SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

   January  16, 2015

Via Email
Gregory Sichenzia, Esq.
Sichenzia Ross F riedman  Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006

Re: DelMar Pharmaceuticals, Inc.
  Schedule TO -I
Filed January 8, 2015
  File No . 005-87181

Dear M r Sichenzia :

We have reviewed the above referenced filing 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 filing, by providing the requested
information, or by advising us of when you will provide the requested response.  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 resp onse.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General
1. Exhibit 99.1 to t he company ’s current report on Form 8 -K filed on January 8, 2015
consists of a press release announcing the commencement  of the Offer , yet the press
release  does not appear to have been f iled unde r cover of Schedule TO .  Please refer to
Rule 13e -4 (c)  and file all written communications relating to the offer under cover of
Schedule TO .

Exhibit (a)(1)(B)

Cautionary S tatement …, page 1
2. We note disclosure that you undertake “…no obligation to update any forward -looking

Mr. Gregory Sichenzia
Sichenzia Ross Friedman Ference LLP
January 16, 2015
Page 2
 statement  or statements …”  This assertion  is inconsistent with  the company ’s obligation
to amend and promptly disseminate revised information in the event that existing
disclosure materially changes.  Therefore, please revise this d isclosure and refrain from
including such language in future press releases and filings.  Refer generally to Rule s
13e-4(d)(2)  and 13e -4(e)(3) .

Financial Information Regarding the Company, page 8

3. Consistent with the requirements of Item 1010 (c) of Regulation M -A, please revise to
include in the Offer to Exchange all of the summary financial statements  required by that
item.  Please r efer to the Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations, Third Supplement ( July 2001) at H.7 available at
http://www.sec.gov/interps/telephone/phon esupplement3.htm

Warrant Exc hange Agreements, page 18

4. We note th at certain warrantholders entered into warrant exchange agreements
representing 1,244,666 warrants on December 31, 2014.  Please s upplementally advise us
of the negotiations that preceded the execution of the warrant exchange agreements .  For
example, advise us of the total number of persons contacted (i.e., including persons who
chose not to execute the warrant exchange agreement at that time ) and what percentage of
the total number of warrantholders such person s represented.  Also, please confirm
whether all persons who executed the agreement are accred ited investors.  We may have
further comment.

Conditions of the Exchange Offer, page 22

5. A tender offer may be conditioned on a variety of events and circumstances, provided
that they a re not within the direct or indirect control of the bidder, and are drafted with
sufficient specificity to allow for objective verification of whether or not the conditions
have been satisfied.  In this regard, we refer to disclosure  in the fourth bullet point under
(c), which references any “significant ” decrease in the market price of the company ’s
common stock .  Please  further  clarify  how the bidder will assess the significance of the
decline  by reference to a quantit ative reference point, such as a certain percentage decline
from the prior  market price as quoted on the OTCQX .

6. Please refer to the final paragraph under this heading.   When an offer condition is
triggered by events that occur during the offer period and before the expiration of the
offer, the company should inform security holders  how it intends to proceed promptly,
rather than wait until the end of the offer period, unless the condition is one where
satisfaction of the condition may be determined only upon expiration.  Please confirm the
company’s understanding in your response le tter.

7. Please refer to the comment above.   Note that when a condition is triggered and you
decide to proceed with the offer anyway, we believe that this constitutes a waiver of the
triggered condition(s).  Depending on the materiality of the waived condition and the

Mr. Gregory Sichenzia
Sichenzia Ross Friedman Ference LLP
January 16, 2015
Page 3
 number of days remaining in the offer, you may be required to extend the offer and re -
circulate new disclosure to security holders.  You may not, as this language seems to
imply, fail to assert a triggered offer condition and thus effectively waive it without
officially doing so.  Please confirm the company’s  understanding in your response letter.

Available Information /Incorporatio n by Reference , page 26

8. You disclose that periodic reports subsequently filed pursuant to the Exchange Act will
be incorporate d by reference to the Offer to Exchange  through the expiration of the offer .
Schedule TO does not allow you to forward incorporate disclosure from subsequently
filed documents.  We refer you to General Instruction F of Schedule TO and your
obligation under Exchange Act Rules 13e-4(d)(2)  and 13e -4(e)(3) to amend the Schedule
to reflect a material change in the information previously disclosed .  Please revise your
disclosure and confirm your understanding.

* * *

 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 applicab le Exchange Act rules require.  Since the company  and its
management are  in possession of all facts relating to the disclosure, they are responsible for the
accuracy and adequacy of t he disclosures they have  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.

Mr. Gregory Sichenzia
Sichenzia Ross Friedman Ference LLP
January 16, 2015
Page 4
 Please direct any questions to me at (202) 551 -3757.  You may also contact me via
facsimile at (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.
      Sincerely,
       /s/ Mellissa Campbell Duru

       Mellissa Campbell Duru
       Special Counsel
       Office of Mergers & Acquisitions