SecProbe.io

November 19, 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.
Amendment No. 1 to the Offering Statement on Form 1-A
Filed November 7, 2024
File No. 024-12511
Dear Robert Lewis:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our October 23, 2024 letter.
Amendment No. 1 to the Offering Statement on Form 1-A
Risk Factors, page 4
1.We note your disclosure on page 29 that Mr. Lewis and Mr. Cogley serve as executive
officers on a part-time basis. Please include risk factor disclosure discussing their
other business activities and the potential conflicts of interest that exist in relation to
those other activities.
Dilution, page 17
2.Please revise to indicate that you had a net tangible deficit, not book value, as of June
30, 2024 and revise the line item description in the dilution table. In addition, please
tell us how you calculated the as adjusted net tangible book value per share after the
offering of $0.86.

November 19, 2024
Page 2
Business, page 21
3.We note the disclosure that was added with respect to the product candidate
evencaleucel. Please further revise your disclosure to disclose where and when the
Phase I clinical trial was conducted, who conducted the trial, how many patients were
enrolled in the study and whether you have an active IND with the FDA. Please also
disclose how you obtained the rights to develop evencaleucel and the steps necessary
to complete development.
4.We note your response to prior comment number 14. Please also disclose the total
number of persons employed by the company and indicate the number employed full
time.
Patents, page 22
5.We note your response to prior comment number 25. Please clarify your rights with
respect to the patents owned by Cellprotect Nordic Pharmaceuticals AB. Please also
clearly identify the expiration dates and describe the type of patent protection for the
patents described in this section.
Liquidity and Capital Resources, page 28
6.We acknowledge your revised disclosures in response to prior comment 18. Please
revise your disclosures to include a discussion of your specific obligations including
the long term note payable.
Directors and Executive Officers, page 29
7.Please revise your disclosure regarding the backgrounds of Robert Lewis, Brian
Cogley, Bruce Cassidy and Martin Lewis to state, if true, that each of these
individuals holds a role with Jabez Biosciences, Inc. Please also identify the the
companies for which Mr. Lewis serves as a director.
Signatures, page 39
8.Please revise your signature page to identify your principal executive officer.
Exhibits
9.We re-issue prior comment number 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.
10.We note the opinion provided by counsel opines that when issued and delivered
against payment for subscriptions related thereto the shares will be "freely trading."
Please tell us the basis for this opinion or have counsel remove it from the exhibit.

November 19, 2024
Page 3
            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