Material Agreement (Form 8-K)

Debt Conversion Agreement

As previously reported, Impact BioMedical Inc. (the "Company") entered into a Debt Conversion Agreement, dated March 24, 2025, with DSS, Inc., pursuant to that certain Amended and Restated Promissory Note, dated September 16, 2024 (the "Promissory Note"). The original principal amount of the Promissory Note was $12,000,000, and as of March 24, 2025, the Promissory Note had a principal balance of $13,176,477.03.

In connection with the above, the Company and DSS have agreed to settle a portion of the outstanding indebtedness under the Promissory Note in the amount of $8,697,142.80 through the issuance of 2,415,873 shares of the Company's common stock, at a conversion ratio of $3.60 per share, which was equal to the closing market price of the Company's common stock on March 24, 2025.