG office and general inflation. Current monthly payments approximate to $43,000. For the year ended December 31, 2021, the Company incurred expenses of $509,176. The Company incurred expenses of $329,409 (predecessor – January 1, 2020 to August 21, 2020) and $184,284 (successor – August 22, 2020 to December 31, 2020). On December 31, 2021 and December 31, 2020, the Company owed this related party $0 and had prepaid monthly fees approximating $43,000 and $35,000, respectively.

Under the Global BioLife Stockholders’ Agreement, Holista has agreed to (i) assist in the global commercialization of Global BioLife’s intellectual property, (ii) assist in the initiation and development of joint venture opportunities for Global BioLife, and (iii) provide the expertise of Dr. Rajen M. Dato to Global BioLife, who shall be available to provide management service and assist in the strategic director of Global BioLife.

The Global BioLife Stockholders’ Agreement shall terminate (a) upon the dissolution and winding up of Global BioLife or (b) on the date the parties terminate the agreement by unanimous written consent.

On May 22, 2018, the parties to the Global BiolLife Stockholders’ Agreement entered into Amendment No. 1 to the agreement (“Amendment No. 1 to the Global BioLife Stockholders Agreement”), and in August of 2020 the parties entered into Amendment No. 2 to the agreement (“Amendment No. 2 to the Global BioLife Stockholders Agreement”). Pursuant to Amendment No. 2, the parties to the Global BioLife Stockholders Agreement agreed to waive the obligations of GRDG to contribute any further inventions, discoveries or other items of intellectual property developed by GRDG during the term of the Stockholders’ Agreement subsequent to the date of Amendment No. 2, except for any invention, discovery or other items of intellectual property which is directly related to, or necessary for the sale, licensing or further development of intellectual property owned by Global BioLife.

Stockholders Agreement between Impact BioLife and the Impact BioLife Stockholders

In December 2020, Impact BioLife entered into a stockholders agreement with its stockholders Impact BioMedical and GRDG (the “Impact BioLife Stockholders’ Agreement”). Pursuant to the Impact BioLife Stockholders’ Agreement, GRDG agreed to (i) transfer certain intellectual property as identified in the Stockholders’ Agreement to Impact BioLife, (ii) present all suitable technologies developed by GRDG to Impact BioLife, so as to provide Impact BioLife with the opportunity to fund, own and develop any intellectual property developed by GRDG and (iii) retain the advice and services of Mr. Daryl Thompson as a scientist during the term of the Impact BioLife Stockholders’ Agreement in connection with all projects as Impact BioLife may from time to time pursue. Further, pursuant to the Impact BioLife Stockholders’ Agreement, GRDG also agreed that Daryl Thompson will devote most of his professional time per week to the business of Impact BioLife, including but not limited to, the development of new intellectual property for Impact BioLife.

In addition, pursuant to the Impact BioLife Stockholder’s Agreement, the Company has agreed to contribute to Impact BioLife such reasonable amounts as the board of directors of Impact BioLife shall in future annual periods authorize as Impact BioLife’s business plan and budget (the “Impact BioLife Budget”). The Impact BioLife Budget shall include (i) a payment approximating $43,000 per month to GRDG and (ii) such other amounts as shall be necessary to fund the research, development and other scientific operations that the Impact BioLife board of directors shall agree to pursue. For the year ended December 31, 2021, the Company incurred expenses of $509,176. The Company incurred expenses of $329,409 (predecessor – January 1, 2020 to August 21, 2020) and $184,284 (successor – August 22, 2020 to December 31, 2020). On December 31, 2021 and December 31, 2020, the Company owed this related party $0 and had prepaid monthly fees approximating $43,000 and $35,000, respectively.

Pursuant to the Impact BioLife Stockholders’ Agreement, the board of directors of Impact BioLife shall never be less than one nor more than five directors. GRDG shall be entitled to nominate one director to the Impact Biolife board of directors so long as it shall remain a stockholder of Impact BioLife. The Company shall be entitled to nominate the remaining directors of the Impact BioLife. In addition, pursuant to the Impact BioLife Stockholders’ Agreement, so long as it is a stockholder of Impact BioLife, the Company is entitled to appoint Impact BioLife’s chief executive officer, who, at the discretion of the Company, may also serve as a director of the Impact BioLife board of directors. The parties to the Impact BioLife Stockholders’ Agreement have agreed that the initial directors of the Impact BioLife board of directors shall be Heng Fai Ambrose Chan, Frank D. Heuszel and Daryl Thompson. The Company shall appoint the chairman of the Impact BioLife board of directors.

The Impact BioLife Stockholders’ Agreement will terminate (a) upon the dissolution and winding up of Impact BioLife, (b) on the date the parties terminate the agreement by unanimous written, (c) on the fifth anniversary of the date of the Impact BioLife Stockholders’ Agreement, unless the parties mutually agree to an extension, or (d) upon three months’ written notice by either party.

Employees

We have two employees focused primarily on the development and marketing of existing technologies as well as identifying new opportunities. Certain services are provided to us and our subsidiaries by DSS as well as by GRDG, a related party, pursuant to the Global BioLife Stockholders’ Agreement dated as of December 2020.and the Impact BioLife Stockholders’ Agreement. At the present time, Global BioLife pays GRDG $35,000approximately $43,000 per month for services provided by GRDG.

Future Product Research PipelineLegal Proceedings

In additionFrom time to time, we may be involved in various other claims and legal proceedings relating to claims arising out of our major projects, the company has several other early stage research projects that we believe have potential for further research and development. In particular, we have partnered with GRDG,operations. We are not currently a specialized research team that focuses on developing solutions for biodefense under the guidelines of the Project BioShield Act, Event 201, and Potomac Institute for Policy Studies, on the following research project:

Cannabinoid Research

Through our partnership with GRDG, we intendparty to work in collaboration with research institutions to enhance a cannabinoid extract for the treatment of cancers and cancer-associated pain, and will look to use the expertise of collaborating research institutions to synthesize, test and validate the compounds. The result of this one-year program will be looking at two therapeutic drugs that have been evaluated for in-vitro efficacy against Pancreatic, Lung, Breast, and Prostate Cancer; in-vivo efficacy against Pancreatic Cancer in an animal model; in-vivo efficacy against Pancreatic Cancer-induced pain in an animal model; and in-vivo Pharmacokinetic and toxicity in animals to include vital organ and blood plasma concentrations after administration, major cytokine activity, renal function, blood chemistry/hematology, cellular morphology, Mitotic index, and Maximum Tolerated Dose. These tests, conducted in rats, will attempt to determine how much of the drugs can be administered safely, the effects of the drugs on metabolism and organs, and their effective doses for the respective purposes.any material legal proceedings.

Competition

The biohealth business is highly competitive. Existing and future competitors may introduce products and services in the same markets we serve, and competing products or services may have better performance, lower prices, better functionality and broader acceptance than our products. This competition could result in increased sales and marketing expenses, thereby materially reducing our operating margins, and could harm our ability to increase, or cause us to lose, market share.

Most, if not all, of our current and potential competitors may have significantly greater resources or better competitive positions in certain product segments, geographic regions or user demographics than we do. These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market conditions.

Our competitors may develop products, features or services that are similar to its own or that achieve greater acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Certain competitors could use strong or dominant positions in one or more markets to gain competitive advantage us in its target market or markets. As a result, our competitors may acquire and engage customers or generate revenue at the expense of our own efforts.

Future Research/Emerging Technologies

In addition to our current technologies, we continue our exploration and discovery efforts. Current areas of interest include natural entities for drug development/treatment, food preservatives, and other categories. These efforts may result in new intellectual property, drug treatments, and consumer and wellness offerings subject to study/data results. They may also never reach development milestones, prove effective, or result in material value to the company.

Intellectual Property

We strive to protect the intellectual property that we believe is important to our business, including seeking and maintaining patent protection intended to cover the composition of matter of our product candidates, their methods of use, their methods of production, related technologies and other inventions. In addition to patent protection, we also rely on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection, including certain aspects of technical know-how.

