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<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

Todd D. Macko
Chief Financial Officer
Impact BioMedical, Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586

 Re: Impact BioMedical, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2023
 Filed February 20, 2024
 File No. 001-42212
Dear Todd D. Macko:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    March
    7, 2025

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Ms.
    Ibolya Ignat / Ms. Angela Connell

    Re:
    Impact
    BioMedical, INC.

    Impact
                                            BioMedical, INC.

    Form
    10-K for the fiscal year ended December 31, 2023 Filed February 20, 2024

    Form
    10-Q for the quarter ended

    File
    No. 001-42212

Dear
Ms. Ignat and Ms. Connell:

On
behalf of Impact BioMedical, INC. (the “Company”), we have set forth below responses to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of
February 6, 2025, with respect to the Company’s Annual Report on Form 10-K (the “Form 10-K”) and Quarterly Report
on Form 10-Q (the “Form 10-Q”) as noted above.

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in the Form 10-K a the Form 10-Q.

Form
10-Q for the Quarterly Period Ended September 30, 2024

Notes
to the Consolidated Financial Statements

Note
7. Note payable, related party, page 12

1.
We note your response to prior comment one. Your response does not address our request for an analysis under ASC 470-50-40. Accordingly,
we reissue this part of our comment. Specifically, please provide a robust analysis which explains how you evaluated the terms of the
Second Amended and Restated Promissory Note, which was effective September 16, 2024, to determine if the modification resulted in substantially
different terms which would result in extinguishment accounting. Refer to ASC 470-50-40-6 through 40-16.

Response:
In response to the Staff’s first question regarding Note 7 within the September 30, 2024, financial statements of the Company,
the Company respectfully advises the Staff to please see attached the memo written to support the accounting treatment, annexed hereto
as Exhibit A.

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2.
In your response, you indicate that the instrument would not be considered freestanding and therefore not accounted for under ASC 480.
By “instrument”, it appears that you are referring to the option to settle your repayment obligation by issuing shares, which
you have referred to as a conversion option. It is unclear to us why your Note payable, related party, in its entirety, would not be
considered a freestanding financial instrument under ASC 480. Please advise. Please also explain your consideration of ASC 480-10-25-14(a)
which requires liability classification for an obligation to issue a variable number of shares provided that, at inception, the monetary
value of the obligation is based solely or predominantly on a fixed dollar amount. In this regard, we note that the September 2024 amendment
to the Promissory Note stipulates that any stock issued as payment under the Note should be based on a conversion ratio of $3 per share
during the first 12-month period and based on a 10-day volume-weighted average price (VWAP) thereafter. The amount of shares to be issued
to settle your repayment obligation would appear to vary after month 12 based on the volume-weighted average price of the company’s
shares.

Response:
In response to the Staff’s second question regarding Note 7 within the September 30, 2024, financial statements of the Company,
the Company respectfully advises the Staff to please see attached the memo written to support the accounting treatment, annexed hereto
as Exhibit B.

3.
In the event that you continue to believe that your Note payable, related party is not required to be accounted for as a liability at
fair value under ASC 480 but that such note will be remeasured at fair value pursuant to the election under ASC 815-15-25-4, please revise
to provide the disclosures required by ASC 825-10-50-28 through 50-32. Provide us with a draft of your intended disclosure revisions.

Response:
In response to the Staff’s third question regarding Note 7 within the September 30, 2024, financial statements of the Company,
the Company respectfully advises the Staff that the Company agrees with that the note should be accounted for under ASC 480 at fair value
(see memo at Exhibit B). Please see comments to question 4 below for further discussion.

4.
As a related matter, you indicate in your response that the disclosure in your Form 10- Q incorrectly describes your accounting for your
Note payable, related party and the related embedded derivative, but that this error does not impact the amount reported in your financial
statements. Please address the following:

    ●
    Confirm
    whether you plan to amend your September 30, 2024 Form 10-Q to correct such disclosures.

    ○
    Response:
    In response to the Staff’s fourth question, first bullet regarding Note 7 within the September 30, 2024, financial statements
    of the Company, Management does believe that the transaction is accurately accounted for within the Condensed Consolidated Balance
    Sheet, Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows. However, upon further review
    of this disclosure, which illustrates a bifurcation of the embedded derivative, Management has determined that what was disclosed
    does not adequately depict the accounting treatment of the Note payable, related party. Although the disclosure in Note 7 does not
    adequately depict the accounting treatment, no restatement is deemed needed for the period ended September 30, 2024.

    ●
    Provide
    us with a draft of the disclosures you intend to revise as it relates to the accounting for you Note payable, related party and the
    classification of the associated gain in your Statement of Operations.

    ○
    Response:
    In response to the Staff’s fourth question, second bullet regarding Note 7 within the September 30, 2024, financial statements
    of the Company, please see Exhibit C for the footnote disclosure to be utilized within the December 31, 2024 10-K filing. Further,
    this Note will be identified as a Level 2 financial instrument within the Footnote 3 – Financial Instruments.

1185
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    ●
    More
    clearly explain to us why the fair value of your Note payable, related party decreased from $12 million at December 31, 2023 to $8
    million at September 30, 2024 and what contributed to the gain of $5.7 million recognized in your Statement of Operations. In this
    regard, it appears that the outstanding principal balance as of September 30, 2024 s $12.9 million.

    ○
    Response:
    In response to the Staff’s fourth question, third bullet regarding Note 7 within the September 30, 2024, financial statements
    of the note in question at December 31, 2023 did not contain and optional repayment method via Company shares. The 2nd
    amendment to this note introduced this feature thus requiring a fair value analysis under ASC 825 to be performed, resulting in the
    gain recognized in the Statement of Operations.

We
trust that the above is responsive to your comments.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at (212)
930-9700.

    Sincerely,

    /s/
    Darrin M. Ocasio

    Darrin
    M. Ocasio, Esq.

    Sichenzia
    Ross Ference Carmel LLP

1185
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Exhibit A

MEMORANDUM

  To:
  Accounting files

  From:
  Todd D. Macko, CFO

  Date:
  December 31, 2024

  CC:
  Grassi

  Subject:
  Evaluation of Impact/DSS Loan Amendment Under ASC 470-50-40

Background

On
January 18, 2024, the Company entered into a loan agreement with the following key terms:

Original
Loan

● Start
                                            Date: January 18, 2024

● Maturity
                                            Date: September 30, 2030

● Interest
                                            Rate: WSJ Prime + 0.5%

● Payment
                                            Frequency: Monthly

● Payment
                                            Terms: Interest-only payments through February 2026; principal and interest of $126,381
                                            thereafter

● On-Demand
                                            Feature: Yes

● Payment
                                            Calculation: Cash

● Prepayment:
                                            Allowed with no penalty

On
September 16, 2024 this loan was amended to include the following key terms:

    1

Amended
Loan

● Start
                                            Date: September 16, 2024

● Maturity
                                            Date: September 30, 2030

● Interest
                                            Rate: WSJ Prime + 0.5%

● Payment
                                            Frequency: Quarterly

● Payment
                                            Terms: Interest-only payments beginning December 31, 2024; principal and interest of
                                            $126,381 beginning October 2027

● On-Demand
                                            Feature: Yes, beginning September 2026

● Payment
                                            Calculation: Cash; optional stock payment at $3 per share for first 12 months and then
                                            10-day VWAP until maturity

● Prepayment:
                                            Allowed with no penalty

● Principal
                                            Increase: Due to additional borrowings

Accounting
Analysis Under ASC 470-50-40

ASC
470-50-40 provides guidance on debt modifications and extinguishments. Specifically, ASC 470-50-40-6 through ASC 470-50-40-16 outlines
the criteria for determining whether a debt restructuring should be treated as an extinguishment or a modification.

According to ASC 470-50-40-6, a debtor should evaluate whether the terms of the amended debt are substantially different from the original
terms. The assessment includes:

 1. Present
                                            Value Test (ASC 470-50-40-10): A modification is considered an extinguishment if the
                                            present value of the cash flows under the new terms differs by at least 10% from the original
                                            debt. This test involves discounting the cash flows of both the original and amended debt
                                            using the effective interest rate of the original debt.

 2. Lender
                                            Relationship (ASC 470-50-40-6): If the amendment does not involve a change in lender
                                            or a legal defeasance of the original debt, it is more likely to be considered a modification.

 3. Changes
                                            in Payment Terms (ASC 470-50-40-8): Significant changes in payment structure, including
                                            the timing of payments, extension of maturity, and introduction of new payment mechanisms,
                                            may indicate an extinguishment.

 4. Additional
                                            Borrowings (ASC 470-50-40-15 and ASC 470-50-40-16): If additional borrowings occur alongside
                                            modifications, the increase in principal is evaluated separately from the modification assessment.
                                            The incremental borrowings are treated as a new debt instrument.

    2

Application
to the Loan Amendment

 1. Present
                                            Value Test (ASC 470-50-40-10): The core financial terms of the loan remain consistent,
                                            with the interest rate staying at WSJ Prime + 0.5%. The shift from monthly to quarterly payments
                                            and changes in the interest-only period do not result in a substantial change in the overall
                                            present value of cash flows exceeding the 10% threshold.

 2. Lender
                                            Relationship (ASC 470-50-40-6): The lender remains the same, and there is no transfer
                                            of debt to a different creditor, supporting modification accounting.

 3. Changes
                                            in Payment Structure (ASC 470-50-40-8): While payment frequency has changed, the overall
                                            economic structure of the loan is retained. The modification extends the interest-only period
                                            and changes payment timing but does not fundamentally alter the borrower’s obligations.

 4. Principal
                                            Increase (ASC 470-50-40-15 and ASC 470-50-40-16): The increase in principal is attributable
                                            to additional borrowings rather than a fundamental change in terms. As per the guidance,
                                            these additional borrowings should be accounted for as a separate debt issuance rather than
                                            as part of the modification analysis.

Conclusion

Based
on the analysis under ASC 470-50-40-6 through ASC 470-50-40-16, the loan amendment should be accounted for as a modification rather than
an extinguishment. The primary factors supporting this conclusion are:

● The
                                            present value of cash flows does not exceed the 10% threshold under ASC 470-50-40-10.

● The
                                            lender remains the same under ASC 470-50-40-6.

● The
                                            changes in payment structure under ASC 470-50-40-8 do not result in a fundamental restructuring
                                            of the debt.

● The principal increase is due to additional borrowings, which are accounted for separately under ASC 470-50-40-15 and ASC 470-50-40-16.

    3

Exhibit B

MEMORANDUM

  To:
  Accounting files

  From:
  Todd D. Macko, CFO

  Date:
  March 6, 2025

  CC:
  Grassi

  Subject:
  Evaluation of Impact/DSS Loan Amendment Under ASC 480 and ASC 815

Conclusion
on ASC 480 vs. ASC 815 (with Non-Mandatory Stock Payment):

Given
that repayment in stock is not mandatory in this loan agreement and considering the specifics of the payment options and the conversion
features, the loan would be accounted for under ASC 480 (Distinguishing Liabilities from Equity), rather than ASC 815 (Derivatives and
Hedging). Further,

ASC
480 - Distinguishing Liabilities from Equity:

 1. Liability
                                            Classification: The loan is primarily a debt instrument, as it includes a clear repayment
                                            schedule with interest payments based on the WSJ Prime Rate (which adjusts periodically).
                                            The Company (“Borrower”) has an obligation to repay the principal and interest,
                                            even if there is an option to settle in stock. Under ASC 480-10-25-14 (Distinguishing Liabilities
                                            from Equity), the standard provides that a financial instrument should be classified as liability
                                            if there is an obligation

February 6, 2025
Todd D. Macko
Chief Financial Officer
Impact BioMedical, INC.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical, INC.
Form 10-K for the fiscal year ended December 31, 2023
Filed February 20, 2024
Form 10-Q for the quarter ended September 30, 2024
Filed November 12, 2024
File No. 001-42212
Dear Todd D. Macko:
            We have reviewed your January 10, 2025 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
December 20, 2024 letter.
Form 10-Q for the Quarterly Period Ended September 30, 2024
Notes to the Consolidated Financial Statements
Note 7. Note payable, related party, page 12
1.We note your response to prior comment one.  Your response does not address our
request for an analysis under ASC 470-50-40.  Accordingly, we reissue this part of
our comment.  Specifically, please provide a robust analysis which explains how you
evaluated the terms of the Second Amended and Restated Promissory Note, which
was effective September 16, 2024, to determine if the modification resulted in
substantially different terms which would result in extinguishment accounting.  Refer
to ASC 470-50-40-6 through 40-16.

February 6, 2025
Page 2
2.In your response, you indicate that the instrument would not be considered
freestanding and therefore not accounted for under ASC 480.  By "instrument", it
appears that you are referring to the option to settle your repayment obligation by
issuing shares, which you have referred to as a conversion option.  It is unclear to us
why your Note payable, related party, in its entirety, would not be considered a
freestanding financial instrument under ASC 480.  Please advise.  Please also explain
your consideration of ASC 480-10-25-14(a) which requires liability classification
for an obligation to issue a variable number of shares provided that, at inception, the
monetary value of the obligation is based solely or predominantly on a fixed dollar
amount.  In this regard, we note that the September 2024 amendment to the
Promissory Note stipulates that any stock issued as payment under the Note should be
based on a conversion ratio of $3 per share during the first 12-month period and based
on a 10-day volume-weighted average price (VWAP) thereafter.  The amount of
shares to be issued to settle your repayment obligation would appear to vary after
month 12 based on the volume-weighted average price of the company's shares.
3.In the event that you continue to believe that your Note payable, related party is not
required to be accounted for as a liability at fair value under ASC 480 but that such
note will be remeasured at fair value pursuant to the election under ASC 815-15-25-4,
please revise to provide the disclosures required by ASC 825-10-50-28 through 50-32.
Provide us with a draft of your intended disclosure revisions.
4.As a related matter, you indicate in your response that the disclosure in your Form 10-
Q incorrectly describes your accounting for your Note payable, related party and the
related embedded derivative, but that this error does not impact the amount reported in
your financial statements.  Please address the following:

•Confirm whether you plan to amend your September 30, 2024 Form 10-Q to
correct such disclosures.
•Provide us with a draft of the disclosures you intend to revise as it relates to the
accounting for you Note payable, related party and the classification of the
associated gain in your Statement of Operations.
•More clearly explain to us why the fair value of your Note payable, related party
decreased from $12 million at December 31, 2023 to $8 million at September 30,
2024 and what contributed to the gain of $5.7 million recognized in your
Statement of Operations.  In this regard, it appears that the outstanding principal
balance as of September 30 2024 is $12.9 million.
            Please contact Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

January
10, 2025

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Ms.
    Ibolya Ignat / Ms. Angela Connell

    Re:
    Impact
    BioMedical, INC.

    Form
    10-K for the fiscal year ended December 31, 2023 Filed February 20, 2024

    Form
    10-Q for the quarter ended September 30, 2024 Filed November 12, 2024

    File
    No. 001-42212

Dear
Ms. Ignat and Ms. Connell:

On
behalf of Impact BioMedical, INC. (the “Company”), we have set forth below responses to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of
December 20, 2024 with respect to the Company’s Annual Report on Form 10-K (the “Form 10-K”) and Quarterly Report
on Form 10-Q (the “Form 10-Q”) as noted above.

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 1 to the Form
10-K (the “10-K/A”) and Amendment No. 1 to the Form 10-Q (the “10-Q/A”) submitted concurrently
with the submission of this letter in response to the Staff’s comments.

Form
10-Q for the Quarterly Period Ended September 30, 2024

Notes
to Consolidated Financial Statements

Note
7. Note payable, related party, page 12

1.
We note your disclosure on page 9 that your Note payable, related party contains an embedded derivative in the form of payment via equity
and therefore has been accounted for in accordance with ASC 815. We further note your disclosure of the movement in the liability and
derivative components of the Note payable, related party on page 12. Please address the following:

 ● Provide
                                            us with a copy of the Revolving Promissory Note, as amended on July 24, 2024. In this regard,
                                            we could not locate this most recent amendment in your exhibits.

