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CORRESP
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filename1.htm

March
11, 2024

United
States Securities and Exchange Commission

Attn:
Gary Newberry and Daniel Gordon

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    CancerVax,
    Inc.

    Amendment
    No. 1 to Offering Statement on Form 1-A Filed February 14, 2024

    File
    No. 024-12369

Ladies
and Gentlemen:

We
are in receipt of your letter dated March 1, 2024. We have prepared the below responses to your comments and have also amended the Amendment
No. 1 Offering Statement on Form 1-A for CancerVax, Inc. (“CancerVax” or the “Company”), as indicated.

Amendment
No. 1 to Offering Statement on Form 1-A Summary, page 3

1. We
                                            note your disclosure on page 4 indicating that Bountiful Capital LLC can waive
                                            the beneficial ownership limitation. Please tell us which provision Series B Securities Purchase
                                            Agreement allow Bountiful Capital to waive this limitation. Please revise your risk factor
                                            titled “Series B Preferred Stock issued to an investor with certain preferential rights...”
                                            on page 28 to conform to the limitation provision provided in the Certificate of Designation
                                            or provide further explanation as to why you believe it is currently correct.

Response:
We have revised this description to clarify that only Series A Preferred Stock has a provision allowing the shareholder to waive the
beneficial ownership limitation.

Securities
and

Exchange
Commission

March
11, 2024

Page 2

Plan
of Distribution

Forum Selection Provision, page 34

2. We
                                            note your response to comment 7 and re-issue. 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, and Please
                                            update your disclosure accordingly or otherwise advise.

Response:
The Subscription Agreement has been amended to reflect the both the jurisdiction and choice of law of Nevada for any
causes of action, as intended by the Company.

Use
of Proceeds to Issuer, page 35

3. We
                                            note your response to comment 8 and re-issue in part. Please state whether or not offering
                                            proceeds will be used to compensate or otherwise make payments to your directors. Refer to
                                            Item 6, Instruction 2 of Form 1-A (Part II).

Response:
We have updated the Offering Circular to clarify that proceeds will be used to compensate directors, as well as employees and officers.

4. We
                                            note your response to comment 9 and re-issue. Please provide more granularity regarding the
                                            use of proceeds for the research and development at UCLA, namely, identifying the specific
                                            product candidate(s) relating to this allocation. In addition, if you will focus on one or
                                            two candidates at the expense of other(s) in the event that fewer securities are sold than
                                            are qualified, please identify the candidate(s) you intend to prioritize. Refer to Item 6,
                                            Instruction 3 of Form 1-A (Part II).

Response:
We have updated the Offering Circular to show that as of February 1, 2022, the Company has paid the entire amount of $574,501 to
UCLA for the First Sponsored Research Agreement. Securities sold by the Company through this Regulation A+ Offering will be used to
pay for research under the Second Sponsored Research Agreement. If fewer securities are sold than are qualified, the Company will
allocate as much funding as possible to the Universal Cancer Vaccine Platform as being researched in the Second Sponsored Research Agreement, and less resources on the Universal CAR-T Cell Platform, also being research in the Second Sponsored Research Agreement, The Company believes that the
Universal Cancer Vaccine Platform has the greatest opportunity to help the most amount of people.

Research
Agreements, page 50

5. We
                                            note your response to comment 12 and re-issue in part. Please disclose whether the $574,501
                                            in relation to UCLA Case No. 2021-146 has been paid. In addition, please clarify, if true,
                                            that “discovers” refers to “discoveries” in relation to the disclosure
                                            on page 50 that “each party will have sole ownership of all rights to patentable developments
                                            or discovers first conceived and actually reduced to practice in the performance of the research
                                            under the Research Agreement.”

Response:
Thank you for this comment. We have updated the Offering Circular universally to clarify that as of February 1, 2022, the Company
made the final payment to UCLA for Case No. 2021-146 in which the entire agreed upon amount of $574,501 was paid. This has been clarified
on page 50 and page F-29. Additionally, it is correct that “Pursuant to the terms of the Research Agreement, each party will have
sole ownership of all rights to patentable developments or discoveries first conceived and actually reduced to practice in the
performance of the research under the Research Agreement (a “Subject Invention”) invented solely by that party’s respective
personnel.”

Securities and

Exchange Commission

March
11, 2024

Page 3

Part
III

Index
to Exhibits, page 65

6. Please
                                            ensure that the Exhibits have accurate titles. In this regard, we note that the titles of
                                            Exhibits 10.5, 10.6 and 3.6 do not appear to correspond with the information in the Exhibits.

Response:
Thank you for this comment. Exhibits have all been refiled and attached with this Form 1-A/A for convenience of review
with titles updated to accurately reflect their contents.

7. Please
                                            file the Series B Securities Purchase Agreement. We note that you have indicated that it
                                            is filed as exhibit 3.6. However, Exhibit 3.6 is the Certificate of Designation of Series
                                            B Preferred Stock.

Response:
Exhibits have been refiled with titles updated to accurately reflect their contents. We have filed the Subscription Agreement
for the Series B Preferred Stock as Ex. 3.6.

8. If
                                            you have entered into a new employment agreement with Mr. Elton relating to his new position
                                            as CEO, please file this employment agreement as an exhibit to your offering statement.

Response:
We have not entered into a new employment agreement with Mr. Elton but have refiled his original employment agreement that is still
in effect.

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
    and Director