UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

333-275062

Commission file number

Impact BioMedical, INC.

(Exact name of registrant as specified in its charter)

Nevada		85-3926944
(State or other Jurisdiction of		(IRS Employer
incorporation- or Organization)		Identification No.)

1400 Broadfield Blvd., Suite 130,

Houston, TX, 77084

(Address of principal executive offices)

(281) 415-6576

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		N/A		N/A

As of May 5, 2026 there were 107,821,231 shares of the registrant’s common stock, $0.001 par value, outstanding.

IMPACT BIOMEDICAL, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	2
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statement of Changes in Stockholders’ (Deficit) Equity for the three months ended March 31, 2026 and 2025 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	5
	Notes to Interim Condensed Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 4	Controls and Procedures	20

PART II	OTHER INFORMATION	21
Item 1	Legal Proceedings	21
Item 1A	Risk Factors	21
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3	Defaults upon Senior Securities	21
Item 4	Mine Safety Disclosures	21
Item 5	Other Information	21
Item 6	Exhibits	22

	March 31, 2026 (unaudited)			December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	20,000		$	3,000
Accounts receivable		-			5,000
Inventory		63,000			63,000
Current portion of notes receivable		199,000			198,000
Prepaid expenses and other current assets		95,000			142,000
Total current assets		377,000			411,000

Other intangible assets, net		16,709,000			16,994,000
Total assets	$	17,086,000		$	17,405,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	374,000		$	347,000
Accrued expenses		210,000			194,000
Due to related party		1,103,000			621,000
Total current liabilities		1,687,000			1,162,000
Deferred tax liability, net		688,000			688,000
Total liabilities		2,375,000			1,850,000

Commitments and contingencies (Note 9)		-			-

Stockholders’ equity
Preferred stock, $0.001 par value; 100,000,000 shares authorized, zero shares issued and outstanding on March 31, 2026 (zero on December 31, 2025);		-			-
Common stock, $0.001 par value; 4,000,000,000 shares authorized, 107,821,231 shares issued and outstanding on March 31, 2026 (104,621,231 on December 31, 2025)		108,000			105,000
Additional paid-in capital		63,150,000			61,713,000
Accumulated deficit		(51,794,000	)		(49,507,000	)
Total stockholders’ equity of the Company		11,464,000			12,311,000
Non-controlling interest in subsidiaries		3,247,000			3,244,000
Total stockholders’ equity		14,711,000			15,555,000

Total liabilities and stockholders’ equity	$	17,086,000		$	17,405,000

	2026			2025
	For the Three Months Ended March 31,
	2026			2025
Revenue:
Biotech retail sales	$	7,000		$	-
Total revenue		7,000			-

Costs and expenses:
Sales, general and administrative compensation (inclusive of stock-based compensation)		1,620,000			248,000
Sales and marketing		1,000			19,000
Professional Fees		258,000			223,000
Research and development		46,000			103,000
Depreciation and Amortization		285,000			283,000
Rent and utilities		19,000			19,000
Other operating expenses		67,000			115,000
Total costs and expenses		2,296,000			1,010,000
Operating loss		(2,289,000	)		(1,010,000	)

Other income (expense):
Interest income		5,000			3,000
Interest expense		-			(271,000	)
Loss from operations before income taxes		(2,284,000	)		(1,278,000	)

Income tax benefit		-			-
Net loss	$	(2,284,000	)	$	(1,278,000	)

Loss (income) from operations attributed to noncontrolling interest		(3,000	)		11,000

Net loss attributable to common stockholders	$	(2,287,000	)	$	(1,267,000	)

Loss per common share:
Basic	$	(0.02	)	$	(0.11	)
Diluted	$	(0.02	)	$	(0.11	)

Shares used in computing loss per common share:
Basic		107,785,675			12,062,743
Diluted		107,785,675			12,062,743

	Share		Amount		Share		Amount		Capital		Deficit			Equity			Subsidiary			Total
	Common Stock				Preferred Stock				Additional Paid-in		Accumulated			Total Impact			Non- controlling Interest in
	Share		Amount		Share		Amount		Capital		Deficit			Equity			Subsidiary			Total
Balance, December 31, 2024		11,503,955	$	11,000		60,496,041	$	60,000	$	41,559,000	$	(37,669,000	)	$	3,961,000			3,276,000		$	7,237,000
															-
Acquisition of DSS PureAir		545,024		1,000		-		-		819,000		-			820,000			-			820,000
Issuance of common stock for professional services		36,433		-		-		-		29,000		-			29,000			-			29,000
Stock-based payments		-		-		-		-		2,000		-			2,000			-			2,000
Net loss		-		-		-		-		-		(1,267,000	)		(1,267,000	)		(11,000	)		(1,278,000	)
Balance, March 31, 2025		12,085,412	$	12,000		60,496,041	$	60,000	$	42,409,000	$	(38,936,000	)	$	3,545,000		$	3,265,000		$	6,810,000


