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
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
FirstNameStatements, page Fai
LastNameHeng F-1 Ambrose Chan
Comapany
5. NameImpact
Please update yourBioMedical, Inc.
financial statements and related disclosures
throughout your filing to
Augustcomply with
31, 2022 Rule
Page 2 8-08 of Regulation S-X.
FirstName LastName
Heng Fai Ambrose Chan
FirstName LastNameHeng
Impact BioMedical, Inc. Fai Ambrose Chan
Comapany
August 31, NameImpact
2022 BioMedical, Inc.
August
Page 3 31, 2022 Page 3
FirstName LastName
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.