Diversinet Corp.
2235 Sheppard Avenue East, Suite 1700
Toronto, ON Canada M2J 5B5
Tel. 416-756-2324 Fax 416-756-7346
www.diversinet.com
November 7, 2007
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 4561
Washington, D.C. 20549
ATTN:
Mark P. Shuman
Chief Branch - Legal
Dear Mr. Shuman:
Re:
Diversinet Corp.
Registration Statement on Form F-3
Filed on October 10, 2007
File number 333-146608
This letter is in response to comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission on the filings made by Diversinet Corp. contained in your letter dated November 6, 2007 (“Comment Letter”). The headings and numbers below refer to similar headings and numbers contained in the Comment Letter. Capitalized terms used herein not otherwise defined in this letter shall have the meaning given to them in the Form F-3 (the “F-3”).
Attached to this letter is a black-lined version of the amended F-3, indicating the amendments made to the F-3.
Form F-3 – Notice Regarding Forward-Looking Information
Q1
Refer to the statement that the prospectus includes forward looking statements “within the meaning of” Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Please be advised that Section 27A(b)(1)(C) of the Securities Act and Section 21E(b)(1)(C) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made by companies that issue penny stock.
A1
We have updated the amended F-3 to incorporate Staff’s comments by the removal of references to the Securities Act and the Securities Exchange Act.
Selling Shareholders
Q2
We note that you disclose herein and in the Recent Developments section that you sold 6,756,757 shares of common stock to Hospital Service Association of Northeastern Pennsylvania while the Stock Purchase Agreement attached as Exhibit 6.1 specifies that the amount of common stock to be sold to them is 6,813,007 shares. Please advise or revise, as applicable.
A2
We have updated the amended F-3 (Exhibit 6.1) to revise the number of shares to 6,767,757.
Part II Item 10. Undertakings
Q3
Please revise your undertakings as appropriate to include the undertaking specified by Items 512(g)(1) or 512(g)(2) of Regulation S-K, as appropriate.
A3
We have updated the amended F-3 to revise the undertakings as indicated under Regulation S-K.
I trust that with this response, your comments have been satisfied. As indicated above, the amended F-3 to include the above information will be filed on Egdar. In the meantime, if you have any further questions or require any further information, please do not hesitate to contact the undersigned.
Yours very truly,
/s/ David Hackett
David Hackett
Chief Financial Officer
c.c. Hugh Fuller, SEC
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