SEC Comment Letter 0000000000-23-000605 to CancerVAX, Inc. (CIK 0001905495)
CancerVAX, Inc. (CIK 0001905495)
Date: Jan. 19, 2023 · CIK: 0001905495 · Accession: 0000000000-23-000605
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File numbers found in text: 024-12130
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United States securities and exchange commission logo
January 19, 2023
Ryan Davies
Chief Executive Officer
CancerVAX, Inc.
351 Paseo Nuevo, Floor 2
Santa Barbara, CA 93101
Re:CancerVAX, Inc.
Offering Statement on Form 1-A
Filed January 12, 2023
File No. 024-12130
Dear Ryan Davies:
We have reviewed your offering statement and have the following comment. In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comment applies 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 offering statement and the information you
provide in response to this comment, we may have additional comments.
Offering Statement on Form 1-A
Part I
Item 3. Application of Rule 262, page i
1.In Item 3 of Part I, we note that you have checked the box that "bad actor" disclosure
under Rule 262(d) is provided in Part II of the offering statement; however, we could not
locate such disclosure. Please provide the appropriate disclosure in Part II or correct the
check box in Part I.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
FirstName LastNameRyan Davies
Comapany NameCancerVAX, Inc.
January 19, 2023 Page 2
FirstName LastName
Ryan Davies
CancerVAX, Inc.
January 19, 2023
Page 2
We remind you that the company 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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
Please contact Arzhang Navai at 202-551-4676 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Callie Jones