SecProbe.io

CORRESP
1
filename1.htm

July
23, 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

    Amendment
    No. 5 to Draft Registration Statement on Form F-1

    Submitted
    June 20, 2025

    CIK
    No. 0001889791

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 June 27, 2025, relating to the above referenced Amendment
No. 5 to Draft Registration Statement on Form F-1 submitted by the Company on June 20, 2025.

Concurrently
with the submission of this letter, the Company is publicly submitting via EDGAR a Registration Statement on Form F-1 (the “Form
F-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 the Form F-1.

Amendment
No. 5 to Draft Registration Statement on Form F-1

Cover
Page

    1.
    We
    note your estimated initial public offering price of $10.40 is based on the last reported sale price of your common shares on the
    Canadian Securities Exchange, as converted into U.S. dollars and after giving effect to a proposed 65-for-1 share split. However,
    we also note your disclosure on the prospectus cover page that your share price on the CSE, OTCQB or FSE may not be indicative of
    the actual offering price and that the actual offering price will be determined between you and the underwriters at the time of pricing
    and may be at a discount to the current market price. If you expect the U.S. initial public offering price will be substantially
    similar to your most recent home market trading price, as adjusted for currency conversion and the proposed share split, please disclose
    on the prospectus cover page that the U.S. initial public offering price will be determined by reference to your home market trading
    price. If you do not expect that the U.S. initial public offering price will be substantially similar to your home market trading
    price, as adjusted for currency conversion and the proposed share split, please disclose on the prospectus cover page a bona fide
    price range for the offered securities or an expected range of deviation from your home market trading price (e.g., 10% of your home
    market trading price) within which you expect to price the securities. Refer to Item 501(b)(3) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company respectfully notes that the U.S. IPO price will be determined by reference to the
prevailing market prices of the Company’s common shares on the Canadian Securities Exchange, as converted into U.S. dollars and
after giving effect to a proposed 65-for-1 share split, after taking into account market conditions and other factors, as well as negotiations
between the Company and representatives of the underwriters for the offering. The Company will disclose the foregoing on the cover page
of the prospectus.

The
Offering

Over-allotment
option, page 7

    2.
    We
    note your disclosure that you have granted the underwriter an option to purchase up to 1,105,768 additional common shares. Please
    revise to reconcile this with your other disclosure that indicates that the over-allotment option will be exercisable for 144,230
    additional common shares. In this regard, we note your disclosure on page 7 of the number of common shares to be issued and outstanding
    after this offering, assuming the underwriter exercises in full the over-allotment option, as well as your disclosure on page 167
    stating that the over-allotment option will represent 15% of the common shares soled in the offering.

Response:
In response to the Staff’s comment, the Company respectfully notes that it has corrected the discrepancy in the Form F-1.

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