SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

       June 18, 2014

Via E -mail

David B. Manno , Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway 32nd. Floor
New York, NY 10006

Re: DelMar  Pharmaceuticals, Inc.
 Schedule TO -I filed June 9, 2014
 SEC File No. 005-87181

Dear M r. Manno :

We have reviewed your filing s and have the following comment.  In some of our
comment , we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   If you do not believe our comment  applies 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 filing and the information you provide in
response to this comment , we may have additional comments.

Schedule TO -I
1. Please provide the disclosure in Items 2, 3, 6 and 9  in the document delivered to
security holders .

Item 10. Financial Statements
2. We note you have incorporated by reference the financial information required by
Item 1010(a) of Regulation M -A.  Please tell us why you have determined that the
information required by Item 1010(b) is not applicable and why you have not
provided the summary information required by Item 1010(c) .

David B. Manno, Esq.
Sichenzia Ross Friedman Ference LLP
June 18, 2014
Page 2

Offer to Amend and Exercise
3. We note the last legend on your cover page relating to the exemption from the
Securities Act.  Please tell us the basis for your belief that the issuance of shares
pursuant to the offer is exempt from registration.
4. On a related note, please reconcile the inclusion of the legend as well as a
condition to the offer relating to your determination that an exem ption is
available.  It appears that you have already determined that there is an exemption,
thus your inclusion of a condition appears to belie your apparent conclusion that
the issuance of shares is exempt.  Please advise .

Summary of Terms, page 1
5. We no te that in this section, under the caption “Conditions,” you include as a
condition to the offer the completion by holders of the Accredited Investor
Questionnaire.  It appears that the offer is limited to persons who are accredited
investors.   Please prov ide an analysis as to Rule 13e -4(f)(8)(i), which requires that
the offer be open to all security holders.
6. On a related note, it appears that  you have included as a condition what appears to
be better described as a term of the offer that affects each secur ity holder rather
than the offer as a whole.  Please advise .
7. On a further related note, this condition is not included in Section 6 of the o ffer to
amend.  Please advise.

Conditions to the Offer to Amend and Exercise , page 16
8. We note that your condition ( i) is subject to your determination of compliance
with the federal securities laws.  The ability of a bidder to determine, in its sole
discretion, whether a condition has occurred  may render the offer illusory.  Please
revise.

Election to Participate
9. We note that in the representations and warranties 2 -4 of the election form  you
improperly require tendering security holders to certify various things.  Please
revise to delete the requirement that security holders make the referenced
representations .  Alternatively, amend the form to include a legend in bold
typeface that indicates you do not view  the representations  made by security

David B. Manno, Esq.
Sichenzia Ross Friedman Ference LLP
June 18, 2014
Page 3

 holders as a waiver of liability and that you commit  not to assert that th ese
provision s constitute  a waiver of liability .

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company
is in possession of all facts relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

 In responding to our comments, please provide  a written statement from the
company  acknowledging that :

 the company  is responsible for the adequacy and accuracy of the disclosure in
the filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing;
and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

Please direct any questions to me at (202) 551 -3619.  You may also contact me
via facsimil e at (202) 772 -9203.   Please send all correspondence to us at the following
ZIP code: 20549 -3628.

Sincerely,

 /s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions