SecProbe.io

March 6 , 2020
Via E -mail

Jeffrey Fessler, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, NY 10112

 Re: Innovate Biopharmaceuticals, Inc .
  Amendment No. 2 to Schedule TO -I
Filed February 2 8, 2020
  File No. 005 -90111

Dear M r. Fessler :

The staff in the Office of Mergers and Acquisitions has reviewed the filing 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 filing s, 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 circumstances 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 T O-I/A filed February 28, 2020
Exhibit (a)(1)(B), Offer to Amend and Exercise
General

1. We note references throughout to the offer being subject to only two conditions (e.g., on
pages 2, 3, 9 and 11).  However, y our disclosure on pages 28 and 29 indicates that there are
three conditions to the offer, including the condition that there be available a valid exemption
from registration for all securitie s to be issued pursuant to the o ffer.  Revise the offer
materials  to state that the offer is subject to three conditions.

Jeffrey Fessler, Esq.
Sheppard, Mullin, Richter & Hampton LLP
March 6 , 2020
Page 2

 Conditions to the Offer to Amend and Exercise, page 28

2. Refer to condition (iii) to the offer  and your representation that “the Company will not accept
any Election to Participate and Exercise Warrant from or on behalf of, any Original Warrant
holders if the Company determines that a valid exemption from registration of all the
securities to be issued pursuant to the Offer to Amend and Exercise is not available under the
Securities Act and therefore the Company may not consummate the transactions
contemplated by the Offer to Amend and Exercise in such case.”   Please revise to clearly
state that the offer is conditioned on the availability of an exemption for every warrant holder
who tend ers into the offer.   As currently phrased, we are concerned that subject security
holders may remain confused about whether the requirement relates to individual tendering
holders only.   Additionally, specify the parameters of this condition and describe how the
condition may be satisfied or  under what conditions the offer will terminate as a result of this
condition being triggered.   For example, is the offer conditioned on all holders who elect to
participate certifying that they are accredited investors, or is there a certain number of non -
accredited i nvestors that may participate?

*    *    *

 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) 5 51-3263 .

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions