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CORRESP
1
filename1.htm

January
9, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington
D.C. 20549

    Re:
    Impact
    BioMedical, Inc.

    Amendment
    No. 6 to Registration Statement on Form S-1

    Filed
    December 7, 2022

    File
    No. 333-253037

Ladies
and Gentlemen:

On
behalf of Impact BioMedical, Inc. (the “Company”), this letter responds to comments provided by the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the undersigned
on January 3, 2023, regarding the amendment to the Company’s Registration Statement on Form S-1, which was filed with the Commission on
December 7, 2022 (“Amendment No. 6”).

The
substance of the Staff’s comments has been restated below in bold/italicized text. The Company’s responses to the Staff’s comments are set
out immediately under the restated comment. An amendment to the Registration Statement that reflects changes made in response to the
Staff’s comments, along with changes made to update certain other information in the Registration Statement, has also been filed on this
date (“Amendment No. 7”). Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment
No. 6.

Amendment
No. 6 to Form S-1 filed December 7, 2022

Capitalization,
page 17

 1. We
                                            note that your capitalization table is presented as of December 31, 2021. Please update your
                                            table to disclose your capitalization as of your most recent balance sheet date included
                                            in the filing, September 30, 2022.

Response:
The Company has revised the Registration Statement to disclose its capitalization as of the most recent balance sheet date included in
the filing, September 30, 2022.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Liquidity
and Capital Resources, page 25

 2. Please
                                            update your liquidity and capital resources discussion as of your most recent balance sheet
                                            included in the filing. Refer to Item 303(c) of Regulation S-K.

Response:
The Company has revised the Registration Statement to update its liquidity and capital resources discussion as of its most recent balance
sheet included in the filing.

Interim
Financial Statements

Note
2. Summary of Significant Accounting and Reporting Policies

Income
Taxes, page F-25

 3. We
                                            note from your response to prior comment 3 that you recorded a valuation allowance against
                                            your deferred tax assets as of September 30, 2022. Please clarify if you have a full valuation
                                            allowance against your deferred tax assets as of September 30, 2022. Also given the significant
                                            impact to your income tax expense for the nine months ended September 30, 2022, revise your
                                            footnote to provide detailed disclosure regarding this change. Refer to FASB ASC 740-270-50-1.

Response:
The Company has revised the Registration Statement to clarify its valuation allowance against deferred tax assets as of September 30,
2022.

    Sincerely,

    Darrin
    M. Ocasio, Esq.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

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