SecProbe.io

May 8, 2025
Iris Bincovich
Chief Executive Officer
Innocan Pharma Corporation
1015, 926 - 5 Avenue SW
Calgary, Alberta T2P 0N7
Canada
Re:Innocan Pharma Corporation
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted May 1, 2025
CIK No. 0001889791
Dear Iris Bincovich:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our April 11, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1.We note your revisions in response to prior comment 1. Please further revise your
cover page disclosure in response to the prior comment to specify that, as part of
following home country corporate governance practices, your board of directors will
not be comprised of a majority of independent directors after the consummation of
your offering. Please also specify this in your prospectus summary.

May 8, 2025
Page 2
Prospectus Summary
Overview, page 1
2.We note from your revised disclosure in response to prior comment 4 that your LPT-
CBD scale-up activities are expected to take approximately one year. Please clarify
when you expect to commence the scale-up activities.
The Offering, page 7
3.We note your revisions in response to prior comment 8. In the fourth bullet point on
page 8, you now disclose that up to 8,280,433 common shares are issuable
upon conversion of the convertible debenture issued in March 2025, calculated based
on the original conversion price of CAD$0.21 per share, and that the minimum
number of common shares issuable upon conversion will be based on a conversion
price adjusted to 80% of the offering price. Please revise to make clear the minimum
and maximum number of shares that may be issuable upon conversion of the
debenture and how those numbers have been calculated. It may be useful in this
regard to clarify what "offering price" you are referencing and to use the same
currency for the principal amount of the debenture and for the original and the
adjusted conversion prices. Please make similar revisions to the related bullet points
on pages 76 and 78, and also clearly disclose in those sections the minimum and
maximum number of shares that may be issuable upon conversion of the debenture.
Business
Intellectual Property
License Agreement with Yissum, page 107
4.We note from your revised disclosure in response to prior comment 11 that you
describe the Yissum License Agreement as "perpetual." However, you then state that
the term of the Yissum License Agreement shall continue until "expiration" unless
earlier terminated for, among other things, failure to meet development milestones.
Please further revise to make clear when the agreement is set to expire, including, to
the extent applicable, the initial term and any renewal terms, describing any
conditions to renewal. In addition, clarify what development milestones must be met,
and in what timeframes, in order to avoid the early termination of the agreement.
Government Regulation and FDA Regulatory Pathway
Human Application of Liposome-based Technology, page 108
5.Please continue to revise your disclosure in response to prior comment 10 to remove
or revise any statements that continue to state or imply that your product candidates
are safe or effective. We continue to note the following disclosure: "Our
comprehensive pre-IND package details extensive experiments conducted in various
animal models demonstrating the efficacy...."

May 8, 2025
Page 3
            Please contact Gary Newberry at 202-551-3761 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tim Buchmiller at 202-551-3635 or Jessica Dickerson at 202-551-
8013 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Huberman, Esq.