Impact BioMedical, Dr Ashleys enter strategic merger agreement
Dr Ashleys Limited and Impact BioMedical announced the execution of a merger and share exchange agreement on June 21, 2025 to enter into a strategic merger 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 traded on the NYSE American under the name "Dr Ashleys Limited." Under 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. Upon closing, the PubCo will be operated by the management team of Dr Ashleys, with a new Board of Directors to be assembled by Dr Ashleys. The Boards of Directors of both Dr Ashleys and Impact BioMedical have unanimously approved the proposed Transaction, subject to, among other things, approval by Impact BioMedical's shareholders, and satisfaction of the conditions provided in the Merger Agreement, including regulatory approvals and other customary closing conditions, including an effective registration statement on Form F-4 or S-4 in connection with the proposed Transaction being declared effective by the U.S. Securities and Exchange Commission and the approval of listing applications with the New York Stock Exchange.
