CORRESP Filing
Nasus Pharma Ltd
Date: Aug. 7, 2025 · CIK: 0002029039 · Accession: 0001493152-25-011715
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288582
Letter
Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Re: Nasus Pharma Ltd. (the "Company," "we," "our" and similar terminology) Amendment No. 1 to Registration Statement on Form F-1 Filed July 28, 2025 File No. 333-288582
Dear Sirs,
The purpose of this letter is to respond to the comment letter of August 6, 2025, received from the staff (the "Staff") of the U.S. Securities and Exchange Commission regarding the above-mentioned Registration Statement on Form F-1. For your convenience, your original comments appear in bold text, followed by our response. We are concurrently filing Amendment No. 2 to the Registration Statement on Form F-1 ("Amendment No. 2").
Page references in our responses are to Amendment No. 2. Unless otherwise stated, any defined terms in Amendment No. 2 apply within this letter.
Amendment No. 1 to Registration Statement on Form F-1
Prospectus Summary
Our Company, page 1
1. Please revise under this heading and your Business section where appropriate to disclose whether you have filed INDs with the FDA for the clinical trials of NS001 and NS002. If so, disclose the date each IND was filed and whether they are still active.
Response : In response to the Staff's comment, we have revised the disclosure on pages 1, 2, 68 and 77 of Amendment No. 2 to reflect that we have not filed INDs for either of our clinical trials of NS001 and NS002 and we intend to file an IND for our clinical trial of NS002 in the third quarter of 2026.
Report of Independent Registered Public Accounting Firm, page F-3
2. Please ensure that your independent registered public accounting firm finalizes its report prior to effectiveness.
Response : In response to the Staff's comment, we have revised the disclosure on page F-1 of Amendment No. 2 to include the finalized report from our independent registered public accounting firm.
Exhibits
3. Please provide a finalized and currently dated consent from your independent registered public accounting firm prior to effectiveness.
Response : In response to the Staff's comment, we have provided a finalized and currently dated consent from our independent registered public accounting firm filed as Exhibit 23.1 to Amendment No. 2.
Exhibits
4. Please revise your legal opinions filed as Exhibits 5.1 and 5.2 to opine on the volume of securities being registered.
Response : The Company acknowledges the Staff's comment. However, as discussed with the Staff, the Company has calculated the registration fee based on Rule 457(o) under the Securities Act of 1933, as amended ("Rule 457(o)"). As discussed with the Staff, the legal opinions filed as Exhibits 5.1 and 5.2 properly refer to the proposed maximum aggregate offering price calculated pursuant to Rule 457(o).
If you have any questions or require additional information, please contact our attorneys Eric Victorson, Esq. at (212) 660-3092 or Oded Har-Even, Esq. at (212) 660-5002, each of Sullivan & Worcester LLP.
Sincerely,
Nasus Pharma Ltd .
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CORRESP
1
filename1.htm
Nasus
pharma ltd.
Yigal
Alon 65
Tel
Aviv, 6744317, Israel
August
7, 2025
Via
EDGAR
Daniel
Crawford
Alan
Campbell
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Life Sciences
100
F Street, NE
Washington,
DC 20549
Re:
Nasus
Pharma Ltd. (the "Company," "we," "our" and similar terminology)
Amendment
No. 1 to Registration Statement on Form F-1
Filed
July 28, 2025
File
No. 333-288582
Dear
Sirs,
The
purpose of this letter is to respond to the comment letter of August 6, 2025, received from the staff (the "Staff") of the
U.S. Securities and Exchange Commission regarding the above-mentioned Registration Statement on Form F-1. For your convenience, your
original comments appear in bold text, followed by our response. We are concurrently filing Amendment No. 2 to the Registration Statement
on Form F-1 ("Amendment No. 2").
Page
references in our responses are to Amendment No. 2. Unless otherwise stated, any defined terms in Amendment No. 2 apply within this letter.
Amendment
No. 1 to Registration Statement on Form F-1
Prospectus
Summary
Our
Company, page 1
1.
Please
revise under this heading and your Business section where appropriate to disclose whether you have filed INDs with the FDA for the
clinical trials of NS001 and NS002. If so, disclose the date each IND was filed and whether they are still active.
Response :
In response to the Staff's comment, we have revised the disclosure on pages 1, 2, 68 and 77 of Amendment No. 2 to reflect
that we have not filed INDs for either of our clinical trials of NS001 and NS002 and we intend to file an IND for our clinical trial
of NS002 in the third quarter of 2026.
Report
of Independent Registered Public Accounting Firm, page F-3
2.
Please
ensure that your independent registered public accounting firm finalizes its report prior to effectiveness.
Response :
In response to the Staff's comment, we have revised the disclosure on page F-1 of Amendment No. 2 to include the finalized
report from our independent registered public accounting firm.
Exhibits
3.
Please
provide a finalized and currently dated consent from your independent registered public accounting firm prior to effectiveness.
Response :
In response to the Staff's comment, we have provided a finalized and currently dated consent from our independent registered public
accounting firm filed as Exhibit 23.1 to Amendment No. 2.
Exhibits
4.
Please
revise your legal opinions filed as Exhibits 5.1 and 5.2 to opine on the volume of securities being registered.
Response :
The Company acknowledges the Staff's comment. However, as discussed with the Staff, the Company has calculated the registration
fee based on Rule 457(o) under the Securities Act of 1933, as amended ("Rule 457(o)"). As discussed with the Staff, the legal
opinions filed as Exhibits 5.1 and 5.2 properly refer to the proposed maximum aggregate offering price calculated pursuant to Rule 457(o).
If
you have any questions or require additional information, please contact our attorneys Eric Victorson, Esq. at (212) 660-3092 or Oded
Har-Even, Esq. at (212) 660-5002, each of Sullivan & Worcester LLP.
Sincerely,
Nasus Pharma Ltd .
By:
/s/
Udi Gilboa
Executive
Chairman