SecProbe.io

September 25, 2025
James Bianco
Chief Executive Officer
TuHURA Biosciences, Inc.
10500 University Center Drive, Suite 110
Tampa, FL 33612
Re:TuHURA Biosciences, Inc.
Draft Registration Statement on Form S-1
Submitted September 22, 2025
CIK No. 0001498382
Dear James Bianco:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Curt P. Creely, Esq.

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 TUHURA BIOSCIENCES, INC.
 10500 University Center Drive, Suite 110
 Tampa, FL 33612
 September 24, 2025 VIA EDGAR SUBMISSION
 Securities and Exchange Commission Division of
Corporation Finance Office of Life Sciences 100 F Street,
NE Washington, D.C. 20549

 Re:
 REQUEST FOR ACCELERATION OF EFFECTIVENESS
 TuHURA Biosciences, Inc.
 Registration Statement on Form S-1
 File No. 333-289532
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced registration statement to Friday, September 26, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is
practicable. Thank you for your assistance. The Registrant respectfully requests that you notify Curt Creely of Foley & Lardner
LLC of such effectiveness by a telephone call to (813) 225-4122.

 Very truly yours,

 TUHURA BIOSCIENCES, INC.

 By:

 /s/ James Bianco

 Name:

 James A. Bianco, M.D.

 Title:

 Chief Executive Officer

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 CORRESP

 September 18, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance, Office of Life Sciences
 100 F Street, NE Washington, DC 20549

 Attention:
 Tyler Howes

  
 Tim Buchmiller

 Re:
 TuHURA Biosciences, Inc.

  
 Registration Statement on Form S-1

  
 Response dated August 15, 2025

  
 File No. 333-289532
 Ladies and Gentlemen: This letter is submitted on behalf of
TuHURA Biosciences, Inc., a Nevada corporation (the “ Company ” or “ TuHURA ”), in response to the comment letter dated August 28, 2025 (the “ Comment Letter ”) of the staff of the Division of
Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) with respect to the Company’s response letter to the Commission dated August 25, 2025, relating to
the Company’s Registration Statement on Form S-1 (File No: 333-289532), initially filed with the Commission on August 12, 2025 (the
“ Registration Statement ”). The Company is submitting the accompanying Amendment No. 1 to the Registration Statement in response to the Comment Letter.
 For reference purposes, the text of the Comment Letter has been reproduced herein with our response below the comment. For your convenience, we have
italicized the reproduced Staff comment from the Comment Letter. Registration Statement on Form S-1
 General

 1.
 We have evaluated your response and continue to note that the $3.7 million tranche is required to be
purchased and funded on or before December 31, 2025. Please expand the analysis in your response to address how this would comply with the portion of Securities Act Sections Compliance and Disclosure Interpretations Question 139.11 which
indicates that the closing of the private placement of the unissued securities must occur within a “short time” after the effectiveness of the resale registration statement. If the closing of this tranche will not occur within a short
time after the anticipated effectiveness of this registration statement, please revise your registration statement as appropriate.
 RESPONSE : The Company respectfully advises the Staff
that the Company and each of the four investors, consisting of Pranabio Investments LLC (“Pranabio”), Garden Street House LLC (“Garden Street”), Thomas C. Mollick (“Mollick”), and Matthew Nachtrab
(“Nachtrab”, and together with Pranabio, Garden Street and Mollick, each, a “Deferral Investor”), who agreed at the closing of the Company’s private placement to fund and purchase their respective remaining portion of
the final $3.7 million tranche before December 31, 2025 (the “Final Tranche Offering Amount”) pursuant to the terms of the securities purchase agreement, dated as of June 2, 2025 (the “SPA”), have subsequently
entered into an agreement (each, a “Closing Agreement”) on September 5, 2025 pursuant to which each Deferral Investor agreed to immediately purchase an aggregate of $3.2 million of the Final Tranche Offering Amount in exchange
for the Company’s agreement, set forth in a warrant amendment agreement between the Company and each Deferral Investor, to extend the expiration dates of certain warrants to purchase an aggregate of

 U.S. Securities and Exchange Commission
 September 18, 2025 Page
 2

1.5 million shares of the Company’s common stock that were issued by the Company’s predecessor in a 2024 private placement of convertible notes. The entry into these agreements
was reported in the Company’s Form 8-K filed on September 11, 2025, and is disclosed in the Registration Statement filed herewith.
 As specifically set forth in Pranabio’s and Garden Street’s Closing Agreement, each of Pranabio and Garden Street agreed to purchase (and did
purchase) 181,134 shares of its Final Tranche Offering Amount on September 5, 2025, and further agreed to purchase the remaining 45,284 shares (the “Committed Shares”) and an equal number of warrants to purchase common stock (the
“Committed Warrants”) within five business days after the Commission declares effective the Company’s Registration Statement. However, subsequent to the Closing Agreement and prior to the date hereof, Pranabio and Garden
Street did end up purchasing all remaining Committed Shares, and, accordingly, the Company is eligible to register for resale the Committed Shares and the shares of common stock underlying the Committed Warrants.
 Additionally, each of Nachtrab and Mollick entered into a Closing Agreement on September 5, 2025, whereby (A) (i) Nachtrab purchased 452,832
shares in his Final Tranche Offering Amount, and (ii) agreed to purchase the remaining 113,208 shares in his Final Tranche Offering Amount on or before December 31, 2025 (the “Nachtrab Remaining Shares”), and (B) Mollick
purchased 301,885 shares in his Final Tranche Offering Amount, and (ii) agreed to purchase the remaining 75,472 shares in his Final Tranche Offering Amount on or before December 31, 2025 (the “Mollick Remaining Shares”, and
together with the Nachtrab Remaining Shares, the “Remaining Shares”). Importantly, both Nachtrab and Mollick agreed in their Closing Agreement that the Company will not be required to register for resale their respective Remaining Shares
or the equal number of warrants to purchase common stock (the “Remaining Warrant Shares”) to be issued at the time of purchase of the Remaining Shares pursuant to the SPA. In connection with the foregoing, the Company advises the Staff
that, in Amendment No. 1 to the Registration Statement, the Company has removed from the Registration Statement the Remaining Shares and the shares of common stock underlying the Remaining Warrant Shares that will not be sold within a short
time after the effectiveness of the Registration Statement. ***

 U.S. Securities and Exchange Commission
 September 18, 2025 Page
 3

 We thank the Staff for its review of the foregoing and the Registration Statement. Should any member of the
Staff of the Commission have any questions or comments with respect to the foregoing, please contact me at (813) 225-4122 or via email at ccreely@foley.com.

 Very truly yours,

 /s/ Curt P. Creely

 Curt P. Creely

 Foley & Lardner LLP

 cc:
 James A. Bianco, M.D., TuHURA Biosciences, Inc.

  
 Dan Dearborn, TuHURA Biosciences, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 28, 2025

James Bianco
Chief Executive Officer
TuHURA Biosciences, Inc.
10500 University Center Drive, Suite 110
Tampa, FL 33612

 Re: TuHURA Biosciences, Inc.
 Registration Statement on Form S-1
 Response dated August 25, 2025
 File No. 333-289532
Dear James Bianco:

 We have reviewed your August 25, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter by amending your registration 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 registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. We have evaluated your response and continue to note that the $3.7
million tranche is
 required to be purchased and funded on or before December 31, 2025.
Please expand
 the analysis in your response to address how this would comply with the
portion
 of Securities Act Sections Compliance and Disclosure Interpretations
Question 139.11
 which indicates that the closing of the private placement of the
unissued securities
 must occur within a "short time" after the effectiveness of the resale
registration
 statement. If the closing of this tranche will not occur within a short
time after the
 anticipated effectiveness of this registration statement, please revise
your registration
 statement as appropriate.
 August 28, 2025
Page 2

 Please contact Tyler Howes at 202-551-3370 or Tim Buchmiller at
202-551-3635
with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Curt P. Creely, Esq.
</TEXT>
</DOCUMENT>

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 100 N TAMPA ST SUITE 2700
 TAMPA, FL 33602-5810 813.229.2300 TEL
 813.221.4210 FAX FOLEY.COM
 August 25, 2025 VIA
EDGAR United States Securities and Exchange Commission
 Division of Corporation Finance, Office of Life Sciences 100 F
Street, NE Washington, DC 20549

 Attention:
 Tyler Howes

  
 Tim Buchmiller

 Re:
 TuHURA Biosciences, Inc.
 Registration Statement on Form S-1
 Filed August 12, 2025
 File No. 333-289532
 Ladies and Gentlemen: This letter is submitted on behalf of
TuHURA Biosciences, Inc., a Nevada corporation (the “ Company ” or “ TuHURA ”), in response to the comments of the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities
and Exchange Commission (the “ Commission ”) with respect to the Company’s Registration Statement on Form S-1 (File No: 333-289532), initially
filed on August 12, 2025 (the “ Registration Statement ”), as set forth in the Staff’s letter dated August 20, 2025 (the “ Comment Letter ”).
 For reference purposes, the text of the Comment Letter has been reproduced herein with our response below the comment. For your convenience, we have
italicized the reproduced Staff comment from the Comment Letter. Registration Statement on Form S-1
 General

 1.
 We note that you are registering certain securities for resale that you have agreed to
issue in connection with a private placement for an aggregate offering price of $12.6 million. We also note that of the $12.6 million offering, $8.9 million was purchased in
four equal tranches with the remaining $3.7 million required to be purchased and funded by December 31, 2025. Please provide us with your analysis as to how you are eligible to register the resale of the
$3.7 million worth of securities that have not yet been issued in this private placement or otherwise advise. Refer to Securities Act Sections Compliance and Disclosure Interpretations Question 139.11 for guidance.
 RESPONSE : The Company has reviewed Securities Act Sections Compliance and Disclosure Interpretation Question 139.11
(“C&DI 139.11”) and respectfully submits that the offering of the $3.7 million worth of securities that are required to be purchased and funded by December 31, 2025 satisfies the requirements set forth in C&DI 139.11,
for the reasons outlined below. C&DI 139.11 provides, in pertinent part, that in a PIPE transaction, “a company will be permitted to register
the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at
market risk at the time of filing of the resale registration statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the
time of effectiveness of the resale registration statement or at any subsequent date.”

 U.S. Securities and Exchange Commission
 August 25, 2025 Page
 2

 In the case of the Company’s recently closed private placement, the investors that agreed to invest an
aggregate of $4 million or more in the private placement were given the option to elect to defer a portion of such investor’s purchase of shares of common stock and warrants to December 31, 2025 (the “Deferred
Securities”). In contrast to the type of transactions contemplated by C&DI 139.11, the Company’s private placement is actually, rather than constructively, complete and closed prior to the filing of the Registration Statement. The
investors are irrevocably and unconditionally bound to purchase the Deferred Securities on or before December 31, 2025 pursuant to the terms of the Securities Purchase Agreement entered into with the Company, dated June 2, 2025 (the
“SPA”). Pursuant to the SPA, the number of securities offered and sold are not subject to any adjustment, nor is the purchase price for such Deferred Securities subject to adjustment, following the execution of the SPA. The combined
effective offering price for each share of common stock and accompanying warrant was $2.65. The terms of the warrants provide that the exercise price is set at $3.3125 per share (subject to customary adjustments for splits, dividends etc.). In
addition to the irrevocable agreement to purchase the Deferred Securities on or before December 31, 2025, we note that such investors also participated and funded their respective investment in the first four tranches of the Company’s
private placement, each in accordance with the terms of the SPA. There are no conditions relating to the market price of the Company’s securities or such investor’s satisfactory completion of its due diligence on the Company that are
applicable to the investors’ obligation to purchase the Deferred Securities. In accordance with the above-referenced guidance, the Company respectfully notes that there are no conditions in the SPA relating to the issuance of the Deferred
Securities that are within an investor’s control or that such investor can cause not to be satisfied. Moreover, because all of the economic terms
of the Deferred Securities were fixed in the SPA as of June 2, 2025, and because the investors are irrevocably obligated to purchase the Deferred Securities on or before December 31, 2025, the investors bore full market risk of their
investment at the time of the filing of the Registration Statement. The economic terms of the Deferred Securities are not subject to change based on a future market price or a fluctuating ratio, either at the time of the effectiveness of the
Registration Statement or any subsequent date. As a result, the investors became subject to full market risk at the time the SPA was executed. In
addition, C&DI 139.10 provides that a company may not register for resale an indeterminate number of shares resulting from operation of a conversion formula. Instead, a company must make a good-faith estimate of the number of shares that it may
issue on conversion to determine the number of shares to register for resale. If the number of registered shares is less than the actual number issued, the company must file a new registration statement to register the additional shares, assuming
the selling securityholder desires to sell those additional shares. As outlined by C&DI 139.10, because the number of securities issuable pursuant to the SPA is fixed, the Company satisfies the requirement of making a good-faith estimate of the
number of shares that it may issue upon the number of shares of common stock and warrants to purchase common stock that have been irrevocably subscribed for included in the Deferred Securities.
 For all of the foregoing reasons, the Company respectfully submits that the facts and circumstances associated with the transactions contemplated by the SPA
are consistent with the above-referenced Commission Staff guidance and, therefore, the Company is permitted to register the resale of the Company’s common stock and shares of common stock underlying the warrants sold under the SPA at this
time. ***

 U.S. Securities and Exchange Commission
 August 25, 2025 Page
 3

 We thank the Staff for its review of the foregoing and the Registration Statement. Should any member of the
Staff of the Commission have any questions or comments with respect to the foregoing, please contact me at (813) 225-4122 or via email at ccreely@foley.com.

