Intiva BioPharma Inc.
4340 East Kentucky Avenue
Suite 206
Glendale, CO 80246
May 16, 2018
United States Securities and Exchange Commission
Washington, DC 20549
Attn: Christine Westbrook, Staff Attorney
| Re: | Intiva BioPharma Inc. |
| Amendment No. 1 to Draft Registration Statement (DRS) on Form S-1 | |
| Submitted April 4, 2018 | |
| CIK No. 0001625288 |
Ladies and Gentlemen:
This letter is in response to the staff’s comment letter dated April 18, 2018, with respect to the above-referenced Amendment No. 1 to DRS on Form S-1 filed by Intiva BioPharma Inc. (the “Company”) on April 4, 2018. For the convenience of the staff, we have included each of the staff’s comments numbered sequentially, followed by our response to each numbered comment.
Please note that the registration statement has been updated to include the unaudited financial statements for the quarter ended March 31, 2018.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations and Commitments, page 56
Comment 1. We note your disclosure that you entered into an agreement to license a proprietary delivery system for cannabinoid-based medications. Please expand your disclosure to include all material terms, including the rights and obligations of each of the parties, commercialization rights, royalties, term and termination provisions. Additionally, please file the license agreement as an exhibit to the registration statement or tell us why you believe such filing is not required. Refer to Item 601(b)(10) of Regulation S-K.
Response 1. Complied. See the additional disclosure on page 56. The agreement was filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2018.
Financial Statements
Consolidated Statement of Operations and Comprehensive Loss, page F-3
Comment 2. With reference to your response to comment 9, tell us how you computed weighted average common shares outstanding of 24,421,427 for the period from March 27, 2017 to June 30, 2017 with reference to the numbers of shares reported on page F-4. Also, provide us your computation of loss per share.
United States Securities and Exchange Commission
Attn: Christine Westbrook, Staff Attorney
May 16, 2018
Page 2
Response 2. The loss per share on page F-4 has been corrected to $(0.01) per share. Please see the calculation below:
| For the Initial Period Ended 6/30/2017 | ||||||||||||
| Days | Weighted | |||||||||||
| Date | Shares | Outstanding | Average | |||||||||
| 3/27/2017 | - | 95 | - | |||||||||
| 3/31/2017 | 24,000,000 | 91 | 22,989,474 | |||||||||
| 4/18/2017 | 320,000 | 73 | 245,895 | |||||||||
| 4/29/2017 | 200,000 | 62 | 130,526 | |||||||||
| 5/2/2017 | 311,112 | 59 | 193,217 | |||||||||
| 5/26/2017 | 200,000 | 35 | 73,684 | |||||||||
| 6/4/2017 | 200,000 | 26 | 54,737 | |||||||||
| 6/5/2017 | 480,000 | 25 | 126,316 | |||||||||
| 6/6/2017 | 80,000 | 24 | 20,211 | |||||||||
| 6/7/2017 | 200,000 | 23 | 48,421 | |||||||||
| 6/9/2017 | 280,000 | 21 | 61,895 | |||||||||
| 6/17/2017 | 320,000 | 13 | 43,789 | |||||||||
| 6/20/2017 | 1,600,000 | 10 | 168,421 | |||||||||
| 6/21/2017 | 1,008,000 | 9 | 95,495 | |||||||||
| 6/22/2017 | 368,000 | 8 | 30,989 | |||||||||
| 6/23/2017 | 1,240,000 | 7 | 91,368 | |||||||||
| 6/25/2017 | 280,000 | 5 | 14,737 | |||||||||
| 6/26/2017 | 240,000 | 4 | 10,105 | |||||||||
| 6/27/2017 | 200,000 | 3 | 6,316 | |||||||||
| 6/28/2017 | 480,000 | 2 | 10,105 | |||||||||
| 6/29/2017 | 544,000 | 1 | 5,726 | |||||||||
| 6/30/2017 | 64,000 | - | - | |||||||||
| 6/30/2017 | 32,615,112 | 24,421,427 | ||||||||||
| Net Loss | (191,432 | ) | ||||||||||
| Loss Per Share | (0.01 | ) | ||||||||||
Respectfully submitted,
| /s/: Evan Wasoff | |
| Evan Wasoff, CFO |
