Impact Biomedical and Zoar Report Effective Form F-4 as Stockholder Vote Approaches
The SEC declared Zoar Limited’s Form F-4 registration statement effective on October 23, 2026. Impact Biomedical stockholders are scheduled to vote on the proposed Business Combination on November 13.
Impact Biomedical Inc. (NYSE American: IBO) and Zoar Limited 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, Zoar Limited and Zoar Labs Limited.
The companies said the effective registration statement allows the process to move toward a stockholder vote. The proposed transaction has not yet closed and remains subject to several conditions.
Impact Biomedical’s special meeting of stockholders is scheduled for November 13, 2026, at 10:00 a.m. Eastern Standard Time. Stockholders will vote on, among other matters, whether to approve and adopt the Merger and Share Exchange Agreement and the proposed Business Combination described in the definitive proxy statement/prospectus.
Impact began sending the definitive proxy statement/prospectus and related proxy materials to stockholders on October 23, 2026. The companies urged stockholders to review the materials, including any amendments or supplements, and follow the voting instructions provided with their documents.
Completion of the Business Combination 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 transaction will be completed on any particular timetable or at all. The stated risks include stockholders rejecting the proposal, NYSE American declining to approve the listing, other closing conditions not being satisfied or waived, or termination of the Merger and Share Exchange Agreement. The companies also said the anticipated benefits of the transaction may not be realised.
If the proposed transaction closes, 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 companies said 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 is also described as being focused on the development and manufacturing of active pharmaceutical ingredients and orphan drugs, as well as contract development and manufacturing services for pharmaceutical and biotechnology companies worldwide.
Zoar Limited said it has shipped more than 85 pharmaceutical products to customers in 35 countries. Impact Biomedical describes its activities as discovering, confirming and patenting science and technologies that may be developed into biopharmaceutical and consumer healthcare and wellness offerings through external partnerships, including research, licensing, co-development and joint ventures.
The Form F-4 includes Impact’s definitive proxy statement and Zoar Limited’s prospectus. Impact, Zoar Limited, Zoar Labs and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Impact stockholders.
The companies said additional documents relating to the proposed transaction may be filed with the SEC. They also cautioned that forward-looking statements concerning the transaction, the proposed listing and the combined company’s anticipated business and prospects are subject to risks and uncertainties. Further terms and conditions apply under the Merger and Share Exchange Agreement and related filings.
Impact Biomedical Inc. and Zoar Limited announced that the SEC declared effective Zoar Limited’s Form F-4 registration statement in connection with the proposed Business Combination involving Impact, Zoar Limited and Zoar Labs Limited. The companies described the effectiveness of the Registration Statement as a step towards completing the transaction, which remains subject to further conditions.
Impact Biomedical Inc. announced the development on November 2, 2026. The SEC declared the Registration Statement effective on October 23, 2026, and Impact commenced mailing the definitive Proxy Statement/Prospectus and related proxy materials to stockholders on the same date.
Impact Biomedical Inc. stockholders will vote on, among other matters, a proposal to approve and adopt the Merger and Share Exchange Agreement and the proposed Business Combination contemplated by it. The relevant information is set out in the definitive proxy statement/prospectus.
Impact Biomedical Inc.’s special meeting of stockholders is scheduled for November 13, 2026, at 10:00 a.m. Eastern Standard Time. The meeting will include a vote on the proposed Business Combination.
Completion remains subject to approval by Impact Biomedical Inc.’s stockholders, approval for listing Zoar Limited’s ordinary shares on NYSE American, and the satisfaction or waiver, as applicable, of other closing conditions in the Merger and Share Exchange Agreement. The companies stated that there can be no assurance the Business Combination will be completed on any particular timetable or at all.
Upon closing, the combined company is expected to operate as Zoar Limited. This remains subject to completion of the proposed Business Combination and its other closing conditions.
Upon closing, the combined company is expected to trade on NYSE American under the ticker symbol "ZOAR," subject to listing approval. Impact Biomedical Inc.’s existing shares are identified in the announcement as trading on NYSE American under "IBO."
Upon closing, the Business Combination is expected to result in a pharmaceutical company focused on developing and supplying active pharmaceutical ingredients and intermediates for special therapeutic treatment areas. The announcement also describes Zoar Limited as focused on developing and manufacturing active pharmaceutical ingredients and orphan drugs, while providing contract development and manufacturing services to pharmaceutical and biotechnology companies worldwide.
Impact Biomedical Inc. discovers, confirms and patents science and technologies that can be developed into offerings in biopharmaceuticals and consumer healthcare and wellness. It works with external partners through research, licensing, co-development, joint ventures and other relationships.
Zoar Limited said it has shipped more than 85 pharmaceutical products to customers in 35 countries. The announcement provides these figures as part of its company description.
The stated risks include Impact Biomedical Inc. stockholders not approving the transaction, NYSE American not approving the listing of Zoar Limited’s shares, other closing conditions not being satisfied or waived, and termination of the Merger and Share Exchange Agreement. The companies also said the anticipated benefits of the Business Combination may not be realised and advised readers not to place undue reliance on forward-looking statements.
Investors can obtain the definitive proxy statement/prospectus and other documents filed with the SEC without charge through the SEC’s website at www.sec.gov or by directing a request to Impact Biomedical Inc.’s Chief Executive Officer at 275 Wiregrass Pkwy, West Henrietta, NY 14586. The companies urged stockholders and other interested persons to read the documents carefully, including any amendments or supplements.