SecProbe.io

October 23, 2024
Robert Lewis
President, Chief Executive Officer and Director
NӦK Therapeutics, Inc.
1452 N. US HWY 1, Suite 123
Ormond Beach, FL 32174
Re:NӦK Therapeutics, Inc.
Offering Statement on Form 1-A
Filed September 26, 2024
File No. 024-12511
Dear Robert Lewis:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Offering Statement on Form 1-A
Cover Page
1.Please revise the cover page to remove the description of your business that appears in
the second and third paragraphs. Please further revise the cover page to include:
•the format the offering circular is meant to follow, as required by Part II(a)(1) of
Form 1-A;
•the legend required by Rule 254(a) of Regulation A, pursuant to Part II(a)(4) of
Form 1-A;
•the date of the offering circular, pursuant to Item 1(c) of Part II of Form 1-A;
•a cross reference to “Description of Capital.” Refer to Part II, Item 1(d) of Form
1-A;
•any arrangements to place the funds received in an escrow, trust or similar
arrangement, pursuant to Item 1(e) of Part II of Form 1-A; and
•the approximate date of commencement of the proposed sale to the public,
pursuant to Item 1(i) of Part II of Form 1-A.

October 23, 2024
Page 2
Summary, page 1
2.We note your statement that you are a clinical-stage biotechnology company. Please
disclose the product candidates you are pursuing and include a discussion of any
development activities conducted to date, the current development status of your
product candidates and the indications you are targeting.
Risk Factors, page 4
3.Several of your risk factors appear broad and generic. As a general rule, a risk factor
is probably too generic if it is readily transferable to other offering documents or
describes circumstances or factual situations that are equally applicable to other
similarly situated businesses. Please revise your risk factors as appropriate to ensure
they are specific to your circumstances.
4.We note your disclosure on page 3 that "[t]here is no guarantee that the Shares will be
publicly listed or quoted or that a market will develop for them." Please include a risk
factor discussing any potential risks associated with there being "no guarantee that the
Shares will be publicly listed or quoted or that a market will develop for them."
The Company faces significant competition, page 4
5.Please provide the basis for your belief that you are well-positioned to be the market
leader in your industry or remove this assertion.
The Company's founders, directors and executive officers own or control a majority of the
Company, page 5
6.Please quantify the amount of shares owned by the founders, directors and executive
officers who own or control a majority of the Company.
Cautionary Note Regarding Forward-Looking Statements, page 10
7.We note your disclosure that "neither [you] nor any other person assumes
responsibility for the accuracy or completeness of any of these forward-looking
statements." Please delete this statement as you may not disclaim responsibility for
disclosure in the offering statement.
Dilution, page 11
8.Please revise the Dilution section to quantify the disparity between the public
contribution and the effective cash cost to existing shareholders. Refer to the
instructions to Form 1-A, Item 4. Dilution.
Plan of Distribution, page 11
9.Please describe any arrangements for the return of funds to subscribers if all of the
securities to be offered are not sold. If there is no such arrangement, please so state.
Refer to Item 5(e) for guidance.
Use of Proceeds, page 11
As this is a best-efforts offering with no minimum investment required, please revise
the use of proceeds information to include a sensitivity analysis reflecting varying 10.