 Very truly yours,

 /s/ Curt P. Creely

 Curt P. Creely

 Foley & Lardner LLP

 cc:
 James A, Bianco, M.D., TuHURA Biosciences, Inc.
 Dan Dearborn, TuHURA Biosciences, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 August 20, 2025

James Bianco
Chief Executive Officer
TuHURA Biosciences, Inc.
10500 University Center Drive, Suite 110
Tampa, FL 33612

 Re: TuHURA Biosciences, Inc.
 Registration Statement on Form S-1
 Filed August 12, 2025
 File No. 333-289532
Dear James Bianco:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe our 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 registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. We note that you are registering certain securities for resale that you
have agreed to
 issue in connection with a private placement for an aggregate offering
price of $12.6
 million. We also note that of the $12.6 million offering, $8.9 million
was purchased in
 four equal tranches with the remaining $3.7 million required to be
purchased and
 funded by December 31, 2025. Please provide us with your analysis as to
how you are
 eligible to register the resale of the $3.7 million worth of securities
that have not yet
 been issued in this private placement or otherwise advise. Refer to
Securities Act
 Sections Compliance and Disclosure Interpretations Question 139.11 for
guidance.
 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
 August 20, 2025
Page 2

of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Tyler Howes at 202-551-3370 or Tim Buchmiller at
202-551-3635
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Curt P. Creely, Esq.
</TEXT>
</DOCUMENT>

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 May 12, 2025
 VIA EDGAR SUBMISSION Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 100 F Street, NE Washington, D.C. 20549

 Re:
 REQUEST FOR ACCELERATION OF EFFECTIVENESS
 TuHURA Biosciences, Inc.
 Registration Statement on Form S-4
 File No. 333-284787
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced registration statement to Wednesday, May 14, 2025, at 4:15 p.m., Eastern Time, or as soon thereafter as is practicable.
 Thank you for your assistance. If you should have any questions, please contact Curt P. Creely of Foley & Lardner LLP, counsel
to the Registrant, at (813) 225-4122.

 Very truly yours,

 TUHURA BIOSCIENCES, INC.

 By:

 /s/ James A. Bianco

 Name:

 James A. Bianco

 Title:

 Chief Executive Officer

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 100 N TAMPA ST SUITE 2700 TAMPA, FL 33602-5810
 813.229.2300 TEL 813.221.4210 FAX
 FOLEY.COM
 May 6, 2025 VIA
EDGAR United States Securities and Exchange Commission
 Division of Corporation Finance, Office of Life Sciences 100 F
Street, NE Washington, DC 20549

 Attention:
 Jessica Dickerson

  
 Joe McCann

 Re:
 TuHURA Biosciences, Inc.

  
 Registration Statement on Form S-4

  
 Filed February 7, 2025

  
 File No. 333-284787
 Ladies and Gentlemen: This letter is submitted on behalf of
TuHURA Biosciences, Inc. (the “ Company ” or “ TuHURA ”) in response to the comments of the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the
“ Commission ”) with respect to the Company’s Registration Statement on Form S-4 (File No: 333-284787), initially filed on February 7, 2025 (the
“ Registration Statement ”), as set forth in the Staff’s letter dated February 20, 2025 (the “ Comment Letter ”). The Company is concurrently submitting Amendment No. 1 to the Registration Statement
(“ Amendment No. 1 ”), which includes changes to reflect responses to the Staff’s comments and other updates. For
reference purposes, the text of the Comment Letter has been reproduced herein with our response below the comment. For your convenience, we have italicized the reproduced Staff comment from the Comment Letter. Unless otherwise indicated, page
references in the descriptions of the Staff’s comment refer to the Registration Statement, and page references in the response refer to Amendment No. 1. All capitalized terms used and not otherwise defined herein shall have the meanings
set forth in Amendment No. 1. Registration Statement on Form S-4
 General

 1.
 We note that your proxy statement/prospectus includes your annual and interim financial
statements, as well as annual and interim financial statements for Kintara Therapeutics, Inc. and Kineta, Inc. However, we note that the proxy statement/prospectus only includes a management’s discussion
and analysis for the periods covered by your interim financial statements and Kineta’s interim financial statements. Please revise your proxy statement/prospectus to include a management’s discussion and analysis covering all the periods
covered by the financial statements included in the proxy statement/prospectus. Refer to Item 303(b) of Regulation S-K and Instruction 1 thereto.
 RESPONSE : For the information of the Staff, subsequent to the initial filing of the Registration Statement and the filing of this Amendment, each of
TuHURA and Kineta, Inc. (“Kineta”) has filed its respective Annual Report on Form 10-K for its fiscal year ended December 31, 2024. Accordingly, the audited annual financial statements as
of

 U.S. Securities and Exchange Commission
 May 6, 2025 Page
 2

and for the year ended December 31, 2024 for each of TuHURA and Kineta have been included in this Amendment, and therefore interim financial statements of TuHURA and Kineta are no longer
included in the Registration Statement. Correspondingly, the management discussion and analysis for each of TuHURA and Kineta have been updated to cover the full 2024 and 2023 fiscal years.
 * * *

 U.S. Securities and Exchange Commission
 May 6, 2025 Page
 3

 We thank the Staff for its review of the foregoing and the Registration Statement. Should any member of the
Staff of the Commission have any questions or comments with respect to the foregoing, please contact me at (813) 225-4122 or via email at ccreely@foley.com.

 Very truly yours,

 /s/ Curt P. Creely

 Curt P. Creely

 Foley & Lardner LLP

 cc:
 James A, Bianco, M.D., TuHURA Biosciences, Inc.
 Craig Philips, Kineta, Inc.
 Garrett Bishop, Foley & Lardner LLP
 Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP

February 20, 2025
James Bianco
Chief Executive Officer
TuHURA Biosciences, Inc.
10500 University Center Dr., Suite 110
Tampa, FL 33612
Re:TuHURA Biosciences, Inc.
Registration Statement on Form S-4
Filed February 7, 2025
File No. 333-284787
Dear James Bianco:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
General
1.We note that your proxy statement/prospectus includes your annual and interim
financial statements, as well as annual and interim financial statements for Kintara
Therapeutics, Inc. and Kineta, Inc. However, we note that the proxy
statement/prospectus only includes a management's discussion and analysis for the
periods covered by your interim financial statements and Kineta's interim financial
statements. Please revise your proxy statement/prospectus to include a management's
discussion and analysis covering all the periods covered by the financial statements
included in the proxy statement/prospectus. Refer to Item 303(b) of Regulation S-K
and Instruction 1 thereto.

February 20, 2025
Page 2
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jessica Dickerson at 202-551-8013 or Joe McCann at 202-551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Curt P. Creely, Esq.

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CORRESP

 August 12, 2024

VIA EDGAR SUBMISSION

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, NE

 Washington, D.C.
20549

Re:
 REQUEST FOR ACCELERATION OF EFFECTIVENESS

Kintara Therapeutics, Inc.

Registration Statement on Form S-4

File No. 333-279368

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced registration statement to Tuesday, August 13, 2024, at 4:15 p.m., Eastern Time, or as soon thereafter as is practicable.

 Thank you for your assistance. If you should have any questions, please contact Steven M. Skolnick of Lowenstein Sandler LLP, counsel to
the Registrant, at (973) 597-2476.

Very truly yours,

KINTARA THERAPUETICS, INC.

By:

 /s/ Robert E. Hoffman

Name:

Robert E. Hoffman

Title:

Chief Executive Officer

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CORRESP

 August 8, 2024

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

Attention:
 Tara Harkins

 
 Vanessa Robertson

 
 Tyler Howes

 
 Alan Campbell

Re:
 Kintara Therapeutics, Inc.

 
 Amendment No. 2 to Registration Statement on Form S-4

 
 Filed July 19, 2024

 
 File No. 333-279368

Ladies and Gentlemen:

 This letter is submitted
on behalf of Kintara Therapeutics, Inc. (the “Company” or “Kintara”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in the letter dated August 1, 2024 (the “Comment Letter”) regarding the Company’s Registration Statement on Form S-4 filed with the
Commission on May 13, 2024, as amended by Amendment No. 1 to the Registration Statement on Form S-4A filed with the Commission on June 27, 2024, and as further amended by Amendment No. 2 to
the Registration Statement on Form S-4A filed with the Commission on July 19, 2024 (the “Registration Statement”). In connection with this response to the Comment Letter, the Company is
contemporaneously filing a third amendment to the Registration Statement (“Amendment No. 3”), to address the Staff’s comments in the Comment Letter and updating the Registration Statement.

The following are the Company’s responses to the Comment Letter. For your convenience, the Staff’s comments contained in the Comment
Letter have been restated below in their entirety in italic type, with the Company’s corresponding responses set forth immediately under such comments, including, where applicable, a cross-reference to the location of changes made in Amendment
No. 3 in response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in Amendment No. 3. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in
Amendment No. 3.

 Amendment No. 2 to Registration Statement on Form S-4

Opinion of Kintara’s Financial Advisor

Discounted Cash Flow Analysis, page 151

1.
 We note your response to prior comment 4 and revised disclosure. Please further revise to discuss why the
projections utilized by Kintara assumed that commercialization for IFX- 2.0 would be able to begin in Q4 2026 and the milestones that will need to be satisfied in order for
IFX-2.0 to achieve this timeline. Please also disclose the assumed market penetration for TuHURA’s product candidates in all of the years included in the projections and disclose how much of TuHURA’s
projected revenue in 2028 to 2034 is attributed to IFX-2.0 and how much is attributed to TuHURA’s other product candidates.

RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure on page 153 and 155 of Amendment No. 3 to
reflect the Staff’s comment.

 Special Protocol Assessment Agreement, page 295

2.
 We note your disclosure here of partial clinical hold correspondence received from the FDA related to IFx-Hu2.0. Please revise to provide more detail about this partial hold including a discussion of any communications you have had with the FDA related to the hold. Please also revise your prospectus summary, the
risk factor appearing on page 33 and the Information About TuHURA section to prominently disclose the partial hold, the reasons for the partial hold, current status and any related risks to investors.

RESPONSE: In response to the Staff’s comment, disclosure has been added to the Registration Statement to provide additional detail
regarding the partial clinical hold and the related communications with the FDA. That additional disclosure has been added to pages 13, 244, 254-255, and 300 of the Registration Statement (with the most
fulsome description of the partial clinical hold being on page 254-255), and the risk factor on pages 33-34 has been updated to make reference to the partial clinical
hold.

 Exhibits

3.
 We note within Exhibit 23.2 that the auditor’s consent does not refer to a specific report date and
refers to April, 2024 while the report included on page F-2 is dated April 1, 2024. Please provide a revised auditor’s consent that refers to the correct audit report date that is also currently
dated and signed by your auditors. Refer to Item 601(B)(23)(i)of Regulation S-K..

RESPONSE: The Company acknowledges the Staff’s comment and has provided a revised auditor’s consent as Exhibit 23.2 of Amendment
No. 3 to reflect the Staff’s comment.

 General

4.
 We note your response to comment 42 from our letter dated June 7, 2024 and your claim that you intend
to retain REM-001. We continue to consider the response to comment 42. However, in order to clarify the treatment of this business combination, please provide us with your accounting analysis of all relevant
factors supporting your conclusion that the merger should be accounted for as a reverse recapitalization. As part of your analysis, clearly identify the factors that are indicative that Kintara is a shell company versus the factors that are
indicative that it meets the definition of a business at the time of the merger, specifically addressing your ongoing activities and your funding arrangement with NIH.

RESPONSE: As previously disclosed and discussed with the Staff, Kintara believes that it has more than “nominal” operations and
assets and should not be deemed to be a shell company as of March 31, 2024 or as of the current time. However, after review of the Comment Letter, Comment 42 to the Letter from the Staff dated June 7, 2024 and subsequent oral discussions
with the Staff, Kintara acknowledges that its assets, other than cash and cash equivalents, are expected to have nominal value upon the closing of the Merger and that therefore Kintara will be deemed to be a shell company as defined in Rule 12b-2 of the Exchange Act upon the closing of the Merger.

 As such and as stated in Amendment
No. 3, for accounting purposes, the Merger is expected to be accounted for as a reverse recapitalization because Kintara will be a shell company upon the closing of the Merger and it will not upon the closing of the Merger meet the definition
of a “business” in accordance with ASC 805 given it does not have a substantive process due to no substantive assembled workforce with the technical knowhow with the ability to develop the inputs into the ability to eventually produce
outputs. Management determined there are currently no indicators that REM-001, which is in the early stages of the study process, would result in a significant asset based on the stage of development.

We believe that this letter fully responds to your questions and/or comments. However, if you have any further questions or comments regarding
the foregoing, please feel free to contact outside counsel to the Company, Steven M. Skolnick, Esq. of Lowenstein Sandler, LLP, at (973) 597-2476.

Very truly yours,

/s/ Robert E. Hoffman

Robert E. Hoffman
Chief Executive Officer
Kintara Therapeutics, Inc.

cc:
 Steven M. Skolnick, Esq., Lowenstein Sandler, LLP

Sarah Cole, Esq., Lowenstein Sandler, LLP.

