Healthcare

DSS Reports Effective Form F-4 as Impact Biomedical Vote on Proposed Zoar Combination Nears

The SEC has declared effective a Form F-4 registration statement connected with the proposed combination involving DSS-backed Impact Biomedical, Zoar Limited and Zoar Labs Limited.

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DSS, Inc. said the U.S. Securities and Exchange Commission declared effective Zoar Limited’s Form F-4 registration statement on October 23, 2026. The filing relates to the proposed Business Combination involving Impact Biomedical Inc., Zoar Limited and Zoar Labs Limited, and comes before a scheduled vote by Impact stockholders.

#Impact stockholder vote scheduled

Impact Biomedical’s special meeting of stockholders is scheduled for November 13, 2026, at 10:00 a.m. Eastern Standard Time. Among the matters to be considered is a proposal to approve and adopt the Merger and Share Exchange Agreement and the Business Combination described in that agreement.

Impact began mailing the definitive proxy statement/prospectus and related proxy materials to stockholders on October 23, 2026. The registration statement contains Impact’s definitive proxy statement and Zoar Limited’s prospectus.

#Closing remains conditional

The proposed transaction has not yet closed. Completion remains subject to approval by Impact’s stockholders, approval for listing Zoar Limited’s ordinary shares on NYSE American, and the satisfaction or waiver, as applicable, of the other closing conditions set out in the Merger and Share Exchange Agreement.

The companies said there is no assurance that the Business Combination will be completed on any particular timetable or at all. Identified risks include a failure by Impact stockholders to approve the transaction, NYSE American declining to approve the listing, other closing conditions not being satisfied or waived, and termination of the Merger and Share Exchange Agreement. The anticipated benefits of the transaction may also not be realised.

#Proposed combined company

Upon closing, the combined company is expected to operate as Zoar Limited and trade on NYSE American under the ticker symbol “ZOAR,” subject to listing approval. The Business Combination is expected to result in a pharmaceutical company focused on the development and supply of active pharmaceutical ingredients and intermediates for special therapeutic treatment areas.

Zoar Limited, formerly known as Dr. Ashley’s Limited, is described as a global pharmaceutical company focused on developing and manufacturing active pharmaceutical ingredients and orphan drugs. It also provides contract development and manufacturing services to pharmaceutical and biotechnology companies worldwide. The company has shipped more than 85 pharmaceutical products to customers in 35 countries.

#Companies involved

Impact Biomedical, which trades on NYSE American under “IBO,” works on science and technologies intended for development into biopharmaceutical and consumer healthcare and wellness offerings. Its activities include research, licensing, co-development, joint ventures and other relationships with external partners.

DSS, which trades on NYSE American under “DSS,” is Impact’s majority shareholder. DSS operates across product packaging, biotechnology, commercial lending, and securities and investment management. Zoar Labs Limited was formerly known as Dr. Ashley’s Bio Labs Limited.

#SEC filings and transaction information

Impact, Zoar Limited, Zoar Labs Limited and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Impact stockholders. Information concerning the participants and their direct and indirect interests is included in the registration statement and definitive proxy statement/prospectus.

Impact stockholders and other interested persons are urged to review the definitive proxy statement/prospectus, any amendments or supplements, and other relevant filings with the SEC carefully and in full. The documents are available without charge through the SEC’s website or by requesting them from Impact’s Chief Executive Officer at 275 Wiregrass Pkwy, West Henrietta, NY 14586. Further transaction terms and closing conditions apply as set out in the Merger and Share Exchange Agreement and related filings.

#Key Takeaways

  • The SEC declared Zoar Limited’s Form F-4 registration statement effective on October 23, 2026.
  • Impact Biomedical’s special stockholder meeting is scheduled for November 13, 2026, at 10:00 a.m. Eastern Standard Time.
  • The proposed Business Combination remains subject to stockholder approval, NYSE American listing approval and other closing conditions.
  • Upon closing, the combined company is expected to operate as Zoar Limited and trade under “ZOAR,” subject to listing approval.

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