 ● Provide
                                            us with a robust accounting analysis for this transaction, including your consideration of
                                            the guidance set forth in ASC 470-50-40 as it relates to debt modifications and ASC 815-15-25
                                            as it relates to bifurcation of the embedded conversion option. In this regard, cite the
                                            specific guidance you relied upon in determining that the conversion option required bifurcation.

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 ● Explain
                                            how you applied the guidance in ASC 815-15-30-2 in allocating the carrying amount of the
                                            hybrid instrument between the debt host contract and the embedded derivative and how this
                                            allocation resulted in a $5.6 million gain. In this regard, it is unclear to us why if the
                                            embedded derivative was determined to have a fair value of $1.4 million (as disclosed on
                                            page 12), $7.1 million was allocated from the carrying amount of the Note payable, related
                                            party, resulting in a $5.6 million gain. ASC 815-15-30-2 requires the embedded derivative
                                            to be recognized at its fair value at inception and the carrying value assigned to the host
                                            contract to be calculated as the difference between the previous carrying amount of the hybrid
                                            instrument and the fair value of the derivative. Please advise.

Response:
In response to the Staff’s first question regarding Note 7 within the September 30, 2024, financial statements of the Company,
the Company respectfully advises the Staff to please see attached related promissory note that was amended in July of 2024, as well as
the attached memo written to support the accounting treatment, annexed hereto as Exhibit A.

 In
regards to your third bullet of the first question, Management does believe that the transaction is accurately accounted for within the
Condensed Consolidated Balance Sheet, Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows.
However, upon further review of this disclosure, which illustrates a bifurcation of the embedded derivative, Management has determined
that what was disclosed does not adequately depict the accounting treatment of the Note payable, related party. Our attached memo correctly
identifies that the embedded derivative is not to be bifurcated. Although the disclosure in Note 7 does not adequately depict the accounting
treatment, no restatement is deemed needed for the period ended September 30, 2024. Aside from a revised disclosure to be utilized for
the December 31, 2024 10-K filing, the Company will also be changing the description on the Condensed Consolidated Statement of Operations
from “Change in fair value of embedded derivative” to “Change in fair value of Note payable, related party”.

Form
10-K for the Fiscal Year Ended December 31, 2023

Notes
to the Consolidated Financial Statements

12.
Commitments and Contingencies, page 41

2.
We note your disclosure regarding the Equivir License Agreement which was entered into with ProPhase BioPharma on March 18, 2022. Please
revise your future filings to also disclose the significant terms of the July 18, 2022 License Agreement with ProPhase for the development
and commercialization of your LB-1 and LB-2 compounds. Please also disclose your revenue recognition policy for each of these agreements,
including your performance obligations under each contract, your determination of the transaction price and the method by which revenue
is being recognized. As it relates to the July 18, 2022 License Agreement, explain how you determined that upfront recognition of the
$50,000 license fee was appropriate.

Response:
In response to your second question regarding the disclosure of significant terms for the licensing of our LB-1 and LB-2 compounds
to ProPhase, the Company respectfully advises the Staff that we have noted your comment and future filings will be adjusted accordingly.

1185
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T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

As
it relates to the recognition of the upfront non-refundable $50,000 fee associated with this contract,
the guidance in ASC 606 provides that an entity’s promise to provide a customer with a right to use the entity’s intellectual
property is satisfied at the point in time the customer is able to use and benefit from the license, because the entity’s promise
in granting the license is solely to make the underlying intellectual property available for the customer’s use and benefit. The
provision in the contract with ProPhase pertaining to this fee grants ProPhase the right to use, develop, and commercialize this compound
for their benefit. Therefore, it was deemed appropriate to recognize this amount in 2022.

We
trust that the above is responsive to your comments.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at (212)
930-9700.

    Sincerely,

    /s/
    Darrin M. Ocasio

    Darrin
    M. Ocasio, Esq.

    Sichenzia
    Ross Ference Carmel LLP

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

EXHIBIT
A

CONVERTIBLE
DEBT MEMORANDUM

interoffice
memorandum

    to:
    Accounting
    files

    from:
    Todd
    D. Macko, CFO

    subject:
    Accounting
    for converible debt

    date:
    09.30.2024

    CC:
    Grassi

Purpose:

This
memo will the account treatment of the Company’s Promissory note with DSS, Inc. which allows the utilization of Company shares
for payment of principal and interest.

Background:

On
December 31, 2020, and later amended, the Company executed a Revolving Promissory Note (“Note”) with DSS, a related party,
which accrues interest at a rate of 4.25% and is due in full at the maturity date of September 30, 2030. The Note was further amended
on July 24, 2024 with an effective date of September 16,2024 to i) allow the Company to pay certain principal and/or interest payments
owing under the repayment terms in an exchange for potential of equity in the Company, ii) change the quarterly interest due dates to
the last day of each calendar quarter (i.e. December 31, March 31, June 30 and September 30), iii) to partially eliminate the “On
Demand, if No Demand” feature so that the “On Demand, if no Demand” feature only starts after the 24th month, iv) continue
the planned repayment program commencing on the 37th month and on the last day of each month thereafter through August 31, 2030 to pay
a fixed monthly payment of $126,381, v) to continue the scheduled maturity date of September 30, 2030, and vi) adjusts the interest rate
to be the WSJ Prime Rate plus 0.50%.

Accounting
Consideration:

When
a debt instrument include embedded components (common stock of the Company), a borrower should evaluate these embedded components to
determine whether they are embedded derivatives are within the scope of ASC 480 or ASC 815 (and further should be separately carried
at fair value under ASC 815).

As
per ASC 480-10, to be accounted for under this scope, the financial instrument would need to be freestanding.

Conclusion:
Management has determined that this instrument would not be considered freestanding, and therefore not accounted for under ASC 480
for the following reasons:

 1. The
                                            conversion option was issued in conjunction with the promissory note.

 2. The
                                            holder cannot sell, transfer and/or exercise each contract separately.

Once
its been determine that the financial instrument is not within the scope of ASC 480-10, we need to determine whether it meets the definition
of a derivative. Per ASC 815-10-15-83, a derivative is a financial instrument or other contract with all of the following characteristics:

1. Underlying,
                                            notional amount, payment provision. The contract has both of the following terms,
                                            which determine the amount of the settlement or settlements, and, in some cases, whether
                                            or not a settlement is required:

 a. One
                                            or more underlyings

 b. One
                                            or more notional amounts or payment provisions or both.

2. Initial
                                            net investment. The contract requires no initial net investment or an initial net investment
                                            that is smaller than would be required for other types of contracts that would be expected
                                            to have a similar response to changes in market factors.

3. Net
                                            settlement. The contract can be settled net by any of the following means:

 a. Its
                                            terms implicitly or explicitly require or permit net settlement.

 b. It
                                            can readily be settled net by a means outside the contract.

 c. It
                                            provides for delivery of an asset that puts the recipient in a position not substantially
                                            different from net settlement.

Conclusion:
Management has concluded that the promissory note meets all of the above criteria and the option to repay utilizing Company shares
constitutes an embedded derivative.

In
determining if the embedded derivative requires bifurcation, from the host contract under ASC 815-15-25-1. The following chart illustrates
this decision process:

Step
B1: The concept of clearly and closely related refers to the relationship between the economic characteristics and risks of the embedded
conversion option and the economic characteristics and risks of the host contract. The factors to consider include the type of host and
the underlying. For a debt host contract, clearly and closely related underlyings include interest rates, inflation, and creditworthiness.
For an equity host contract, the clearly and closely related underlyings include the price of a share in the entity. ASC 815-15-25-51
states “changes in fair value of an equity interest and the interest rates on a debt instrument are not clearly and closely related.”

The
Company has concluded that the line of credit (host contract) and embedded conversion option have different characteristics and risks,
therefore they are not closely related. Move to Step B2.

Step
B2: Under ASC 815-15 and 825-10, companies have an option to carry certain hybrid instruments at fair value with remeasurement at each
balance sheet date and changes in fair value reported in the income statement. The fair value election under ASC 815-15-25 and ASC 825-10
can be made only when a financial instrument is initially recorded or when certain events occur such as a business combination,
significant modification of debt as defined in ASC 470-50 or another event designated in the accounting literature as
requiring a financial instrument to be remeasured at fair value at the time of the event.

The
Company has elected the option to carry this instrument at fair value, therefore the bifurcation is not required under ASC 815.

Conclusion:
Management has concluded embedded derivative within the promissory note qualifies to be accounted for at fair value initially
under subsection ASC 815-10-30-1 and subsequently under subsection ASC 815-10-35-1.

December 20, 2024
Todd D. Macko
Chief Financial Officer
Impact BioMedical, INC.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical, INC.
Form 10-K for the fiscal year ended December 31, 2023
Filed February 20, 2024
Form 10-Q for the quarter ended September 30, 2024
Filed November 12, 2024
File No. 001-42212
Dear Todd D. Macko:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Quarterly Period Ended September 30, 2024
Notes to Consolidated Financial Statements
Note 7. Note payable, related party, page 12
We note your disclosure on page 9 that your Note payable, related party contains an
embedded derivative in the form of payment via equity and therefore has been
accounted for in accordance with ASC 815.  We further note your disclosure of the
movement in the liability and derivative components of the Note payable, related
party on page 12.  Please address the following:
•Provide us with a copy of the Revolving Promissory Note, as amended on July 24,
2024.  In this regard, we could not locate this most recent amendment in your
exhibits.
Provide us with a robust accounting analysis for this transaction, including your
consideration of the guidance set forth in ASC 470-50-40 as it relates to debt •1.

December 20, 2024
Page 2
modifications and ASC 815-15-25 as it relates to bifurcation of the embedded
conversion option.  In this regard, cite the specific guidance you relied upon in
determining that the conversion option required bifurcation.
•Explain how you applied the guidance in ASC 815-15-30-2 in allocating the
carrying amount of the hybrid instrument between the debt host contract and the
embedded derivative and how this allocation resulted in a $5.6 million gain.  In
this regard, it is unclear to us why if the embedded derivative was determined to
have a fair value of $1.4 million (as disclosed on page 12), $7.1 million was
allocated from the carrying amount of the Note payable, related party, resulting in
a $5.6 million gain.  ASC 815-15-30-2 requires the embedded derivative to be
recognized at its fair value at inception and the carrying value assigned to the host
contract to be calculated as the difference between the previous carrying amount
of the hybrid instrument and the fair value of the derivative.  Please advise.
Form 10-K for the Fiscal Year Ended December 31, 2023
Notes to the Consolidated Financial Statements
12. Commitments and Contingencies, page 41
2.We note your disclosure regarding the Equivir License Agreement which was entered
into with ProPhase BioPharma on March 18, 2022.  Please revise your future filings to
also disclose the significant terms of the July 18, 2022 License Agreement with
ProPhase for the development and commercialization of your LB-1 and LB-2
compounds. Please also disclose your revenue recognition policy for each of these
agreements, including your performance obligations under each contract, your
determination of the transaction price and the method by which revenue is being
recognized.  As it relates to the July 18, 2022 License Agreement, explain how you
determined that upfront recognition of the $50,000 license fee was appropriate.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Impact
BioMedical Inc.

1400
Broadfield Blvd., Suite 130

Houston,
TX 77084

Tel:
(585) 325-3610

September
9, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

    Re:
                                            Impact BioMedical Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-275062

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time on September
11, 2024, or as soon thereafter as practicable.

Please
contact Darrin M. Ocasio, Esq. of Sichenzia Ross Ference Carmel LLP at (917) 848-6325, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    IMPACT
    BIOMEDICAL INC.

    By:

    /s/
    Frank D. Heuszel

    Frank
    D. Heuszel

    Chief
    Executive Officer

CORRESP
1
filename1.htm

REVERE
SECURITIES, LLC

560
Lexington Avenue, 16th Floor

New
York, New York 10022

September
9, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

Attention:
Daniel Crawford

Re:
Impact BioMedical Inc.

Registration
Statement on Form S-1, as amended

File
No. 333-275062

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: Wednesday, September 11, 2024

Requested
Time: 4:00 p.m., Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed initial public offering of Impact BioMedical Inc. (the “Company”), hereby join the Company’s request
that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:00 p.m.,
Eastern Time, on Wednesday, September 11, 2024, or as soon thereafter as possible.

Pursuant
to Rule 460 under the Securities Act, we hereby advise that we will distribute as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    REVERE
    SECURITIES, LLC

    By:
    /s/
    Bill Moreno

    Name:
    Bill
    Moreno

    Title:
    Chairman
    & CEO

CORRESP
1
filename1.htm

Impact
BioMedical Inc.

1400
Broadfield Blvd., Suite 130

Houston,
TX 77084

Tel:
(585) 325-3610

    September
    5, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

    Re:
    Re:
    Impact BioMedical Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-275062

    Withdrawal
    Request for Acceleration

Ladies
and Gentlemen:

We
hereby request the withdrawal of our request for acceleration, dated September 3, 2024, of the effective date of the Registration Statement
on Form S-1, as amended (File No. 333-275062) that was requested to become effective at 4:00 p.m. Eastern Time, on September 5, 2024,
or as soon thereafter as practicable. We hereby respectfully withdraw this acceleration request at this time.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Sichenzia
Ross Ference Carmel LLP, attention: Darrin M. Ocasio, Esq. at (917) 848-6325.

    Very
    truly yours,

    IMPACT
    BIOMEDICAL INC.

    By:
    /s/
    Frank D. Heuszel

    Frank
    D. Heuszel

    Chief
    Executive Officer

CORRESP
1
filename1.htm

REVERE
SECURITIES, LLC

560
Lexington Avenue, 16th Floor

New
York, New York 10022

September
5, 2024

Via
Edgar

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
Daniel Crawford

Re:
Impact BioMedical Inc.

Registration
Statement on Form S-1, as amended

File
No. 333-275062

Dear
Mr. Crawford:

Reference
is made to our letter, filed as correspondence via EDGAR on September 3, 2024, in which we requested the acceleration of the effective
date of the above referenced Registration Statement. We are no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

Please
feel free to direct any questions or comments concerning this request to our counsel, Scott Linsky of Lucosky Brookman LLP, at (732)
395-4408.

    Sincerely,

    Revere Securities, LLC

    /s/ Bill Moreno

    By:

    Bill
    Moreno

    Title:
    Chairman
    & CEO

CORRESP
1
filename1.htm

Impact
BioMedical Inc.

1400
Broadfield Blvd., Suite 130

Houston,
TX 77084

Tel:
(585) 325-3610

September
3, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

    Re:
                                            Impact BioMedical Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-275062

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time on September
5, 2024, or as soon thereafter as practicable.

Please
contact Darrin M. Ocasio, Esq. of Sichenzia Ross Ference Carmel LLP at (917) 848-6325, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    IMPACT
    BIOMEDICAL INC.

    By:

    /s/
    Frank D. Heuszel

    Frank
    D. Heuszel

    Chief
    Executive Officer

CORRESP
1
filename1.htm

REVERE
SECURITIES, LLC

560
Lexington Avenue, 16th Floor

New
York, New York 10022

September
3, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

Attention:
Daniel Crawford

Re:
Impact BioMedical Inc.

Registration
Statement on Form S-1, as amended

File
No. 333-275062

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: Thursday, September 5, 2024

Requested
Time: 4:00 p.m., Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed initial public offering of Impact BioMedical Inc. (the “Company”), hereby join the Company’s request
that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:00 p.m.,
Eastern Time, on Thursday, September 5, 2024, or as soon thereafter as possible.

Pursuant
to Rule 460 under the Securities Act, we hereby advise that we will distribute as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    REVERE
    SECURITIES, LLC

    By:
    /s/
    Bill Moreno

    Name:
    Bill
    Moreno

    Title:
    Chairman
    & CEO

CORRESP
1
filename1.htm

Impact
BioMedical Inc.

1400
Broadfield Blvd., Suite 130

Houston,
TX 77084

Tel:
(585) 325-3610

    August
    12, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

    Re:
    Re:
                                            Impact BioMedical Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-275062

    Withdrawal
    Request for Acceleration

Ladies
and Gentlemen:

We
hereby request the withdrawal of our request for acceleration, dated August 8, 2024, of the effective date of the Registration Statement
on Form S-1, as amended (File No. 333-275062) that was requested to become effective at 4:00 p.m. Eastern Time, on August 12, 2024, or
as soon thereafter as practicable. We hereby respectfully withdraw this acceleration request at this time.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Sichenzia
Ross Ference Carmel LLP, attention: Darrin M. Ocasio, Esq. at (917) 848-6325.