August 1, 2024
Robert E. Hoffman
Chief Executive Officer
Kintara Therapeutics, Inc.
9920 Pacific Heights Blvd, Suite 150
San Diego, CA 92121
Re:Kintara Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 19, 2024
File No. 333-279368
Dear Robert E. Hoffman:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration 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 registration 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 July 10, 2024 letter.
Amendment No. 2 to Form S-4 filed on July 19, 2024
Opinion of Kintara's Financial Advisor
Discounted Cash Flow Analysis, page 151
1.We note your response to prior comment 4 and revised disclosure. Please further revise to
discuss why the projections utilized by Kintara assumed that commercialization for IFX-
2.0 would be able to begin in Q4 2026 and the milestones that will need to be satisfied in
order for IFX-2.0 to achieve this timeline. Please also disclose the assumed market
penetration for TuHURA's product candidates in all of the years included in the
projections and disclose how much of TuHURA's projected revenue in 2028 to 2034 is
attributed to IFX-2.0 and how much is attributed to TuHURA's other product candidates.
Special Protocol Assessment Agreement, page 295
We note your disclosure here of partial clinical hold correspondence received from the 2.

August 1, 2024
Page 2
FDA related to IFx-Hu2.0. Please revise to provide more detail about this partial hold
including a discussion of any communications you have had with the FDA related to the
hold. Please also revise your prospectus summary, the risk factor appearing on page
33 and the Information About TuHURA section to prominently disclose the partial hold,
the reasons for the partial hold, current status and any related risks to investors.
Exhibits
3.We note within Exhibit 23.2 that the auditor’s consent does not refer to a specific report
date and refers to April, 2024 while the report included on page F-2 is dated April 1,
2024. Please provide a revised auditor’s consent that refers to the correct audit report date
that is also currently dated and signed by your auditors. Refer to Item 601(B)(23)(i)of
Regulation S-K.
General
4.We note your response to comment 42 from our letter dated June 7, 2024 and your claim
that you intend to retain REM-001. We continue to consider the response to comment
42. However, in order to clarify the treatment of this business combination, please provide
us with your accounting analysis of all relevant factors supporting your conclusion that
the merger should be accounted for as a reverse recapitalization. As part of your analysis,
clearly identify the factors that are indicative that Kintara is a shell company versus the
factors that are indicative that it meets the definition of a business at the time of the
merger, specifically addressing your ongoing activities and your funding arrangement
with NIH.
            Please contact Tara Harkins at 202-551-3639 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Steven M. Skolnick, Esq.

CORRESP
1
filename1.htm

CORRESP

 July 19, 2024

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

Attention:
 Tara Harkins

 
 Vanessa Robertson

 
 Tyler Howes

 
 Alan Campbell

Re: 
 Kintara Therapeutics, Inc.

 
 Amendment No. 1 to Registration Statement on Form S-4

 
 Filed June 27, 2024

 
 File No. 333-279368

Ladies and Gentlemen:

 This letter is submitted
on behalf of Kintara Therapeutics, Inc. (the “Company” or “Kintara”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in the letter dated July 10, 2024 (the “Comment Letter”) regarding the Company’s Registration Statement on Form S-4 filed with the Commission
on May 13, 2024, as amended by Amendment No. 1 to the Registration Statement on Form S-4A filed with the Commission on June 27, 2024 (the “Registration Statement”). In
connection with this response to the Comment Letter, the Company is contemporaneously filing a second amendment to the Registration Statement (“Amendment No. 2”), to address the Staff’s comments in the
Comment Letter and updating the Registration Statement.

 The following are the Company’s responses to the Comment Letter. For your
convenience, the Staff’s comments contained in the Comment Letter have been restated below in their entirety in italic type, with the Company’s corresponding responses set forth immediately under such comments, including, where applicable,
a cross-reference to the location of changes made in Amendment No. 2 in response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in Amendment No. 2. Defined terms used but not
otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.

 Amendment No. 1 to Registration Statement on Form S-4

 Questions and Answers About the Merger

What would be the consequence of a delisting of Kintara’s common stock from Nasdaq with respect to the Merger?, page 5

1.
 We note your response to prior comment 6 and reissue in part. Please update this Q&A to discuss the
June 12, 2024 conversations with Nasdaq and the 180 day extension Kintara has been granted to regain compliance with Nasdaq listing rules.

RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure on page 5 of Amendment No. 2 to reflect the
Staff’s comment.

 Summary of the Proxy Statement/Prospectus

TuHURA, page 12

2.
 Please revise here, and wherever else you discuss the “personalized” nature of TuHURA’s IFx
product candidates to clarify, if true, that the composition of IFx-2.0 does not vary from patient to patient.

RESPONSE: The Company acknowledges the Staff’s comment. Language has been added on pages 13 and 240 to expressly state that the
composition of IFx-2.0 does not vary by patient notwithstanding that IFx-2.0 is designed to trigger a patient-specific immune response by using each patient’s tumor
itself as the source of distinctive foreign neoantigens to initiate an immune response.

 Risk Factors

The Delaware Certificate of Incorporation, which will be the certificate..., page 82

3.
 We note your response to prior comment 14 and your revised disclosure indicating that the exclusive forum
provision does not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act. However, this appears inconsistent with your disclosure elsewhere in this risk factor indicating that the combined company
reserves the right to assert that Delaware Forum Provision applies to actions arising under the Exchange Act and that federal district courts of the United States will be the exclusive forum for resolving any complaint arising under the Securities
Act. We further note that the certificate of incorporation filed as Annex G does not appear to contain any carve-outs for actions arising under the Exchange Act or Securities Act.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder. Please revise your disclosure accordingly. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure on page 82 of Amendment No. 2 to clarify that
the Delaware Forum Provision does not apply to actions arising under the Exchange Act. Additionally, the Company has revised the exclusive forum provision of the proposed certificate of incorporation of the combined company to provide for the carve-out for actions arising under the Exchange Act or Securities Act.

 Opinion of Kintara’s Financial Advisor

 Discounted Cash Flow Analysis, page 148

4.
 Please revise to disclose the material assumptions underlying the Kintara-prepared TuHURA financial
projections that were made available to Lucid.

 RESPONSE: The Company acknowledges the Staff’s comment and has
revised the disclosure on page 151 of Amendment No. 2 to reflect the Staff’s comment.

 Information about TuHURA

Business, page 237

5.
 Please enlarge the graphics appearing on pages 244 and 253 so that all text is easily readable without
magnification.

 RESPONSE: The Company acknowledges the Staff’s comment and has enlarged the graphics on pages
247 and 256 of Amendment No. 2 to reflect the Staff’s comment so that the graphics are easier to read.

 Phase 1b Trial in Metastatic Merkel Cell Carcinoma and Cutaneous Squamous Cell Carcinoma,

page 249

6.
 We note your response to prior comment 35. However, we do not note any revised disclosure identifying the
“predefined” safety and efficacy endpoints for this trial. Please revise to disclose the initial safety and efficacy endpoints and explain how they were met.

RESPONSE: The Company has expanded the disclosure on page 253 to describe the safety and efficacy endpoints for this study.

Information About Kintara, page 305

7.
 Please revise this section to clearly state, if true, that the combined company does not currently have any
plans to advance Kintara’s existing technology other than the enrollment of ten CMBC patients for the clinical trial of REM-001

RESPONSE: In response to this comment, the Company has expanded the disclosure in the fifth paragraph under “INFORMATION ABOUT KINTARA-
Background” on page 308 to include additional detail regarding the combined company’s plans relating to the REM-001 program. For the information of the Staff, corresponding changes have been made to
the second paragraph in the letter to stockholders on the front facing page of the proxy statement/prospectus.

 General

8.
 We are continuing to evaluate your response to prior comment 42 and may have further comment.

 RESPONSE: The Company acknowledges the Staff’s comment and will be prepared to address any further inquiries the
Staff may have.

 We believe that this letter fully responds to your questions and/or comments. However, if you have any further questions
or comments regarding the foregoing, please feel free to contact outside counsel to the Company, Steven M. Skolnick, Esq. of Lowenstein Sandler, LLP, at (973) 597-2476.

Very truly yours,

/s/ Robert E. Hoffman

Robert E. Hoffman
Chief Executive Officer
Kintara Therapeutics, Inc.

cc:
 Steven M. Skolnick, Esq., Lowenstein Sandler, LLP

Sarah Cole, Esq., Lowenstein Sandler, LLP.

July 10, 2024
Robert E. Hoffman
Chief Executive Officer
Kintara Therapeutics, Inc.
9920 Pacific Heights Blvd, Suite 150
San Diego, CA 92121
Re:Kintara Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 27, 2024
File No. 333-279368
Dear Robert E. Hoffman:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers About the Merger
What would be the consequence of a delisting of Kintara's common stock from Nasdaq with
respect to the Merger?, page 5
1.We note your response to prior comment 6 and reissue in part. Please update this Q&A to
discuss the June 12, 2024 conversations with Nasdaq and the 180 day extension Kintara
has been granted to regain compliance with Nasdaq listing rules.
Summary of the Proxy Statement/Prospectus
TuHURA, page 12
2.Please revise here, and wherever else you discuss the "personalized" nature of TuHURA's
IFx product candidates to clarify, if true, that the composition of IFx-2.0 does not vary
from patient to patient.

July 10, 2024
Page 2
Risk Factors
The Delaware Certificate of Incorporation, which will be the certificate..., page 82
3.We note your response to prior comment 14 and your revised disclosure indicating that
the exclusive forum provision does not apply to suits brought to enforce a duty or liability
created by the Securities Act or the Exchange Act. However, this appears inconsistent
with your disclosure elsewhere in this risk factor indicating that the combined company
reserves the right to assert that Delaware Forum Provision applies to actions arising under
the Exchange Act and that federal district courts of the United States will be the exclusive
forum for resolving any complaint arising under the Securities Act. We further note that
the certificate of incorporation filed as Annex G does not appear to contain any carve-outs
for actions arising under the Exchange Act or Securities Act.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder. Please revise your disclosure
accordingly. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.
Opinion of Kintara's Financial Advisor
Discounted Cash Flow Analysis, page 148
4.Please revise to disclose the material assumptions underlying the Kintara-prepared
TuHURA financial projections that were made available to Lucid.
Information about TuHURA
Business, page 237
5.Please enlarge the graphics appearing on pages 244 and 253 so that all text is easily
readable without magnification.
Phase 1b Trial in Metastatic Merkel Cell Carcinoma and Cutaneous Squamous Cell Carcinoma,
page 249
6.We note your response to prior comment 35. However, we do not note any revised
disclosure identifying the "predefined" safety and efficacy endpoints for this trial. Please
revise to disclose the initial safety and efficacy endpoints and explain how they were met.
Information About Kintara, page 305
7.Please revise this section to clearly state, if true, that the combined company does not
currently have any plans to advance Kintara's existing technology other than
the enrollment of ten CMBC patients for the clinical trial of REM-001.

July 10, 2024
Page 3
General
8.We are continuing to evaluate your response to prior comment 42 and may have further
comment.
            Please contact Tara Harkins at 202-551-3639 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Steven M. Skolnick, Esq.

CORRESP
1
filename1.htm

CORRESP

 June 27, 2024

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

Attention:

Tara Harkins

 Vanessa Robertson

 Tyler Howes

Alan Campbell

Re:

Kintara Therapeutics, Inc.

Registration Statement on Form S-4

Filed May 13, 2024

File No. 333-279368

 Ladies and Gentlemen:

This letter is submitted on behalf of Kintara Therapeutics, Inc. (the “Company” or “Kintara”) in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated June 7, 2024 (the “Comment Letter”) regarding the Company’s
Registration Statement on Form S-4 filed with the Commission on May 13, 2024 (the “Registration Statement”). In connection with this response to the Comment Letter, the Company is
contemporaneously filing an amendment to the Registration Statement (“Amendment No. 1”), to address the Staff’s comments in the Comment Letter and updating the Registration Statement.

The following are the Company’s responses to the Comment Letter. For your convenience, the Staff’s comments contained in the Comment
Letter have been restated below in their entirety in italic type, with the Company’s corresponding responses set forth immediately under such comments, including, where applicable, a cross-reference to the location of changes made in Amendment
No. 1 in response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in Amendment No. 1. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in
Amendment No. 1.

 Registration Statement on Form S-4 filed on May 13, 2024

Cover Page

1.
 Please revise the Letter to Stockholders to disclose whether the listing approval for TuHURA’s
securities on Nasdaq is a closing condition of the merger.

 RESPONSE: The Company acknowledges the Staff’s
comment and has revised the disclosure on the Cover Page of Amendment No. 1 to reflect the Staff’s comment.

2.
 We note your reference to TuHURA’s
“first-in-class” bi-functional ADCs. Please remove this claim as well as any other similar claims in the prospectus as
it appears to be premature given TuHURA’s current stage of development.

 RESPONSE The words “first-in-class” have been deleted in the two places in which they previously appeared in the Registration Statement (the cover page and in Note 1 to the
Consolidated Financial Statements of TuHURA).

