DSS, Inc.’s Subsidiary, Impact BioMedical Inc., Announces Strategic Merger

Core Viewpoint - DSS, Inc. announced a definitive merger agreement with Dr. Ashleys Limited, marking a strategic move to enhance shareholder value and advance its subsidiaries toward public listings [1][2][6]. Strategic Rationale - The merger combines Dr. Ashleys' pharmaceutical capabilities with Impact BioMedical's innovative platform, aiming to accelerate the development of new therapies [3]. Transaction Overview - The merger will involve a reverse merger where Impact will be the surviving entity, and Dr. Ashleys will become a wholly-owned subsidiary of the newly formed public entity, referred to as PubCo [8]. Ownership Structure - The merger agreement includes actions to simplify ownership, such as converting Impact's Series A Preferred Stock and exercising DSS's debt-to-equity rights, resulting in DSS holding 4.80% of the combined company's total outstanding shares at closing [4][5]. Management and Governance - Post-merger, the management team of Dr. Ashleys will operate PubCo, and a new Board of Directors will be assembled by Dr. Ashleys [8]. Approval Process - The transaction requires approval from Impact's shareholders and must satisfy regulatory conditions, including SEC approval for the registration statement [9]. Company Background - DSS, Inc. operates across multiple sectors, including health and wellness, packaging, and blockchain, focusing on developing high-growth subsidiaries and unlocking value through strategic public listings [11].