Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Amendment to Merger and Share Exchange Agreement

As previously disclosed, Impact BioMedical Inc., a Nevada corporation (the "Company" or "Impact"), is party to that certain Merger and Share Exchange Agreement, dated June 21, 2025 (the "Original Merger and Share Exchange Agreement"), by and among Dr Ashleys Limited, a Cayman Islands exempted company limited by shares ("PubCo"), Impact, Dr Ashleys Nevada Sub, Inc., a Nevada corporation and wholly owned subsidiary of PubCo ("Merger Sub"), Dr Ashleys Bio Labs Limited, a Cayman Islands exempted company limited by shares ("Dr Ashleys"), and Kanans Visvanats (a.k.a. Kannan Vishwanatth), solely in his capacity as the sole shareholder of Dr Ashleys (the "Dr Ashleys Shareholder").

On February 27, 2026, the parties entered into Amendment No. 1 to the Merger and Share Exchange Agreement (the "Amendment to the Original Merger and Share Exchange Agreement" and, together with the Original Merger and Share Exchange Agreement, the "Merger and Share Exchange Agreement"). The Amendment to the Original Merger and Share Exchange Agreement provides that in addition to issuing 22,000 PubCo ordinary shares to Frank D. Heuszel, the Chief Executive Officer of Impact (the "Impact Compensation Shares") as set forth in the Original Merger and Share Exchange Agreement, subject to DSS, Inc.'s full performance of the obligations set forth in the Transition Arrangement Agreement (as amended), PubCo shall issue 53,000 PubCo ordinary shares (the "DSS Shares First Batch") and 75,000 PubCo ordinary shares (the "DSS Shares Second Batch") to DSS, Inc. at the Closing. The Amendment clarifies that the Impact Compensation Shares and the DSS Shares will be deducted from the Company Share Consideration to be issued to the Dr Ashleys Shareholder at Closing. Accordingly, the definition of "Company Share Consideration" was amended to provide that PubCo shall issue 169,560,000 PubCo ordinary shares, representing 94.20% of the total issued and outstanding PubCo ordinary shares at the Closing, without giving effect to any Compensation Shares, DSS Shares First Batch or DSS Shares Second Batch to be issued in accordance with Section 3.2(d) of the Merger and Share Exchange Agreement.

The Amendment also revises certain termination provisions by extending the End Date from March 31, 2026 to July 1, 2026, which may be extended with the mutual written consent of Impact, PubCo, Dr Ashleys Shareholder and the Company (as further defined in the Amendment to the Original Merger and Share Exchange Agreement) and adds a provision requiring Impact to seek board approval to enter into certain loan agreements upon request prior to the Effective Time.

The foregoing description of the Amendment to the Original Merger and Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The foregoing description of the Amendment to the Original Merger and Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment to Voting and Support Agreement

On February 27, 2026, the parties to that certain voting and support agreement, dated June 21, 2025 (the "Original Voting and Support Agreement"), entered into Amendment No. 1 to the Impact Stockholder Voting and Support Agreement (the "Amendment to the Original Voting and Support Agreement" and, together with the Original Voting and Support Agreement, the "Voting and Support Agreement"). Pursuant to the Amendment to the Original Voting and Support Agreement, the supporting stockholders' aggregate ownership was updated to reflect that such stockholders collectively hold 92,980,843 shares of Impact common stock on an as-converted basis, representing approximately 88.87% of Impact's shares on a fully diluted basis, and Schedule I was amended to reflect the updated share ownership of DSS, Inc. and DSS BioHealth Security, Inc.

The foregoing description of the Amendment to the Original Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.