 Questions and Answers About the Merger, page 1

3.
 Please revise this section to prominently disclose the valuations attributed to both Kintara and TuHURA in
the merger. Please also clarify, if true, that the ownership percentages of the post-merger combined company include the conversion of the convertible notes issued by TuHURA in the TuHURA Note Financing.

RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure on page 1 of Amendment No. 1 to reflect the
Staff’s comment.

4.
 Please include a Q&A discussing the proposed reverse split and how it will impact the voting power of
Kintara shareholders in the combined company.

 RESPONSE: The Company acknowledges the Staff’s comment and has
revised the disclosure on page 4 of Amendment No. 1 to reflect the Staff’s comment.

5.
 Please revise this section to add a Q&A discussing the reasons why Kintara’s board of directors is
recommending that Kintara’s stockholders approve the merger, the reverse split and the associated transactions. In your new Q&A, please discuss whether Kintara’s board of directors considered any potential downsides or uncertainties
related to these proposals.

 RESPONSE: The Company acknowledges the Staff’s comment and has revised the
disclosure on pages 3 and 4 of Amendment No. 1 to reflect the Staff’s comment.

6.
 Please revise your disclosure in this section to discuss the impact that a potential delisting of
Kintara’s common stock from Nasdaq would have on the Merger. In your revisions, clarify if you have entered into discussions with Nasdaq related to your potential delisting and tell us the status of any such discussions.

 RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure on page 5 of Amendment
No. 1 to reflect the Staff’s comment.

7.
 We note that this question currently discusses a number of topics including the reasons for receiving this
proxy statement/prospectus, the exchange ratio and the contingent value rights agreements that Kintara will enter into at the time of the merger. Please separate this Q&A into three separate questions discussing:

•

 The reasons why shareholders are receiving this proxy statement/prospectus

•

 The exchange ratio, including a brief explanation what it is and how it will be calculated

•

 The contingent value rights agreements and a discussion of what rights will flow to shareholders from these
agreements

 RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 1-2 of Amendment No. 1 to reflect the Staff’s comment.

 Summary of the Proxy Statement/Prospectus

TuHURA, page 12

8.
 We note your statements here and throughout the prospectus that TuHURA’s IFx technology and product
candidates are “personalized.” However, your disclosure elsewhere in the prospectus appears to indicate that the composition of TuHURA’s IFx product candidates does not vary from patient to patient. Accordingly, please tell us why it
is appropriate to characterize TuHURA’s technology and product candidates as “personalized.” Alternatively, please remove this claim.

RESPONSE: TuHURA respectfully advises the Staff that the characterization of IFx-2.0 as a
“personalized” cancer vaccine is appropriate and consistent with the usage of the term in the scientific and medical industry. IFx-2.0 is “personalized” in that it utilizes each individual
patient’s tumor itself as the source of tumor neoantigens. It does so by controlling the activation of tumor-specific T cells through the priming of an innate immune response against

the Emm55 immunogenic bacterial protein expressed on the surface of the tumor cell following IFx-2.0 intratumoral administration. Because each individual
patient’s tumor’s neoantigens are unique to that patient’s tumor, IFx-2.0 represents a truly individualized and personalized endogenous vaccine because it uses the patient’s own tumor and
its complement of tumor antigens to activate an immune response against the cancer in vivo.

 Please also revise the fourth paragraph of
this section to clarify that the results of clinical trials are inherently uncertain and that the results from TuHURA’s Phase 3 clinical trial may fail to satisfy the ORR, PFS and OS endpoints.

RESPONSE: In response to this comment and Comment #30 below, the following sentence has been added to the end of the fourth paragraph of this
section on page 13: “Notwithstanding the foregoing, the results of clinical trials are inherently uncertain, and the results of TuHURA’s planned Phase 3 clinical trial may fail to satisfy the ORR, PFS, and/or OS endpoints, and none of
TuHURA’s prior clinical trials with respect to IFx-2.0 were powered to determine statistical significance over a control.”

The same sentence has been added following similar disclosure on pages 238 and 248.

9.
 We note your statement that TuHURA plans to initiate a Phase 1b/2a trial in the third quarter of 2024.
Please revise to clarify if there is an active IND for this trial.

 RESPONSE: A sentence has been added to the end of
this paragraph stating that the planned Phase 1b/2a trial is covered by the currently active IND for IFx-2.0.

10.
 Please revise this section to reflect your disclosure on page 232 indicating that TuHURA must complete
additional product testing procedures and gain FDA acceptance of these procedures before it can commence its Phase 3 clinical trial.

RESPONSE: In response to this comment, the disclosure from page 232 regarding the additional testing procedures has been included in the
Summary.

 TuHURA Note Financing, page 16

11.
 Please disclose how the Kintara shareholders would be impacted by the exercise of the warrants issued in
connection with the TuHURA Note Financing. For example, explain if this would further dilute the total ownership percentage of Kintara shareholders in the combined company and quantify the amount of such dilution.

RESPONSE: Please be advised that the exercise of the warrants issued in connection with the TuHURA Note Financing would have no effect on the
total ownership percentage of Kintara shareholders in the combined company as disclosed throughout the registration statement. As provided on pages 14 and 15, for purposes of calculating the Exchange Ratio used to determine the total ownership of
Kintara equityholders, all shares of TuHURA Common Stock underlying TuHURA warrants are deemed to be outstanding. As a result, the equity ownership following the merger has been presented on a fully-diluted basis, and there will be no impact by the
exercise of the warrants. The Company has revised its disclosure on page 19 of Amendment No. 1 to clarify that there will be no impact relating to any exercise of the TuHURA warrants on the Kintara equityholders.

Opinion of Kintara’s Financial Advisor, page 18

12.
 We note your statements here and elsewhere in the prospectus, as well as in the fairness opinion attached as
Annex B, that the opinion is intended for the sole benefit of Kintara’s board of directors and may not be used for any other purpose. Please remove this statement.

Alternatively, please disclose the legal basis for your and Lucid’s belief that stockholders cannot rely on the opinion to bring state
law actions, including a description of any state law authorities on such a defense. If no such authority exists, please disclose that this issue will be resolved by a court, resolution of this issue will have no effect of on rights and
responsibilities of Kintara’s board under state law and the availability or non-availability of this defense has no effect on the rights and responsibilities of either Lucid or Kintara’s board under
federal securities laws.

 RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure
on page20 and 141 of Amendment No. 1 to reflect the Staff’s comment.

 Risk Factors

TuHURA relies on third parties to manufacture its clinical product supplies..., page 39

13.
 Please disclose the name of the single source supplier TuHURA current relies on for the manufacturing of
TuHURA’s product candidates. In your revisions, clarify if the single source supplier holds any of the necessary know-how required to manufacture TuHURA’s product candidates and if TuHURA has entered
into any supply agreements with it.

 RESPONSE: Please be advised that the language that previously referenced a
“single source vendor” has been revised to reflect that TuHURA uses several outside vendors to manufacture supplies and process TuHURA’s product candidates. For the information of the Staff, none of TuHURA’s vendors holds any
necessary know-how, as such vendors are CDMOs that perform drug product manufacturing that is fill-finish only.

The certificate of incorporation of the combined company will provide that..., page 80

14.
 We note your disclosure regarding the exclusive forum provision that will be included in the articles of
incorporation of the combined company. Please revise to clarify that Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all actions brought to enforce any duty or liability created
by the Securities Act or the rules and regulations thereunder.

 RESPONSE: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 82 and revised the exclusive forum language in Article VII of the Delaware Certificate of Incorporation in response to the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial Information , page 107

15.
 Please revise this note to clearly disclose your fiscal year end once the merger agreement is effective.

 RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure on page 109 in response
to the Staff’s comment.

16.
 We note from proposal 2 on page 1 that you are proposing a reverse stock split of only the outstanding
shares of Kintara Common Stock and other outstanding securities of Kintara Common Stock (with no change to the authorized capital stock of Kintara), at a ratio in the range from [ ]-for-1 to [ ]-for-1. Please revise your filing to provide the range of the reverse stock split as well as to update your pro
forma financial statements for the impact of the reverse stock split upon your financial statements. Further, to the extent that any such reverse stock split is expected to occur prior to the effectiveness of your registration statement, all share
data will require retroactive adjustment pursuant to SAB Topic 4.C.

 RESPONSE: The Company acknowledges the
Staff’s comment and has removed the language regarding effecting a reverse stock split of only the outstanding shares of Kintara Common Stock. The Company informs the Staff that it does not intend to effect reverse stock split prior to
effective date of the Registration Statement. The Company is currently analyzing what ratio to utilize and has presented it current expectations for the relevant range in brackets in Amendment No. 1. The Company will update its disclosure in a
subsequent amendment to the Registration Statement to disclose the relevant range of ratios to be considered by the Company’s board of directors prior to the effective date of the Registration Statement without brackets once finalized.

17.
 Reference is made to note (A) on page 118 and that you have reflected the anticipated
cash proceeds of $28.6 million within your pro forma balance sheet related to the TuHURA Note Financing. We further note from your discussion on page 16 that you received $31.3 million in subscriptions related
to these notes and only $18.5 million were funded as of April 30, 2024. Please tell and revise your filing to disclose why you made a $28.6 million adjustment to the pro forma balance sheet
since only $18.5 million were funded as of April 30, 2024.

 RESPONSE: The
Company acknowledges the Staff’s comment and has revised the disclosure in note (A) on page 121 of Amendment No. 1 to clarify that the subscription agreements are legally binding subscriptions that require the investors to
unconditionally fund their investments by a specified date in such subscription agreement before the closing of the Merger.

18.
 Reference is made to adjustment (F) on page 118 and that you have a $0 adjustment
reflected within your pro forma financial statements for the contingent right value (CVR) that you believe is probable that the Milestone of the Kintara legacy clinical studies pursuant to the CVR Agreement will be achieved and the CVR shares to be
issued. We further note your disclosure that the accounting treatment for the CVR obligation is preliminary in nature and the final accounting treatment will be determined based on a number of factors, including additional analysis of the
transaction and consideration of relevant accounting standards. Please tell us and explain in more detail how you plan on accounting for these rights and why you have reflected a $0 impact for these rights.

RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure in note 1 on page 118 of Amendment No. 1 under
the Contingent Value Rights Agreement section with additional discussion on management’s determination of the net zero accounting determination for the CVR, has removed adjustment (F) has expanded its CVR disclosures on page 118 in
response to the Staff’s comment.

 The Merger

Background of the Merger, page 124

19.
 Please revise this sect

United States securities and exchange commission logo
June 7, 2024
Robert E. Hoffman
Chief Executive Officer
Kintara Therapeutics, Inc.
9920 Pacific Heights Blvd, Suite 150
San Diego, CA 92121
Re:Kintara Therapeutics, Inc.
Registration Statement on Form S-4
Filed May 13, 2024
File No. 333-279368
Dear Robert E. Hoffman:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please revise the Letter to Stockholders to disclose whether the listing approval for
TuHURA's securities on Nasdaq is a closing condition of the merger.
2.We note your reference to TuHURA's "first-in-class" bi-functional ADCs. Please remove
this claim as well as any other similar claims in the prospectus as it appears to be
premature given TuHURA's current stage of development.
Questions and Answers About the Merger, page 1
3.Please revise this section to prominently disclose the valuations attributed to both Kintara
and TuHURA in the merger. Please also clarify, if true, that the ownership percentages of
the post-merger combined company include the conversion of the convertible notes issued
by TuHURA in the TuHURA Note Financing.

 FirstName LastNameRobert E. Hoffman
 Comapany NameKintara Therapeutics, Inc.
 June 7, 2024 Page 2
 FirstName LastName
Robert E. Hoffman
Kintara Therapeutics, Inc.
June 7, 2024
Page 2
4.Please include a Q&A discussing the proposed reverse split and how it will impact the
voting power of Kintara shareholders in the combined company.
5.Please revise this section to add a Q&A discussing the reasons why Kintara's board of
directors is recommending that Kintara's stockholders approve the merger, the reverse
split and the associated transactions. In your new Q&A, please discuss whether Kintara's
board of directors considered any potential downsides or uncertainties related to these
proposals.
6.Please revise your disclosure in this section to discuss the impact that a potential delisting
of Kintara's common stock from Nasdaq would have on the Merger. In your revisions,
clarify if you have entered into discussions with Nasdaq related to your potential delisting
and tell us the status of any such discussions.
Q: Why am I receiving this proxy statement/prospectus?, page 1
7.We note that this question currently discusses a number of topics including the reasons for
receiving this proxy statement/prospectus, the exchange ratio and the contingent value
rights agreements that Kintara will enter into at the time of the merger. Please separate
this Q&A into three separate questions discussing:
•The reasons why shareholders are receiving this proxy statement/prospectus
•The exchange ratio, including a brief explanation what it is and how it will be
calculated
•The contingent value rights agreements and a discussion of what rights will flow to
shareholders from these agreements
Summary of the Proxy Statement/Prospectus
TuHURA, page 10
8.We note your statements here and throughout the prospectus that TuHURA's IFx
technology and product candidates are "personalized." However, your disclosure
elsewhere in the prospectus appears to indicate that the composition of TuHURA's IFx
product candidates does not vary from patient to patient. Accordingly, please tell us why it
is appropriate to characterize TuHURA's technology and product candidates as
"personalized." Alternatively, please remove this claim.

