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.
Frank D. Heuszel
FirstName LastNameFrank D. Heuszel
Impact BioMedical Inc.
Comapany
May NameImpact BioMedical Inc.
25, 2023
May 25,
Page 2 2023 Page 2
FirstName LastName
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,
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,
FirstName LastNameFrank D. Heuszel
Division of
Corporation Finance
Comapany NameImpact BioMedical Inc.
Office of Life
Sciences
May 25, 2023 Page 3
cc: Darrin M. Ocasio, Esq.
FirstName LastName