    Very
    truly yours,

    IMPACT
    BIOMEDICAL INC.

    By:
    /s/
    Frank D. Heuszel

    Frank
    D. Heuszel

    Chief
    Executive Officer

CORRESP
1
filename1.htm

REVERE
SECURITIES, LLC

560
Lexington Avenue, 16th Floor

New
York, New York 10022

August
12, 2024

Via
Edgar

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
Daniel Crawford

Re:
Impact BioMedical Inc.

Registration
Statement on Form S-1, as amended

File
No. 333-275062

Dear
Mr. Crawford:

Reference
is made to our letter, filed as correspondence via EDGAR on August 8, 2024, in which we requested the acceleration of the effective date
of the above referenced Registration Statement. We are no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.

Please
feel free to direct any questions or comments concerning this request to our counsel, Scott Linsky of Lucosky Brookman LLP, at (732)
395-4408.

    Sincerely,

    Revere
    Securities, LLC

    /s/ Bill Moreno

    By:

    Bill
    Moreno

    Title:

    Chairman
    & CEO

CORRESP
1
filename1.htm

Impact
BioMedical Inc.

1400
Broadfield Blvd., Suite 130

Houston,
TX 77084

Tel:
(585) 325-3610

August
8, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

    Re:
    Impact BioMedical Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-275062

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time on August
12, 2024, or as soon thereafter as practicable.

Please
contact Darrin M. Ocasio, Esq. of Sichenzia Ross Ference Carmel LLP at (917) 848-6325, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    IMPACT
    BIOMEDICAL INC.

    By:

    /s/
    Frank D. Heuszel

    Frank
    D. Heuszel

    Chief
    Executive Officer

CORRESP
1
filename1.htm

REVERE
SECURITIES, LLC

560
Lexington Avenue, 16th Floor

New
York, New York 10022

August
8, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington, DC 20549

Attention:
Daniel Crawford

Re:
Impact BioMedical Inc.

Registration
Statement on Form S-1, as amended

File
No. 333-275062

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: Monday, August 12, 2024

Requested
Time: 4:00 p.m., Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed initial public offering of Impact BioMedical Inc. (the “Company”), hereby join the Company’s request
that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:00 p.m.,
Eastern Time, on Monday August 12, 2024, or as soon thereafter as possible.

Pursuant
to Rule 460 under the Securities Act, we hereby advise that we will distribute as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very truly yours,

    REVERE SECURITIES, LLC

    By:
    /s/ Bill
    Moreno

    Name:
    Bill Moreno

    Title:
    Chairman & CEO

United States securities and exchange commission logo
October 25, 2023
Frank Heuszel
Chief Executive Officer and Director
Impact BioMedical, Inc.
1400 Broadfield Blvd. , Suite 130
Houston, TX 77084
Re:Impact BioMedical, Inc.
Registration Statement on Form S-1
Filed October 17, 2023
File No. 333-275062
Dear Frank Heuszel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darrin Ocasio, Esq.

CORRESP
1
filename1.htm

August
2, 2023

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Attention:
    Timothy
    Buchmiller

    Re:
    Impact
    BioMedical Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-253037

Dear
Mr. Buchmiller:

Reference
is made to the Registration Statement on Form S-1 (File No. 333-253037) (as amended to date, the “Registration Statement”)
filed by Impact BioMedical Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”).

A
record date of July 10, 2023 was set for the distribution of 485,161,488 shares of the Company’s common stock (the “Shares”),
which is expected to occur at 5:00 p.m. eastern time on August 8, 2023. The Company hereby requests that the effectiveness of the Registration
Statement be accelerated such that it be declared effective as of 4:30 p.m. Eastern time on August 4, 2023, or as soon thereafter as
practicable.

If
you have any questions or require any additional information regarding this request, please contact Darrin M. Ocasio of Sichenzia Ross
Ference LLP at (212) 398-1493. We request that we be notified of the effectiveness of the Registration Statement by a telephone call
to Mr. Darrin M. Ocasio and that such effectiveness also be confirmed in writing to the address above.

    Very
    truly yours,

    Impact
    BioMedical Inc.

    By:
    /s/
    Frank D. Heuszel

    Frank
    D. Heuszel

    Chief
    Executive Officer

    Cc:
    Frank
    D. Heuszel

    Darrin
    M. Ocasio

CORRESP
1
filename1.htm

    July
    24, 2023

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn:
Eric Atallah and Mary Mast

    Re:
    Impact
    BioMedical Inc.

    Amendment
                                            No. 12 to Registration Statement on Form S-1

    Filed
    June 30, 2023

    File
    No. 333-253037

Dear
Mr. Atallah and Ms. Mast:

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”) provided to
the undersigned on July 18, 2023 regarding the Company’s Registration Statement on Form S-1.

For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. Unless otherwise indicated, defined terms used herein have the meanings set forth in the S-1.

Amendment
No. 12 to Registration Statement on Form S-1

Capitalization,
page 17

    1.
    We
    note your revised disclosures in response to prior comment 1. However, you did not address why Non-controlling interest in subsidiary
    is included in Total capitalization. As previously requested, please explain to us why you have included your Non-controlling interest
    in your Total capitalization or remove the line item.

Response:
The Company has revised the disclosure to remove the line item in accordance with the Staff’s comment and conversations during the call on July 24, 2023.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia
Ross Ference LLP at (212) 930-9700.

    Sincerely,

    Frank
    D. Heuszel

    Chief
    Executive Officer

    cc:
    Darrin
    M. Ocasio, Esq.

United States securities and exchange commission logo
July 13, 2023
Frank D. Heuszel
Chief Executive Officer
Impact BioMedical Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical Inc.
Amendment No. 12 to Registration Statement on Form S-1
Filed June 30, 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 June 27, 2023 letter.
Amendment No. 12 to Registration Statement on Form S-1
Capitalization, page 17
1.We note your revised disclosures in response to prior comment 1.  However, you did not
address why Non-controlling interest in subsidiary is included in Total capitalization.  As
previously requested, please explain to us why you have included your Non-controlling
interest in your Total capitalization or remove the line item.

 FirstName LastNameFrank D. Heuszel
 Comapany NameImpact BioMedical Inc.
 July 13, 2023 Page 2
 FirstName LastName
Frank D. Heuszel
Impact BioMedical Inc.
July 13, 2023
Page 2
            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.

CORRESP
1
filename1.htm

    June
    30, 2023

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn:
Eric Atallah and Mary Mast

    Re:
    Impact BioMedical Inc.

    Amendment
    No. 11 to Registration Statement on Form S-1

    Filed
    June 21, 2023

    File No. 333-253037

Dear
Mr. Atallah and Ms. Mast:

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”) provided to
the undersigned on June 27, 2023 regarding the Company’s Registration Statement on Form S-1.

For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. Unless otherwise indicated, defined terms used herein have the meanings set forth in the S-1.

Amendment
No. 11 to Registration Statement on Form S-1

Capitalization,
page 17

1. We
                                            note your response and revised disclosures to prior comment 1. It does not appear as though
                                            you have included your notes payable in your total capitalization. Please explain why notes
                                            payable is not included in your total capitalization or revise your filing accordingly. Also,
                                            please tell us why Non-controlling interest in subsidiary is included in Total capitalization
                                            or remove the line item.

Response:
The capitalization table has been updated to include the note payable to the related party. Also, the capitalization table has
been updated to illustrate the retained earnings associated with Impact BioMedical as well as the non-controlling interest of the Company’s
subsidiaries.

2. As
                                            a related matter please update your capitalization table to be consistent with the most recent
                                            balance sheet included in your filing (i.e., March 31, 2023)

Response:
The capitalization table has been updated to reflect March 31, 2023.

Note
8. Goodwill, page F-12

    3.
    We
    note your response and revised disclosures in response to prior comment 3. Regarding your valuation under the income approach, please
    tell us why you believe the material assumptions you used including future sales, operating margins, discount rates, and growth rates
    are reasonably supportable given the current stage of development.

Response:
Under AICPA guidelines, we believe the Company is currently in stage 4 of development described as “Enterprise has
met additional key development milestones (for example, first customer orders or first revenue shipments) and has some product revenue,
but it is still operating at a loss. Typically, mezzanine rounds of financing occur during this stage. Also, it is frequently
in this stage that discussions would start with investment banks for an initial public offering (IPO).” This determination is supported
by an independent third party that performed their quantitative analysis of the Company’s goodwill.

There have been several developments
to its acquiring the business in 2020 to support our assumptions around future sales margins and growth rates. Those include but are
not limited to:

 i. The
                                            biotechnology industry in which we operate per the IBISWorld Industry Report NN001 Biotechnology
                                            in the U.S., dated January of 2022, estimates the current market size at approximately
                                            $137.6 billion. Growth over the 2016 through 2021 period is estimated at a rate of negative
                                            0.4% per annum. Over the next five years, industry growth is projected at 2.2% per annum.

 ii. In
                                            line with the Company’s research, discovery and license business model, the Company
                                            has executed licensing agreements on four of its discovery assets, i.e. Equivir,
                                            Equivir-G, Linebacker 1 and Linebacker 2, with an experienced publicly traded biotech
                                            pharmaceutical company. That partner is conducting next stage studies and development of
                                            those licensed technologies, with immediate plans to market, distribute and sell the technology.
                                            These third-party licensing agreements provide for third-party funding for the continued
                                            testing, development, and advancement of these next generation technologies. This business
                                            model of discovery and then licensing significantly reduces, or eliminates, the company’s
                                            cost to bring these products to market and generate revenue and shifts that cost responsibility
                                            to its licensing partner.

 iii. Since
                                            acquiring the company in 2020, the management team have discovered at least 6 new biohealth
                                            based discoveries which it has added to its portfolio; each with significant research support
                                            and licensing interest. Several of the previously acquired other technologies, and the newer
                                            discoveries, that are not currently under a licensing agreement, are, or are slated to be,
                                            in validation testing and development by multiple third-party partners seriously interested
                                            in the technologies. If those validation tests go as planned, then there is a high likelihood
                                            that future agreements for licensing and royalties will be negotiated.

 iv. For
                                            certain technologies, we have been in active adaptation testing with existing qualified manufacturing
                                            partners to incorporate our advanced technologies into their existing international marketed
                                            products which if comes to fruition will generate significant, potential future revenues
                                            for the company.

  v. Our
                                            research and development partners continue to identify new, patentable technologies that
                                            we believe are unique in the industry and will provide us with material new revenue streams.

Regarding the discount rate used by the independent third party that performed the valuation of our goodwill balance as
of June 1, 2022, the stage 4 of development that we are currently in. In order to support the discount rate determined, multiple venture
capital studies were reviewed which disclose a range of returns required depending on the stage of development for the subject company.
This stage of development translates into discount rates in the 35% to 50% range.  Based upon this range, we feel our discount rate
is reasonable. The studies reviewed are summarized below:

    4.
    As a related matter, we note your disclosures
    on page F-25 that during the year ended December 31, 2022, you used qualitative factors to determine whether it was more likely than
    not that the fair value of a reporting unit exceeded its carrying amount. Please reconcile the disclosure on page F-25 to your disclosure
    in this footnote which indicates that you performed quantitative goodwill testing during the year ended December 31, 2022.

Response: The related footnotes have been
updated for the correct terminology.

5. We
                                            note from your response and revised disclosures in response to prior comment 4 that you may
                                            use internal discounted cash flow estimates, quoted market prices, when available, and independent
                                            appraisals, as appropriate, to determine fair value. However it does not appear as though
                                            you have discussed the valuation methodology and key assumptions used in your most recent
                                            impairment analysis, as previously requested. Please advise us or revise your filing accordingly

Response:
Footnote 9 has been updated to identify the methodology used as qualitative and the key factors considered.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia
Ross Ference LLP at (212) 930-9700.

    Sincerely,

    Frank D. Heuszel

    Chief Executive Officer

    cc:
    Darrin M. Ocasio, Esq.

United States securities and exchange commission logo
June 27, 2023
Frank D. Heuszel
Chief Executive Officer
Impact BioMedical Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical Inc.
Amendment No. 11 to Registration Statement on Form S-1
Filed June 21, 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 June 9, 2023 letter.
Amendment No. 11 to Registration Statement on Form S-1
Capitalization, page 17
1.We note your response and revised disclosures to prior comment 1.  It does not appear as
though you have included your notes payable in your total capitalization.  Please explain
why notes payable is not included in your total capitalization or revise your filing
accordingly.  Also, please tell us why Non-controlling interest in subsidiary is included in
Total capitalization or remove the line item.
2.As a related matter please update your capitalization table to be consistent with the most
recent balance sheet included in your filing (i.e., March 31, 2023).

 FirstName LastNameFrank D. Heuszel
 Comapany NameImpact BioMedical Inc.
 June 27, 2023 Page 2
 FirstName LastName
Frank D. Heuszel
Impact BioMedical Inc.
June 27, 2023
Page 2
Note 8. Goodwill, page F-12
3.We note your response and revised disclosures in response to prior comment 3.
Regarding your valuation under the income approach, please tell us why you believe the
material assumptions you used including future sales, operating margins, discount
rates, and growth rates are reasonably supportable given the current stage of development.
4.As a related matter, we note your disclosures on page F-25 that during the year ended
December 31, 2022, you used qualitative factors to determine whether it was more likely
than not that the fair value of a reporting unit exceeded its carrying amount.  Please
reconcile the disclosure on page F-25 to your disclosure in this footnote which indicates
that you performed quantitative goodwill testing during the year ended December 31,
2022.
Note 9. Intangible Assets, page F-12
5.We note from your response and revised disclosures in response to prior comment 4 that
you may use internal discounted cash flow estimates, quoted market prices, when
available, and independent appraisals, as appropriate, to determine fair value.  However it
does not appear as though you have discussed the valuation methodology and key
assumptions used in your most recent impairment analysis, as previously requested.
Please advise us or revise your filing accordingly.
            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.

CORRESP
1
filename1.htm

    June
    21, 2023

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn:
Eric Atallah and Mary Mast

    Re:
    Impact
    BioMedical Inc.

    Amendment
    No. 10 to Registration Statement on Form S-1 Filed June 2, 2023

    File
    No. 333-253037

Dear
Mr. Atallah and Ms. Mast:

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”) provided to
the undersigned on June 9, 2023 regarding the Company’s Registration Statement on Form S-1.

For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. Unless otherwise indicated, defined terms used herein have the meanings set forth in the S-1.

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.

Response:
The capitalization table has been revised to reflect the correct amount of total capitalization in accordance with the Staff’s
comment.

Financial
Statements, page F-1

    2.
    Please
    update your financial statements and related information to comply with Rule 8-08 of Regulation S-X.

Response:
The March 31, 2023 financial statements have been included in accordance with the Staff’s comment.

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.

Response:
The related footnotes have been revised in accordance with the Staff’s comments.

    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.

Response:
In accordance with the Staff’s comment, an additional footnote has been included to identify the policy.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia
Ross Ference LLP at (212) 930-9700.

    Sincerely,

    Frank
    D. Heuszel

    Chief
    Executive Officer

    cc:
    Darrin
    M. Ocasio, Esq.

United States securities and exchange commission logo
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.

CORRESP
1
filename1.htm

  June
  2, 2023

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn:
Eric Atallah and Mary Mast

    Re:
    Impact
BioMedical Inc.

    Amendment
    No. 9 to Registration Statement on Form S-1 Filed May 15, 2023

    File
    No. 333-253037

Dear
Mr. Atallah and Ms. Mast:

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”) provided to
the undersigned on May 25, 2023 regarding the Company’s Registration Statement on Form S-1.

For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. Unless otherwise indicated, defined terms used herein have the meanings set forth in the S-1.

Amendment
No. 9 to Registration Statement on Form S-1

Questions
and Answers about the Distribution

What
is being distributed to holders of DSS Common Stock in the Distribution?, page ii

1. Please
                                            tell us how you calculated the percentage given in response to this question or revise your
                                            disclosure as appropriate.

Response:
The disclosure has been revised in accordance with the Staff’s comment.

