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.
Frank D. Heuszel
FirstName LastNameFrank D. Heuszel
Impact BioMedical Inc.
Comapany
June 9, 2023NameImpact BioMedical Inc.
June 9,
Page 2 2023 Page 2
FirstName LastName
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.