Impact BioMedical (IBO) Proxy filing summary

Executive summary

• Special meeting set for Nov. 13, 2026; Oct. 13, 2026 is the record date, with 8,544,066 shares entitled to vote.

• Proposed merger and share exchange would make Impact a wholly owned subsidiary of PubCo and Zoar a wholly owned subsidiary; existing Impact holders receive 4.80% of PubCo shares, versus 93.32% for Zoar’s shareholder and 1.00% for BMI Capital International LLC.

• Closing is expected promptly after the meeting if conditions are met; the amended outside date is Nov. 20, 2026. NYSE American listing approval, effective registration, and Impact net cash of at least $10,000 and net debt of $0 are required.

• The board unanimously recommends votes FOR all six proposals; CVA’s updated Jan. 28, 2026 fairness opinion found the consideration fair to unaffiliated holders from a financial point of view.

Voting matters and shareholder proposals

• Proposals cover the business combination, PubCo’s amended and restated articles, election of eight directors, Grassi auditor ratification for FY2026, an advisory say-on-pay vote, and meeting adjournment.

• Proposals 1–5 require approval by holders of a majority of outstanding shares entitled to vote; adjournment requires a majority of shares present or represented by proxy and entitled to vote.

• DSS-affiliated supporting investors held 85.3% of outstanding shares on the record date and agreed to vote FOR the proposals; abstentions or failures to vote on proposals 1–5 have the same effect as AGAINST votes.

• Street-name holders must instruct their broker or nominee; the non-routine proposals cannot be voted by brokers without instructions.

Board of directors and corporate governance

• Eight nominees are proposed: Frank D. Heuszel, Jason Grady, Elise Brownell, Melissa Sims, David Keene, Christian Zimmerman, Castel Hibbert, and Chang Heng Fai Ambrose.

• After closing, the proposed PubCo board will have eight directors, seven intended to be independent; Zoar will designate the post-closing board and senior management, and existing Impact directors and officers will resign.

• PubCo intends to establish audit, compensation, and nominating and corporate governance committees at closing, with written charters; the proposed audit committee has three members and an independent chair.

• The Zoar shareholder is expected to control more than 90% of PubCo voting power; PubCo says it intends to comply with NYSE American governance rules but may use controlled-company exemptions.