Item
11. Change in Auditors, page 48

2. Please
                                            revise your filing to include a letter filed as an exhibit to this registration statement
                                            from your former auditor stating whether it agrees with the statements made by you under
                                            Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree.
                                            Refer to the guidance in Item 304(a)(3) of Regulation S-K.

Response:
The filing has been revised to include a letter filed as an exhibit to the registration statement from the Company’s
former auditor in accordance with the Staff’s comment.

Consolidated
Balance Sheet, page F-4

3. You
                                            state on page 45 under “General” that on May 11, 2023, you effected a forward
                                            split. As a result, there were 3,877,282,251 shares of Common Stock outstanding. Please retroactively
                                            revise the financial statements and throughout the filing, as applicable. See ASC 505-10-S99-4.

Response:
The filing and the financial statements have been revised to reflect the number of shares as a result of the forward split
effective May 11, 2023 in accordance with the Staff’s comment.

Notes
to the Consolidated Financial Statements

Note
5. Investments, page F-11

4. You
                                            state on page F-12 that as of December 31, 2022, you determined to impair 100% of your investment
                                            in Vivacitas, in the amount of $4,100,000. Please clarify to us and in the filing the reasons
                                            for the impairment and the timing thereof.

Response:
The footnotes to the financial statements have been revised to clarify the rationale for the impairment of the asset in accordance
with the Staff’s comment.

5. Please
                                            clarify in the third paragraph of Note 5 the dates the fair value of the Company’s
                                            investment in Nano9 is not readily available. It appears the reference to “Mach 31,
                                            2022” should be December 31, 2022.

Response:
The related footnote has been corrected and reflects the date December 31, 2022 in accordance with the Staff’s comment.

Note
7. Goodwill, page F-12

6. Goodwill
                                            and intangible assets are significant to your balance sheet. Based on pages 4 and 20-22 you
                                            have not conducted, and do not have plans to conduct, any preclinical testing for the products,
                                            technology, or compounds listed. You also do not appear to have identified third parties
                                            or customers interested in purchasing, licensing or co-developing your products. Please address
                                            the following:

 ● Provide
                                            us an update since your August 2, 2022 response as to why no impairment is required to be
                                            recorded with respect to goodwill. Tell us why a quantitative analysis is not required to
                                            be used in light of recurring operating losses and lack of development or apparent significant
                                            agreements to develop your products. Address the factors in ASC 350-20-35-3C in your analysis.
                                            For any agreements entered into, please clarify the status of any development with respect
                                            to your products and the significance of the agreement to your results of operations. For
                                            example, you state that you entered into a license agreement with ProPhase Labs in June 2022
                                            to produce and distribute compound Equivir and in July 2022 you executed a license agreement
                                            with ProPhase BioPharma, a subsidiary of ProPhase Labs, for the Linebacker portfolio but
                                            it is unclear if any development has occurred and, if not, why no impairment is required
                                            to be recorded.

 ● Please
                                            tell us the nature of and status of your developed technology disclosed in Note 8 on page
                                            F-12. Provide a detailed analysis as to why you believe an impairment is not required to
                                            be recorded.

Response: A
quantitative test was completed with an effective date of June 1, 2022. This test was finalized subsequent to the August 2, 2022
comment. The footnote question has been updated to reflect the results of the quantitative test, which indicated no impairment was
needed. Regarding the Staff’s second bullet point, the developed technologies discussed in the footnote pertain to the
Company’s latos and 3F formulations. As of December 31st 2022, the Company has determined no impairment is necessary due to
three factors: first, the Company continues to perform third party, independent testing of these assets to fully understand their
capabilities and market reach. Second, the Company is in the process of obtaining patent rights for these items and other countries,
and third, although no contracts have been signed, the Company has had significant conversations with major corporations regarding
the licensing of these technologies.

Note
9. Debt, page F-13

7. You
                                            state that the Revolving Promissory Note with DSS, a related party, which had a balance of
                                            $9.5 million and $12.5 million at December 31, 2022 and 2021, respectively, accrues interest
                                            at a rate of 4.25%. Please tell us why there is no interest expense recorded in 2022. In
                                            this respect, we note in the last amendment you had recorded $133,000 interest expense for
                                            the nine months ended September 30, 2022.

Response:
Interest expense has been recorded for the year ended December 31, 2022 and the financial statements have been updated to reflect
this in accordance with the Staff’s comment.

Exhibits

8. Please
                                            revise your opinion to opine on the updated amount of shares you are registering in connection
                                            with the Distribution.

Response:
The opinion has been revised to address the Staff’s comment.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia
Ross Ference LLP at (212) 930-9700.

Sincerely,

Frank
D. Heuszel

Chief
Executive Officer

  cc:
  Darrin M. Ocasio, Esq.

United States securities and exchange commission logo
May 25, 2023
Frank D. Heuszel
Chief Executive Officer
Impact BioMedical Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical Inc.
Amendment No. 9 to Registration Statement on Form S-1
Filed May 15, 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 January 20, 2023 letter.
Amendment No. 9 to Registration Statement on Form S-1
Questions and Answers about the Distribution
What is being distributed to holders of DSS Common Stock in the Distribution?, page ii
1.Please tell us how you calculated the percentage given in response to this question or
revise your disclosure as appropriate.
Item 11. Change in Auditors, page 48
2.Please revise your filing to include a letter filed as an exhibit to this registration statement
from your former auditor stating whether it agrees with the statements made by you under
Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree.
Refer to the guidance in Item 304(a)(3) of Regulation S-K.

 FirstName LastNameFrank D. Heuszel
 Comapany NameImpact BioMedical Inc.
 May 25, 2023 Page 2
 FirstName LastNameFrank D. Heuszel
Impact BioMedical Inc.
May 25, 2023
Page 2
Consolidated Balance Sheet, page F-4
3.You state on page 45 under "General" that on May 11, 2023, you effected a forward split.
As a result, there were 3,877,282,251 shares of Common Stock outstanding. Please
retroactively revise the financial statements and throughout the filing, as applicable. See
ASC 505-10-S99-4.
Notes to the Consolidated Financial Statements
Note 5. Investments, page F-11
4.You state on page F-12 that as of December 31, 2022, you determined to impair 100% of
your investment in Vivacitas, in the amount of $4,100,000. Please clarify to us and in the
filing the reasons for the impairment and the timing thereof.
5.Please clarify in the third paragraph of Note 5 the dates the fair value of the Company's
investment in Nano9 is not readily available. If appears the reference to "Mach 31, 2022"
should be December 31, 2022.
Note 7. Goodwill, page F-12
6.Goodwill and intangible assets are significant to your balance sheet. Based on pages 4 and
20-22 you have not conducted, and do not have plans to conduct, any preclinical testing
for the products, technology, or compounds listed. You also do not appear to have
identified third parties or customers interested in purchasing, licensing or co-developing
your products. Please address the following:
•Provide us an update since your August 2, 2022 response as to why no impairment is
required to be recorded with respect to goodwill. Tell us why a quantitative analysis
is not required to be used in light of recurring operating losses and lack of
development or apparent significant agreements to develop your products. Address
the factors in ASC 350-20-35-3C in your analysis. For any agreements entered into,
please clarify the status of any development with respect to your products and the
significance of the agreement to your results of operations. For example, you state
that you entered into a license agreement with ProPhase Labs in June 2022 to
produce and distribute compound Equivir and in July 2022 you executed a license
agreement with ProPhase BioPharma, a subsidiary of ProPhase Labs, for the
Linebacker portfolio but it is unclear if any development has occurred and, if not,
why no impairment is required to be recorded.
•Please tell us the nature of and status of your developed technology disclosed in Note
8 on page F-12. Provide a detailed analysis as to why you believe an impairment is
not required to be recorded.
Note 9. Debt, page F-13
7.You state that the Revolving Promissory Note with DSS, a related party, which had a
balance of $9.5 million and $12.5 million at December 31, 2022 and 2021, respectively,

 FirstName LastNameFrank D. Heuszel
 Comapany NameImpact BioMedical Inc.
 May 25, 2023 Page 3
 FirstName LastName
Frank D. Heuszel
Impact BioMedical Inc.
May 25, 2023
Page 3
accrues interest at a rate of 4.25%. Please tell us why there is no interest expense recorded
in 2022. In this respect, we note in the last amendment you had recorded $133,000 interest
expense for the nine months ended September 30, 2022.
Exhibits
8.Please revise your opinion to opine on the updated amount of shares you are registering in
connection with the Distribution.
            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.

CORRESP
1
filename1.htm

January
31, 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. 7 to Registration Statement on Form S-1

    Filed
    January 9, 2023

    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 20, 2023, regarding the amendment to the Company’s Registration Statement on Form S-1, which was filed with the Commission
on January 9, 2023 (“Amendment No. 7”).

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. 8”). Unless otherwise indicated, defined terms used herein have the meanings
set forth in Amendment No. 7.

Amendment
No. 7 to Form S-1 filed January 9, 2023 Capitalization, page 17

    1.
    Your
    “Total capitalization” line item does not appear mathematically accurate. Please advise us or revise your filing accordingly.

    Response:
    The Company has revised the Registration Statement to clarify its total capitalization line item.

    Sincerely,

    Darrin
    M. Ocasio, Esq.

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

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
January 20, 2023
Heng Fai Ambrose Chan
Chief Executive Officer
Impact BioMedical, Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical, Inc.
Amendment No. 7 to Registration Statement on Form S-1
Filed January 9, 2023
File No. 333-253037
Dear Heng Fai Ambrose Chan:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 January 3, 2023 letter.
Amendment No. 7 to Form S-1 filed January 9, 2023
Capitalization, page 17
1.Your "Total capitalization" line item does not appear mathematically accurate.  Please
advise us or revise your filing accordingly.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 January 20, 2023 Page 2
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc.
January 20, 2023
Page 2
            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.

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

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
January 3, 2023
Heng Fai Ambrose Chan
Chief Executive Officer
Impact BioMedical, Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical, Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed December 7, 2022
File No. 333-253037
Dear Heng Fai Ambrose Chan:
            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 August 31, 2022 letter.
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.
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.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 January 3, 2023 Page 2
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc.
January 3, 2023
Page 2
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.
            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.

CORRESP
1
filename1.htm

December
7, 2022

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. 4 to Registration Statement on Form S-1

    Filed
    August 2, 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 August 31, 2022, regarding the amendment to the Company’s Registration Statement on Form S-1, which was filed with the Commission
on August 24, 2022 (“Amendment No. 5”).

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. 6”). Unless otherwise indicated, defined terms used herein have the meanings
set forth in Amendment No. 5.

Amendment
No. 5 to Form S-1 filed August 24, 2022

Summary

Business
Overview, page 2

 1. We
                                            note your revisions in response to our prior comment 3. Your summary should provide a brief
                                            and balanced discussion of the most material aspects of your company and your offering. If
                                            the products described in the last paragraph of this section are not of substantive material
                                            impact to your business, please revise to remove this information from the Summary and instead
                                            disclose it in the Business section.

Response:
The Company has revised the Registration Statement to remove the products described in the last paragraph of Amendment No. 5 from the
summary and instead disclose it in the Business section of Amendment No. 6.

 2. We
                                            have reviewed your revisions in response to our prior comment 4 and reissue. There are still
                                            statements of efficacy throughout your disclosure. We note, for example only and without
                                            limitation, several statements throughout your prospectus stating that your products have
                                            “potential effects,” including “Equivir/Nemovir . . . ha[s] potential antiviral
                                            effects” on page 4 and “Natural compounds used in the Linebacker platform may
                                            have potential in treating and preventing a range of diseases by inhibiting” on page
                                            20. Statements related to efficacy are within the sole authority of the FDA. Please revise
                                            your disclosure to remove any conclusion or suggestion that your product candidate is effective
                                            and instead refer to the relevant objective data from your clinical trials or studies that
                                            relate to your product candidate’s performance.

Response:
The Company has revised the Registration Statement to remove statements of efficacy from Amendment No. 6.

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

Fiscal
Year Ended December 31, 2021, compared to Year December 31, 2020

Income
tax benefit, page 24

 3. We
                                            note from your response to prior comment 5 that you considered the reversal of deferred tax
                                            liabilities (intangible assets) as sufficient positive evidence that a full valuation allowance
                                            is not needed. It is unclear how you concluded that the reversal of a deferred tax liability
                                            was considered sufficient positive evidence that there would be sufficient taxable income
                                            in future periods to offset net operating losses. Please provide us with your supporting
                                            deferred tax valuation analysis under ASC paragraphs 740-10-30-16 to 25.

In response to the Commission’s
prior comment 5, the Company identified that we considered the reversal of deferred tax liabilities (intangible assets) over their 15
year amortizable life and scheduled them out against the available net operating losses (deferred tax assets), which have an indefinite
life.  The future taxable income resulting from the deferred tax liability reversals was viewed as sufficient positive evidence
to absorb the net operating losses. The attached excel spread sheet titled, Annex A illustrates the reversal of deferred tax liabilities
offset by the utilization of deferred tax assets. As stated previously, the Company concluded that as of December 31, 2021 a valuation
against the deferred tax asset was not necessary. Subsequently, based on delays in generating revenue from our licensing agreements,
the Company has decided to place a valuation against the deferred tax assets as of September 30, 2022.

Business,
page 27

 4. We
                                            have reviewed your revisions in response to our prior comment 6 and reissue in part. Please
                                            provide support for the statement that “Use of Laetose in a daily diet, compared to
                                            sugar, could potentially result in less sugar consumption and lower glycemic index/load.”
                                            In this regard, disclose whether this information is based upon management´s belief,
                                            industry data, reports/articles or any other source. If the statement is based upon management´s
                                            belief, please indicate that this is the case and include an explanation for the basis of
                                            such belief. Alternatively, if the information is based upon reports or articles, please
                                            provide citation to the documents.

Response:
The Company has revised the Registration Statement to remove the statement from Amendment No. 6.

Financial
Statements, page F-1

 5. Please
                                            update your financial statements and related disclosures throughout your filing to comply
                                            with Rule 8-08 of Regulation S-X.

Response:
The Company has updated its financial statements and related disclosures throughout Amendment No. 6 to comply with Rule 8-08 of Regulation
S-X.

    Sincerely,

    Darrin
    M. Ocasio, Esq.

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

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Annex A

Impact
Biomedical

TAX
PROVISION

12/31/2021

Schedule
of temporary differences:

    NOL - gross DTA
      5,551,577

    Val Allowance - related to non-consolidated subsidiaries
      (1,977,100 )

    Future Deductibles
      3,574,477

    Future Taxables - intangible amortization book not tax
      (20,597,059 )

    Schedule of reversal

    2022
    2023
    2024
    2025
    2026
    2027
    2028
    2029
    2030
    2031
    2032
    2033
    2034
    2035
    2036
    2037
    2038
    2039
    2040
    total

    Add back:book amortization
      (20,597,059 )
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      1,112,941
      564,121
      (0 )

    NOL: limited to 80%
      3,574,477
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (13,065 )

      0

    Excess capacity use NOLs:

    Book over tax income

      (877,288 )
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (890,353 )
      (451,297 )
      (12,903,171 )

FASB
ASC 740-10-30-2(b) establishes the rule that “the measurement of deferred tax assets is reduced, if necessary, by the amount of
any tax benefits that, based on available evidence, are not expected to be realized.” Under FASB ASC 740-10-30-18, the future realization
of a carryforward “ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary
income or capital gain) within the carryback, carryforward period available under the tax law.” All available evidence, both positive
and negative, must be considered to determine whether a valuation allowance for deferred tax assets is needed. See FASB ASC
740-10-30-17. In the case of carryforwards and deductible temporary differences, four sources of taxable income may be considered when
establishing a valuation allowance: (a) future reversals of existing taxable temporary differences, (b) future taxable income
exclusive of reversing temporary differences and carryforwards, (c) taxable income in prior carryback years if carryback is permitted
under the tax law, and (d) certain tax planning strategies. See FASB ASC 740-10-30-18.

For
its Fiscal Year ended December 31, 2021, the Company recorded operating losses totalling $2.1 million. These lossses, along with other
negative evidence available on the reporting date (including losses associated with entities included in the financial statement but
not in the Company’s consolidated federal income tax return) caused the Company to conclude that, under the standard established by FASB
ASC 740-10-30-18, its only likely future source of taxable income was reversals of existing taxable temporary differences. Accordingly,
the Company increased its valuation allowance by $129k, which equaled the net amount of losses recorded for non-consolidated subsidiaries.

United States securities and exchange commission logo
August 31, 2022
Heng Fai Ambrose Chan
Chief Executive Officer
Impact BioMedical, Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed August 24, 2022
File No. 333-253037
Dear Mr. Chan:
            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 August 11, 2022 letter.
Amendment No. 5 to Form S-1 filed August 24, 2022
Summary
Business Overview, page 2
1.We note your revisions in response to our prior comment 3.  Your summary should
provide a brief and balanced discussion of the most material aspects of your company and
your offering.  If the products described in the last paragraph of this section are not of
substantive material impact to your business, please revise to remove this information
from the Summary and instead disclose it in the Business section.
2.We have reviewed your revisions in response to our prior comment 4 and reissue.  There
are still statements of efficacy throughout your disclosure.  We note, for example only and

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 August 31, 2022 Page 2
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc.
August 31, 2022
Page 2
without limitation, several statements throughout your prospectus stating that your
products have "potential effects," including "Equivir/Nemovir . . . ha[s] potential antiviral
effects" on page 4 and "Natural compounds used in the Linebacker platform may have
potential in treating and preventing a range of diseases by inhibiting" on page
20.  Statements related to efficacy are within the sole authority of the FDA.  Please revise
your disclosure to remove any conclusion or suggestion that your product candidate is
effective and instead refer to the relevant objective data from your clinical trials or studies
that relate to your product candidate's performance.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Fiscal Year Ended December 31, 2021, compared to Year December 31, 2020
Income tax benefit, page 24
3.We note from your response to prior comment 5 that you considered the reversal of
deferred tax liabilities (intangible assets) as sufficient positive evidence that a full
valuation allowance is not needed.  It is unclear how you concluded that the reversal of a
deferred tax liability was considered sufficient positive evidence that there would be
sufficient taxable income in future periods to offset net operating losses.  Please provide
us with your supporting deferred tax valuation analysis under ASC paragraphs 740-10-30-
16 to 25.
Business, page 27
4.We have reviewed your revisions in response to our prior comment 6 and reissue in part.
Please provide support for the statement that "Use of Laetose in a daily diet, compared to
sugar, could potentially result in less sugar consumption and lower glycemic index/load."
In this regard, disclose whether this information is based upon management´s belief,
industry data, reports/articles or any other source.  If the statement is based
upon management´s belief, please indicate that this is the case and include an explanation
for the basis of such belief.  Alternatively, if the information is based upon reports or
articles, please provide citation to the documents.
Financial Statements, page F-1
5.Please update your financial statements and related disclosures throughout your filing to
comply with Rule 8-08 of Regulation S-X.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 August 31, 2022 Page 3
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc.
August 31, 2022
Page 3
            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.

CORRESP
1
filename1.htm

August
24, 2022

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. 4 to Registration Statement on Form S-1

    Filed
    August 2, 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 August 11, 2022, regarding the amendment to the Company’s Registration Statement on Form S-1, which was filed with the Commission
on August 2, 2022 (“Amendment No. 4”).

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. 5”). Unless otherwise indicated, defined terms used herein have the meanings
set forth in Amendment No. 5.

Amendment
No. 4 to Form S-1 filed August 2, 2022

Summary

Business
Overview, page 2

    1.
    We
    note your response to our prior comment 1 and reissue in part. Please expand your Summary to provide examples of material risks and
    uncertainties that are specific to your business. Please include the following:

    ●
    that
    you cannot guarantee that you will find third-parties or customers that are interested in purchasing, licensing, or co-developing
    these products;

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

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

    ●
    that
    even if you are able to establish licensing arrangements, that you cannot guarantee that the licensor will be successful in their
    development efforts;

    ●
    that
    you cannot guarantee that these products will ever be approved for clinical testing or commercialization by the FDA;

    ●
    that
    you have not yet generated any revenue from your operations; and

    ●
     information
    regarding your history of net losses, negative class flows, and accumulated deficit over the last two years.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement
to include the following disclosure in Amendment No. 5:

“Our
business is subject to numerous risks described in the section entitled “Risk Factors” and elsewhere in this prospectus.
You should carefully consider these risks. Some of these risks include, but are not limited to that:

    ●
    we
    cannot guarantee that we will find third-parties or customers that are interested in purchasing, licensing, or co-developing our
    products;

    ●
    even
    if we are able to establish licensing arrangements, we cannot guarantee that licensors will be successful in their development efforts
    of products;

    ●
    we
    cannot guarantee that our products will ever be approved for clinical testing or commercialization by the FDA;

    ●
    we
    have not yet generated any revenue from our operations;

    ●
    we
    have a history of net losses, negative cash flows, and accumulated deficits over the last two years; and

    ●
    an
    occurrence of an uncontrolled event such as the Covid-19 pandemic, is likely to negatively affect our operations.”

 2. We
                                            have reviewed your revisions and response to our prior comment 2. In your response you state
                                            that DSS PureAir, Inc. is not a subsidiary of the company, but in Note 4 to your financial
                                            statements for the quarter ended March 31, 2022 you indicate that DSS PureAir, Inc. is a
                                            wholly owned subsidiary of the company. Please reconcile your response with your disclosure
                                            and revise your disclosure as appropriate, including revising your subsidiary chart. We also
                                            note your disclosure in Note 4 that subsequent to the execution of the promissory note that
                                            DSS PureAir, Inc. entered into a distribution agreement with the Borrower. Please revise
                                            your disclosure to clarify the current status and role of DSS PureAir, Inc. in your company.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that DSS PureAir, Inc. was a subsidiary of the Company
when the financial statements for the quarter ended March 31, 2022 were prepared. Subsequent to the financial statements,
DSS PureAir, Inc. was transferred from Impact Biolife Science, Inc. to DSS BioHealth Holdings, Inc., along with its assets and liabilities
on June 1, 2022. Accordingly, DSS PureAir, Inc. is no longer part of the Company’s corporate structure.

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

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

 3. We
                                            note your response to our prior comment 4 and reissue. To the extent that VanXin, Quantum,
                                            and CRST 1 are material to your business, please expand your disclosure in your Business
                                            section to provide a more fulsome discussion of these program and a description of development
                                            activities conducted. In your description of each product, please discuss the mechanism of
                                            action, the development activities you have conducted, and the remaining steps to commercialize
                                            the product. Alternatively, please remove these programs from your Summary on page 4.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement
to replace the disclosures regarding VanXin, Quantum, and CRST 1 with the following disclosure in Amendment No. 5:

“Though
not of substantive material impact to our business currently, we have three additional products; VanXin, Quantum, and CRST1, which we
believe to have high potentiality of viability and commercialization. VanXin is a natural food preservative booster made up of natural
occurring compounds that can extend the shelf life of various products. Quantum, our Patent Cliff solution, uses advanced methods to
increase effectiveness and persistence of natural compounds and existing drugs, while maintaining the safety attributes of the original
molecules. CRST 1 is our advanced adjuvant for next generation vaccine applications. We intend to commercialize these future portfolio
products through partnerships with large manufactures in the pharmaceutical, food, health and beauty, and nutraceutical industries. We
will leverage their product development, commercialization, and distribution capabilities to take products to market through a licensing
and/or private label sales model.”

 4. We
                                            note your revision in response to our prior comment 5 and reissue. There are still statements
                                            of efficacy throughout your disclosure. For example only and without limitation, we note
                                            your statement on page 4 that “The testing for CRST 1 has been completed to prove its
                                            effectiveness as a cancer inhibiting agent” and your statements on pages F-8 and F-22
                                            that “Equivir is a patented medication, that has broad antiviral efficacy against multiple
                                            types of infectious disease.” Efficacy and safety are determinations that are solely
                                            within the authority of the FDA. Please remove these and all other statements of efficacy.

Response: The Company notes the Staff’s
comment and respectfully advises the Staff that the Company has revised the Registration Statement to remove statements of
efficacy in Amendment No. 5.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Fiscal Year Ended December 31, 2021, compared to Year Ended
December 31, 2020 Income tax benefit, page 24

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

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

 5. We
                                            note from your revised disclosures in response to prior comment 11 that the increase in your
                                            income tax benefit is a direct result of the increase in loss from operations for the year.
                                            Given your disclosures on page F-15 that you believe that it is probable that the Company
                                            would not use tax assets in the near future, please explain why you have not recorded a full
                                            valuation allowance on your deferred tax assets. Please tell us how you considered the guidance
                                            of ASC paragraphs 740-10-30-21 to 23.

    Response:
                                            The Company notes the Staff’s comment and respectfully advises the Staff that the Company
                                            has significant deferred tax liabilities in excess of its deferred tax assets (net deferred
                                            tax liabilities).  We considered the reversal of these deferred tax liabilities (intangible
                                            assets) over their 15 year amortizable life and scheduled them out against the available
                                            net operating losses, which have an indefinite life.  The future taxable income resulting
                                            from the DTL reversals was viewed as sufficient positive evidence to absorb the NOLs.
                                            The increase in the VA shown for 2021 was due to losses incurred in 2021 at non-consolidated
                                            (income tax) subsidiaries that do not have this future income stream.

Business,
page 27

 6. We
                                            note your response to our prior comment 14 and reissue. Given the early stage of these products,
                                            these claims appear speculative. Please provide context and support to explain your basis
                                            for the claims that “natural compounds used in the Linebacker platform have demonstrated
                                            strong potential in treating and preventing a range of diseases . . .” and that “use
                                            of Laetose in a daily diet, compared to sugar, could result in 30% less sugar consumption
                                            and lower glycemic index/load.” Please also describe any discovery activities you have
                                            conducted for these and your other product candidates. To the extent that these claims are
                                            the opinions or belief of management, please revise your statements to clearly characterize
                                            them as such and provide appropriate support for these opinions/beliefs.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement
to include the following disclosure in Amendment No. 5:

“Natural compounds used in the Linebacker platform may have potential in
treating and preventing a range of diseases by inhibiting TNF-alpha and indication specific causes (e.g., neurology, anti-inflammatory
diseases, oncology).”

“Use of Laetose in a daily diet, compared to sugar, could potentially result
in less sugar consumption and lower glycemic index/load.”

Equivir,
page 30

 7. We
                                            note your response to our prior comment 16. Please revise your disclosure to provide the
                                            basis for your belief regarding the potential mechanism of action for Equivir.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement
to include the following disclosure in Amendment No. 5:

“Equivir
is designed to work by impeding virulence while also blocking multiple methods used by viruses to infect and replicate in host cells,
following deployment in a manner similar to a vitamin, and this intended use is subject to FDA regulation.”

GRDG
Licensing Proceeds Distribution Agreement, page 32

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

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

 8. We
                                            note your revisions in response to our prior comment 24 and reissue in part. We note that
                                            the GRDG Licensing Proceeds Distribution Agreement provides for monthly “Consulting
                                            Payments” of $43,325.68 and certain termination provisions. Please expand your description
                                            of the GRDG agreement to disclose the Consulting Payments, the aggregate amount of payments
                                            that Impact has made to date under this agreement, and the termination provisions. Please
                                            also make clear in your description of this agreement and the Global BioLife Stockholders’
                                            Agreement that the $43,000 payments to GRDG are the same, singular payment obligation.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement
to include the following disclosure in Amendment No. 5:

“GRDG
Licensing Proceeds Distribution Agreement

On
February 15, 2022, the Company entered into a Licensing Proceeds Distribution Agreement (the “Licensing Agreement”) with
GRDG Sciences, LLC (“GRDG”), Global BioLife, Inc., and Impact BioLife Sciences, Inc., pursuant to which GRDG will receive
20% of the gross licensing or sale proceeds received by the Company from the licensing of improvements with patent and patent applications
(the “Improvements”), and all research and technology, developed, made, owned, conceived, by GRDG in exchange for funding
from the Company for research and technology development activities. Pursuant to the Licensing Agreement, Impact continues to receive
consulting payments (the “Consulting Payments”) in the amount of $43,324.68 per month for the purpose of paying or reimbursing
certain salaries, overhead, office rent reimbursement, and other operating costs. As of August 2022, the Company not made any payments
under the Licensing Agreement.

The
term of the Licensing Agreement is from February 15, 2022, through the later of (1) the date of the last to expire of a valid patent
of intellectual property, or (2) the date of the last license or fee income generated from the Improvements. The Licensing Agreement
provides for termination for cause, which includes failure to make payment when due, unauthorized disclosure of confidential information,
and unauthorized assignment of the agreement. T

United States securities and exchange commission logo
August 11, 2022
Heng Fai Ambrose Chan
Chief Executive Officer
Impact BioMedical, Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed August 2, 2022
File No. 333-253037
Dear Mr. Chan:
            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 July 21, 2022 letter.
Amendment No. 4 to Form S-1 filed August 2, 2022
Summary
Business Overview, page 2
1.We note your response to our prior comment 1 and reissue in part.  Please expand your
Summary to provide examples of material risks and uncertainties that are specific to your
business.  Please include the following:
•that you cannot guarantee that you will find third-parties or customers that are
interested in purchasing, licensing, or co-developing these products;
•that even if you are able to establish licensing arrangements, that you cannot
guarantee that the licensor will be successful in their development efforts;

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 August 11, 2022 Page 2
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc.
August 11, 2022
Page 2
•that you cannot guarantee that these products will ever be approved for clinical
testing or commercialization by the FDA;
•that you have not yet generated any revenue from your operations; and
•information regarding your history of net losses, negative class flows, and
accumulated deficit over the last two years.
2.We have reviewed your revisions and response to our prior comment 2.  In your response
you state that DSS PureAir, Inc. is not a subsidiary of the company, but in Note 4 to your
financial statements for the quarter ended March 31, 2022 you indicate that DSS PureAir,
Inc. is a wholly owned subsidiary of the company.  Please reconcile your response with
your disclosure and revise your disclosure as appropriate, including revising your
subsidiary chart.  We also note your disclosure in Note 4 that subsequent to the execution
of the promissory note that DSS PureAir, Inc. entered into a distribution agreement with
the Borrower.  Please revise your disclosure to clarify the current status and role of DSS
PureAir, Inc. in your company.
3.We note your response to our prior comment 4 and reissue.  To the extent that VanXin,
Quantum, and CRST 1 are material to your business, please expand your disclosure in
your Business section to provide a more fulsome discussion of these program and a
description of development activities conducted. In your description of each product,
please discuss the mechanism of action, the development activities you have conducted,
and the remaining steps to commercialize the product.  Alternatively, please remove these
programs from your Summary on page 4.
4.We note your revision in response to our prior comment 5 and reissue.  There are still
statements of efficacy throughout your disclosure.  For example only and without
limitation, we note your statement on page 4 that "The testing for CRST 1 has been
completed to prove its effectiveness as a cancer inhibiting agent" and your statements on
pages F-8 and F-22 that "Equivir is a patented medication, that has broad antiviral efficacy
against multiple types of infectious disease."  Efficacy and safety are determinations that
are solely within the authority of the FDA.  Please remove these and all other statements
of efficacy.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Fiscal Year Ended December 31, 2021, compared to Year Ended December 31, 2020
Income tax benefit, page 24
5.We note from your revised disclosures in response to prior comment 11 that the increase
in your income tax benefit is a direct result of the increase in loss from operations for the
year.  Given your disclosures on page F-15 that you believe that it is probable that the
Company would not use tax assets in the near future, please explain why you have not
recorded a full valuation allowance on your deferred tax assets.  Please tell us how you
considered the guidance of ASC paragraphs 740-10-30-21 to 23.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 August 11, 2022 Page 3
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc.
August 11, 2022
Page 3
Business, page 27
6.We note your response to our prior comment 14 and reissue.  Given the early stage of
these products, these claims appear speculative.  Please provide context and support to
explain your basis for the claims that "natural compounds used in the Linebacker platform
have demonstrated strong potential in treating and preventing a range of diseases . . ." and
that "use of Laetose in a daily diet, compared to sugar, could result in 30% less sugar
consumption and lower glycemic index/load."  Please also describe any discovery
activities you have conducted for these and your other product candidates.  To the extent
that these claims are the opinions or belief of management, please revise your statements
to clearly characterize them as such and provide appropriate support for these
opinions/beliefs.
Equivir, page 30
7.We note your response to our prior comment 16.  Please revise your disclosure to provide
the basis for your belief regarding the potential mechanism of action for Equivir.
GRDG Licensing Proceeds Distribution Agreement, page 32
8.We note your revisions in response to our prior comment 24 and reissue in part.  We note
that the GRDG Licensing Proceeds Distribution Agreement provides for monthly
"Consulting Payments" of $43,325.68 and certain termination provisions.  Please expand
your description of the GRDG agreement to disclose the Consulting Payments, the
aggregate amount of payments that Impact has made to date under this agreement, and the
termination provisions.  Please also make clear in your description of this agreement and
the Global BioLife Stockholders' Agreement that the $43,000 payments to GRDG are the
same, singular payment obligation.
Intellectual Property, page 35
9.We note your revisions in response to our prior comment 18, including your statement that
the expiration date of pending patents typically approximate 20 years from filing.  For
each of your pending patents, please disclose the date that you filed your patent
application for each jurisdiction in which you filed.  The timeframe in which your
intellectual property protections, granted and pending, expire is material to investors.
Item 11 - Change in Auditors, page 48
10.We note your revisions in response to our prior comment 21.  Please file a letter from your
former accountant stating whether it agrees with the statements you made in response to
this Item.  Refer to Item 304(a)(3) and Item 601(b)(16) of Regulation S-K.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 August 11, 2022 Page 4
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc.
August 11, 2022
Page 4
            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.

