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June 9, 2023
Frank D. Heuszel
Chief Executive Officer
Impact BioMedical Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical Inc.
Amendment No. 10 to Registration Statement on Form S-1
Filed June 2, 2023
File No. 333-253037
Dear Frank D. Heuszel:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 25, 2023 letter.
Amendment No. 10 to Registration Statement on Form S-1
Capitalization, page 17
1.Please clarify how you concluded your total capitalization was $46,497,000 at December
31, 2022.  In this regard, add the note payable from the balance sheet to long-term debt
and revise the total capitalization line item or explain why no revision is necessary.
Financial Statements, page F-1
2.Please update your financial statements and related information to comply with Rule 8-08
of Regulation S-X.

 FirstName LastNameFrank D. Heuszel
 Comapany NameImpact BioMedical Inc.
 June 9, 2023 Page 2
 FirstName LastName
Frank D. Heuszel
Impact BioMedical Inc.
June 9, 2023
Page 2
Note 8. Goodwill, page F-12
3.We note from your response to prior comment 6 in the revised Note 8 on page F-12 that
you performed a quantitative goodwill impairment test with an effective date of June 1,
2022, “utilizing the market approach and income approach has the most world of method
for valuing the Company.”  Please address the following:

•Confirm, if true, that your valuation was based on the market approach and income
approach methodology and, if so, how those two methodologies were used to
conclude no impairment was necessary.  Revise your filing as necessary.
•Provide us and revise the filing to disclose the significant assumptions used in your
valuation.
•Tell us the percentage by which the fair value of your goodwill exceeded its carrying
value.
4.As a related matter we note that you conducted an impairment analysis and concluded that
your intangible assets were not impaired.  Please expand your disclosures regarding this
critical accounting policy disclosure to enable readers to understand the basis for your
conclusion.  In this regard, please discuss the valuation methodology and key assumptions
used in your most recent impairment analysis.  Also discuss the degree of uncertainty
associated with the key assumptions and the potential impact changes in the key
assumptions would have on your impairment analysis.
            You may contact Eric Atallah at 202-551-3663 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-5831 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darrin M. Ocasio, Esq.