October 23, 2024
Page 3
amounts of possible sales (e.g., 25%, 50%, 75%), to supplement the current 100%
presentation. As part of that disclosure, discuss the intended uses for the proceeds and
quantify the approximate amount intended to be used for each such purpose.
Business, page 14
11.Please include information in this section about the product candidates you are
pursuing, including, for example only, the mechanism of action of your product
candidates, the current stage of development, any prior material preclinical studies
and results and any regulatory submissions or filings made to date.
12.Please revise this section to include a description of the clinical trials you are
conducting for your product candidates that are in clinical development. Please
provide specific details, parameters and results, including, to the extent applicable:
•dates of trials and locations;
•trial design;
•patient information (e.g., number of patients enrolled and treated and the criteria
for participation in the study);
•duration of treatment and dosage information;
•primary and secondary endpoints; and
•discussion of results, including adverse events and serious adverse events, if any.
13.Please update your disclosure to include a discussion of the regulatory landscape for
your products and any required regulatory compliance efforts.
14.Please revise to identify the renowned NK cell experts who form a part of your team.
Please also disclose the total number of persons employed by the company and
indicate the number employed full time.
Intellectual Property, page 14
15.For each material patent, please describe the type of patent protection such
as composition of matter, use or process; patent expiration dates and expected
expiration dates for pending patent applications; and the identification of all
applicable jurisdictions where patents are granted or patent applications are pending.
16.Please revise to describe the material terms of the patent transfer and assignment
agreement with the bankruptcy estate of XNK Therapeutics AB. In your revisions,
please quantify all payments made to date, describe any applicable royalty provisions
and disclose any applicable expiration or termination provisions.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the period from inception (May 22, 2024) to June 30, 2024
(audited), page 16
You disclose that the company incurred $162,500 in general and administrative
expenses for the period from inception to June 30, 2024. However, the table on page
17 shows that the majority of the $162,500 in expenses relate to research and
development expense, rather than general administrative expense. Please revise your
disclosure to separately quantify and explain the nature of the research and 17.

October 23, 2024
Page 4
development expenses.
Liquidity and Capital Resources, page 18
18.Please expand your discussion to provide information about your liquidity (both short
and long term), including a description and evaluation of the internal and external
sources of liquidity and a brief discussion of any material unused sources of liquidity.
Discuss any material deficiency in liquidity and state the course of action that you
have taken or propose to take to remedy the deficiency. Include a statement indicating
whether, in the company’s opinion, the proceeds from the offering will satisfy your
cash requirements or whether you anticipate it will be necessary to raise additional
funds in the next six months to implement your plan of operations. Refer to Items 9(b)
and (c) of the Offering Circular in Part II of Form 1-A.
Directors, Executive Officers, and Significant Employees, page 19
19.We note the disclosure that directors are elected annually at the annual meeting. We
also note that Section 2.06 of the bylaws indicates the initial board members are
serving a three-year term. Please revise this section to clarify the term of office for the
current directors.
20.Please include the principal occupations and employment during the past five years
for Robert Lewis and the name and principal business of any corporation or other
organization in which such occupations and employment were carried on. See Item
10(c) of Form 1-A.
21.We note your disclosure that your Chief Financial Officer and Director, Brian Cogley,
became the Chief Financial Officer of Coeptis Therapeutics Holdings, Inc. in May
2023. Please clarify your disclosure here to explain whether Mr. Cogley is currently
serving in this role for Coeptis Therapeutics Holdings, Inc. and clarify whether Mr.
Cogley is working part-time in his role as Chief Financial Officer for the Company. If
Mr. Cogley is working part-time in his role with N ӦK Therapeutics, please revise
your disclosure to indicate approximately the average number of hours per week or
month he works or is anticipated to work for the Company. To the extent any of your
other executive officers or significant employees are working part-time for the
Company, please indicate that average numbers per week or month such officers or
employees work or are anticipated to work.
Security Ownership of Management and Certain Securityholders, page 22
22.Please revise your disclosure here to include all of the information required by Item
12 of Form 1-A.
Description of Capital, page 23
23.Please revise your disclosure here to include all of the information required by Item
14 of Form 1-A.
Additional Information, page 25
24.The SEC no longer maintains a public reference room where filings can be inspected
and copied by the public. Please revise the disclosure in this section accordingly.

October 23, 2024
Page 5
Signatures, page 27
25.Please revise your signature page to conform to the requirements of Instruction 1 to
the Signatures section of Form 1-A. In this regard, please separately identify and
include the signatures for your principal executive officer, principal financial
officer and principal accounting officer.
Exhibits
26.Please file the form of subscription agreement for the offering and the unsecured note
agreement with GoLabs Research and Development LLC as exhibits to the offering
statement.
27.Please have counsel revise the legality opinion to opine on whether the shares to be
issued by the company will be fully paid and non-assessable.
            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.
            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 Vanessa Robertson at 202-551-3649 or Lynn Dicker at 202-551-3616
if you have questions regarding comments on the financial statements and related
matters. Please contact Chris Edwards at 202-551-6761 or Alan Campbell at 202-551-4224
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jim Byrd