United States securities and exchange commission logo
September 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. 6 to
Registration Statement on Form S-1
Filed September 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. 6 to Registration Statement on Form S-1 filed September 1,
2022
Risk Factors
Risks Related to this Offering and Our Common Stock and Warrants
The common stock purchase warrant issued in our March 2022 secured note
offering may be
adjusted..., page 24
1. We note your disclosure
that the common stock purchase warrant issued in your March
2022 secured note
offering may be adjusted following a qualified offering so that the
"number of warrants
underlying the lender s warrant will increase to an aggregate of
approximately
64,852,608 shares." In addition, we note your disclosure that "the exercise
price of the warrant,
equal to $0.0001 per share, does not proportionately increase in the
event of a reverse
stock split." Please update your disclosure here and on page 59 to
clarify whether or not
the number of warrants will be adjusted to reflect the 1-for-275
Richard Garr
Curative Biotechnology, Inc.
September 8, 2022
Page 2
reverse stock split or otherwise advise. Additionally, we note your
statement on page 25:
"On August 18, 2022, the parties to this convertible note agreed to an
amendment of this
note and accompanying transaction documents...We additionally amended the
warrant to
increase the number of shares underlying the warrant by 1,904,762
warrants." Please
reconcile with the disclosure on page II-4, where you state "On August
18, 2022, pursuant
to an amendment of the terms of the March 4, 2022, convertible promissory
note, the
Company increased the number of shares underlying the warrant by
1,904,762." Clarify
here and elsewhere this discrepancy occurs whether you increased the
number of common
shares or the number of warrants with this amendment.
Use of Proceeds, page 29
2. We note your disclosure that "[i]n May 2022 [you] issued a promissory
note in exchange
for $200,000 in cash." Please provide the disclosure required by Item 504
of Regulation S-
K and instruction 4 thereof if you plan to use proceeds from this
offering to repay this debt
or otherwise advise.
Exhibits
3. For example only, we note Exhibit 10.23 does not have signatures. Please
revise so that all
applicable agreements show conformed signatures of all parties to the
agreements.
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 Margaret Schwartz at
202-551-
7153 with any other questions.
Sincerely,
FirstName LastNameRichard Garr
Division of
Corporation Finance
Comapany NameCurative Biotechnology, Inc.
Office of Life
Sciences
September 8, 2022 Page 2
cc: Raul Silvestre, Esq.
FirstName LastName