Our commercial success depends in part upon our ability to obtain and maintain patent and other proprietary protection for commercially important technologies, inventions and know-how related to our business, defend and enforce our intellectual property rights, particularly our patent rights, preserve the confidentiality of our trade secrets and operate without infringing valid and enforceable intellectual property rights of others.

The patent positions for companies like us are generally uncertain and can involve complex legal, scientific and factual issues. In addition, the coverage claimed in a patent application can be significantly reduced before a patent is issued, and its scope can be reinterpreted and even challenged after issuance. As a result, we cannot guarantee that any of our product candidates will be protectable or remain protected by enforceable patents. We cannot predict whether the patent applications we are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient proprietary protection from competitors. Any patents that we hold may be challenged, circumvented or invalidated by third parties.

The following table shows our material patents and the expiration date of each patent as of March 31, 2022:

Regulation of the Biohealth Business

In the United States, the drug, device and cosmetic industries have long been subject to regulation by various federal and state agencies, primarily as to product safety, efficacy, manufacturing, advertising, labeling and safety reporting. The U.S. Food and Drug Administration, or FDA, has broad regulatory powers. Extensive testing and documentation is required for FDA approval of new drugs and devices, increasing the expense of product introduction. Significant expenses are also evident in major markets outside of the United States.

The costs of human health care have been and continue to be a subject of study, investigation and regulation by governmental agencies and legislative bodies around the world. In the United States, attention has been focused on drug prices and profits and programs that encourage doctors to write prescriptions for particular drugs, or to recommend, use or purchase particular medical devices. The regulatory agencies under whose purview Impact BioMedical may operate in the future have administrative powers that may subject partners to whom Impact BioMedical licenses products to actions such as product withdrawals, recalls, seizure of products and other civil and criminal sanctions.

In addition, business practices in the health care industry have come under increased scrutiny, particularly in the United States, by government agencies and state attorneys general, and resulting investigations and prosecutions carry the risk of significant civil and criminal penalties.

Partners to whom we license products in the future may need to rely on global supply chains, and production and distribution processes, that are complex, subject to increasing regulatory requirements, and may be faced with unexpected changes that may affect sourcing, supply and pricing of materials used in products which we have or will develop. These processes also are subject to lengthy regulatory approvals.

Share Exchange Transaction

On August 21, 2020, we closed on a Share Exchange Agreement by and among DSS, DSS BioHealth Security, Inc. (“DSS BioHealth”), Alset International Ltd. (formerly Singapore eDevelopment Ltd.), and Global Biomedical Pte Ltd. (“GBM”), pursuant to which we became a wholly-owned subsidiary of DSS BioHealth.BioHealth Security, Inc. Shortly after closing, Frank D. Heuszel, Jason Grady and John Thatch were appointed directors, and Mr. Heng Fai Ambrose Chan remained on the Board of Directors and appointed Chief Executive Officer, Mr. Heuszel was appointed President, Mr. Grady was appointed Chief Operating Officer and Todd Macko was appointed Secretary and Treasurer, replacing the officers and directors who resigned in connection with the share exchange.

Mr. Chan is the Chief Executive Officer and largest shareholderbeneficial owner of outstanding shares of common stock of Alset International Ltd., as well as the Chairman of the Board and largest shareholderbeneficial owner of theoutstanding shares of common stock of DSS.

Limited Operating History

There is no historical financial information about us upon which to base an evaluation of our performance. As of the date of this report, we have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays our research, testing and marketing efforts or wider economic downturns.

Corporate Information

Impact BioMedical, Inc. is a Nevada corporation and was incorporated in October 2018. Our principal executive offices are located at 200 Canal View Boulevard, Suite 104, Rochester,6 Framark Drive, Victor, New York 14623.14564. Our telephone number is +1-585-325-3610. Our website address is https://www.impbio.com./ Our website and the information contained thereon, or connected thereto, does not and will not constitute part of this Prospectus or the Registration Statement on Form S-1 of which this Prospectus is a part.