Please also revise the fourth paragraph of this section to clarify that the results of clinical
trials are inherently uncertain and that the results from TuHURA's Phase 3 clinical trial
may fail to satisfy the ORR, PFS and OS endpoints.
9.We note your statement that TuHURA plans to initiate a Phase 1b/2a trial in the third
quarter of 2024. Please revise to clarify if there is an active IND for this trial.
10.Please revise this section to reflect your disclosure on page 232 indicating that TuHURA
must complete additional product testing procedures and gain FDA acceptance of these
procedures before it can commence its Phase 3 clinical trial.

 FirstName LastNameRobert E. Hoffman
 Comapany NameKintara Therapeutics, Inc.
 June 7, 2024 Page 3
 FirstName LastNameRobert E. Hoffman
Kintara Therapeutics, Inc.
June 7, 2024
Page 3
TuHURA Note Financing, page 16
11.Please disclose how the Kintara shareholders would be impacted by the exercise of the
warrants issued in connection with the TuHURA Note Financing. For example, explain if
this would further dilute the total ownership percentage of Kintara shareholders in the
combined company and quantify the amount of such dilution.
Opinion of Kintara's Financial Advisor, page 18
12.We note your statements here and elsewhere in the prospectus, as well as in the fairness
opinion attached as Annex B, that the opinion is intended for the sole benefit of Kintara's
board of directors and may not be used for any other purpose. Please remove this
statement.

Alternatively, please disclose the legal basis for your and Lucid's belief that stockholders
cannot rely on the opinion to bring state law actions, including a description of any state
law authorities on such a defense. If no such authority exists, please disclose that this issue
will be resolved by a court, resolution of this issue will have no effect of on rights and
responsibilities of Kintara's board under state law and the availability or non-availability
of this defense has no effect on the rights and responsibilities of either Lucid or Kintara's
board under federal securities laws.
Risk Factors
TuHURA relies on third parties to manufacture its clinical product supplies..., page 39
13.Please disclose the name of the single source supplier TuHURA current relies on for the
manufacturing of TuHURA’s product candidates. In your revisions, clarify if the single
source supplier holds any of the necessary know-how required to manufacture TuHURA's
product candidates and if TuHURA has entered into any supply agreements with it.
The certificate of incorporation of the combined company will provide that..., page 80
14.We note your disclosure regarding the exclusive forum provision that will be included in
the articles of incorporation of the combined company. Please revise to clarify that
Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts
over all actions brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.
Unaudited Pro Forma Condensed Combined Financial Information , page 107
15.Please revise this note to clearly disclose your fiscal year end once the merger agreement
is effective.
16.We note from proposal 2 on page 1 that you are proposing a reverse stock split of only the
outstanding shares of Kintara Common Stock and other outstanding securities of Kintara
Common Stock (with no change to the authorized capital stock of Kintara), at a ratio in

 FirstName LastNameRobert E. Hoffman
 Comapany NameKintara Therapeutics, Inc.
 June 7, 2024 Page 4
 FirstName LastNameRobert E. Hoffman
Kintara Therapeutics, Inc.
June 7, 2024
Page 4
the range from [ ]-for-1 to [ ]-for-1. Please revise your filing to provide the range of the
reverse stock split as well as to update your pro forma financial statements for the impact
of the reverse stock split upon your financial statements. Further, to the extent that any
such reverse stock split is expected to occur prior to the effectiveness of your registration
statement, all share data will require retroactive adjustment pursuant to SAB Topic 4.C.
17.Reference is made to note (A) on page 118 and that you have reflected the anticipated
cash proceeds of $28.6 million within your pro forma balance sheet related to the
TuHURA Note Financing. We further note from your discussion on page 16 that you
received $31.3 million in subscriptions related to these notes and only $18.5 million were
funded as of April 30, 2024. Please tell and revise your filing to disclose why you made
a $28.6 million adjustment to the pro forma balance sheet since only $18.5 million were
funded as of April 30, 2024.
18.Reference is made to adjustment (F) on page 118 and that you have a $0 adjustment
reflected within your pro forma financial statements for the contingent right value
(CVR) that you believe is probable that the Milestone of the Kintara legacy clinical
studies pursuant to the CVR Agreement will be achieved and the CVR shares to be issued.
We further note your disclosure that the accounting treatment for the CVR obligation is
preliminary in nature and the final accounting treatment will be determined based on a
number of factors, including additional analysis of the transaction and consideration of
relevant accounting standards. Please tell us and explain in more detail how you plan on
accounting for these rights and why you have reflected a $0 impact for these rights.
The Merger
Background of the Merger, page 124
19.Please revise this section to include a discussion of the events and negotiations related to
the TuHURA Note Financing.
20.Please revise to include a more fulsome discussion of how the valuations of Kintara and
TuHURA, the Exchange Ratio and the CVR agreement were negotiated in connection
with the merger. With respect to the valuations of the parties and the Exchange Ratio,
please disclose how Kintara determined an initial valuation of TuHURA of $180 million
and whether this valuation changed during negotiations. Please also disclose the valuation
attributed to TuHURA's predecessor, Morphogenesis, Inc., in its proposed merger with
CohBar and describe the reasons for any changes in that valuation.

With respect to the CVR agreement, please disclose how the parties came to agree that
TuHURA would use commercially reasonable efforts to continue the REM-001 program
through the open label study in cutaneous metastatic breast cancer and that such
"commercially reasonable" efforts do not require TuHURA to expend monetary resources
in excess of $700,000 as discussed on page 115.
21.Please revise this section to explain the diligence that Kintara's management, board and
advisors conducted on TuHURA.

 FirstName LastNameRobert E. Hoffman
 Comapany NameKintara Therapeutics, Inc.
 June 7, 2024 Page 5
 FirstName LastNameRobert E. Hoffman
Kintara Therapeutics, Inc.
June 7, 2024
Page 5
Kintara's Reasons for the Merger, page 128
22.Please revise your disclosure in your first bullet to clarify why Kintara's board of directors
viewed Kintara as "acquiring" TuHURA's principal product candidates given your
disclosure elsewhere indicating that TuHURA's legacy equityholders will own 97.15% of
the combined company. Please revise your second bullet to reflect your disclosure
elsewhere in the prospectus indicating that TuHURA does not intend to further advance or
develop REM-001.
Opinion of Kintara's Financial Advisor, page 136
23.Please disclose the "certain internal financial analyses" and projections Lucid Capital
Markets relied upon in providing their opinion that the Exchange Ratio was fair to Kintara
shareholders from a financial point of view.
24.Your disclosure here indicates that Lucid did not assign any value to the right of the
Kintara stockholders to receive additional shares pursuant to the CVR Agreement.
However, Lucid's opinion attached as Annex B appears to assume that the CVR
distribution has occurred and that Kintara's stockholders will own approximately 5.5% of
the of the combined company's common stock on a fully-diluted basis. Please revise your
disclosure and clarify whether the Exchange Ratio evaluated by Lucid incorporated the
CVR shares. Alternatively, please advise.
Discounted Cash Flow Analysis, page 144
25.Please revise this section to disclose how Kintara determined that the Merkel Cell
program had a 39.8% probability of success. To the extent this estimate is based upon
historical approval rates, please revise to discuss the limitations of relying on this data.
Certain Agreements Related to the Merger, page 171
26.Please disclose if any consideration was received by the shareholders who have agreed to
vote their shares in favor of the merger in connection with entering into the Kintara
Support Agreements and TuHURA Support Agreements. Please also disclose the number
of shares of the combined company that will be subject to lock-up agreements and the
term of the lock-up agreements that will be signed by TuHURA's stockholders.
Certain Material U.S. Federal Income Tax Consequences of the Merger and the CVR
Distribution
Material U.S. Federal Income Tax Consequences of the Merger to Kintara..., page 174
27.We note your disclosure that the parties "intend" for this transaction to qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Please
file an opinion of counsel supporting this conclusion and revise your disclosure here and
in the Questions and Answers About the Merger section to clarify that this conclusion is
the opinion of counsel. For further guidance see Staff Legal Bulletin No. 19 and Item

 FirstName LastNameRobert E. Hoffman
 Comapany NameKintara Therapeutics, Inc.
 June 7, 2024 Page 6
 FirstName LastNameRobert E. Hoffman
Kintara Therapeutics, Inc.
June 7, 2024
Page 6
601(b)(8) of Regulation S-K. If there is uncertainty regarding the tax treatment of the
business combination, counsel’s opinion should discuss the degree of uncertainty
Information about TuHURA
Business, page 231
28.Please increase the size of the graphics appearing throughout this section so that all text is
legible.
29.Please remove your statement that TuHURA is targeting a rolling BLA submission to the
FDA commencing in mid-2026 as this statement is premature given that TuHURA has yet
to commence or complete its Phase 3 clinical trial.
30.Please revise the Overview section to clarify, if true, that TuHURA has yet to conduct a
trial where IFx-2.0 demonstrated a treatment effect that was statistically significant.
TuHURA's Strategy, page 235
31.We refer to the first bullet point appearing on page 235. Please revise to state that such
accelerated approval designations may not actually result in reduced costs or a faster time
to market, if approved. Please also clarify, if true, that the FDA could require TuHURA to
conduct a postmarketing confirmatory trial and that any accelerated approval could be
withdrawn.
Cancer Vaccines
IFx Technology, page 237
32.Please revise this section or elsewhere, as appropriate, to briefly explain plasmid DNA.
TuHURA's Clinical Development Program, page 241
33.Please revise the bottom left portion of your graphic on page 242 with equal prominence
to clarify that the outcomes of clinical trials are inherently uncertain, that there is no
guarantee that the results from TuHURA's clinical trial will support an accelerated
approval or a full approval, that the SPA does not increase the likelihood of marketing
approval, that the FDA may disagree with TuHURA's conclusion that data from the trial is
sufficient for an approval and that the FDA may require TuHURA to conduct additional
clinical trials before granting any potential marketing approval. Alternatively, please
remove this portion of the graphic.
Phase 1b Trial in Metastatic Merkel Cell Carcinoma and Cutaneous Squamous Cell Carcinoma,
page 242
34.Please disclose the serious adverse event experienced by the one cutaneous Squamous cell
carcinoma patient in your Phase 1b Trial of IFx-2.0.
35.We note your statement that this study successfully met predefined endpoints for safety

 FirstName LastNameRobert E. Hof

United States securities and exchange commission logo
March 30, 2021
Saiid Zarrabian
Chief Executive Officer
Kintara Therapeutics, Inc.
12707 High Bluff Dr., Suite 200
San Diego, CA 92130
Re:Kintara Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 24, 2021
File No. 333-254662
Dear Mr. Zarrabian:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tom Kluck at (202) 551-3233 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven M. Skolnick, Esq.

CORRESP
1
filename1.htm

CORRESP

 Kintara Therapeutics, Inc.

12707 High Bluff Drive, Suite 200

San Diego, CA 92130

 March 30, 2021

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Kintara Therapeutics, Inc. (the “Company”)

Registration Statement on Form S-3 (File
No. 333-254662)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced
Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:15 p.m., Eastern Time, on April 1, 2021, or as soon as practicable thereafter.

Please call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm
the effectiveness of the Registration Statement or with any questions.

 [Signature page follows.]

 U.S. Securities and Exchange Commission

March 30, 2021

 Page 2

Very truly yours,

KINTARA THERAPEUTICS, INC.

By:

 /s/ Scott Praill

Name:

Scott Praill

Title:

Chief Financial Officer

 - 2 -

CORRESP
1
filename1.htm

ktra-corresp.DOCX.htm

Kintara Therapeutics, Inc.

12707 High Bluff Drive, Suite 200

San Diego, CA 92130

November 2, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Re:

Kintara Therapeutics, Inc. (the “Company”)

Registration Statement on Form S-3 (File No. 333-249675)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:15 p.m., Eastern Time, on November 4, 2020, or as soon as practicable thereafter.

Please call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with any questions.

[Signature page follows.]

U.S. Securities and Exchange Commission

November 2, 2020

Page 2

Very truly yours,

KINTARA THERAPEUTICS, INC.

By:

/s/ Scott Praill

Name:

 Scott Praill

Title:

Chief Financial Officer

-2-

United States securities and exchange commission logo
October 30, 2020
Scott Praill
Chief Financial Officer
Kintara Therapeutics, Inc.
12707 High Bluff Dr., Suite 200
San Diego, CA 92130
Re:Kintara Therapeutics, Inc.
Registration Statement on Form S-3
Filed October 26, 2020
File No. 333-249675
Dear Mr. Praill:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Skolnick, Esq.

CORRESP
1
filename1.htm

CORRESP

 DelMar Pharmaceuticals, Inc.

12707 High Bluff Dr., Suite 200

San Diego, CA 92130

 June 30, 2020

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 DelMar Pharmaceuticals, Inc. (the “Company”)

 Registration Statement on Form S-4 (File No. 333-239215)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration
Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:15 p.m., Eastern Time, on July 2, 2020, or as soon as practicable thereafter.

Please call Michael J. Lerner of Lowenstein Sandler LLP at (973) 597-6394 to confirm the effectiveness
of the Registration Statement or with any questions.

 [Signature page follows.]

 U.S. Securities and Exchange Commission

 June 30, 2020

 Page 2

 Very truly yours,

DELMAR PHARMACEUTICALS, INC.

By: /s/ Scott
Praill

Name: Scott Praill

Title:   Chief Financial Officer

United States securities and exchange commission logo
June 23, 2020
Saiid Zarrabian
Chief Executive Officer
DelMar Pharmaceuticals, Inc.
12707 High Bluff Drive, Suite 200
San Diego, CA 92130
Re:DelMar Pharmaceuticals, Inc.
Registration Statement on Form S-4
Filed June 16, 2020
File No. 333-239215
Dear Mr. Zarrabian:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steve Skolnick, Esq.

CORRESP
1
filename1.htm

DelMar Pharmaceuticals, Inc.

Suite 720-999 West Broadway

Vancouver, British Columbia, Canada V5Z 1K5

August 9, 2019

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    REQUEST FOR ACCELERATION OF EFFECTIVENESS

    DelMar Pharmaceuticals, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-232931

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced registration statement to August
13, 2019, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Once the registration statement has been declared
effective, please orally confirm that event with Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476.

    Very truly yours,

    DelMar Pharmaceuticals, Inc.

    By:
    /s/ Saiid Zarrabian

    Name:
    Saiid Zarrabian

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

August 9, 2019

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    DelMar Pharmaceuticals, Inc.

Registration Statement on Form S-1, as amended (File
No. 333-232931)

Ladies and Gentlemen:

As
the underwriter of the proposed offering of DelMar Pharmaceuticals, Inc. (the “Company”), we hereby join
the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00
p.m., Eastern Time, on August 13, 2019, or as soon thereafter as is practicable.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller

Title: Head of Investment Banking, Executive Managing Director

August 6, 2019
Saiid Zarrabian
Chief Executive Officer
DelMar Pharmaceuticals, Inc.
Suite 720-999 West Broadway
Vancouver, British Columbia, Canada V5Z 1K5
Re:DelMar Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed August 1, 2019
File No. 333-232931
Dear Mr. Zarrabian:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Steven M. Skolnick, Esq.

CORRESP
1
filename1.htm

DelMar Pharmaceuticals, Inc.

Suite 720-999 West Broadway

Vancouver, British Columbia, Canada V5Z
1K5

July 11, 2019

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    REQUEST FOR ACCELERATION OF EFFECTIVENESS

    DelMar Pharmaceuticals, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-232332

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the above-referenced registration statement to Tuesday, July 16,
2019, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Once the registration statement has been
declared effective, please orally confirm that event with Sarah Cole of Lowenstein Sandler LLP at (646) 414-6958.

    Very truly yours,

    DelMar Pharmaceuticals, Inc.

    By:
    /s/ Saiid Zarrabian

    Name:
    Saiid Zarrabian

    Title:
    Chief Executive Officer

July 2, 2019
Saiid Zarrabian
President and Chief Executive Officer
DelMar Pharmaceuticals, Inc.
Suite 720-999 West Broadway
Vancouver, British Columbia, Canada V5Z 1K5
Re:DelMar Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed June 25, 2019
File No. 333-232332
Dear Mr. Zarrabian:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Steven M. Skolnick, Esq.

CORRESP
1
filename1.htm

DelMar
Pharmaceuticals, Inc.

Suite
720-999 West Broadway

Vancouver,
British Columbia, Canada V5Z 1K5

May
23, 2019

VIA
EDGAR SUBMISSION

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Re:
    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

    DelMar Pharmaceuticals,
    Inc.

    Registration
    Statement on Form S-1, as amended

    File No. 333-230929

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced
registration statement to Tuesday, May 28, 2019, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Once
the registration statement has been declared effective, please orally confirm that event with Alexander Dinur of Lowenstein Sandler
LLP at (973) 422-6732.

    Very truly yours,

    DelMar Pharmaceuticals, Inc.

    By:
    /s/
    Saiid Zarrabian

    Name:
    Saiid Zarrabian

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

        Steven M. Skolnick

        Partner

        1251 Avenue of the Americas

        New York, New York 10020

        T:   973 597 2476

        F:   973 597 2477

        E:   sskolnick@lowenstein.com

May 8, 2019

Christine Westbrook

Division Of Corporation Finance

Office Of Healthcare & Insurance

Securities And Exchange Commission

Washington, DC 20549

 Re: DelMar Pharmaceuticals, Inc.

Registration Statement on
Form S-1

Filed April 18, 2019

File No. 333-230929

Dear Ms. Westbrook,

On behalf of DelMar
Pharmaceuticals, Inc., (the “Company”), we are hereby responding to the letter, dated April 24, 2019 (the “Comment
Letter”), from the Division of Corporation Finance, Division of Healthcare & Insurance of the Securities and Exchange
Commission (the “Commission”), regarding the Company’s Registration Statement on Form S-1, filed on April 18,
2019 (the “Registration Statement on Form S-1”).

For ease of reference,
set forth below in bold is the comment of the staff of the Commission (the “Staff”) with respect to the Registration
Statement on Form S-1, as reflected in the Comment Letter. The Company’s response is set forth below the comment.

The Company has
authorized us to respond to the Comment Letter as follows:

Registration Statement on Form S-1
filed on April 18, 2019

Cover page

1. We note your disclosure that
the rights offering will expire on or about a certain date, and that you may extend the rights offering for additional periods
in your sole discretion. Please revise your disclosure to provide an expiration date for the rights offering that is not indefinite.
Refer to Item 501(b)(8)(iii) of Regulation S-K.

Response: The
Company respectfully acknowledges the Staff’s comment, and has revised the disclosure throughout the Registration Statement
on Form S-1, including on the prospectus cover page, pages 6, 10, 12, and 96, in response to the Staff’s comment, to provide
an expiration date of July 20, 2019 on any extensions of the offering.

If you have any questions
with respect to the foregoing, please feel free to call me at (973) 597-2476.

Very truly yours,

    /s/ Steven M. Skolnick

    Steven M. Skolnick

April 24, 2019
Saiid Zarrabian
President and Chief Executive Officer
DelMar Pharmaceuticals, Inc.
Suite 720-999 West Broadway
Vancouver, BC, Canada V5Z 1K5
Re:DelMar Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed April 18, 2019
File No. 333-230929
Dear Mr. Zarrabian:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-1 filed on April 18, 2019
Cover page
1.We note your disclosure that the rights offering will expire on or about a certain date, and
that you may extend the rights offering for additional periods in your sole discretion.
Please revise your disclosure to provide an expiration date for the rights offering that is
not indefinite. Refer to Item 501(b)(8)(iii) of Regulation S-K.
            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.

 FirstName LastNameSaiid Zarrabian
 Comapany NameDelMar Pharmaceuticals, Inc.
 April 24, 2019 Page 2
 FirstName LastName
Saiid Zarrabian
DelMar Pharmaceuticals, Inc.
April 24, 2019
Page 2

            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Christine Westbrook at 202-551-5019 or Joe McCann at 202-551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Steven M. Skolnick, Esq.

CORRESP
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filename1.htm

DelMar
Pharmaceuticals, Inc.

Suite
720-999 West Broadway

Vancouver,
British Columbia, Canada V5Z 1K5

February
19, 2019

VIA
EDGAR SUBMISSION

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

 Re: REQUEST
FOR ACCELERATION OF EFFECTIVENESS

    DelMar
Pharmaceuticals, Inc.

    Registration
Statement on Form S-3

    File
No. 333-229020

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced
registration statement to Tuesday, February 19, 2019, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

Thank
you for your assistance. If you should have any questions, please contact Steven M. Skolnick of Lowenstein Sandler LLP, counsel
to the Registrant, at (212) 262-6700.

    Very
    truly yours,

    DelMar
    Pharmaceuticals, Inc.

    By:
    /s/
    Saiid Zarrabian

    Name:
    Saiid
    Zarrabian

    Title:
    Chief
    Executive Officer

February 8, 2019
Scott Praill
Chief Financial Officer
DelMar Pharmaceuticals, Inc.
Suite 720-999 West Broadway
Vancouver, British Columbia, Canada V5Z 1K5
Re:DelMar Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed December 26, 2018
File No. 333-229020
Dear Mr. Praill:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Todd Schiffman at 202-551-3491 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Steven M. Skolnick

Mail Stop 4546

September 23, 2016

Jeffrey Bacha
Chief Executive Officer and Chairman
DelMar Pharmaceuticals, Inc.
Suite 720 -999 West Broadway
Vancouver, British Columbia
Canada V5Z 1K5

Re: DelMar Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  September 13, 2016
  File No.  333-213601

Dear Mr. Bacha:

This is to advise you that we have not reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Jeffrey Bacha
DelMar  Pharmaceuticals , Inc.
September 23, 2016
Page 2

 Please refer to Rules 460 and 46 1 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities un der
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Scot Foley at (202) 551 -3383 or Mary Beth Breslin at (202) 551 -3625
with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Gregory Sichenzia, Esq.
 Sichenzia Ross Friedman Ference LLP

CORRESP
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DelMar Pharmaceuticals, Inc.

Suite 720-999 West Broadway | Vancouver, British Columbia
| Canada V5Z 1K5

(604) 629 – 5989

September 20, 2016

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    DelMar Pharmaceuticals, Inc.

    Registration Statement on Form S-3

Filed September 13, 2016

File No. 333-213601

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 4:30 P.M. EDT on September 27, 2016, or as soon thereafter as
is practicable.

The Company acknowledges that:

 ● should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 ● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ● the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    DELMAR PHARMACEUTICLS, INC.

    By:
    /s/ Scott Praill

    Scott Praill

    Chief Financial Officer

CORRESP
1
filename1.htm

DelMar Pharmaceuticals, Inc.

Suite 720-999 West Broadway

Vancouver, British Columbia

July 14,
2015

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  DelMar Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    File No. 333-203357

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, DelMar Pharmaceuticals, Inc. (the
“Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:30 p.m., Eastern Time, on July 15, 2015, or as soon thereafter as possible.

The
Company hereby acknowledges the following:

 · that should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 · the action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

 · the Company may not assert the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    DelMar
Pharmaceuticals, Inc.

    By:
    /s/ Jeffrey Bacha

    Name: Jeffrey Bacha
Title: Chief Executive Officer

CORRESP
1
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DelMar Pharmaceuticals, Inc.

Suite 720-999 West Broadway

Vancouver, British Columbia

Canada V5Z 1K5

July 2,
2015

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  DelMar Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    File No. 333-203357

Ladies
and Gentlemen:

DelMar
Pharmaceuticals, Inc. hereby requests withdrawal of its request for the acceleration of effectiveness of the above-referenced registration
statement as set forth in its letter dated July 1, 2015.

    DelMar Pharmaceuticals, Inc.

    By:
    /s/Jeffrey Bacha

    Name: Jeffrey Bacha
Title: Chief Executive Officer

CORRESP
1
filename1.htm

July 2,
2015

Securities
and Exchange Commission

100 F. Street,
NE

Washington,
D.C. 20549

	Re:	DelMar
Pharmaceuticals, Inc. (the “Company”)

	Registration
Statement on Form S-1

	File No. 333-203357

Ladies and
Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on July 1, 2015, in which we, Maxim Group LLC and Roth Capital Partners,
LLC, as co-lead placement agents of the Company’s proposed offering, joined the Company’s request for acceleration
of the effective date of the above-referenced Registration Statement for Thursday, July 2, 2015, at 1:00 p.m. Eastern Time. The
Company Inc. is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally
withdraw our request for acceleration of the effective date.

Very truly
yours,

MAXIM
GROUP LLC

By: 	/s/
Clifford Teller

Name:	Clifford
Teller, Executive Managing Director, Head of Investment Banking

ROTH
CAPITAL PARTNERS, LLC

By: 	/s/
Aaron M. Gurewitz

Name: Aaron
M. Gurewitz

Head
of Equity Capital Markets

CORRESP
1
filename1.htm

DelMar Pharmaceuticals, Inc.

Suite 720-999 West Broadway

Vancouver, British Columbia

July 1,
2015

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  DelMar
                                         Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    File No. 333-203357

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, DelMar Pharmaceuticals, Inc. (the
“Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 1:00 p.m., Eastern Time, on July 2, 2015, or as soon thereafter as possible.

The
Company hereby acknowledges the following:

 · that should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 · the action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

 · the Company may not assert the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    DelMar
Pharmaceuticals, Inc.

    By:
    /s/ Jeffrey Bacha

    Name: Jeffrey Bacha
Title: Chief Executive Officer

CORRESP
1
filename1.htm

July 1,
2015

Securities
and Exchange Commission

100 F. Street,
NE

Washington,
D.C. 20549

Re:  DelMar
                                         Pharmaceuticals, Inc.

    Registration
                                         Statement on Form S-1

    File
                                         No. 333-203357

Ladies and
Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Maxim Group LLC and Roth Capital Partners, LLC, as co-lead placement agents, hereby request acceleration of the effective
date of the above-referenced Registration Statement so that it will become effective at 1:00 p.m., Washington D.C. time, on Thursday,
July 2, 2015, or as soon thereafter as practicable.

The following
is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date
    of preliminary prospectus: June 12, 2015

    (ii)
    Dates of distribution:  June
    12, 2015 – June 23, 2015

    (iii)
    Number of prospective
    underwriters and dealers to whom the preliminary prospectus was furnished: 5

    (iv)
    Number of prospectuses
    so distributed: approximately: 459

The undersigned
confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as
amended, in connection with the above-referenced issue.

