SecProbe.io

February 24, 2020
Via E-mail

Jeffrey Fessler, Esq. Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112
 Re: Innovate Biopharmaceuticals, Inc.
  Schedule TO-I filed February 12, 2020   Schedule TO-I/A filed February 20, 2020   File No. 005-90111

Dear Mr. Fessler:
 The staff in the Office of Mergers and Acquisitions has reviewed the filings listed above,
and we have the comments set forth below.  All defined terms used herein have the same
meaning as in the Offer to Amend and Exercise  attached as Exhibit (a)(1)(B) to the Schedule
TO-I.  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 filings, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and cir cumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in response to
these comments, we may have additional comments.  Schedule TO-I filed February 12, 2020
General
 1. You state that the transaction is  an offer to amend and exercise “certain” outstanding
warrants to purchase shares of common stock a nd that the offer is being extended only to
Eligible Holders of Original Warrants.  The Letter to Holders of Original Warrants filed as
Exhibit (a)(1)(A) states that the offer is bei ng made only to holders of record as of February
12, 2020.  Additionally, condition (iii) to the Offer as set forth on page 30 of the Offer to Amend and Exercise suggests that the offer is limited to accredited investors.  In this regard, we note the statement in the Election form attached as Exhibit (a)(1)(C) that the Company
will not accept any Election to Participate if the Company determines that a valid exemption
from registration for the underlying securities is  not available for the Offer.  Given these
statements, it appears that the Offer is not  being extended to all holders of outstanding DIVISION OF
CORPORATIO N FINANCE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D.C. 20549

Jeffrey Fessler, Esq. Sheppard, Mullin, Richter & Hampton LLP February 24, 2020 Page 2

 warrants.  Please provide us with your analysis as to how the offer complies with the all-
holders provision set forth in Rule 13e-4(f)(8)(i).  Alternatively, revise the offer materials to
eliminate features of the offer that limit part icipation by any holder of the subject securities,
and disseminate the offer materials in the same manner as was done originally.

Exhibits
 2. In light of your disclosure of the proposed merger transaction and agreement, we believe you
should file the Merger Agreement as an exhibit to the Schedule TO.  Refer to Item 12 of Schedule TO and Item 1016(d) of Regulation M-A.
 Exhibit (a)(1)(B), Offer to Amend and Exercise
Conditions to the Offer to Amend and Exercise, page 29
 3. You state that a condition to this Offer is th e satisfaction or waiver of the obligations of each
party to the Merger Agreement.  Conditions must be drafted with sufficient specificity to allow for objective verification.  Please list th e most material obligations of each party under
the Merger Agreement here as distinct conditions so that subject security holders understand the terms of the Offer.

4. We note that the Merger Agreement includes, as a closing condition, a minimum funding
requirement of $10,000,000.  Generally, when an Offer is conditioned on the ability of a party to obtain financing, a material change  will occur in the information previously
disclosed when the offer becomes fully financed.  Confirm that you will promptly file an
amendment to the Schedule TO and disseminate disclosure of such a material change.

5. Your disclosure on page 30 of the Offer to Amend indicates that  you “expect that the
Expiration Date will occur immediately prior to  or concurrently with the Effective Time of
the Merger.”   All offer conditions, other than those related to regulatory conditions necessary
to the consummation of the Offer, must be sati sfied or waived as of expiration of the Offer,
not acceptance of warrants for exchange (which w ould occur after).  Please revise to confirm.
 Withdrawal Rights, page 31
 6. Refer to the statement, “ [f]ollowing the Expiration Date, you cannot withdraw your Election
to Consent, Participate and Exercise Warrant. ”  Notwithstanding the fact that you intend for
the exercise of the Amended Warrants to occu r automatically on the Expiration Date, please
revise this language to remove the implication that holders who tender pursuant to the Offer
may not under any circumstances withdraw foll owing the expiration date.  Refer to Rule 13e-
4(f)(2)(ii).

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Jeffrey Fessler, Esq. Sheppard, Mullin, Richter & Hampton LLP February 24, 2020 Page 3

  We remind you that the registrant and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
   Please direct any questions to me at (202) 551-7951.  You may also contact Tina Chalk, Senior Special Counsel, at (202) 551-3263.
Sincerely,
         /s/ Joshua Shainess
Joshua Shainess Special Counsel Office of Mergers and Acquisitions