MANAGEMENT

Officers and Board of Directors Following the Distribution

Under Nevada law, the business and affairs of the Company is managed under the direction of our Board. Our Amended and Restated Articles of Incorporation provide that the number of directors may be fixed by our Board from time to time. Members of the Board are elected and serve for one yearone-year terms or until their successors are elected qualify. The following sets forth information regarding individuals who are currently officers and directors in office and are expected to continue to serve in their positions after the Distribution (ages as of , 2021)June 24, 2022):

Biographical and certain other information concerning the Company’s officers and directors is set forth below. There are no familial relationships among any of our directors. Except as indicated below, none of our directors is a director in any other reporting companies. None of our directors has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our directors, or any associate of any such director is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries. Each executive officer serves at the pleasure of the Board of Directors.

Corporate Governance

The Board of Directors of the Company plans to adopt corporate governance guidelines that serve as a flexible framework within which our Board of Directors and its committees operate. These guidelines will cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board and Chief Executive Officer, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.

Committees of Our Board

We presently do not have any committee of our Board. Currently, our full Board serves as the audit committee and approves, when applicable, the appointment of auditors and the inclusion of financial statements in our periodic reports.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors is primarily responsible for overseeing our risk management processes on behalf of our Company. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the board’s appetite for risk. While the board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

Legal Proceedings

None of directors and executive officers has been involved in legal proceedings that would be material to an evaluation of our management.

Compensation of Directors

The Company has not paid any compensation to any directors since inception.

Stock Ownership of Directors and Executive Officers

See “Security Ownership of Certain Beneficial Owners and Management.”

EXECUTIVE COMPENSATION

The Company has not paid any compensation to any name executive officers or directors since inception.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DSS currently beneficially owns 100% of all of our Common Stock. After the Distribution, DSS will own approximately __% of the outstanding shares of our Common Stock. The following table provides information with respect to the expected beneficial ownership of our Common Stock after giving effect to the Distribution by:

Except as otherwise noted in the footnotes below, we based the share amounts on each person’s or entity’s existing beneficial ownership of our Common Stock and the number to be distributed to holders of DSS Common Stock at the distribution ratio of 4-1 shares of our Common Stock for each share of DSS Common Stock.

To the extent our directors and officers own DSS Common Stock at the time of the Distribution, they will participate in the Distribution on the same terms as other holders of DSS Common Stock, except for holders of any Affiliate Shares.

Except as otherwise noted in the footnotes below, each person or entity identified below has sole voting and investment power with respect to such securities. The address of all of the officers and directors listed in the table below are in the care of Impact BioMedical, Inc., 200 Canal View Boulevard, Suite 104, Rochester,6 Framark Drive, Victor, New York 14623,14564, unless otherwise indicated.

As of ____,March 31, 2022, there were ____shares125,073,621 shares of our Common Stock issued and outstanding. The actual number of shares of our Common Stock outstanding following the Distribution will depend on several factors including then number of issued and outstanding shares of DSS at the record date and the number of shares eliminated as a results of the cash out of fractional shares.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On August 21, 2020, DSS completed its acquisition of the Company, pursuant to a Share Exchange Agreement by and among DSS, DSS BioHealth Security, Inc., Alset International Ltd. (formerly Singapore eDevelopment Ltd.), and Global Biomedical Pte Ltd. (“GBM”) (the “Share Exchange”). Under the terms of the Share Exchange, DSS issued 483,334 shares of the DSS Common Stock nominally valued at $6.48 per share, and 46,868 newly issued shares of the DSS Series A Convertible Preferred Stock (“Series A Preferred Stock”), with a stated value of $46,868,000, or $1,000 per share, for a total consideration valued at $50 million. Due to several factors, including a discount for illiquidity, the value of the Series A Preferred Stock was discounted from $46,868,000 to $35,187,000, thus reducing the final consideration given to approximately $38,319,000. As a result of the Share Exchange, Impact BioMedical became a wholly-owned subsidiary of DSS BioHealth Security, Inc., DSS’s wholly-owned subsidiary.

