Stockholders’ Equity |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Equity | 14. Stockholders’ Equity
DSS, Inc.
Equity transactions - On February 6, 2025, as a bonus for compensation awarded to Heng Fai Holdings Limited (“HFHL”), a Hong Kong Company, which is beneficially owned by Mr. Heng Fai Ambrose Chan, Director of DSS, Inc., and pursuant to DSS, Inc’s. 2020 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), HFHL was awarded shares of the Company’s common stock, approximating $870,000, under the Plan, for strategic planning and merger and acquisition services rendered at the beginning of 2025. The issuance was approved by the board of directors on January 31, 2025.
On March 21, 2025, DSS, the parent company of Impact Biomedical, Inc. completed the sale of shares of Impact Biomedical common stock. These shares were acquired by DSS during Impact’s initial public offering on September 16, 2024. The sale of these shares, which were previously held by DSS as part of its ownership interest in Impact, was completed for a total value of $1,500,000, of which $205,000 has been classified as non-controlling interest in subsidiary, which represents the consideration received from the transaction. With this sale, the shares are now publicly held and are no longer held by DSS.
On February 4, 2026, DSS entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis”), which provided for the issuance and sale by the Company and the purchase by the underwriter, in a firm commitment underwritten public offering of shares of the Company’s common stock. Subject to the terms and conditions contained in the Underwriting Agreement, the shares were sold at a public offering price of $ per share, less certain underwriting discounts and commissions. The Offering closed on February 5, 2026 and the Company received approximately $657,000, net of expenses. Additionally, on March 19, 2026, an additional shares were issued under the Underwriting Agreement and the Company received approximately $46,000, net of expenses.
Stock-Based Compensation - The Company records stock-based payment expense related to options and warrants based on the grant date fair value in accordance with FASB ASC 718. Stock-based compensation includes expense charges for all stock-based awards to employees, directors, and consultants. Such awards include option grants, warrant grants, and restricted stock awards On February 6, 2025, as a bonus for compensation awarded to Heng Fai Holdings Limited (“HFHL”), a Hong Kong Company, which is beneficially owned by Mr. Heng Fai Ambrose Chan, Director of DSS, Inc., and pursuant to DSS, Inc’s. 2020 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), HFHL was awarded shares of the Company’s common stock, approximating $870,000, under the Plan, for strategic planning and merger and acquisition services rendered at the beginning of 2025. The issuance was approved by the board of directors on January 31, 2025. During the three and nine months ended September 30, 2026 there were no such awards.
Impact BioMedical, Inc.
Equity Transaction -On February 25, 2025, the Company completed the acquisition of certain assets owned by DSS Pure Air, Inc. (DSS PureAir”), a related party, for $1,150,000 to be paid by shares of the Company’s common stock calculated on a 10-day VWAP. Assets acquired included accounts receivable, inventory and intellectual property of the Celios air purification system.
On February 26, 2025, the Company issued shares of the Company’s common stock as payment of legal fees incurred associated with the Company’s initial public offering (“IPO”), registration of shares associated with its equity incentive plan as well as other related services. The legal fees received were valued at approximately $29,000.
On June 23, 2025, the Company issued shares of the Company’s common stock as payment of legal fees incurred associated with the Company’s merger and share exchange agreement with Dr. Ashleys Limited.
On October 16, 2025, the Company converted its Note payable, related party to shares common stock as agreed upon by the Company and DSS (lender).
On November 24, 2025, the Board of Directors of Impact BioMedical approved, subject to stockholder approval, a reverse stock split of the Company’s common stock at a ratio ranging from 1-for-12.48 to 1-for-50. The reverse stock split was approved by the Company’s stockholders on December 30, 2025. On September 23, 2026, the Company effected a 1-for-12.62 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock, par value $ per share, pursuant to an amendment to its Certificate of Incorporation filed with the Secretary of State of Nevada. The Reverse Stock Split reduced the number of issued and outstanding shares of common stock from approximately million to approximately million. The Reverse Stock Split did not affect the number of authorized shares, par value per share, or voting rights of the Company’s common stock. No fractional shares were issued, and any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. In accordance with ASC 260-10-55-12, all historical share and per-share amounts presented in the accompanying condensed consolidated financial statements, including weighted-average shares outstanding and basic and diluted earnings (loss) per share, have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented.
Stock-Based Compensation – Impact records stock-based payment expense related to options and warrants based on the grant date fair value in accordance with FASB ASC 718. Stock-based compensation includes expense charges for all stock-based awards to employees, directors and consultants. Such awards include option grants, warrant grants, and restricted stock awards. On October 1, 2024, option grants with a purchase price of $ per share were awarded to certain officers, directors and consultants of Impact BioMedical. These options have various vesting periods, and all expire on October 31, 2031. Potential proceeds of these grants is $2,640,000 and are fair valued using a Black-Scholes model at approximately $50,000. Impact recorded stock-based compensation expense of approximately $ and $ for the three and nine month and year ended September 30, 2025, respectively, and is included in Sales, general and administrative compensation (inclusive of stock-based compensation) on the accompanying Statement of Operations.
In January 2026, the Impact BioMedical granted and issued shares of common stock to various individuals including executives, board members, audit committee members, etc. Agreement included the individuals rescinding and cancelling any and all unexercised stock options previously granted. Impact Biomedical recorded stock-based compensation expense of approximately $, of which $158,000 has been classified as non-controlling interest in subsidiary, for the nine months ended September 30, 2026, and is included in Sales, general and administrative compensation (inclusive of stock-based compensation) on the accompanying Condensed Consolidated Statement of Operations.
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