Very truly
yours,

MAXIM
GROUP LLC

/s/ Clifford
A. Teller

Name: Clifford
A. Teller

Title: Executive
Managing Director,

Head
of Investment Banking

ROTH
CAPITAL PARTNERS, LLC

/s/ Aaron
M. Gurewitz

Name: Aaron
M. Gurewitz

Title: Head
of Equity Capital Markets

CORRESP
1
filename1.htm

May 14, 2015

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re:  DelMar Pharmaceuticals, Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-203357

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR
on May 12, 2015, in which we, Maxim Group LLC and Roth Capital Partners, LLC, as joint book running managers and representative
of the underwriters of the Company’s proposed public offering, joined the Company’s request for acceleration of the
effective date of the above-referenced Registration Statement for Thursday, May 14, 2015, at 4:00 p.m. Eastern Time. The Company
Inc. is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw
our request for acceleration of the effective date.

Very truly yours,

MAXIM GROUP LLC

/s/ Clifford A. Teller

_______________________________

Name: Clifford A. Teller

Title: Executive Managing Director,

          Head of Investment
Banking

ROTH CAPITAL PARTNERS, LLC

/s/ Aaron M. Gurewitz

_______________________________

Name: Aaron M. Gurewitz

Title: Head of Equity Capital Markets

2

CORRESP
1
filename1.htm

DelMar Pharmaceuticals, Inc.

Suite 720-999 West Broadway

Vancouver, British Columbia

Canada V5Z 1K5

May 14,
2015

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  DelMar Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    File No. 333-203357

Ladies
and Gentlemen:

DelMar
Pharmaceuticals, Inc. hereby requests withdrawal of its request for the acceleration of effectiveness of the above-referenced registration
statement as set forth in its letter dated May 12, 2015.

    DelMar
Pharmaceuticals, Inc.

    By:
    /s/ Jeffrey Bacha

    Name: Jeffrey Bacha
Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

DelMar Pharmaceuticals, Inc.

Suite 720-999 West Broadway

Vancouver, British Columbia

May 12,
2015

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  DelMar Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    File No. 333-203357

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, DelMar Pharmaceuticals, Inc. (the
“Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:00 p.m., Eastern Time, on May 13, 2015, or as soon thereafter as possible.

The
Company hereby acknowledges the following:

 · that should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 · the action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

 · the Company may not assert the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    DelMar
Pharmaceuticals, Inc.

    By:
    /s/ Jeffrey Bacha

    Name: Jeffrey Bacha
Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

May 12, 2015

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re:  DelMar Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    File No. 333-203357

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the
U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC and Roth Capital Partners,
LLC, as joint book running managers and representative of the underwriters, hereby request acceleration of the effective date of
the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Washington D.C. time, on Wednesday May
13, 2015, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus: May 7, 2015

    (ii)
    Dates of distribution:  May 8 – May 11, 2015

    (iii)
    Number of prospective underwriters and dealers to whom the preliminary prospectus was furnished: 4

    (iv)
    Number of prospectuses so distributed: approximately 580

The undersigned confirms that it has complied with and will continue
to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

MAXIM GROUP LLC

/s/ Clifford A. Teller

_______________________________

Name: Clifford A. Teller

Title: Executive Managing Director,

Head of Investment Banking

ROTH CAPITAL PARTNERS, LLC

/s/ Aaron M. Gurewitz

_______________________________

Name: Aaron M. Gurewitz

Title: Head of Equity Capital Markets

April 14, 2015

Via E -mail
Jeffrey Bacha
Chief Executive Officer
DelMar Pharmaceuticals, Inc.
Suite 720 -999 West Broadway
Vancouver, British Columbia
Canada, V5Z 1K5

Re: DelMar Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed  April 10 , 2015
  File No.  333-203357

Dear Mr. Bacha :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Jeffrey Bacha
DelMar Pharmaceuticals, Inc.
April 14 , 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

 Please  contact Johnny Gharib  at (202) 551 -3170 or me at (202) 551 -3715  with any
questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Jeff Cahlon , Esq.
 Sichenzia Ross Friedman Ference  LLP

CORRESP
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filename1.htm

DelMar
Pharmaceuticals, Inc.

Suite
720 — 999 West Broadway

Vancouver,
British Columbia Canada V5Z 1K5

January
23, 2015

United States
Securities and Exchange Commission

Division of
Corporation Finance

100 F Street,
NE

Washington,
DC 20549

Attention: Mellissa
Campbell Duru

 Re: DelMar
                                         Pharmaceuticals, Inc.

                                         Schedule TO-I filed January 8, 2015

                                         File No. 005-87181

Dear
Ms. Duru:

The
following responds to the comments of the Securities and Exchange Commission (the “Commission”) as set forth in its
comment letter dated January 16, 2015 (the “Comment Letter”) relating to the above-referenced Schedule TO-I (the “Schedule
TO”) filed by DelMar Pharmaceuticals, Inc. (the “Company”). All capitalized terms not specifically defined herein
shall have the meaning assigned to such terms as set forth in the Schedule TO.

This
letter sets forth the comments of the Commission in the comment letter (numbered in accordance with the comment letter) and, following
each comment, sets forth the Company’s response.

General

Exhibit 99.1 to the company’s current report on Form
8-K filed on January 8, 2015 consists of a press release announcing the commencement of the Offer, yet the press release does
not appear to have been filed under cover of Schedule TO. Please refer to Rule 13e-4 (c) and file all written communications relating
to the offer under cover of Schedule TO.

Response:

The Company has
filed the press release as Exhibit (a)(1)(E) to the Schedule TO and revised “Item 12 Exhibits” to the Schedule TO
accordingly.

Exhibit (a)(1)(B)

Cautionary Statement…,
page 1

    1

We note disclosure that you undertake “…no obligation
to update any forward-looking statement or statements…” This assertion is inconsistent with the company’s obligation
to amend and promptly disseminate revised information in the event that existing disclosure materially changes. Therefore, please
revise this disclosure and refrain from including such language in future press releases and filings. Refer generally to Rules
13e-4(d)(2) and 13e-4(e)(3).

Response:

The Company has
revised its disclosures as set forth in the “Introduction” to the Schedule TO to comply with the comment above.

Financial Information Regarding
the Company, page 8

Consistent with the requirements of Item 1010 (c) of Regulation
M-A, please revise to include in the Offer to Exchange all of the summary financial statements required by that item. Please refer
to the Division of Corporation Finance Manual of Publicly Available Telephone Interpretations, Third Supplement (July 2001) at
H.7 available at http://www.sec.gov/interps/telephone/phonesupplement3.htm.

Response:

The Company has
revised its disclosure as set forth in the comment above by filing the disclosure required by Item 1010(a) of Regulation M-A as
Exhibit (a)(1)(F) to the Schedule TO.

Warrant Exchange Agreements, page
18

We note that certain warrantholders entered into warrant
exchange agreements representing 1,244,666 warrants on December 31, 2014. Please supplementally advise us of the negotiations
that preceded the execution of the warrant exchange agreements. For example, advise us of the total number of persons contacted
(i.e., including persons who chose not to execute the warrant exchange agreement at that time) and what percentage of the total
number of warrantholders such persons represented. Also, please confirm whether all persons who executed the agreement are accredited
investors. We may have further comment.

Response:

All of the persons who executed
the warrant exchange agreements represented to the Company in the warrant exchange agreements that they are accredited investors.
The Company has a pre-existing relationship with all of the warrantholders as they were originally issued their warrants pursuant
to a series of private placements in 2013.  Certain warrantholders who were eligible to participate in the Company’s
2014 tender offer to amend and exercise their warrants contacted the Company and suggested a warrant exchange at a ratio of three
warrants for one newly issued share of common stock. These were 16 persons who beneficially owned warrants to purchase an
aggregate of 2,397,291 shares of common stock, or 33% of the outstanding warrants, on a pre-warrant exchange basis (out of approximately
77 persons who beneficially owned warrants). Of the 16 persons who contacted the Company, one person beneficially owned 15% of
the total outstanding warrants on a pre-warrant exchange basis. The warrants were not publicly traded.

Conditions of the Exchange Offer,
page 22

A tender offer may be conditioned on a variety of events
and circumstances, provided that they are not within the direct or indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification of whether or not the conditions have been satisfied. In this regard, we refer
to disclosure in the fourth bullet point under (c), which references any “significant” decrease in the market price
of the company’s common stock. Please further clarify how the bidder will assess the significance of the decline by reference
to a quantitative reference point, such as a certain percentage decline from the prior market price as quoted on the OTCQX.

Response:

The Company
has revised its disclosures to remove this condition as indicated in “Item 4 Terms of the Transaction” of the Schedule
TO.

Please refer to the final paragraph under this heading. When
an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the company
should inform securityholders how it intends to proceed promptly, rather than wait until the end of the offer period, unless the
condition is one where satisfaction of the condition may be determined only upon expiration. Please confirm the company’s
understanding in your response letter.

Response:

The Company confirms its
understanding of the comment above.

    2

 7. Please
                                         refer to the comment above. Note that when a condition is triggered and you decide to
                                         proceed with the offer anyway, we believe that this constitutes a waiver of the triggered
                                         condition(s). Depending on the materiality of the waived condition and the number of
                                         days remaining in the offer, you may be required to extend the offer and re-circulate
                                         new disclosure to security holders. You may not, as this language seems to imply, fail
                                         to assert a triggered offer condition and thus effectively waive it without officially
                                         doing so. Please confirm the company’s understanding in your response letter.

Response:

The Company confirms its
understanding of the comment above.

Available Information/Incorporation
by Reference, page 26

You disclose that periodic reports subsequently filed pursuant
to the Exchange Act will be incorporated by reference to the Offer to Exchange through the expiration of the offer. Schedule TO
does not allow you to forward incorporate disclosure from subsequently filed documents. We refer you to General Instruction F
of Schedule TO and your obligation under Exchange Act Rules 13e-4(d)(2) and 13e-4(e)(3) to amend the Schedule to reflect a material
change in the information previously disclosed. Please revise your disclosure and confirm your understanding.

Response:

The Company
has revised its disclosure to respond to the comment above in the “Introduction” portion of the Schedule TO and in
“Available Information/Incorporation by Reference” in the Exchange Offer Statement and confirms its understanding
of this comment.

The
Company hereby acknowledges the following:

 • the
                                         Company is responsible for the adequacy and accuracy of the disclosure in the
                                         filing;

 • Staff
                                         comments or changes to disclosure in response to staff comments do not foreclose
                                         the Commission from taking any action with respect to the filing; and

 • the
                                         Company may not assert staff comments as a defense in any proceeding initiated
                                         by the Commission or any person under the federal securities laws of the
                                         United States.

Please
contact the undersigned with any questions.

    Sincerely,

    /s/ Jeffrey A. Bacha

        Jeffrey A. Bacha

    Chief Executive Officer
    and President

3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

   January  16, 2015

Via Email
Gregory Sichenzia, Esq.
Sichenzia Ross F riedman  Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006

Re: DelMar Pharmaceuticals, Inc.
  Schedule TO -I
Filed January 8, 2015
  File No . 005-87181

Dear M r Sichenzia :

We have reviewed the above referenced filing and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us of when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your resp onse.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General
1. Exhibit 99.1 to t he company ’s current report on Form 8 -K filed on January 8, 2015
consists of a press release announcing the commencement  of the Offer , yet the press
release  does not appear to have been f iled unde r cover of Schedule TO .  Please refer to
Rule 13e -4 (c)  and file all written communications relating to the offer under cover of
Schedule TO .

Exhibit (a)(1)(B)

Cautionary S tatement …, page 1
2. We note disclosure that you undertake “…no obligation to update any forward -looking

Mr. Gregory Sichenzia
Sichenzia Ross Friedman Ference LLP
January 16, 2015
Page 2
 statement  or statements …”  This assertion  is inconsistent with  the company ’s obligation
to amend and promptly disseminate revised information in the event that existing
disclosure materially changes.  Therefore, please revise this d isclosure and refrain from
including such language in future press releases and filings.  Refer generally to Rule s
13e-4(d)(2)  and 13e -4(e)(3) .

Financial Information Regarding the Company, page 8

3. Consistent with the requirements of Item 1010 (c) of Regulation M -A, please revise to
include in the Offer to Exchange all of the summary financial statements  required by that
item.  Please r efer to the Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations, Third Supplement ( July 2001) at H.7 available at
http://www.sec.gov/interps/telephone/phon esupplement3.htm

Warrant Exc hange Agreements, page 18

4. We note th at certain warrantholders entered into warrant exchange agreements
representing 1,244,666 warrants on December 31, 2014.  Please s upplementally advise us
of the negotiations that preceded the execution of the warrant exchange agreements .  For
example, advise us of the total number of persons contacted (i.e., including persons who
chose not to execute the warrant exchange agreement at that time ) and what percentage of
the total number of warrantholders such person s represented.  Also, please confirm
whether all persons who executed the agreement are accred ited investors.  We may have
further comment.

Conditions of the Exchange Offer, page 22

5. A tender offer may be conditioned on a variety of events and circumstances, provided
that they a re not within the direct or indirect control of the bidder, and are drafted with
sufficient specificity to allow for objective verification of whether or not the conditions
have been satisfied.  In this regard, we refer to disclosure  in the fourth bullet point under
(c), which references any “significant ” decrease in the market price of the company ’s
common stock .  Please  further  clarify  how the bidder will assess the significance of the
decline  by reference to a quantit ative reference point, such as a certain percentage decline
from the prior  market price as quoted on the OTCQX .