Heng Fai Ambrose Chan, the Chief Executive Officer and Chairman of the Board of the Company, is the Chief Executive Officer and largest shareholder of Alset International Ltd., as well as the Chairman of the Board and largest shareholder of DSS.

Prior to the execution of the Share Exchange Agreement, our ownership of a suite of antiviral and medical technologies was valued at $382 million through a required independent valuation that was completed by Destum Partners.valuation. Because the valuation was higher than the previously agreed value, the purchase price was capped at a value of $50 million, pursuant to the terms of the Share Exchange Agreement.

Our research and development efforts are headed GRDG Sciences, LLC (“GRDG”),by Mr. Daryl Thompson as founder and owner of GRDG. Pursuant to a stockholders’ agreement between Impact BioLife, a majority-owned subsidiary of the Company, and its founder Mr. Daryl Thompson.stockholders (including GRDG) and a stockholders agreement between Global BioLife, a majority-owned subsidiary of the Company, and its stockholder (including GRDG), Mr. Thompson has agreed, through GRDG, to conduct the development and research work on the biomedical products for Impact BioLife and Global BioLife, respectively. Mr. Thompson also serves as the Director of Scientific Initiatives in Global BioLife Inc. (“Global BioLife”). GRDG also maintains an equity position in several of the Company’s subsidiaries.at Impact BioLife. The above-referenced stockholders’ agreements are described more fully below. For services provided by GRDG, Global BioLife pays GRDG $35,000approximately $43,000 per month.

On March 15, 2021, the Company, entered into a Stock Purchase Agreement (the “Agreement”) with Vivacitas Oncology Inc. (“Vivacitas”), to purchase 500,000 shares of its common stock at the per share price of $1.00, with an option to purchase 1,500,000 additional shares at the per share price of $1.00. This option will terminate upon one of the following events: (i) The Seller’s board of directors cancels this option because it is no longer in the best interest of the Company; (ii) December 31, 2021; or (iii) the date on which the Seller receives more than $1.00 per share of the Company’s common stock in a private placement with gross proceeds of $500,000. Under the terms of the Agreement, the Company will be allocated two seats on the board of Vivacitas. On July 22, 2021, the Company exercised its right to purchase 1,000,000 additional shares of Vivacitas at the per share price of $1.00. On March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc. (“Seller”) to purchase from the Seller’s its wholly owned subsidiary Impact Oncology PTE Ltd. (“IOPL”) for a purchase price $2,480,000. The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic 805. IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common stock. As a result of these two transactions, the Company will have an approximate 15.7% (subsequent transactions increases the Company ownership to approximately 16%) equity position in Vivacitas. As of December 31, 2021 and March 31, 2022, the fair value of the Company’s investment in Vivacitas was not readily available, and therefore is recorded at cost in the amount of $4,035 000 and $4,046,000, respectively. The Sellers largest shareholder is Mr. Chan Heng Fai Ambrose, the Chief Executive Officer and Chairman of the Company’s board of directors and the largest shareholder of DSS.

Stockholders Agreement between Global BioLife and the Global BioLife Stockholders

On April 26, 2017, Global BioLife entered into a stockholders’ agreement with its stockholders Global BioMedical, GRDG and Holista (the “Global BioLife Stockholders’ Agreement”). Through our wholly-owned subsidiary Global BioMedical, we own 80% of Global BioLife. Pursuant to the Global BioLife Stockholder’s Agreement, GRDG has agreed to contribute to Global BioLife any and all right, title, interest and ownership held by GRDG in any patent related to the uses of the “Linebacker Patents” as defined in the Global BioLife Stockholders’ Agreement. Further, pursuant to the Global BioLife Stockholders Agreement, GRDG has agreed to contribute to Global BioLife the advice and services of Daryl Thompson as a scientist during the term of the agreement in connection with the development of the Linebacker Patents and all projects associated therewith, as well as such other projects as Global BioLife may from time to time pursue. In addition, Global BioLife has agreed to contract with GRDG for the needed research in order to develop the Linebacker Patents as well as new intellectual property. Compensation paid by Global BioLife for this work, if any, shall be provided for in Global BioLife’ budget

