K E N N E T H I. D E N O S, P. C.
11585 SOUTH STATE, SUITE 102
DRAPER, UTAH 84020
(801) 816-2511
FAX:(801) 816-2599
KDENOS@DENOSLAW.COM
January 6, 2006
VIA FEDERAL EXPRESS
Mr. Jay Ingram
Mr. John Reynolds
U.S. SECURITIES AND EXCHANGE COMMISSION
Division of Corporate Finance
Office of Emerging Growth Companies
450 Fifth Street, N.W., Mail Stop 0511
Washington, D.C. 20549
Telephone (202) 942-2791
Facsimile (202) 942-9516
RE: CANCER THERAPEUTICS, INC.
REGISTRATION STATEMENT ON FORM SB-2
FILE NO. 333-119915
AMENDMENT FILED: JANUARY 9, 2006
Dear Messrs. Ingram and Reynolds:
This firm serves as counsel to Cancer Therapeutics, Inc. in connection with
its submission of a registration statement with the Securities and Exchange
Commission on Form SB-2. We acknowledge receipt of your comments to our initial
filing on Form SB-2 dated December 8, 2005. We thank you for your input and this
letter is intended to respond accordingly. Each paragraph number of this letter
corresponds to your comments to us dated December 8, 2005, and we have attached
two redlined copies and one clean copy, each such copy bound, of our amended
registration statement on Form SB-2 for your timely review and comment as
appropriate. We note to you that references to page numbers in the registration
statement will be with respect to the redlined copies.
PROSPECTUS COVER PAGE
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1. COMMENT. Please footnote the table to indicate the offering expenses and
net proceeds to the company for the minimum and maximum.
RESPONSE: We have footnoted the table on the prospectus cover page to
indicate the offering expenses and net proceeds to Cancer Therapeutics for
the minimum and maximum received from the offering.
2. COMMENT. Update the summary financial data to include the interim period.
RESPONSE: We have updated the summary finance data to include the interim
period on page 7.
BUSINESS, PAGE 12
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3. COMMENT. Include all of the disclosure required by Item 101 (c) of
Regulation S-B.
RESPONSE: We have included in our disclosure on page 35 all of the required
items as per Item 101(c) of Regulation S-B specifically stating that:
a. We will send an annual report to our stockholders, together with our
annual audited financial statements.
b. As of the effective date of this registration statement of which this
prospectus forms a part, Cancer Therapeutics became subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended and, in accordance therewith, will file annual, quarterly and
current reports, proxy statements, and other information with the
Commission.
c. Reports and other information filed by Cancer Therapeutics with the
Commission pursuant to the informational requirements of the Exchange Act
will be available for inspection and copying at prescribed rates at the
Public Reference Room maintained by the Commission at 100 F. Street, NE,
Washington, D.C. 20549. The public may also obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. Our filings with the Commission are also available to the
public over the Internet at the Commission's website at http://www.sec.gov.
d. We have followed the SEC's encouragement of listing and added our
website on page 35.
4. COMMENT. Please provide the basis for the following statement on page 14
"cryobank is a tumor storage service that has continually been effective in
preserving tumors."
RESPONSE: We have provided the basis for this statement on page 18.
5. COMMENT. The following statement on page 14 does not make sense: "[w]e have
received clearance from the FDA to under Investigational New Drug numbers
IND 2791, and IND 6533 to use the T-cell therapy for research only." Please
clarify.
RESPONSE: We have clarified this statement on page 18.
6. COMMENT. We reissue our prior comment 9 because your disclosure does not
adequately address the basis for your ability to provide your services
without FDA approval. Please revise our disclosure on this topic to
explicitly state how, without FDA approval, you are able to provide your
services. With regard to disclosure in prior amendments regarding your
ability to provide your services under Georgia state law, we continue to
note that you have not responded to our inquiries about this disclosure.
Please address the staff's concerns about your prior disclosure. In doing
so, we again refer you to comments 12 and 13 of our letter of July 8, 2005.
RESPONSE: We have disclosed on pages 23 and 24 the basis for being able to
continue to use our Cryobank without governmental approval.
We have extracted any reference to Georgia law because we were under
the mistaken understanding that Dr. Oldham could continue to use T-Cell
therapy as a part of Georgia's practice of medicine legislation. We
believed that Georgia Senate Bill 381 allowed him to treat patients using
this therapy within Georgia, but not across state lines. After further
review we no longer believe that our T-Cell therapy and Vaccines can be
administrated without INDs.
This is an irrelevant point because Dr. Oldham has only operated
pursuant to the INDs for research only, and is in good standing with the
FDA on INDs 2972 and 6533. He has not provided Vaccine services since IND
8725 was placed on hold.
7. COMMENT. Your revisions in response to our prior comment 10 are difficult
to comprehend because the disclosure does not appear in a centralized
location in the prospectus. We therefore reissue our prior comment 10. In a
tabular format, please provide disclosure that sets for each IND number
what the IND relates to the IND's current status, the milestones that have
yet to be accomplished, and the costs and timeframes associated with moving
forward with each IND.
RESPONSE: We have created a comprehensive table and it is located on page
25 in the Governmental Regulation section.
GOVERNMENT APPROVAL, PAGE 19
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8. COMMENT. Please explain the reasons why you are able to provide Cryobank
services without FDA approval.
RESPONSE: We have explained these reasons on Pages 23 and 24.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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9. COMMENT. The principal and interest balances on the related party notes
discussed hereunder should be updated to reconcile with the table on page
12 and the most recent balance sheet presented.
RESPONSE: Please see our changes on page 30.
10. COMMENT. Indicate the percentage of Mr. Oldham's "minority" interest in
Immune complex Corp.
RESPONSE: We have disclosed Mr. Oldham's interest on page 30.
ITEM 27. EXHIBITS
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11. COMMENT. Section 4 of the subscription agreement filed as exhibit 10.6
should be removed.
RESPONSE: We have removed this section from the subscription agreement.
FINANCIAL STATEMENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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12. COMMENT. The date of the accountant's report (October 18, 2004) should not
precede the date of the audited financial statements (May 31, 2005). Please
advise your accountant to revise the report accordingly.
RESPONSE: We have made these changes.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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13. COMMENT. Refer to prior comment 15. Please ensure that the revised consent
references the correct date of the audit report.
REPONSE: We have placed the correct date on the audit report.
We hope that our responses to your comments have been both timely and
succinct. If you require any further information, please contact me at the
number above via telephone or fax, or by e-mail at kdenos@denoslaw.com.
KENNETH I. DENOS P.C.
/s/Kenneth I. Denos
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Kenneth I. Denos
cc: Robert Oldham, M.D.
Michael Low
Chene Gardner