SecProbe.io

CORRESP
1
filename1.htm

February
14, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    CancerVax,
    Inc.

    Offering
    Statement on Form 1-A

    File
    No. 024-12369

Ladies
and Gentlemen:

We
are in receipt of your letter dated January 8, 2024. We have prepared the below responses to your comments and have also amended the
Offering Statement on Form 1-A and Preliminary Offering Circular for CancerVax, Inc. (“CancerVax” or the “Company”),
as indicated.

Cover
Page

 1. Please
                                            update your cover page to include a cross-reference to the “Securities Being Offered”
                                            section. Refer to Item 1(d) of Form 1-A (Part II).

RESPONSE:
The Company has updated its cover page to include a cross-reference to the “Securities Being Offered” section.

 2. Please
                                            amend the table on your cover page to comply with the tabular disclosure required by Item
                                            1(e) of Form 1-A (Part II) for best efforts offerings. As currently drafted, your table does
                                            not include a column entitled “Proceeds to other persons.”

RESPONSE:
The Company has amended the table on the cover page to include a column entitled “Proceeds to other persons,” in compliance
with the tabular disclosure required by Item 1(e) of Form 1-A (Part II) for best efforts offerings.

Summary,
page 3

 3. Please
                                            include a description of the ownership Bountiful Capital, LLC on an as converted basis in
                                            the summary.

RESPONSE:
The Company has included a description of the ownership of Bountiful Capital, LLC on an as converted basis in the summary.

Risk
Factors, Page 6

 4. Please
                                            include a description of the jury trial provision in the Risk Factors section of the offering
                                            circular. In this regard, we note that you disclose on page 5 that investors in this offering
                                            may not be entitled to a jury trial with respect to claims arising under the subscription
                                            agreement, which could result in less favorable outcomes to the plaintiff(s) in any action
                                            under these agreements.

RESPONSE:
The Company has included a description of the jury trial provision in the Risk Factors section of the offering circular on page 27.

Voting
Control is in the hands of a few large stockholders, page 27

 5. Identify
                                            the stockholders who individually, or together as a group, have voting control and quantify
                                            their percentage ownership on an as converted basis.

RESPONSE:
The Company has identified the stockholders who individually, or together as a group, have voting control and qualified their percentage
ownership on an as converted basis.

Series
A Preferred Stock issued to an investor with certain preferential rights, upon conversion thereof, will cause dilution …, page
28

 6. Please
                                            revise the risk factor discussion and “Series B Preferred Stock issued to an investor...”
                                            to clarify how many shares will be issued upon conversion of the Series A Preferred Stock
                                            and the Series B preferred Stock, and that the Company currently has sufficient authorized
                                            shares of common stock to satisfy such conversion.

RESPONSE:
The Company has revised the risk factor discussion and “Series B Preferred Stock issued to an investor…” to clarify
how many shares will be issued upon conversion of the Series A Preferred Stock and the Series B Preferred Stock, and that the Company
currently has sufficient authorized shares of common stock to satisfy such conversion. Please see page 28 of the Offering Circular.

Plan
of Distribution

Forum
Selection Provision, page 34

 7. We
                                            note your disclosure that the subscription agreement that investors will execute in connection
                                            with the offering includes a forum selection provision that requires any claims against your
                                            company based on the agreement to be brought in a state or federal court in Nevada. However,
                                            we note that Section 6 of the Common Stock Subscription Agreement specifies that while the
                                            Subscription Agreement shall be governed and construed in accordance with the laws of the
                                            Nevada, that the subscriber and you consent to the jurisdiction of any state or federal court
                                            within California. Please update your disclosure accordingly or otherwise advise.

RESPONSE:
The Company has updated the Forum Selection Provision and Common Stock Subscription Agreement to clarify that the subscriber and the
Company consent to the jurisdiction of any state or federal court within Nevada.

Use
of Proceeds to Issuer, page 35

 8. Please
                                            state whether or not offering proceeds will be used to compensate or otherwise make payments
                                            to your officers or directors. Refer to Item 6, Instruction 2 of Form 1-A (Part II).

RESPONSE:
The Company has clarified that offering proceeds will be used to compensate or otherwise make payments to its officers or directors.

 9. Please
                                            explain how you intend to allocate your proceeds across your ongoing projects. Additionally,
                                            describe any anticipated material changes in the use of proceeds if all of the securities
                                            being qualified on the offering statement are not sold. Refer to Item 6, Instruction 3 of
                                            Form 1-A (Part II). For example, to the extent less than all of the securities being qualified
                                            are sold, explain how you will adjust the conduct of your operations. If you will focus on
                                            one or two candidates at the expense of other(s), please identify the candidate(s) you intend
                                            to prioritize.

RESPONSE:
The Company has explained how it intends to allocate its proceeds across its ongoing projects, and added a description of all anticipated
material changes in the use of proceeds if all of the securities being qualified on the offering statement are not sold.

Intellectual
Property, page 49

 10. Please
                                            revise to include a current description of your intellectual property portfolio on page 50.
                                            In this regard, we note on page 36 that you subsequently filed an international patent application
                                            PCT) in 2022. In addition, for each material patent application, filed by you or UCLA, please
                                            describe the type of patent protection, such as composition of matter, use or process, and
                                            expected expiration dates.

RESPONSE:
The Company has revised to include a current description of its intellectual property portfolio on page 50. For each material patent
application, filed by either the Company or UCLA, the Company has included a description of the type of patent protection, such as composition
of matter, use or process, and expected expiration dates.

License,
Royalty and Collaboration Agreements

Sponsored
Research Agreement between the Company and The Regents of The University of California, page 50

 11. We
                                            note your heading “License, Royalty and Collaboration Agreements.” However, all
                                            of your agreements appear to be research agreements. Please describe your material license,
                                            royalty and collaboration agreements or revise your heading to clarify that all of your material
                                            agreements are research agreements.

RESPONSE
:We have revised our heading to clarify that all of our material agreements are research agreements, and have retitled this section.

 12. With
                                            respect to the Sponsored Research Agreements, please clarify the following:

● What
is the current status of the 24-month research program with Regents? We note your disclosure indicates the agreement was entered
into in July 2022, and the program “will be” conducted at UCLA and “commenced” on July 15, 2022. Please
revise to clarify.

●
What is the the current status of the 12-month research program entered into on May 12, 2021? We note your disclosure that is a 12 month
program, that it “commenced” on May 12, 2021, that it “will” focus on developing immunotherapies, etc. Please
revise your disclosure accordingly.

●
Clarify which Research Agreement the $574,501 related to and if the entire amount has been paid. If a similar funding requirement
exists with respect to the other Research Agreement with Regent, please disclose this information.

●
To the extent the agreements provide for additional payments in the event that Regents achieves certain milestones, please disclose this
information and quantify the maximum amounts payable under each agreement.

●
With respect to a “Subject Invention,” please clarify which agreement this disclosure relates to and whether you are conducting
separate research in this area. If not, clarify that it is expected that Regents will have sole ownership of all rights to “Subject
Inventions” because Regents is conducting the research and you will have the first right to negotiate an option or license. Alternatively,
describe the research you are conducting. Provide similar information with respect to the other Research Agreement.

●
To the extent that the Research Agreements have been extended, terminated or expired, please clarify.

RESPONSE:
We have revised the Offering Circular to address your questions regarding the Sponsored Research Agreements; please see the revisions
on pages 49-50 of the Offering Circular., the Company has clarified the following:

Security
Ownership of Management and Certain Security Holders, page 60

 13. Please
                                            include the ownership of Bountiful Capital, LLC in the table and identify the individual(s)
                                            with voting and investment control of the shares held by Bountiful.

RESPONSE:
The Company has included the ownership of Bountiful Capital, LLC in the table and identified the individual(s) with voting and investment
control of the shares held by Bountiful.

Notes
to Financial Statements

Note
6 – Mezzanine, page F-27

 14. The
                                            conversion ratio of the Series A Preferred Stock disclosed here does not agree with the conversion
                                            ratio disclosed on page 63 due to the reverse split of January 24, 2022. Please revise or
                                            advise.

RESPONSE:
The Company has updated the conversion ratios on the Series A Preferred Stock and on page 63 to agree with each other.

Thank
you for your assistance and review. Please contact our legal counsel, Callie Jones, at 801-303-5721 with further comments or questions.

Sincerely,

    CancerVax,
    Inc.

    /s/
    Byron Elton

    Byron
    Elton

    CEO,
    President and Director