Pursuant to the Global BioLife Stockholders’ Agreement, Global Biomedical has agreed to contribute to Global BioLife the funds set forth in the Global BioLife budget and such reasonable amounts as the Global BioLife board of directors shall in future annual periods authorize as Global BioLife’s business plan and budget. Such budget shall include (i) a payment of $20,994 per month to GRDG and (ii) such other amounts as shall be necessary to fund the scientific operations that the Global BioLife board shall agree to pursue. The monthly payments were adjusted for the increase in rent of GRDG office and general inflation. . Current monthly payments approximate to $43,000. For the year ended December 31, 2021, the Company incurred expenses of $509,176. The Company incurred expenses of $329,409 (predecessor – January 1, 2020 to August 21, 2020) and $184,284 (successor – August 22, 2020 to December 31, 2020). On December 31, 2021 and December 31, 2020, the Company owed this related party $0 and had prepaid monthly fees approximating $43,000 and $35,000, respectively.

Under the Global BioLife Stockholders’ Agreement, Holista has agreed to (i) assist in the global commercialization of Global BioLife’s intellectual property, (ii) assist in the initiation and development of joint venture opportunities for Global BioLife, and (iii) provide the expertise of Dr. Rajen M. Dato to Global BioLife, who shall be available to provide management service and assist in the strategic director of Global BioLife.

The Global BioLife Stockholders’ Agreement shall terminate (a) upon the dissolution and winding up of Global BioLife or (b) on the date the parties terminate the agreement by unanimous written consent.

On May 22, 2018, the parties to the Global BiolLife Stockholders’ Agreement entered into Amendment No. 1 to the agreement (“Amendment No. 1 to the Global BioLife Stockholders Agreement”), and in August of 2020 the parties entered into Amendment No. 2 to the agreement (“Amendment No. 2 to the Global BioLife Stockholders Agreement”). Pursuant to Amendment No. 2, the parties to the Global BioLife Stockholders Agreement agreed to waive the obligations of GRDG to contribute any further inventions, discoveries or other items of intellectual property developed by GRDG during the term of the Stockholders’ Agreement subsequent to the date of Amendment No. 2, except for any invention, discovery or other items of intellectual property which is directly related to, or necessary for the sale, licensing or further development of intellectual property owned by Global BioLife.

Stockholders Agreement between Impact BioLife and the Impact BioLife Stockholders

In December 2020, Impact BioLife entered into a stockholders agreement with its stockholders Impact BioMedical and GRDG (the “Impact BioLife Stockholders’ Agreement”). Pursuant to the Impact BioLife Stockholders’ Agreement, GRDG agreed to (i) transfer certain intellectual property as identified in the Stockholders’ Agreement to Impact BioLife, (ii) present all suitable technologies developed by GRDG to Impact BioLife, so as to provide Impact BioLife with the opportunity to fund, own and develop any intellectual property developed by GRDG and (iii) retain the advice and services of Mr. Daryl Thompson as a scientist during the term of the Impact BioLife Stockholders’ Agreement in connection with all projects as Impact BioLife may from time to time pursue. Further, pursuant to the Impact BioLife Stockholders’ Agreement, GRDG also agreed that Daryl Thompson will devote most of his professional time and efforts each week to the business of Impact BioLife, including but not limited to, the development of new intellectual property for Impact BioLife.

In addition, pursuant to the Impact BioLife Stockholder’s Agreement, the Company has agreed to contribute to Impact BioLife such reasonable amounts as the board of directors of Impact BioLife shall in future annual periods authorize as Impact BioLife’s business plan and budget (the “Impact BioLife Budget”). The Impact BioLife Budget shall include (i) a payment approximating $43,000 per month to GRDG and (ii) such other amounts as shall be necessary to fund the research, development and other scientific operations that the Impact BioLife board of directors shall agree to pursue. For the year ended December 31, 2021, the Company incurred expenses of $509,176. The Company incurred expenses of $329,409 (predecessor – January 1, 2020 to August 21, 2020) and $184,284 (successor – August 22, 2020 to December 31, 2020). On December 31, 2021 and December 31, 2020, the Company owed this related party $0 and had prepaid monthly fees approximating $43,000 and $35,000, respectively.

