United States securities and exchange commission logo
August 8, 2022
Richard Garr
Chief Executive Officer
Curative Biotechnology, Inc.
1825 NW Corporate Blvd, Suite 110
Boca Raton, FL 33431
Re: Curative
Biotechnology, Inc.
Amendment No. 4 to
Registration Statement on Form S-1
Filed August 1,
2022
File No. 333-264339
Dear Mr. Garr:
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.
Amendment No. 4 to Registration Statement on Form S-1 filed August 1,
2022
Prospectus Summary, page 1
1. We note your disclosure
here that "[t]he share and per share information in this prospectus
do not reflect a
contemplated reverse split of the outstanding Common Stock at a ratio
contemplated to be not
less than 1-for-2 and not more than 1-for-10,000 to occur
concurrently with or
before this offering." However, we note your disclosure on page 4
where you state,
"[u]nless otherwise noted and other than in our financial statements in
this registration
statement and the notes thereto, the share and pricing information related
to the offering
included in this prospectus reflects the anticipated reverse stock split of the
outstanding Common
Stock of the Company at an assumed 1-for-275 ratio, which split
will occur concurrently
with the pricing of the offering." Please correct this inconsistency
or otherwise advise.
Richard Garr
FirstName LastNameRichard
Curative Biotechnology, Inc. Garr
Comapany
August NameCurative Biotechnology, Inc.
8, 2022
August
Page 2 8, 2022 Page 2
FirstName LastName
2. We note your disclosure that the common stock outstanding immediately
after the offering
will be, "4,898,189 shares, including the conversion of Series C
Preferred Stock into
890,885 shares of Common Stock) (or 4,037,475 shares, if the
underwriter exercises its
over-allotment option in full)." However, your bulleted disclosure of
the assumptions at
the bottom of page 6 states that it does include the "[a]pproximately
890,885 shares of
Common Stock issuable upon the conversion of the Series C Preferred
Stock." Please
correct this apparent inconsistency or otherwise advise. In addition,
we note that you state
the shares outstanding immediately after the offering will be less if
the underwriter
exercises its over-allotment option in full. Please correct this
disclosure or otherwise
advise.
Our internal control over financial reporting does not currently meet all of
the standards
contemplated by Section 404..., page 28
3. Please revise to identify the material weakness that you reference in
the last sentence of
the risk factor.
Dilution, page 31
4. You disclose that the reverse stock split will be effected immediately
prior to the
closing of your offering. Please confirm that although it may be
effected prior to closing,
it will not be effected prior to effectiveness of your registration
statement. Otherwise,
revise the financial statements in your filing to retroactively
present the split consistent
with the guidance in SAB 4C, have your auditors dual date their report
for the impact of
the split, and revise your information outside the financial
statements to reflect all
information on a post-split basis.
General
5. We note your disclosure throughout the registration statement that you
"have applied to
have our Common Stock and the warrants offered pursuant to this
prospectus listed on the
NYSE American." However, on page 57 you state that you "do not intend
to apply to list
the Warrants on any securities exchange or automated quotation
system." Please correct
this inconsistency or otherwise advise.
You may contact Jeanne Bennett at 202-551-3606 or Vanessa Robertson at
202-551-3649
if you have questions regarding comments on the financial statements and
related matters. Please
contact Jason Drory at 202-551-8342 or Laura Crotty at 202-551-7614 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
Richard Garr
Curative Biotechnology, Inc.
FirstName
August 8, 2022 LastNameRichard Garr
Comapany
Page 3 NameCurative Biotechnology, Inc.
August 8, 2022 Page 3
cc: Raul Silvestre, Esq.
FirstName LastName