CORRESP
1
filename1.htm

 August
2,  2022

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. 3 to Registration Statement on Form S-1

  Filed
  July 11, 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 July 21, 2022, regarding the amendment to the Company’s Registration Statement on Form S-1, which was filed with the Commission
on July 11, 2022 (“Amendment No. 3”).

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. 4”). Unless otherwise indicated, defined terms used herein have the meanings
set forth in Amendment No. 4.

Division
of Corporation Finance

Impact
BioMedical, Inc.

 August
2,  2022

Page
2

Amendment
No. 3 to Form S-1 filed July 11, 2022

Summary

Business
Overview, page 2

1. Please
                                            revise your summary to present a balanced view of your company and its current stage of development
                                            by focusing on the most material aspects of your company. As currently written, your summary
                                            focuses on the positive aspects of your business and includes a lengthy recitation of disclosures
                                            appearing in the Management’s Discussion and Analysis and Business sections. Please
                                            balance the description of your strengths with equally prominent disclosure of the challenges
                                            you face and the risks and limitations that could harm your business or inhibit your strategic
                                            plans. Ensure that you discuss the risks and obstacles you face in developing your product
                                            candidates with the same level of detail as you use to discuss the positive aspects of your
                                            operations. For example, but without limitation, balance your discussion to disclose the
                                            following: that you have not conducted and do not have any current plans to conduct any pre-clinical
                                            testing for any of your product candidates;

 ● that
                                            you have no FDA approved products;

 ● that
                                            it may be several years before you seek FDA approval for any of your products;

 ● that
                                            you have not yet found any third-parties or customers that are interested in purchasing,
                                            licensing, or co-developing products that leverage any of your products;

 ● that
                                            you cannot guarantee that you will be able to find such third-parties or enter into such
                                            agreements;

 ● that
                                            you have not yet generated any revenue from your operations; and

 ● information
                                            regarding your history of net losses, negative class flows, and accumulated deficit over
                                            the last two years.

Response:
We note the Staff’s comment and respectfully advise the Staff that the Company’s primary business model is to perform analytical
research combined with bench studies phase 1 testing. The Company utilizes state of the art science, research labs and global intellectual
assets to quickly qualify, quantify, procure and test both applicable and accurate paradigms. Upon successful bench studies, lab testing
and computer modeling demonstrating promising treatments by the compound, molecule, or process, the Company seeks a patent on the developed
technology.

Thereafter,
the Company seeks out a business partner that will license the technology and make the financial commitment to obtain the necessary FDA
approval, including, if necessary, FDA review, for Phase I/II clinical trials, Phase II, and to commercialization.

Over
the past 5 months, the Company has demonstrated this business model with the licensing of Equivir A and Equivir Y to ProPhase Labs. In
addition, the Company also recently licensed Linebacker I and Linebacker II to ProPhase BioPharma, Inc. on July 18, 2022.

2. We
                                            note your revisions in response to our prior comment 2. We also note that your wholly-owned
                                            subsidiary, DSS PureAir, Inc., was not included in the subsidiary chart. Please revise your
                                            chart to include all subsidiaries of Impact BioMedical, Inc.

Response:
We note the Staff’s comment and respectfully advise the Staff that DSS PureAir, Inc. is not a subsidiary of the Company. Accordingly,
the Company has revised Amendment No. 4 throughout to remove references to DSS PureAir, Inc.

Division
                                            of Corporation Finance

Impact
BioMedical, Inc.

 August
2,  2022

Page
3

3. We
                                            note what appear to be several apparent discrepancies in the beneficial ownership disclosures
                                            of your subsidiaries. For example, we note the following statements:

 ● On
                                            page 2, 18 and 27, you state that Impact Biomedical is the sole owner of Global Biomedical,
                                            Inc. and Impact Biolife Science, Inc. However, your subsidiary chart appears to indicate
                                            that Peggy Tang owns 9.09% of Global Biomedical, Inc., and on page 34, you state that GRDG
                                            is a stockholder of Impact BioLife.

 ● On
                                            pages 2, 18 and 27, you state that Impact Biomedical owns 90% of Global BioLife Inc.’s
                                            outstanding equity through Global Biomedical, Inc. However, you state on page 5 that you
                                            own 80% of Global BioLife through Global Biomedical and on page F-24 you state that the attributable
                                            interest as of March 31, 2022 in Global BioLife, Inc. was 81.8%.

 ● The
                                            subsidiary chart does not convey Impact’s 90% equity ownership and Holista’s
                                            10% equity ownership of Biolife Sugar, Inc.

 ● You
                                            disclose that you are the owner of 50% of the outstanding equity of Sweet Sense, that the
                                            other equity owner is BioLife Sugar, Inc., and that you own 90% of Biolife Sugar, Inc. and
                                            the other equity owner is Holista CollTech Limited (10%). Please reconcile this disclosure
                                            to the information on page F-24 that the attributable interest as of March 31, 2022 in Sweet
                                            Sense, Inc. was 95.5%.

Please
revise your subsidiary chart and your disclosure throughout to address these apparent discrepancies in the equity interests of your subsidiaries.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement
to include a revised subsidiary chart and revised the Registration Statement to include the following disclosure in Amendment No.
4:

 “Below
is a list of our principal subsidiaries:

     ●
     Impact
    Biolife Science, Inc.;

     ●
     Global
    BioMedical, Inc.;

     ●
     Global
    BioLife, Inc.;

     ●
     Sweet
    Sense, Inc.

 Impact
Biolife Science, Inc. We are the sole owner of the outstanding equity of Impact Biolife Science, Inc.

 Global
Biomedical, Inc. We own 90.91% of Global Biomedical, Inc. outstanding equity, and the balance minority equity owner is Peggy Tang.

 Global
BioLife, Inc. Through our majority ownded subsidiary Global Biomedical, Inc., we own 90% of the outstanding equity of Global BioLife,
Inc. The other equity owner is Holista CollTech Limited (“Holista”) (10%).

 Sweet
Sense, Inc. We are the owner of 50% of the outstanding equity of Sweet Sense. The other equity owner is BioLife Sugar, Inc. (“BioLife
Sugar”).”

4. We
                                            note the inclusion of several products in your Summary that are not discussed in your Business
                                            Section (i.e. Procombin, VanXin, Quantum, CRST 1, Keto Sweet, Solarin, and Bio Med). Given
                                            the limited amount of disclosure related to these programs, please explain why these programs
                                            are sufficiently material to your business to warrant inclusion in your Summary. If they
                                            are material, please expand your disclosure in your Business section to provide a more fulsome
                                            discussion of these programs, including a description of development activities conducted.
                                            Alternatively, remove any programs that are not currently material from your Summary on page
                                            4.

Response:  The
Company notes the Staff’s comment and respectfully advises the Staff that the Company believes the programs are sufficiently
material to its business to warrant inclusion in its summary except for Procombin, Solarin, Bio Med, and Keto Sweet and has revised
the Registration Statement throughout to expand its disclosure in the business section to provide a more fulsome discussion of these
programs in Amendment No. 4.

5. We
                                            note your revision in response to our prior comment 12 and reissue. We note your statement
                                            that Equivir is a compound that is “believed to be successful in antiviral infection
                                            treatments” and your description of Equivir as “viral-fighting.” Efficacy
                                            and safety are determinations that are solely within the authority of the FDA. Please remove
                                            these and all other statements of efficacy.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement
throughout to remove these and all other statements of efficacy in Amendment No. 4.

Division
                                            of Corporation Finance

Impact
BioMedical, Inc.

 August
2,  2022

Page
4

6. We
                                            also note your statement on page 4 that Equivir is “a novel blend of FDA Generally
                                            Recognized as Safe (“GRAS”) eligible natural compounds which have demonstrated
                                            anti viral effects.” Please balance your disclosure here by stating that the FDA has
                                            not approved this product, that GRAS designation means that the FDA does not question the
                                            basis for a notifier’s GRAS determination, and that GRAS determination does not increase
                                            the likelihood that your product candidate will receive marketing approval.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement
to include the following disclosure in Amendment No. 4:

“Equivir:
A compound that is believed to be successful in antiviral infection treatments. Equivir/Nemovir technology is a novel blend of FDA Generally
Recognized as Safe (“GRAS”) eligible natural componds which have demonstrated antiviral effects with additional potential
application as health supplements or medication. These compounds are generally sourced from fruits, vegetables, and other natural substances.
Please note, the FDA has not approved this product, GRAS designation means that the FDA does not question the basis for a notifier’s
GRAS determination, and GRAS determination does not increase the likelihood that product candidates will receive marketing approval.”

7. We
                                            note your disclosure on pages 20 and 21 that you have not conducted preclinical testing and
                                            have no plans to conduct any scientific testing relating to Linebacker, Laetose, or Equivir.
                                            Given the early stage of development of these programs, please explain why each program is
                                            sufficiently material to your business to warrant discussion in this prospectus. To the extent
                                            that these product candidates are material, please clearly state for each product candidate
                                            on page 4 that you have not conducted and have no current plans to conduct any preclinical
                                            testing for that product.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that each program is sufficiently material to the Company’s
business to warrant discussion in the Registration Statement because the Company licenses and/or intends to these programs.

The
Company has revised the Registration Statement to include the following disclosure in Amendment No. 4:

“Impact
BioMedical has had several important and valuable products, technology, or compounds that are in continuing development and/or licensing
stages. The Company has not conducted and has no current plans to conduct any preclinical testing for these products, technology, or
compounds:”

Stockholders
Agreement between Impact BioLife and the Impact BioLife Stockholders, page 6

Division
                                            of Corporation Finance

Impact
BioMedical, Inc.

 August 2,
 2022

Page
5

8. We
                                            note that the Company contracted for the same consideration and incurred the exact same expenses
                                            for 2020 and 2021 under the Stockholders Agreement between Global BioLife and the Global
                                            BioLife Stockholders as it did under the December 2020 Stockholders Agreement between Impact
                                            BioLife and the Impact BioLife Shareholders. Please clarify whether these terms are two separate
                                            payment obligations to GRDG, such that Impact BioMedical pays a total of $86,000 per month
                                            to GRDG, or whether they are one payment obligation, such that Impact BioMedical pays $43,000
                                            per month.

Response:
We note the Staff’s comment and respectfully advise the Staff that they are one payment o

United States securities and exchange commission logo
July 21, 2022
Heng Fai Ambrose Chan
Chief Executive Officer
Impact BioMedical, Inc.
275 Wiregrass Pkwy
West Henrietta, NY 14586
Re:Impact BioMedical, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed July 11, 2022
File No. 333-253037
Dear Mr. Chan:
            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 October 26, 2021 letter.
Amendment No. 3 to Form S-1 filed July 11, 2022
Summary
Business Overview, page 2
1.Please revise your summary to present a balanced view of your company and its current
stage of development by focusing on the most material aspects of your company.  As
currently written, your summary focuses on the positive aspects of your business and
includes a lengthy recitation of disclosures appearing in the Management's Discussion and
Analysis and Business sections.  Please balance the description of your strengths with
equally prominent disclosure of the challenges you face and the risks and limitations that
could harm your business or inhibit your strategic plans.  Ensure that you discuss the risks
and obstacles you face in developing your product candidates with the same level of detail

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 July 21, 2022 Page 2
 FirstName LastNameHeng Fai Ambrose Chan
Impact BioMedical, Inc.
July 21, 2022
Page 2
as you use to discuss the positive aspects of your operations.  For example, but without
limitation, balance your discussion to disclose the following:
•that you have not conducted and do not have any current plans to conduct any pre-
clinical testing for any of your product candidates;
•that you have no FDA approved products;
•that it may be several years before you seek FDA approval for any of your products;
•that you have not yet found any third-parties or customers that are interested
in purchasing, licensing, or co-developing products that leverage any of your
products;
•that you cannot guarantee that you will be able to find such third-parties or enter into
such agreements;
•that you have not yet generated any revenue from your operations; and
•information regarding your history of net losses, negative class flows, and
accumulated deficit over the last two years.
2.We note your revisions in response to our prior comment 2.  We also note that your
wholly-owned subsidiary, DSS PureAir, Inc., was not included in the subsidiary chart.
Please revise your chart to include all subsidiaries of Impact BioMedical, Inc.
3.We note what appear to be several apparent discrepancies in the beneficial ownership
disclosures of your subsidiaries.  For example, we note the following statements:
•On page 2, 18 and 27, you state that Impact Biomedical is the sole owner of Global
Biomedical, Inc. and Impact Biolife Science, Inc.  However, your subsidiary chart
appears to indicate that Peggy Tang owns 9.09% of Global Biomedical, Inc., and on
page 34, you state that GRDG is a stockholder of Impact BioLife.
•On pages 2, 18 and 27, you state that Impact Biomedical owns 90% of Global
BioLife Inc.'s outstanding equity through Global Biomedical, Inc.  However, you
state on page 5 that you own 80% of Global BioLife through Global Biomedical and
on page F-24 you state that the attributable interest as of March 31, 2022 in Global
BioLife, Inc. was 81.8%.
•The subsidiary chart does not convey Impact's 90% equity ownership and Holista's
10% equity ownership of Biolife Sugar, Inc.
•You disclose that you are the owner of 50% of the outstanding equity of Sweet Sense,
that the other equity owner is BioLife Sugar, Inc., and that you own 90% of Biolife
Sugar, Inc. and the other equity owner is Holista CollTech Limited (10%).  Please
reconcile this disclosure to the information on page F-24 that the attributable interest
as of March 31, 2022 in Sweet Sense, Inc. was 95.5%.