Pursuant to the Impact BioLife Stockholders’ Agreement, the board of directors of Impact BioLife shall never be less than one nor more than five directors. GRDG shall be entitled to nominate one director to the Impact Biolife board of directors so long as it shall remain a stockholder of Impact BioLife. The Company shall be entitled to nominate the remaining directors of the Impact BioLife. In addition, pursuant to the Impact BioLife Stockholders’ Agreement, so long as it is a stockholder of Impact BioLife, the Company is entitled to appoint Impact BioLife’s chief executive officer, who, at the discretion of the Company, may also serve as a director of the Impact BioLife board of directors. The parties to the Impact BioLife Stockholders’ Agreement have agreed that the initial directors of the Impact BioLife board of directors shall be Heng Fai Ambrose Chan, Frank D. Heuszel and Daryl Thompson. The Company shall appoint the chairman of the Impact BioLife board of directors.

The Impact BioLife Stockholders’ Agreement will terminate (a) upon the dissolution and winding up of Impact BioLife, (b) on the date the parties terminate the agreement by unanimous written, (c) on the fifth anniversary of the date of the Impact BioLife Stockholders’ Agreement, unless the parties mutually agree to an extension, or (d) upon three months’ written notice by either party.

On March 15, 2021, the Company entered into a Stock Purchase Agreement (the “Vivacitas Agreement #1”) with Vivacitas Oncology Inc. (“Vivacitas”), to purchase 500,000 shares of its common stock at the per share price of $1.00, with an option to purchase 1,500,000 additional shares at the per share price of $1.00. This option will terminate upon one of the following events: (i) Vivacitas’ board of directors cancels this option because it is no longer in the best interest of the Company; (ii) December 31, 2021; or (iii) the date on which Vivacitas receives more than $1.00 per share of the Company’s common stock in a private placement with gross proceeds of $500,000. Under the terms of the Vivacitas Agreement #1, the Company will be allocated two seats on the board of Vivacitas. On March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc. (“Seller”) to purchase from the Seller’s its wholly owned subsidiary Impact Oncology PTE Ltd. (“IOPL”) for a purchase price $2,480,000. The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic 805. IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common stock. The Sellers largest shareholder is Mr. Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors and its largest shareholder.

On April 1, 2021, the Company entered into an additional stock purchase agreement with Vivacitas (“Vivacitas Agreement #2”), whereas Vivacities wished to employ the service of the Chief Business Officer of Impact Biomedical, and in return for the services of this individual, Vivacitas shall issue to the Company, the aggregate purchase price for the Class A Common Shares of Vivacitas at the value of $1.00 per share shall be $120,000 to be paid in twelve (12) equal monthly installments for the period between April 1, 2021 and March 31, 2022.

On July 22, 2021, the Company exercised 1,000,000 of the available options under the Vivacitas Agreement #1 for $1,000,000. This, along with the shares received as part Vivacitas Agreement #2 increased the Company’s equity position in Vivacitas to approximately 90,000 shares or 16% as of December 31, 2021. As of December 31, 2021, the fair value of the Company’s investment in Vivacitas is not readily available, and therefore is recorded at cost in the amount of $4,035,000.

On December 31, 2020, and later amended on December 31, 2021, and March 31, 2022, the Company executed a Revolving Promissory Note (“Note”) with DSS which accrues interest at a rate of 4.25% and is due in full at the maturity date of March 31, 2023. The revolving nature of this Note permits for principal amounts borrowed to be repaid and reborrowed. In the case of default, at DSS’s option, (i) eighteen percent (18%) per annum, or (ii) such lesser rate of interest as Lender in its sole discretion may choose to charge; but never more than the Maximum Lawful Rate. DSS has not established a maximum borrowing amount and intends to continue to fund the operations of the Company through a year from the date these financial statements were available to be issued. As of December 31, 2021 and 2020, this Note had an outstanding balance of $12,523,615 and $1,059,229, respectively.