Balance, December 31, 2025		104,621,231	$	105,000		-	$	-	$	61,713,000	$	(49,507,000	)	$	12,311,000		$	3,244,000		$	15,555,000
Balance		104,621,231	$	105,000		-	$	-	$	61,713,000	$	(49,507,000	)	$	12,311,000		$	3,244,000		$	15,555,000

Stock-based compensation		3,200,000		3,000						1,437,000					1,440,000			-			1,440,000
Net loss		-		-		-		-		-		(2,287,000	)		(2,287,000	)		3,000			(2,284,000	)
Balance, March 31, 2026		107,821,231	$	108,000		-	$	-	$	63,150,000	$	(51,794,000	)	$	11,464,000		$	3,247,000		$	14,711,000
Balance		107,821,231	$	108,000		-	$	-	$	63,150,000	$	(51,794,000	)	$	11,464,000		$	3,247,000		$	14,711,000

	2026			2025
Cash flows from operating activities:
Net loss from operations	$	(2,284,000	)	$	(1,278,000	)
Adjustments to reconcile loss from operations to net cash used by operating activities:
Depreciation and amortization		285,000			283,000
Stock-based compensation		1,440,000			2,000
Stock-based payment for professional services received		-			29,000
Accrued interest on notes payable		-			271,000
Decrease in assets:
Accounts receivable		5,000			-
Prepaid expenses and other current assets		47,000			97,000
Increase (decrease) in liabilities:
Accounts payable		27,000			(98,000	)
Accrued expenses		16,000			12,000
Net cash used by operating activities		(464,000	)		(682,000	)

Cash flows from investing activities:

Borrowings on notes receivable		(1,000	)		-
Payments received on notes receivable		-			1,000
Net cash (used) provided by investing activities		(1,000	)		1,000

Cash flows from financing activities:
Borrowings from related party		482,000			-
Net provided by financing activities		482,000			-

Net increase (decrease) in cash		17,000			(681,000	)
Cash and cash equivalents at beginning of period		3,000			1,999,000
Cash and cash equivalents at end of period	$	20,000		$	1,318,000

Name of consolidated subsidiary	State or other jurisdiction of incorporation or organization	Date of incorporation or formation	Attributable interest as of March 31, 2026			Attributable interest as of December 31, 2025

Global BioMedical, Inc.	Nevada	April 18, 2017		90.9	%		90.9	%
Global BioLife, Inc.	Nevada	April 14, 2017		81.8	%		81.8	%
BioLife Sugar, Inc	Nevada	April 23, 2018		90.9	%		90.9	%
Happy Sugar Inc	Nevada	August 17, 2018		81.8	%		81.8	%
Sweet Sense Inc.	Nevada	April 30, 2018		95.5	%		95.5	%
Global Sugar Solutions Inc.	Nevada	November 7, 2019		100	%		100	%
Impact Biolife Science, Inc.	Nevada	April 13, 2021		100	%		100	%
DSS Biomedical International, Inc.	Nevada	April 9, 2021		100	%		100	%
DSS Biolife International, Inc.	Nevada	April 9, 2021		100	%		100	%

	March 31, 2026		December 31, 2025
Finished Goods	$	63,000	$	63,000
Less allowance for obsolescence		-		-
Inventory, net	$	63,000	$	63,000

	March 31, 2026
	Adjusted Cost		Unrealized (Gain)/Loss		Fair Value		Cash and Cash Equivalents		Note Payable, Related Party
Cash	$	20,000	$	-	$	20,000	$	20,000	$	-
Total	$	20,000	$	-	$	20,000	$	20,000	$	-

		March 31, 2026						December 31, 2025
	Useful Life		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology assets	20 years	$	22,260,000	$	5,843,000		16,417,000	$	22,260,000	$	5,566,000		16,694,000
Acquired assets	1 -17 years	$	325,000	$	33,000		292,000	$	325,000	$	25,000		300,000
		$	22,585,000	$	5,876,000	$	16,709,000	$	22,585,000	$	5,591,000	$	16,994,000


2027	$	1,138,000
2028	$	1,145,000
2029	$	1,130,000
2030	$	1,130,000
2031	$	1,130,000
thereafter	$	11,036,000

		2026	2025
Shares issued in lieu of cash as payment for legal services	$	-	29,000
Shares issued for acquisition of DSS PureAir assets	$	-	1,150,000