Please revise your subsidiary chart and your disclosure throughout to address these
apparent discrepancies in the equity interests of your subsidiaries.
4.We note the inclusion of several products in your Summary that are not discussed in your
Business Section (i.e. Procombin, VanXin, Quantum, CRST 1, Keto Sweet, Solarin, and
Bio Med).  Given the limited amount of disclosure related to these programs, please
explain why these programs are sufficiently material to your business to warrant inclusion

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 July 21, 2022 Page 3
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc.
July 21, 2022
Page 3
in your Summary.  If they are material, please expand your disclosure in your Business
section to provide a more fulsome discussion of these programs, including a description of
development activities conducted.  Alternatively, remove any programs that are not
currently material from your Summary on page 4.
5.We note your revision in response to our prior comment 12 and reissue.  We note your
statement that Equivir is a compound that is "believed to be successful in antiviral
infection treatments" and your description of Equivir as "viral-fighting."  Efficacy and
safety are determinations that are solely within the authority of the FDA.  Please remove
these and all other statements of efficacy.
6.We also note your statement on page 4 that Equivir is "a novel blend of FDA Generally
Recognized as Safe ("GRAS") eligible natural compounds which have demonstrated anti
viral effects."  Please balance your disclosure here by stating that the FDA has not
approved this product, that GRAS designation means that the FDA does not question the
basis for a notifier's GRAS determination, and that GRAS determination does not increase
the likelihood that your product candidate will receive marketing approval.
7.We note your disclosure on pages 20 and 21 that you have not conducted preclinical
testing and have no plans to conduct any scientific testing relating to Linebacker, Laetose,
or Equivir.  Given the early stage of development of these programs, please explain why
each program is sufficiently material to your business to warrant discussion in this
prospectus.  To the extent that these product candidates are material, please clearly state
for each product candidate on page 4 that you have not conducted and have no current
plans to conduct any preclinical testing for that product.
Stockholders Agreement between Impact BioLife and the Impact BioLife Stockholders, page 6
8.We note that the Company contracted for the same consideration and incurred the exact
same expenses for 2020 and 2021 under the Stockholders Agreement between Global
BioLife and the Global BioLife Stockholders as it did under the December
2020 Stockholders Agreement between Impact BioLife and the Impact BioLife
Shareholders.  Please clarify whether these terms are two separate payment obligations to
GRDG, such that Impact BioMedical pays a total of $86,000 per month to GRDG, or
whether they are one payment obligation, such that Impact BioMedical pays $43,000 per
month.
Summary of the Distribution
Tax Consequences to DS Stockholders, page 10
9.We have reviewed your revisions in response to our prior comment 1.  We note your
statement on page 10 that DSS shareholders "will potentially" be subject to a taxable
event on the distribution of the Impact Shares.  Please revise to clarify that DSS expects
the DSS shareholders to be subject to a taxable event on the distribution.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 July 21, 2022 Page 4
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc.
July 21, 2022
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations
Fiscal Year Ended December 31, 2021 compared to Year Ended December 31, 2020, page 23
10.We note your disclosure that your results of operations for the year ended December 31,
2020 have been prepared on a combined proforma basis.  However, it does not appear as
though you have presented combined proforma information for the year ended December
31, 2020.  Please revise the filing to delete reference to the combined pro forma basis or
advise us accordingly.
11.We note the significant increase in your income tax benefit.  Please revise your results of
operations discussion to include analysis of your income tax benefit.
Other Expense, page 24
12.We note that through your distribution agreement with BioMed Technologies Asia Pacific
Holdings Limited, you sold $82,664 of product during the year ended December 31, 2021,
which was offset by costs of approximately $78,000.  Please explain to us how you are
accounting for this agreement under ASC 606, including your analysis of whether you are
a principal or an agent in these transactions.
Critical Accounting Policies
Goodwill, page 25
13.We note your added disclosure in response to prior comment 11.  Please revise your
disclosure to provide more specific detail regarding your goodwill impairment testing.  As
you appear to only have done a qualitative analysis based on your disclosure in Note 6.
Goodwill on page F-13, please address why no quantitative analysis was necessary in light
of recurring operating losses, negative working capital and negative operating cash flows.
In addition, as your business model appears to be to license, sell, or co-develop your
technologies and your only significant agreement is with GRDG, which appears to be a
related party, please tell us your consideration of how these factors were considered in
determining your goodwill impairment analysis.  If you performed a quantitative analysis,
please address our prior comment 11, including the percentage by which the fair value of
your reporting unit exceeded its carrying value at the date of the most recent test.
Business, page 27
14.We note your response to our prior comment 13 and reissue in part.  We note your
statements that "natural compounds used in the Linebacker platform have demonstrated
strong potential in treating and preventing a range of diseases . . ." and that "use of
Laetose in a daily diet, compared to sugar, could result in 30% less sugar consumption and
lower glycenmic index/load."  Given the early stage of these products, please explain your
basis for these claims.  Please also describe any discovery activities you have conducted
for these and your other product candidates.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 July 21, 2022 Page 5
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc.
July 21, 2022
Page 5
15.We note your revisions in response to our prior comment 14 and reissue in part.  Please
describe the material terms of your joint venture with Quality Ingredients, LLC and please
file the Exclusive Distribution Agreement with BioMed as an exhibit.
Equivir, page 30
16.If known, please describe the potential mechanism of action for Equivir.  If not known or
understood, please make that clear.
DSS Note, page 32
17.We note your revisions in response to our prior comment 18.  We also note that while
your disclosure states that the Revolving Promissory Note was amended on December 31,
2021, the Revolving Promissory Note you filed as Exhibit 10.6 appears to be dated June
30, 2021.  Please revise to clarify whether this is the same promissory note and file the
amended December 31, 2021 Revolving Promissory Note as an exhibit.  Additionally,
please provide a definition for the "Maximum Lawful Rate."
Intellectual Property, page 35
18.We note your revisions in response to our prior comment 15.  Please provide the expected
expiration dates of your pending patent applications.  Please also remove your
expired Patent No. 63,027,775 from your chart.
Management, page 38
19.We reissue our prior comment 19.  Please revise your management section to identify and
disclose Mr. Daryl Thompson's background to the same extent as your executive officers,
as required by Item 401(c) of Regulation S-K.  Please also clarify the role of Dr. Rajen M.
Dato and to the extent that he is expected to make significant contributions to your
business, please similarly identify and disclose his background to the same extent as your
executive officers.
Certain Relationships and Related Party Transactions, page 43
20.We note your revisions in response to prior comment 20 and note that you continue to
attribute the value of the acquired suite of technologies to an independent valuation
expert.  While management may elect to take full responsibility for valuation used, if you
elect to refer to an expert, you may need to include their consent as an exhibit to
registration statement.  Please refer to Question 141.02 of the Compliance and Disclosure
Interpretations on Securities Act Sections and file the consent of Destum Partners if
required.
Report of Independent Registered Public Accounting Firm, page F-2
21.We note that Freed Maxick CPAs, P.C. audited your December 31, 2020 financial
statements and Turner, Stone & Company, LLP audited your December 31, 2021 financial

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc.
 July 21, 2022 Page 6
 FirstName LastNameHeng Fai Ambrose Chan
Impact BioMedical, Inc.
July 21, 2022
Page 6
statements.  Please revise your filing to provide the information required by Item 304 of
Regulation S-K .  Refer to Item 11(i) of Form S-1.
Financial Statements for the years ended December 31, 2021
2. Summary of Significant Accounting and Reporting Policies
Intangible Assets, page F-11
22.Refer to prior comment number 24 and address the following.
•Please tell us supplementally how you addressed Staff Accounting Bulletin (SAB)
Topic 5:G when determining how to record the developed technology and pending
patents.  In this regard, tell us your consideration of whether or not the parties
involved in the transfer of the company, including Alset, are considered promoters of
the offering and or a shareholders.  We note that Mr. Chan is the Chairman of the
Board and largest shareholder of DSS and is the Chief Executive Officer and largest
shareholder of Alset International Ltd.  If you do not believe SAB Topic 5G applies,
please tell us why.
•You state beginning on page 28 that you do not plan to conduct preclinical testing or
clinical trials or other testing of your platforms/technology and you intend to identify
third parties or customers that are interested in purchasing, licensing or co-developing
products for your product candidates.  Please provide us an analysis as to why you
believe the intangible assets were not impaired at each balance sheet date.
•If you continue to believe the intangible assets are not impaired at the balance sheet
date, please provide the disclosures required by ASC 350-30-50 in your interim and
annual financial statements.
Note 5. Investments, page F-12
23.Refer to your response to prior comment number 22.  You state on page F-13 that you
entered an agreement to purchase 500,000 shares of Vivacitas common stock with an
option to purchase 1,500,000 additional shares (Vivacitas Agreement #1).  On March 18,
2021 you acquired Impact Oncology PTE Ltd., which owned 2,480,000 shares of common
stock of Vivacitas along with the option to purchase an additional 250,000 shares of
common stock.  It appears you also acquired additional shares of Viva

CORRESP
1
filename1.htm

June
24, 2022

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. 1 to Registration Statement on Form S-1

    Filed
    September 29, 2021

    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 October 26, 2021 regarding the amendment to the Company’s Registration Statement on Form S-1, which was filed with the Commission
on September 29, 2021 (“Amendment No. 1”).

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 (“Amendment No. 2”)
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. 2”). Unless otherwise indicated, defined terms
used herein have the meanings set forth in Amendment No. 2.

Amendment
No. 1 to Form S-1 filed September 29, 2021

What
are the U.S. federal income tax consequences to me of the Distribution?, page iv

    1.
    We
    note your disclosure that the U.S. federal income tax treatment of the issuance of the Impact Shares to DSS shareholder is unclear
    at this stage. Please clarify, if true, that DSS expects the Distribution to be treated as a taxable non-liquidating distribution
    to its stockholders as indicated on page 16. Please expand your disclosure on page 16 to indicate the basis for the uncertainty.

Response:
We note the Staff’s comment and respectfully advise the Staff that the Company has revised the Amendment No. 2 throughout to indicate
that the Distribution will be treated as a taxable non-liquidating distribution to the DSS stockholders.

Division
of Corporation Finance

Impact
BioMedical, Inc.

June
24, 2022

Page
2

Business
Overview, page 1

    2.
    We
    note your disclosure that you have five wholly owned subsidiaries and six partially owned subsidiaries. Please provide an organizational
    chart showing this ownership structure and indicate the minority interests held by any related party in your partially owned subsidiaries.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that Amendment No. 2 to the Registration Statement has
been revised to include the following disclosure regarding the Company’s organization structure with the accompanying organizational
chart

Below
is a list of our principal subsidiaries:

    ●
    Impact
    Biolife Science, Inc.;

    ●
    Global
    BioMedical, Inc.;

    ●
    Global
    BioLife, Inc.;

    ●
    Sweet
    Sense, Inc.

Impact
Biolife Science, Inc. We are the sole owner of the outstanding equity of Impact Biolife Science, Inc.

Global
Biomedical, Inc. We are the sole owner of the outstanding equity of Global Biomedical, Inc.

Global
BioLife, Inc. Through our wholly-owned subsidiary Global Biomedical, we own 90% of the outstanding equity of Global BioLife,
Inc. The other equity owner is Holista CollTech Limited (“Holista”) (10%).

Sweet
Sense, Inc. We are the owner of 50% of the outstanding equity of Sweet Sense. The other equity owner is BioLife Sugar,
Inc. (“BioLife Sugar”). We own 90% of Biolife Sugar, Inc. and the other equity owner is Holista CollTech Limited (“Holista”)
(10%).

Division
of Corporation Finance

Impact
BioMedical, Inc.

June
24, 2022

Page
3

Below
is an organization chart showing our ownership structure and ownership interests.

Equivir,
page 2

    3.
    Please
    disclose the regulatory status of Equivir in the United States or other appropriate jurisdictions. If this product candidate has
    not received Pre-Investigational New Drug Application by the FDA, please make that clear.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement
throughout to include the following disclosure regarding Equivir’s regulatory status in Amendment No. 2:

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement
throughout to include the following disclosure regarding Equivir’s regulatory status in Amendment No. 2:

“Equivir/Nemovir
technology is a novel blend of eligible polyphenols (e.g. Myricetin, Hesperetin, Piperine). Myricetin is a member of the flavonoid class
of polyphenolic compounds, with antioxidant properties. Hesperitin is a flavanone, and Piperine is an alkaloid, commonly found in black
pepper. Polyphenols are sourced from fruits, vegetables, and other natural substances. Equivir was designed to be used as a health supplement
and/or medication for human beings, and this intended use is subject to FDA regulation. The FDA must approve any drug or biologic product
before it can be marketed in the United States. In addition, prior to being sold outside the United States, our Equivir technology must
be approved by the regulatory agencies of foreign governments. Prior to filing a new drug application or biologics license application
with the FDA, we would have to perform extensive clinical trials, and prior to beginning any clinical trial, we would need to perform
extensive preclinical testing which could take several years and may require substantial expenditures. To date, we have conducted no
preclinical testing or clinical trials (human or otherwise) on Equivir. Further, because we have not conducted any testing or studies
on Equivir, we are not able to substantiate or demonstrate its benefits as a health supplement or seek FDA approval at this time. Currently,
we have no plans to conduct any preclinical testing or clinical trials (human or otherwise) involving Equivir.

We
intend to identify third parties or customers that are interested in purchasing, licensing or co-developing products that leverage Equivir.
We have not entered into any such agreements to date, and there can be no guarantee that we will enter into any such agreements or that
such agreements will be on terms that are favorable to the Company.

In
addition, other Equivir analogues are under development and provisional patents have been filed”

Division
                                            of Corporation Finance

Impact
BioMedical, Inc.

June
24, 2022

Page
4

    4.
    We
    note your disclosure that Global BioLife and Sweet Sense have engaged a consulting firm in the biopharmaceutical and life sciences
    industry to assist in your goal of licensing each of Linebacker and Equivir/Nemovir. Please identify the consulting firm and clarify
    whether your activities will be limited to licensing arrangements or whether you intend to conduct any pre-clinical or clinical studies
    on these candidates. Please also provide the disclosure required by Regulation S-K Item 101(h)(4)(viii) and (ix) in an appropriate
    location in your prospectus.

Response:
We note the Staff’s comment and respectfully advise the Staff that on July 17, 2019, Global BioLife entered into two “New
Business Development Agreements” with BFS Innovations, Inc. (“BFS”), an independent, third-party Ohio corporation that
specializes in new product development. The purpose of each of the New Business Development Agreements was for BFS to identify companies
interested in purchasing, licensing or co-developing products leveraging the Company’s Linebacker and Equivir/Nemovir technologies,
respectively. The agreements did not provide for or involve conducting pre-clinical or clinical studies. The term of each of the New
Business Development Agreement’s was two years, and as such, both New Development Agreements expired on July 17, 2021. Neither
agreement was renewed and have since expired. We have removed disclosure relating to the New Business Development Agreements from Amendment
No. 2 to the Registration Statement.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Results of operations for the year ended December 31, 2020 as
compared to the year ended December 31, 2019, page 19

    5.
    We
    note your results of operations discussion for the year ended December 31, 2020 combines the results of the predecessor and successor
    companies. Please revise your MD&A to provide a separate discussion of the historical results of the predecessor and the successor
    periods for 2020.

Response:
We note the Staff’s comment and respectfully advise the Staff that we have revised the Management’s Discussion and Analysis
of Financial Condition and Results of Operations in Amendment No. 2 to the Registration Statement.

Division
of Corporation Finance

Impact
BioMedical, Inc.

June
24, 2022

Page
5

    6.
    Additionally
    please revise your presentation to ensure that your combined results are prepared on a pro forma basis in accordance with Article
    11 of Regulation S-X. You should clearly identify this information as being presented on a pro forma basis, explain to your readers
    how the pro forma presentation was derived, why you believe this presentation to be useful, and any potential risks associated with
    using such a presentation.

Response:
We note the Staff’s comment and respectfully advise the Staff that we have revised the Management’s Discussion and Analysis
of Financial Condition and Results of Operations in Amendment No. 2 to the Registration Statement.

    7.
    We
    note your reference to allocation of costs from DSS shared resources. Please revise your disclosure to explain how these costs impacted
    your selling, general and administrative costs. Also tell us how these costs are allocated and why you are not required to disclose
    this agreement in your related party footnote. Refer to ASC 850-10-50. Please tell us your consideration of the guidance in Staff
    Accounting Bulletin Topic 1:B.

Response:
We note the Staff’s comment and respectfully advise the Staff that we have revised the Management’s Discussion and Analysis
of Financial Condition and Results of Operations in Amendment No. 2 to the Registration Statement.

    8.
    We
    note that your research and development costs increased due to continued research and development of acquired product formulations.
    Please disclose the costs incurred during each period presented for each of your key research and development products/projects.
    If you do not track your research and development costs by project, please disclose that fact and explain why you do not maintain
    and evaluate research and development costs by project. Provide other quantitative or qualitative disclosure that provides more transparency
    as to the type of research and development expenses incurred (i.e., by nature or type of expense) which should reconcile to total
    research and development expense on the Consolidated Statements of Operations.

Response:
We note the Staff’s comment and respectfully advise the Staff that we have revised the Management’s Discussion and Analysis
of Financial Condition and Results of Operations in Amendment No. 2 to the Registration Statement.

Division
of Corporation Finance

Impact
BioMedical, Inc.

