Impact BioMedical reports Zoar F-4 filing in business combination

Impact BioMedical Inc. (NYSE: IBO) said that Zoar Limited, the proposed public company for its business combination, filed a Form F-4 registration statement with the Securities and Exchange Commission on Thursday, September 10, 2026. The company announced the filing in a press release dated September 16, 2026, which was furnished in an 8-K filing. The registration statement includes a preliminary proxy statement for Impact's stockholders. The release says the registration statement is available on the SEC website under the name Zoar Limited, and that Impact may file other relevant documents about the business combination with the SEC.

The business combination involves Zoar Limited, Zoar Labs Limited, formerly Dr. Ashley's Bio Labs Limited, and other parties to a merger and share exchange agreement. Impact's management calls the filing a major milestone on the path to closing; a filing is only a step, since the SEC has not declared the registration statement effective.

Conditions to closing

Completion of the business combination and the listing of Zoar Limited ordinary shares depend on several conditions. The registration statement must be declared effective by the SEC. Impact stockholders must approve the transaction. NYSE American must approve the listing of the PubCo shares. The other conditions in the merger and share exchange agreement must be satisfied or waived.

After the registration statement is declared effective, a definitive proxy statement/prospectus will be mailed to Impact stockholders as of a record date that Impact's board will set. Stockholders will vote at a special meeting on the business combination, among other matters. Impact said the combined company is expected to be a pharmaceutical company focused on the development and supply of active pharmaceutical ingredients and intermediates for special therapeutic treatment areas.

The release describes Zoar Limited as a global pharmaceutical company focused on developing and manufacturing active pharmaceutical ingredients, formulations, orphan drugs, and contract development and manufacturing services for pharmaceutical and biotechnology companies.

Impact BioMedical's business

Impact describes itself as a company that discovers, confirms and patents science and technologies that can be developed into new offerings in human healthcare and wellness, in collaboration with partners through licensing, co-development and joint ventures. The release identifies the ticker as NYSE: IBO, and the annual report says the shares trade on the NYSE American under IBO.

Its Linebacker platform is a set of small molecule polyphenol compounds with potential uses in oncology, inflammatory disorders and neurology. Linebacker-1 and Linebacker-2 have been licensed to ProPhase Laboratories (NASDAQ: PRPH), from which Impact could receive future milestone and royalty payments. The company's Laetose technology has a composition patent allowed in the United States, and Impact is seeking partners for it. Its 3F functional fragrance technology has been partnered with Chemia Corporation of St. Louis, MO. Equivir and Equivir G, a blend of FDA Generally Recognized as Safe eligible polyphenols, are described by the company as having demonstrated antiviral effects, and are licensed to ProPhase Laboratories. The annual report says that use of Laetose in a daily diet, compared with sugar, could result in 30% lower sugar consumption, which is the company's claim; the sources give no study behind it.

Financial position

For the fiscal year ended December 31, 2025, Impact reported revenue of $32,000 and research and development expense of $340,000, compared with $278,000 in 2024. Net loss was $11.8 million, against $24.7 million in 2024. Cash from operations was negative $1.9 million, compared with negative $2.9 million. At March 31, 2026, cash and cash equivalents were $20,000, according to a quarterly report on Form 10-Q.

The numbers show a company with almost no revenue and almost no cash: revenue of $32,000 against a net loss of $11.8 million, cash of $3,000 at the end of 2025 and $20,000 three months later. The release gives no deal terms, exchange ratio, valuation or financial statements for Zoar Labs, and the sources here do not say how Impact funds itself until closing. Impact's partnered products rest on licences, not sales: the sources report no milestone or royalty payments received from ProPhase Laboratories, and Equivir's antiviral effects are described only as the company's account. Whether stockholders approve, the SEC clears the filing and NYSE American accepts the listing is still open.

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IBOImpact BioMedical Inc.AMEX · United StatesOpen the starter deskPRPHProPhase Labs, Inc.OTC · United StatesOpen the starter desk