DESCRIPTION OF OUR CAPITAL STOCK

General

Our Amended and Restated Articles of Incorporation authorizes us to issue up to 1,400,000,0003,000,000,000 shares of Common Stock, $0.001 par value per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2020,March 31, 2022, there were 125,073,621 shares of our Common Stock and no shares of preferred stock issued and outstanding.

Common Stock

Voting Rights

Subject to the rights of holders of any then-outstanding preferred stock, each holder of our Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Under our Amended and Restated Articles of Incorporation, our stockholders will not have cumulative voting rights. Because of this, the holders of a majority of the shares of Common Stock entitled to vote in any election of directors can elect all of the directors standing for election.

Dividend Rights

Subject to the rights of holders of any then-outstanding preferred stock, the holders of our Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. We do not anticipate paying any cash dividends in the foreseeable future.

Liquidation Rights

In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.

Preemptive or Similar Rights

Holders of Common Stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

Preferred Stock

No shares of preferred stock are currently outstanding. We have no present plans to issue any shares of preferred stock.

Limitations of Liability and Indemnification Matters

Our Amended and Restated Articles of Incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Nevada law. Nevada law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for intentional misconduct, fraud or a knowing violation of law.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is V Stock Transfer, LLC. The transfer agent’s address is 6201 15th Avenue, Brooklyn, New York 11219 and the telephone number is (800) 937-5449.

No Listing

Our Common Stock is not listed on any securities exchange.

LEGAL MATTERS

The validity of our Common Stock to be distributed in the Distribution will be passed upon for the Company by Sichenzia Ross Ference LLP, New York, New York.

EXPERTS

The consolidated financial statements of Impact BioMedical Inc. and subsidiaries as of and for the yearsyear ended December 31, 2019 and 2018, incorporated2021 included in this prospectus by reference to DSS’s Amendment No. 1 filed on June 9, 2020 toand elsewhere in the Current Report on Form 8-K dated April 27,registration statement have been so included in reliance upon the report of Turner, Stone & Company. LLP., independent registered public accountants upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Impact BioMedical Inc. and subsidiaries as of and for the year ended December 31, 2020 have been auditedincluded in reliance on the report of by Turner, Stone & Company, L.L.P.Freed Maxick CPAs, P.C, an independent registered public accounting firm, as stated in its report incorporated by reference herein, and have been so incorporated in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act to register the shares of our Common Stock to be distributed in the Distribution. The term registration statement means the original registration statement and any and all amendments thereto, including the exhibits and schedules to the original registration statement and any amendments. This Prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to us, reference is made to the registration statement and the exhibits and schedules filed therewith. Statements contained in this Prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement, along with the exhibits and schedules filed therewith, may be inspected without charge at the SEC’s Internet website. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

The information contained on or accessible through our website or the SEC’s website shall not be deemed to be a part of this Prospectus or the Registration Statement on Form S-1, of which this Prospectus is a part.

We have not authorized anyone to give any information or make any representation about the Distribution or of the Company that is different from, or in addition to, that contained in this Prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this Prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this Prospectus does not extend to you. The information contained in this Prospectus speaks only as of the date of this Prospectus unless the information specifically indicates that another date applies

INCORPORATION OF DOCUMENTS BY REFERENCE

This prospectus is part of the registration statement, but the registration statement includes and incorporates by reference additional information and exhibits. The Securities and Exchange Commission permits us to “incorporate by reference” the information contained in documents we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the Securities and Exchange Commission will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed.

We are incorporating by reference the following documents that we have filed with the SEC (other than any filing or portion thereof that is furnished, rather than filed, under applicable SEC rules):

INDEX TO FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

Impact BioMedical Inc and Subsidiaries

September 30, 2020 (Unaudited)December 31, 2021

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Impact BioMedical Inc and SubsidiariesInc.