June
24, 2022

Page
6

Liquidity
and Capital Resources, page 19

    9.
    Please
    revise your discussion of future liquidity and capital resource requirements to analyze material cash requirements from known contractual
    and other obligations. Specify the type of obligation and the relevant period for the related cash requirements and discuss the anticipated
    source of funds needed to satisfy such obligations. Refer to Item 303(b)(1) of Regulation S-K.

Response:
We note the Staff’s comment and respectfully advise the Staff that we have revised the Liquidity and Capital Resources in Amendment
No. 2 to the Registration Statement.

    10.
    Please
    revise your MD&A to provide a discussion of your critical accounting estimates. Refer to Item 303(b)(3) of Regulation S-K.

Response:
We note the Staff’s comment and respectfully advise the Staff that we have revised the Liquidity and Capital Resources in Amendment
No. 2 to the Registration Statement.

    11.
    We
    note your disclosure that there was no goodwill impairment at December 31, 2020 or June 30, 2021. Please expand your disclosures
    to discuss your goodwill impairment testing given your recurring operating losses, negative working capital and negative operating
    cash flows. Your discussion should address:

    ●
    the
    percentage by which fair value of your reporting unit exceeded its carrying value at the date of the most recent test;

    ●
    a
    detailed description of the methods and key assumptions used and how the key assumptions were determined;

    ●
    a
    discussion of the degree of uncertainty associated with the assumptions; and

    ●
    a
    description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Refer
to Item 303(b)(3) of Regulation S-K. S-K.

Response:
Response: We note the Staff’s comment and respectfully advise the Staff that we have revised Amendment No. 2 to the Registration
Statement to reflect the goodwill valuation by an independent firm, effective as of March 31, 2022.

 Division
                                            of Corporation Finance

Impact
BioMedical, Inc.

June
24, 2022

Page
7

Business,
page 21

    12.
    We
    note your statement on page 22 that Equivir has “broad antiviral efficacy against multiple types of infectious disease.”
    Determinations of efficacy are solely within the authority of the FDA. Please remove any references to efficacy.

Response:
We note the Staff’s comment and respectfully advise the Staff to refer to the Company’s response to Staff comment no. 3 above.
We have revised the disclosure in Amendment No. 2 to remove any language referring to the efficacy of Equivir. The disclosure regarding
Equivir has been revised in Amendment No. 2 as follows:

“Equivir/Nemovir
technology is a novel blend of eligible polyphenols (e.g. Myricetin, Hesperetin, Piperine). Myricetin is a member of the flavonoid class
of polyphenolic compounds, with antioxidant properties. Hesperitin is a flavanone, and Piperine is an alkaloid, commonly found in black
pepper. Polyphenols are sourced from fruits, vegetables, and other natural substances. Equivir was designed to be used as a health supplement
and/or medication for human beings, and this intended use is subject to FDA regulation. The FDA must approve any drug or biologic product
before it can be marketed in the United States. In addition, prior to being sold outside the United States, our Equivir technology must
be approved by the regulatory agencies of foreign governments. Prior to filing a new drug application or biologics license application
with the FDA, we would have to perform extensive clinical trials, and prior to beginning any clinical trial, we would need to perform
extensive preclinical testing which could take several years and may require substantial expenditures. To date, we have conducted no
preclinical testing or clinical trials (human or otherwise) on Equivir. Further, because we have not conducted any testing or studies
on Equivir, we are not able to substantiate or demonstrate its benefits as a health supplement or seek FDA approval at this time. Currently,
we have no plans to conduct any preclinical testing or clinical trials (human or otherwise) involving Equivir.

We
intend to identify third parties or customers that are interested in purchasing, licensing or co-devel

United States securities and exchange commission logo
October 26, 2021
Heng Fai Ambrose Chan
Chief Executive Officer
Impact BioMedical, Inc..
200 Canal View Boulevard, Suite 104
Rochester, NY 14623
Re:Impact BioMedical, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 29, 2021
File No. 333-253037
Dear Mr. Chan:
            We have reviewed your 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.
Amendment No. 1 to Form S-1 filed September 29, 2021
What are the U.S. federal income tax consequences to me of the Distribution?, page iv
1.We note your disclosure that the U.S. federal income tax treatment of the issuance of the
Impact Shares to DSS shareholders is unclear at this stage.  Please clarify, if true,
that DSS expects the Distribution to be treated as a taxable non-liquidating distribution to
its stockholders as indicated on page 16.  Please expand your disclosure on page 16 to
indicate the basis for the uncertainty.
Business Overview, page 1
2.We note your disclosure that you have five wholly owned subsidiaries and six partially
owned subsidiaries.  Please provide an organizational chart showing this ownership
structure and indicate the minority interests held by any related party in your partially

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc..
 October 26, 2021 Page 2
 FirstName LastNameHeng Fai Ambrose Chan
Impact BioMedical, Inc..
October 26, 2021
Page 2
owned subsidiaries.
Equivir, page 2
3.Please disclose the regulatory status of Equivir in the United States or other appropriate
jurisdictions.  If this product candidate has not received Pre-Investigational New Drug
Application by the FDA, please make that clear.
4.We note your disclosure that Global BioLife and Sweet Sense have engaged a consulting
firm in the biopharmaceutical and life sciences industry to assist in your goal of licensing
each of Linebacker and Equivir/Nemovir.  Please identify the consulting firm and clarify
whether your activities will be limited to licensing arrangements or whether you intend to
conduct any pre-clinical or clinical studies on these candidates.  Please also provide the
disclosure required by Regulation S-K Item 101(h)(4)(viii) and (ix) in an appropriate
location in your prospectus.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of operations for the year ended December 31, 2020 as compared to the year ended
December 31, 2019, page 19
5.We note your results of operations discussion for the year ended December 31, 2020
combines the results of the predecessor and successor companies.  Please revise your
MD&A to provide a separate discussion of the historical results of the predecessor and the
successor periods for 2020.
6.Additionally please revise your presentation to ensure that your combined results are
prepared on a pro forma basis in accordance with Article 11 of Regulation S-X.  You
should clearly identify this information as being presented on a pro forma basis, explain to
your readers how the pro forma presentation was derived, why you believe this
presentation to be useful, and any potential risks associated with using such a presentation.
7.We note your reference to allocation of costs from DSS shared resources.  Please revise
your disclosure to explain how these costs impacted your selling, general and
administrative costs.  Also tell us how these costs are allocated and why you are not
required to disclose this agreement in your related party footnote.  Refer to ASC 850-10-
50.  Please tell us your consideration of the guidance in Staff Accounting Bulletin Topic
1:B.
8.We note that your research and development costs increased due to continued research
and development of acquired product formulations.  Please disclose the costs incurred
during each period presented for each of your key research and development
products/projects.  If you do not track your research and development costs by project,
please disclose that fact and explain why you do not maintain and evaluate research and
development costs by project.  Provide other quantitative or qualitative disclosure that
provides more transparency as to the type of research and development expenses incurred
(i.e., by nature or type of expense) which should reconcile to total research and

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc..
 October 26, 2021 Page 3
 FirstName LastNameHeng Fai Ambrose Chan
Impact BioMedical, Inc..
October 26, 2021
Page 3
development expense on the Consolidated Statements of Operations.
Liquidity and Capital Resources, page 19
9.Please revise your discussion of future liquidity and capital resource requirements to
analyze material cash requirements from known contractual and other obligations.
Specify the type of obligation and the relevant period for the related cash requirements
and discuss the anticipated source of funds needed to satisfy such obligations.  Refer to
Item 303(b)(1) of Regulation S-K.
10.Please revise your MD&A to provide a discussion of your critical accounting estimates.
Refer to Item 303(b)(3) of Regulation S-K.
11.We note your disclosure that there was no goodwill impairment at December 31, 2020 or
June 30, 2021.  Please expand your disclosures to discuss your goodwill impairment
testing given your recurring operating losses, negative working capital and negative
operating cash flows.  Your discussion should address:

•the percentage by which fair value of your reporting unit exceeded its carrying value
at the date of the most recent test;
•a detailed description of the methods and key assumptions used and how the key
assumptions were determined;
•a discussion of the degree of uncertainty associated with the assumptions; and
•a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Refer to Item 303(b)(3) of Regulation S-K.
Business, page 21
12.We note your statement on page 22 that Equivir has "broad antiviral efficacy against
multiple types of infectious disease."  Determinations of efficacy are solely within the
authority of the FDA.  Please remove any references to efficacy.
13.We note your disclosure that Linebacker, 3F and Equivir have demonstrated “promising”
results or may be “promising” candidates.  Please revise your disclosure to focus on the
specific factual details of the studies, including the studies conducted and the quantitative
information regarding the range of results observed, that lead you to believe that the
results are as disclosed.  In your prospectus summary, and in this section, clarify whether
these results are based on any human trials or were powered for statistical significance.
 Also, as safety and efficacy determinations are solely within the FDA's authority, please
refrain from referring to any results as “promising” since that may imply safety or efficacy
or eventual FDA approval.
14.We note your disclosure of various collaborations, joint ventures and partnerships
throughout your prospectus.  Please include a description of the material terms of the
following agreements in the prospectus, including the rights and obligations of the parties

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc..
 October 26, 2021 Page 4
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc..
October 26, 2021
Page 4
thereto, financial terms including amounts paid to date, aggregate milestone amounts to be
paid or received, the royalty range and term, as applicable, term and termination
provisions:

•the joint venture with Quality Ingredients, LLC;
•the Royalty Agreement, as amended, any any collaboration agreement with Chemia
Corporation;
•the exclusive distribution agreement with BioMed; and
•any agreements with GRDG related to research and development of biomedical
products.

With regard to the royalty range, please disclose a royalty range of not more than 10
percentage points.
15.We note your disclosure that Equivir is a patented medication.  Please expand your
disclosure to clarify the specific products, product groups and technologies to which
the patents relate, whether the patents are owned or licensed, the type of patent protection
(composition of matter, use, or process), the patent expiration dates, and the jurisdictions
of the patents.  If the patent is licensed from a third party pursuant to a license agreement,
please specify.
16.In addition to the patent information for Equivir, please revise to provide all information
required by Regulation S-K Item 101(h)(4)(vii) for Linebacker, Laetose and 3F.
17.Please provide any disclosures required by Regulation S-K Item 103.
DSS Note, page 24
18.We note the disclosure that DSS intends continue to fund the operations of the company
through a year from the date the financial statements were available to be issued.  Please
clarify the end date of this arrangement and indicate whether there is any maximum
amount that may be obtained from DSS under this note.
Management, page 27
19.We note your disclosure that your research and development efforts are headed by Mr.
Daryl Thompson in his capacity as Director of Scientific Initiatives in Global BioLife Inc.
Please provide the disclosures for Mr. Thompson as required by Item 401(c) of Regulation
S-K.
Certain Relationships and Related Party Transactions, page 34
20.We note your disclosure that prior to the execution of the Share Exchange Agreement,
your ownership of a suite of antiviral and medical technologies was valued at $382
million through a required independent valuation that was completed by Destum Partners.
Please file the consent of Destum Partners as required by Securities Act Rule 436.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc..
 October 26, 2021 Page 5
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc..
October 26, 2021
Page 5
Exhibit Index, page 40
21.We note your disclosure on page 1 that Global BioLife has biomedical intellectual
property, including intellectual property, assigned to it by one of its shareholders.  We also
note your disclosure on page 25 that certain services are provided to you and your
subsidiaries by GRDG, a related party, pursuant to the Stockholders’ Agreement, dated as
of December 2020.  Please file these agreements as exhibits to your registration statement
or tell us why that would not be required.
Interim Financial Statements
Note 5 - Investments , page F-11
22.Please tell us how you are accounting for your investment in Vivacitas Oncology Inc. and
the applicable GAAP guidance used.  In this respect we note that the company will be
allocated two seats on the board of Vivacitas and the Seller is a related party.  Revise your
disclosure to provide any disclosure required by ASC 320-10-50, ASC 321-10-50, ASC
323-10-50, or any other applicable guidance.
Annual Financial Statements
Note 1 - Nature of Operations and Basis of Presentation
Nature of Operations, page F-20
23.We note that you elected to apply pushdown accounting for the acquisition of Impact
BioMedical and determined that the fair value of the consideration transferred was
approximately $38,319,000.  Please reconcile this with your disclosure on page 34 that
states total consideration was $50 million.  Also explain how the consideration amount
was determined.
24.We also note that you determined that the fair value of certain developed technology and
pending patents assets acquired was approximately $22,260,000.  Please address the
following:

•explain how you determined the fair value of these assets including a description of
the methodology and key assumptions used;
•given that Alset International Limited is a related party, tell us how you considered
SAB Topic 5G when determining the fair value; and
•explain how you determined the useful lives of the intangible assets acquired.
General
25.Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please disclose that you are an emerging growth
company and revise your registration statement to:

•describe how and when a company may lose emerging growth company status;

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameImpact BioMedical, Inc..
 October 26, 2021 Page 6
 FirstName LastName
Heng Fai Ambrose Chan
Impact BioMedical, Inc..
October 26, 2021
Page 6
•briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
•state your election under Section 107(b) of the JOBS Act:oif you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b), include a
statement that the election is irrevocable; or
oif you have elected to use the extended transition period for complying with new
or revised accounting standards under Section 102(b)(2), provide a risk factor
explaining that this election allows you to delay the adoption of new or revised
accounting standards that have different effective dates for public and private
companies until those standards apply to private companies.  Please state in
your risk factor that, as a result of this election, your financial statements may
not be comparable to companies that comply with public company effective
dates. Include a similar statement in your critical accounting policy disclosures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

Impact
BioMedical, Inc.

c/o
Sichenzia Ross Ference LLP

1185
Avenue of the Americas, 31st Floor

New
York, NY 10036

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Office
of Mergers and Acquisitions

Division
of Corporation Finance

Attention:
Joseph McCann

September
29, 2021

    Re:

    Impact
    BioMedical, Inc.

    Registration
    Statement on Form S-1

    Filed
    February 12, 2021

    File
    No. 333-253037

Ladies
and Gentlemen:

On
behalf of Impact BioMedical, Inc., a Nevada corporation (the “Company”), and pursuant to the applicable provisions
of the Securities Act of 1933, and the rules promulgated thereunder, please find enclosed for filing with the Securities and Exchange
Commission (the “Commission”), a complete copy of Amendment No. 1 (the “Amendment No. 1”)
to the above-captioned Registration Statement on Form S-1 the Company filed on February 12, 2021 (the “Registration Statement”).

The
Company acknowledges the Staff’s comment with respect to its initial review of the Registration Statement and advises the Staff
that the deficiencies so identified therein have been corrected in this Amendment No. 1. Specifically, in response to the Staff’s
comment, the Company has included an audit report for the FY12/31/2019 financial statements as required by Item 11€ to Form S-1.
In addition, the Company acknowledges that it is not eligible to incorporate by reference to either the FY12/31/2018 and FY12/31/2019
financial statements contained in the Company’s Form 8-K by Document Security Systems, Inc., and the Company has amended the Registration
Statement accordingly.

If
you have any questions regarding this letter, please do not hesitate to call Darrin M. Ocasio at (212) 398-1493, or via email at dmocasio@srf.law.

    Sincerely,

    /s/
    Heng Fai Ambrose Chan

    cc:

    Darrin
    M. Ocasio, Esq. (via email)

    Heng
    Fai Ambrose Chan, Impact BioMedical, Inc. (via email)

United States securities and exchange commission logo
February 24, 2021
Heng Fai Ambrose Chan
Chief Executive Officer
Impact BioMedical, Inc..
200 Canal View Boulevard, Suite 104
Rochester, NY 14623
Re:Impact BioMedical, Inc.
Registration Statement on Form S-1
Filed February 12, 2021
File No. 333-253037
Dear Mr. Chan:
            Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically, we note that the
registration statement does not contain an audit report for the FY12/31/2019 financial statements
as required by Item 11(e) to Form S-1.  In addition, we note that you are not eligible under Item
12 of Form S-1 to incorporate by reference to either the FY12/31/2018 or
FY12/31/2019 financial statements contained in a Form 8-K by Document Security Systems, Inc.
            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Joseph McCann at (202) 551-6262 with any questions.

Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darrin M. Ocasio