IBO Impact Biomedical Inc. - 8-K

Item
1.01.

Entry
Into a Material Definitive Agreement.

Debt
Conversion Agreement

On
July 21, 2025, Impact BioMedical Inc. (the “Company” or “Borrower”) entered into a Debt Conversion Agreement
with DSS, Inc. (“DSS” or “Lender”), pursuant to that certain loan made on March 31, 2023, by the Lender in the
form of a revolving promissory note in the original amount of $12,000,000 (the “Original Note”), which was amended on January
18, 2024 to (i) extend the maturity date of the Loan to September 30, 2023, (ii) eliminate any advance feature under the terms of the
Original Note, (iii) establish specific repayment terms of the Loan balance, and (v) to amend the interest rate to a market rate of interest
(WSJ Prime + 0.5%).

In
connection with the above, the Company and DSS have agreed to settle the outstanding Debt owed to DSS, in which the Borrower shall issue
to the Lender 31,939,778 shares of freely tradeable common stock of the Company, par value $0.001 per share (the “Shares”)
in full and final satisfaction of the Original Note and any amendments thereto and all amounts owed thereunder as of the closing of the
transaction, and any and all additional financial or operations support, credit, or services extended by the Lender of its affiliates
to Borrower between June 21, 2025 and the transaction closing date.

The
foregoing summary of the terms of the Debt Conversion Agreement is qualified in its entirety by reference to the text of the Debt Conversion
Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item
9.01

Financial
Statements and Exhibits.

Exhibit

Number

Description

10.1

Agreement to Convert Debt to Equity and other Considerations, dated July 21, 2025

104

Cover
page Interactive Data File (embedded within the Inline XBRL document).