SecProbe.io

CORRESP
1
filename1.htm

August
4, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance, Office of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Gary
                                            Newberry

    Sasha
    Parikh

    Tim
    Buchmiller

    Jessica
    Dickerson

    Re:
    Innocan
                                            Pharma Corporation

    Registration
    Statement on Form F-1

    Filed
    July 23, 2025

    File
    No. 333-288899

Dear
Ms. Dickerson and Mr. Buchmiller:

We
are writing to submit the responses of Innocan Pharma Corporation (the “Company”) to the comments of the staff (the
“Staff”) of the Division of Corporation Finance Office of Life Sciences of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter dated July 29, 2025, relating to the above referenced Registration
Statement on Form F-1 submitted by the Company on July 23, 2025.

Concurrently
with the submission of this letter, the Company is submitting via EDGAR Amendment No. 1 to its Registration Statement on Form F-1 (the
“Amendment No. 1”), which reflects the Company’s responses to the comments received by the Staff.

For
ease of review, we have set forth below each comment of your letter and the Company’s responses thereto. Capitalized terms used
herein but not defined herein have the meanings given to such terms in Amendment No. 1.

Registration
Statement on Form F-1

Cover
Page

    1.
    We
    note your statements that you have applied to list your common shares and warrants on Nasdaq and that it is a condition to the closing
    of the offering that your common shares qualify for listing on a national securities exchange. Please further revise your disclosure
    to clarify whether the offering is contingent on the listing of your warrants as well.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on the cover page to clarify that the offering
is contingent upon listing the common shares and the warrants on Nasdaq.

 2. We
                                            note that the offering now includes warrants to purchase common shares. Please revise the
                                            prospectus cover page to briefly describe the terms of the warrants. Refer to Item 501(b)(2)
                                            of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised the prospectus cover page to briefly describe the terms of the warrants.

Use
of Proceeds, page 73

    3.
    Please
    continue to revise your disclosure in this section so that it is responsive to the first, third and fourth bullet points of comment
    19 in our letter dated January 27, 2025.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 7 and 73 per the Staff’s previous
comment 19.

Exhibits

Exhibit
5.1, page II-5

    4.
    We
    refer to counsel’s opinion filed as Exhibit 5.1 and note that the legal opinion should not assume conclusions of law that are necessary
    for the ultimate opinions being expressed. Please file a revised Exhibit 5.1 legal opinion that does not include any inappropriate
    assumptions as to conclusions of law like those set forth in subparagraphs 1 and 3-11 in the third paragraph under “Assumptions
    and Reliances.” For guidance, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19 (CF). Please make similar revisions
    as appropriate to the legal opinion filed as Exhibit 5.2.

Response:
In response to the Staff’s comment, the Company has filed a revised 5.1 opinion. The Company respectfully advises the staff
that its previously as filed Exhibit 5.2 opinion complied with the guidance set forth in Section II.B.3.a of Staff Legal Bulletin No.
19 (CF).

Exhibit
5.2, page II-5

    5.
    Please
    file a revised Exhibit 5.2 legal opinion that refers to the correct name of the issuer in the first sentence.

Response:
In response to the Staff’s comment, counsel has corrected the discrepancy in the 5.2 opinion.

Exhibit
10.4, page II-5

6. Please
                                            file complete exhibits with all attachments. For example, it appears that Appendix A and
                                            Appendix B are missing from the Research and License Agreement filed as Exhibit 10.4.

Response:
In response to the Staff’s comment, the Company has filed Appendix A and Appendix B to Exhibit 10.4.

Please
contact me at (312) 364-1633 if you have any questions or require any additional information in connection with this letter.

    Sincerely,

    /s/
    David Huberman, Esq.

    CC:
    Iris Bincovich, Chief Executive Officer