SEC Form SCHEDULE 13D filed by Impact BioMedical Inc.
$IBO
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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IMPACT BIOMEDICAL INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
04529L106 (CUSIP Number) |
Heng Fai Ambrose Chan 9 Temasek Boulevard #16-04, Suntec Tower, Singapore, U0, 038987 011 65 6333 9181 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 04529L106 |
| 1 |
Name of reporting person
Heng Fai Ambrose Chan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,041,248.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Mr. Chan is, personally and through an entity he controls, the majority shareholder of Alset Inc., and the Chairman and Chief Executive Officer of Alset Inc. Alset International Limited is a majority owned subsidiary of Alset Inc. Mr. Chan may be deemed to be the beneficial owner of an aggregate of 2,041,248 shares of common stock through the following entities: (a) 453,286 shares of common stock held by Global Biomedical Pte. Ltd. (a subsidiary of Alset International Limited); (b) 853,904 shares of common stock held by Alset International Limited; and (c) 734,058 shares of common stock held by Alset Inc. The percentages set forth above are based on 12,085,412 shares of the Issuer's common stock outstanding as of April 2, 2025.
SCHEDULE 13D
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| CUSIP No. | 04529L106 |
| 1 |
Name of reporting person
Alset Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,041,248.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Consists of 734,058 shares of common stock held by Alset Inc. directly, and shares held by its subsidiaries including (a) 453,286 shares of common stock held by Global Biomedical Pte. Ltd.; and (b) 853,904 shares of common stock held by Alset International Limited. The percentages set forth above are based on 12,085,412 shares of the Issuer's common stock outstanding as of April 2, 2025.
SCHEDULE 13D
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| CUSIP No. | 04529L106 |
| 1 |
Name of reporting person
Alset International Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,307,190.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Includes 853,904 shares of common stock held directly by Alset International Limited and 453,286 shares of common stock held by its subsidiary Global Biomedical Pte. Ltd. The percentages set forth above are based on 12,085,412 shares of the Issuer's common stock outstanding as of April 2, 2025.
SCHEDULE 13D
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| CUSIP No. | 04529L106 |
| 1 |
Name of reporting person
Global Biomedical Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
453,286.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentages set forth above are based on 12,085,412 shares of the Issuer's common stock outstanding as of April 2, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
IMPACT BIOMEDICAL INC. |
| (c) | Address of Issuer's Principal Executive Offices:
1400 Broadfield Blvd., Suite 130, Houston,
TEXAS
, 77084. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D/A is filed by Heng Fai Chan, Alset Inc., Alset International Limited, and Global Biomedical Pte. Ltd. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons". |
| (b) | The business addresses of the Reporting Persons are as follows: (i) Heng Fai Chan is c/o Alset International Limited, 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989; (ii) Alset Inc. is 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814; (iii) Alset International Limited is 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989; and (iv) Global Biomedical Pte. Ltd. is c/o Alset International Limited, 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989. |
| (c) | Heng Fai Chan is the Chairman and Chief Executive Officer of Alset Inc. and the Chairman and Chief Executive Officer of Alset International Limited. The business address of Alset Inc. is 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814. The business address of Alset International Limited is 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989. Alset Inc. is a diversified holding company, Alset International Limited and Global Biomedical Pte. Ltd. are its subsidiaries. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | Heng Fai Chan is a citizen of Singapore. Alset Inc. is a Texas corporation. Alset International Limited and Global Biomedical Pte. Ltd. are Singapore companies. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On March 31, 2025, Alset International Limited sold 300,000 shares of the Issuer's common stock at a weighted average sale price of $1.028. This transaction was executed in multiple trades at prices ranging from $0.82 to $1.29. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
On April 1, 2025, Alset International Limited sold 400,000 shares of the Issuer's common stock at a weighted average sale price of $0.9816. This transaction was executed in multiple trades at prices ranging from $0.6938 to $1.36. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
On April 1, 2025, Alset Inc. sold 650,000 shares of the Issuer's common stock at a weighted average sale price of $1.447. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
On April 1, 2025, Alset Inc. sold 1,176,918 shares of the Issuer's common stock at a weighted average sale price of $1.08. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. | |
| Item 4. | Purpose of Transaction |
On March 31, 2025, Alset International Limited sold 300,000 shares of the Issuer's common stock at a weighted average sale price of $1.028. This transaction was executed in multiple trades at prices ranging from $0.82 to $1.29. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
On April 1, 2025, Alset International Limited sold 400,000 shares of the Issuer's common stock at a weighted average sale price of $0.9816. This transaction was executed in multiple trades at prices ranging from $0.6938 to $1.36. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
On April 1, 2025, Alset Inc. sold 650,000 shares of the Issuer's common stock at a weighted average sale price of $1.447. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
On April 1, 2025, Alset Inc. sold 1,176,918 shares of the Issuer's common stock at a weighted average sale price of $1.08. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. Mr. Chan may be deemed to have voting and dispositive power over the shares of the Issuer's common stock owned by Alset Inc., Alset International Limited, and Global Biomedical Pte. Ltd. |
| (b) | The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. Mr. Chan may be deemed to have voting and dispositive power over the shares of the Issuer's common stock owned by Alset Inc., Alset International Limited, and Global Biomedical Pte. Ltd. |
| (c) | None of the Reporting Persons has acquired any shares of the Issuer's common stock during the previous sixty days. |
| (d) | None. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On April 2, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with Respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. Alset International Limited's majority shareholder is Alset Inc. Mr. Chan is, personally and through entities he controls, the largest shareholder of Alset Inc. Mr. Chan is the Chairman of Alset International Limited and the Chief Executive Officer and Chairman of Alset Inc. Global Biomedical Pte. Ltd. is a wholly owned subsidiary of Alset International Limited. | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement dated April 2, 2025 by and between Heng Fai Chan, Alset Inc., Alset International Limited, and Global Biomedical Pte. Ltd. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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