K E N N E T H I. D E N O S, P. C.
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11585 SOUTH STATE, SUITE 102
DRAPER, UTAH 84020
(801) 816-2511
FAX: (801) 816-2599
KDENOS@DENOSLAW.COM
February 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: FEBRUARY 7, 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 January 31, 2006. 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 January 31, 2006, 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 reconcile the offering expenses in footnote two with
Item 25 of Part II of the registration statement. Include expenses
paid to date and to be paid from proceeds.
RESPONSE: We have included the additional disclosure of offering
expenses on the prospectus cover page.
BUSINESS
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2. COMMENT. Your supplemental response to our prior comment 6 indicates
that the company provided T-Cell therapy without FDA approval in
reliance on Georgia Senate Bill 381. Please replace the disclosure
that you removed regarding the company's administering of T-Cell
therapy, provide the dates the company provided the therapy, and
explain the potential legal ramifications of providing this therapy in
the United States without FDA approval. It does not appear as though
you were proceeding with research only as it relates to the T-Cell
therapy. Explain how this is consistent with what activities the
company is authorized to perform under its INDs.
RESPONSE: Cancer Therapeutics has never provided T-Cell therapy
without IND approval. Georgia state law does not make it possible for
Cancer Therapeutics to operate without an IND. Cancer Therapeutics has
always relied upon its IND approval for permission to provide the
T-cell therapy. Cancer Therapeutics has never provided T-cell therapy
that was not for research and the development of its product.
GOVERNMENT APPROVAL
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3. COMMENT. In the tabular presentation, please define the reference to
"proof of principle."
RESPONSE: We have defined "proof of principle" on page 22.
4. COMMENT. The table on page 20 indicates Phase II studies have been
"completed and published," yet Phase II studies are given a timeline
at the bottom of page 20. Please reconcile.
RESPONSE: We have expanded our explanation of "completed and
published" on page 22.
5. COMMENT. Clarify the estimated costs for Phase II, e.g., $2-4 million.
RESPONSE: We have clarified the estimated costs in the table on page
22.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS...
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6. COMMENT. Update the September 30, 2005 date to the latest practicable
date.
RESPONSE: We have updated our disclosure as requested on page 28.
7. COMMENT. It is unclear why you attribute 400,000 shares held of record
by Healthcare Enterprises Group, Inc. to Mr. Denos in the table.
Please clarify in footnote (7) or explain to us.
RESPONSE: Mr. Denos was a member of the board of directors of
Healthcare Enterprise Group. However, recently Mr. Denos has resigned
from his position as a director. Therefore, we have modified his share
ownership on pages 28 and 29.
PLAN OF DISTRIBUTION
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8. COMMENT. Update the May 31, 2005 cash balance to the latest date
practicable.
RESPONSE: We have updated the cash balance as of the latest
practicable date on page 30.
INTEREST OF NAMED EXPERTS AND COUNSEL
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9. COMMENT. We do not understand the statement concerning the 400,000
shares of common stock paid to Mr. Denos "which are part of the shares
being offered hereby." Please fully elaborate.
RESPONSE: We have made changes in compliance with this comment on page
31.
10. COMMENT: Disclose the full amount of cash paid and to be paid to Mr.
Denos in connection with this offering. Reconcile the disclosure with
Item 25 of Part II.
RESPONSE: We have made this disclosure and reconciliation on page 31.
11. COMMENT: Confirm the correctness of the May 31, 2005 date.
RESPONSE: The correct date is May 31, 2006, and we have made this
change on page 32.
FINANCIAL STATEMENTS
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12. COMMENT: Please update your financial statements as required by Item
310(g) of Regulation S-B and provide a current consent from the
independent accountant.
REPONSE: Please see our updated financials.
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