	Three months ended March 31, 2026		Three months ended March 31, 2025		% Change

Biotech retail sales	$	7,000	$	-		N/A

Total revenue	$	7,000	$	-		N/A

	Three months ended March 31, 2026		Three months ended March 31,2025			% Change

Interest income	$	5,000	$	3,000			67	%
Interest expense		-		(271,000	)		(100	)%

Total other income	$	5,000	$	(268,000	)		102	%

Exhibit Number		Exhibit Description

1.1		Form of Underwriting Agreement between the Company and Aegis Capital Corp. incorporated by reference to Exhibit 1.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.1		Amended and Restated Articles of Incorporation of Impact BioMedical Inc. dated July 29, 2020 incorporated by reference to Exhibit 3.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.2		Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical Inc. incorporated by reference to Exhibit 3.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.3		Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical Inc. incorporated by reference to Exhibit 3.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.4		Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical Inc. incorporated by reference to Exhibit 3.4 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.5		Bylaws of the Company incorporated by reference to Exhibit 3.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

3.6		Certificate of Designation of Series A Convertible Preferred Stock incorporated by reference to Exhibit 3.6 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

4.1		Form of Underwriter Warrant incorporated by reference to Exhibit 4.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.1		Share Exchange Agreement dated as of April 27, 2020, among Document Security Systems, Inc., DSS BioHealth Security, Inc., Singapore Development Limited and Global BioMedical Pte Ltd. incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.2		Subscription Agreement dated December 19, 2020, between the Company and BioMed Technologies Asia Pacific Holdings Limited incorporated by reference to Exhibit 10.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.3		Promissory Note with Dustin Michael Crum dated February 21, 2021 incorporated by reference to Exhibit 10.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.4		Stock Purchase Agreement dated March 15, 2021 between the Company and Vivacitas Oncology Inc. incorporated by reference to Exhibit 10.4 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.5		Convertible Promissory Note dated May 14, 2021 incorporated by reference to Exhibit 10.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.6		Revolving Promissory Note dated December 31, 2020 incorporated by reference to Exhibit 10.6 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.7		Royalty Agreement by and between Global BioLife Inc. and Chemia Corporation, dated August 15, 2018 incorporated by reference to Exhibit 10.7 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.8		Addendum to Royalty Agreement by and between Global BioLife Inc. and Chemia Corporation, dated November 27, 2018 incorporated by reference to Exhibit 10.8 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062 ) filed with the SEC on November 21, 2023.

10.9		Distribution Agreement by and between BioMed Technologies Asia Pacific Holdings Limited and Impact BioMedical Inc., dated December 9, 2020 incorporated by reference to Exhibit 10.9 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.10		Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated April 26, 2017 incorporated by reference to Exhibit 10.10 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.11		Amendment No. 1 to Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated May 22, 2018 incorporated by reference to Exhibit 10.11 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.12		Amendment No. 2 to Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated August 2020 incorporated by reference to Exhibit 10.12 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.13		Impact BioLife Science, Inc. Stockholders Agreement among Impact BioLife Science, Inc., Impact BioMedical Inc. and GRDG Sciences, LLC, dated December 11, 2020 incorporated by reference to Exhibit 10.13 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.14		Licensing Proceeds Distribution Agreement with GRDG Sciences, LLC dated May 16, 2022 incorporated by reference to Exhibit 10.14 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.15		Amendment No. 1 to Revolving Promissory Note dated December 31, 2021 incorporated by reference to Exhibit 10.15 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.16		Amendment No. 2 to Revolving Promissory Note dated March 31, 2022 incorporated by reference to Exhibit 10.16 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.17		License Agreement with ProPhase Labs, Inc. dated March 17, 2022 incorporated by reference to Exhibit 10.17 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.18		License Agreement with ProPhase Labs, Inc. dated July 18, 2022 incorporated by reference to Exhibit 10.18 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.19		Licensing Proceeds Distribution Agreement with GRDG Sciences, LLC dated February 15, 2022 incorporated by reference to Exhibit 10.19 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.20		Share Exchange Agreement between Impact BioMedical Inc. and DSS BioHealth Security, Inc. incorporated by reference to Exhibit 10.20 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

10.21		Amendment to Promissory Note effective January 18, 2024 between Impact BioMedical Inc. and DSS, Inc. incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 333-253037) filed with the SEC on January 22, 2024.

14.1		Impact BioMedical Employee Handbook incorporated by reference to Exhibit 14.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

16.1		Letter from Turner Stone & Company LLP incorporated by reference to Exhibit 16.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

21.1		List of subsidiaries of Impact BioMedical Inc.

23.2		Consent of Grassi & Co., CPAs, P.C. incorporated by reference to Exhibit 23.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023.

31.1		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

31.2		Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities and Exchange Act, as amended, and 18 U.S.C. Section 1350.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	IMPACT BIOMEDICAL, INC.

May 12, 2026	By:	/s/ Frank D. Heuszel
		Frank D. Heuszel
		Chief Executive Officer
		(Principal Executive Officer)

May 12, 2026	By:	/s/ Todd D. Macko
		Todd D. Macko
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Impact BioMedical Inc.