6. Please refer to the final paragraph under this heading.   When an offer condition is
triggered by events that occur during the offer period and before the expiration of the
offer, the company should inform security holders  how it intends to proceed promptly,
rather than wait until the end of the offer period, unless the condition is one where
satisfaction of the condition may be determined only upon expiration.  Please confirm the
company’s understanding in your response le tter.

7. Please refer to the comment above.   Note that when a condition is triggered and you
decide to proceed with the offer anyway, we believe that this constitutes a waiver of the
triggered condition(s).  Depending on the materiality of the waived condition and the

Mr. Gregory Sichenzia
Sichenzia Ross Friedman Ference LLP
January 16, 2015
Page 3
 number of days remaining in the offer, you may be required to extend the offer and re -
circulate new disclosure to security holders.  You may not, as this language seems to
imply, fail to assert a triggered offer condition and thus effectively waive it without
officially doing so.  Please confirm the company’s  understanding in your response letter.

Available Information /Incorporatio n by Reference , page 26

8. You disclose that periodic reports subsequently filed pursuant to the Exchange Act will
be incorporate d by reference to the Offer to Exchange  through the expiration of the offer .
Schedule TO does not allow you to forward incorporate disclosure from subsequently
filed documents.  We refer you to General Instruction F of Schedule TO and your
obligation under Exchange Act Rules 13e-4(d)(2)  and 13e -4(e)(3) to amend the Schedule
to reflect a material change in the information previously disclosed .  Please revise your
disclosure and confirm your understanding.

* * *

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicab le Exchange Act rules require.  Since the company  and its
management are  in possession of all facts relating to the disclosure, they are responsible for the
accuracy and adequacy of t he disclosures they have  made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company  is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect  to the filing; and

 the company  may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Mr. Gregory Sichenzia
Sichenzia Ross Friedman Ference LLP
January 16, 2015
Page 4
 Please direct any questions to me at (202) 551 -3757.  You may also contact me via
facsimile at (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.
      Sincerely,
       /s/ Mellissa Campbell Duru

       Mellissa Campbell Duru
       Special Counsel
       Office of Mergers & Acquisitions

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COMPANY  LETTERHEAD

June 26, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Daniel F. Duchovny

Re:

DelMar Pharmaceuticals, Inc. Schedule TO-I filed June 9, 2014 SEC File No. 005-87181

Dear Mr. Duchovny:

The following responds to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) as set forth in its comment letter dated June 18, 2014 (the “Comment Letter”) relating to the above-referenced Schedule TO-I (the “Schedule TO”) filed by DelMar Pharmaceuticals, Inc. (the “Company”).  All capitalized terms not specifically defined herein shall have the meaning assigned to such terms as set forth in the Schedule TO.

This letter sets forth the comments of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment, sets forth the Company’s response. We also have enclosed a copy of Amendment No. 1 to the Schedule TO (the “Amended Schedule TO”).

Schedule TO-1

1.

Please provide the disclosure in Items 2, 3, 6 and 9 in the document delivered to security holders.

Response:

In response to the Staff’s comment, the Company has provided the disclosure in Items 2,3,6 and 9 in the document delivered to security holders.

1

Item 10. Financial Statements

2.

We note you have incorporated by reference the financial information required by Item 1010(a) of Regulation M-A. Please tell us why you have determined that the information required by Item 1010(b) is not applicable and why you have not provided the summary information required by Item 1010(c).

Response:

In response to the Staff’s comment, the Company has revised the Schedule TO to include the pro forma financial information required by Item 1010(b) of Regulation M-A and has determined that the summary information required by Item 1010(c) is required.

Offer to Amend and Exercise

3.

We note the last legend on your cover page relating to the exemption from the Securities Act. Please tell us the basis for your belief that the issuance of shares pursuant to the offer is exempt from registration.

Response:

The Company issued the Investor Warrants in private placement transactions in reliance on the exemption from registration provided by Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”) inasmuch as these previous private placement transactions occurred without any form of general solicitation or general advertising. The holders of the Investor Warrants previously represented to the Company that they were “accredited investors” in connection with the transactions in which such holders acquired the Investor Warrants in 2013. As such, the Company anticipates that the holders of the Investor Warrants will continue to qualify as accredited investors, unless their status has changed since their prior transaction with the Company.

The Company intends to rely on Section 4(2) of the Securities Act, and Rule 506 promulgated thereunder, as an exemption for its offer to amend the Investor Warrants. The Company has implemented the Offer to Amend and Exercise without any form of general solicitation or general advertising. In addition, the Company intends to provide the following in the Amended Schedule TO:

a) The Company will continue to require the holders of the Investor Warrants to complete an accredited investor questionnaire, although the holders will not be required to be an accredited investor in order to participate in the Offer to Amend and Exercise.

b) The Election to Participate and Exercise Warrant shall continue to enable the Company to determine whether any holder who is not an accredited investor either alone or with the holder’s purchaser representatives has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment.

c)  The Company has included in the Offering Materials a new disclosure document titled “Supplemental Company Information,” which includes all of the information required by Rule 502 of Regulation D. In addition, the Company has incorporated all information contained in any reports or documents required to be filed under Sections 13(a), 14(a), 14(c) and 15(d) of the Securities Exchange Act of 1934 as amended. As a result, the Company has met the requirement to deliver to non-accredited investors the information required by Rule 502(b)(2)(ii) of Regulation D, thereby still satisfying the requirements of Rule 506 in the event any of the eligible warrant holders have ceased to be accredited investors within the meaning of Rule 501 under Regulation D.

2

As stated above, based on their prior representations, the Company anticipates that each of the holders of the Investor Warrants are accredited investors, and that the Offer to Amended and Exercise will qualify for an exemption from registration under the Securities Act.

4.

On a related note, please reconcile the inclusion of the legend as well as a condition to the offer relating to your determination that an exemption is available. It appears that you have already determined that there is an exemption, thus your inclusion of a condition appears to belie your apparent conclusion that the issuance of shares is exempt. Please advise.

Response:

The Company has determined that an exemption is available for the offer, as discussed in the response to Comment 3 above. The Company has revised the Offer to Amend and Exercise to remove the language referring to an exemption from registration as a condition.

Summary of Terms, page 1

5.

We note that in this section, under the caption "Conditions," you include as a condition to the offer the completion by holders of the Accredited Investor Questionnaire. It appears that the offer is limited to persons who are accredited investors. Please provide an analysis as to Rule 1 3e-4(f)(8)(i), which requires that the offer be open to all security holders.

Response:

The Company has revised the Offer to Amend and Exercise so that the offer is not limited to persons who are accredited investors.

6.

On a related note, it appears that you have included as a condition what appears to be better described as a term of the offer that affects each security holder rather than the offer as a whole. Please advise.

Response:

The Company has revised the Offer to Amend and Exercise to remove the language referring to an exemption from registration as a condition.

7.

On a further related note, this condition is not included in Section 6 of the offer to amend. Please advise.

Response:

The Company has revised the Offer to Amend and Exercise to include completion by holders of an Accredited Investor Questionnaire in Section 6.

3

Conditions to the Offer to Amend and Exercise, page 16

8.

We note that your condition (i) is subject to your determination of compliance with the federal securities laws. The ability of a bidder to determine, in its sole discretion, whether a condition has occurred may render the offer illusory. Please revise.

Response:

In response to the Staff’s comment, the Company has revised the Offer to Amend and Exercise to remove the language referenced above.

Election to Participate

9.

We note that in the representations and warranties 2-4 of the election form you improperly require tendering security holders to certify various things. Please revise to delete the requirement that security holders make the referenced representations. Alternatively, amend the form to include a legend in bold typeface that indicates you do not view the representations made by security holders as a waiver of liability and that you commit not to assert that these provisions constitute a waiver of liability.

Response:

The Company has revised the Election to Participate to remove the language referenced above.

 The Company hereby acknowledges the following:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned with any questions.

Sincerely,

/s/ Jeffrey A. Bacha

Jeffrey A. Bacha

Chief Executive Officer and President

4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

       June 18, 2014

Via E -mail

David B. Manno , Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway 32nd. Floor
New York, NY 10006

Re: DelMar  Pharmaceuticals, Inc.
 Schedule TO -I filed June 9, 2014
 SEC File No. 005-87181

Dear M r. Manno :

We have reviewed your filing s and have the following comment.  In some of our
comment , we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   If you do not believe our 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 filing and the information you provide in
response to this comment , we may have additional comments.

Schedule TO -I
1. Please provide the disclosure in Items 2, 3, 6 and 9  in the document delivered to
security holders .

Item 10. Financial Statements
2. We note you have incorporated by reference the financial information required by
Item 1010(a) of Regulation M -A.  Please tell us why you have determined that the
information required by Item 1010(b) is not applicable and why you have not
provided the summary information required by Item 1010(c) .

David B. Manno, Esq.
Sichenzia Ross Friedman Ference LLP
June 18, 2014
Page 2

Offer to Amend and Exercise
3. We note the last legend on your cover page relating to the exemption from the
Securities Act.  Please tell us the basis for your belief that the issuance of shares
pursuant to the offer is exempt from registration.
4. On a related note, please reconcile the inclusion of the legend as well as a
condition to the offer relating to your determination that an exem ption is
available.  It appears that you have already determined that there is an exemption,
thus your inclusion of a condition appears to belie your apparent conclusion that
the issuance of shares is exempt.  Please advise .

Summary of Terms, page 1
5. We no te that in this section, under the caption “Conditions,” you include as a
condition to the offer the completion by holders of the Accredited Investor
Questionnaire.  It appears that the offer is limited to persons who are accredited
investors.   Please prov ide an analysis as to Rule 13e -4(f)(8)(i), which requires that
the offer be open to all security holders.
6. On a related note, it appears that  you have included as a condition what appears to
be better described as a term of the offer that affects each secur ity holder rather
than the offer as a whole.  Please advise .
7. On a further related note, this condition is not included in Section 6 of the o ffer to
amend.  Please advise.

Conditions to the Offer to Amend and Exercise , page 16
8. We note that your condition ( i) is subject to your determination of compliance
with the federal securities laws.  The ability of a bidder to determine, in its sole
discretion, whether a condition has occurred  may render the offer illusory.  Please
revise.

Election to Participate
9. We note that in the representations and warranties 2 -4 of the election form  you
improperly require tendering security holders to certify various things.  Please
revise to delete the requirement that security holders make the referenced
representations .  Alternatively, amend the form to include a legend in bold
typeface that indicates you do not view  the representations  made by security

David B. Manno, Esq.
Sichenzia Ross Friedman Ference LLP
June 18, 2014
Page 3

 holders as a waiver of liability and that you commit  not to assert that th ese
provision s constitute  a waiver of liability .

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company
is in possession of all facts relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

 In responding to our comments, please provide  a written statement from the
company  acknowledging that :

 the company  is responsible for the adequacy and accuracy of the disclosure in
the filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing;
and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

Please direct any questions to me at (202) 551 -3619.  You may also contact me
via facsimil e at (202) 772 -9203.   Please send all correspondence to us at the following
ZIP code: 20549 -3628.

Sincerely,

 /s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

April 8, 2013

Via E -Mail
Jeffrey Bacha
Chief Executive Officer and President
DelMar Pharmaceuticals, Inc.
Suite 720 -999 West Broadway
Vancouver, BC
Canada V5Z 1K5

Re: DelMar  Pharmaceuticals, Inc.
 Current Report on Form 8-K
Filed January 31 , 2013 , as amended
File No. 000 -54801

Dear Mr. Bacha :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey P. Riedler
Assistant Director
cc: Via E -Mail
Jeff Cahlon
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, NY 10006

CORRESP
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DelMar Pharmaceuticals, Inc.

Suite 720-999 West Broadway

Vancouver, British Columbia

Canada V5Z 1K5

March 14, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:   Jeffrey Rielder, Assistant Director

Re:

DelMar Pharmaceuticals, Inc.

Form 8-K

Filed January 31, 2013

File No. 000-54801

Ladies and Gentlemen:

The following responses address the comments of the reviewing Staff of the Securities and Exchange Commission (the “Staff”) as  set  forth  in  a  comment  letter  dated February 27, 2013 relating to the above-referenced Form 8-K of DelMar Pharmaceuticals, Inc. (“DelMar” or the "Company")  The answers set forth herein refer to each of the Staff’s comments by number.

General

1.

We note your pending confidential treatment request and advise you that we will not be in a position to conclude our review of your filing until all comments on your confidential treatment request have been resolved. We will deliver any comments to your confidential treatment request under separate cover.

Response:

The Staff’s comment is duly noted.

“We are dependent on obtaining certain patents…” page 6

2.

We note that you conduct a considerable amount of work with Guangxi Wuzhou in China. Please expand this risk factor and related discussions, as appropriate, to disclose that China is one of the countries that has provided less protection to a company’s intellectual property than the United States.

Response:

The risk factor has been expanded in accordance with the Staff’s comment.

VAL-083 Clinical Development in GBM, page 15

3.

We note the data presented on page 15. Please confirm that you have presented the data for all patients currently enrolled. Alternatively, please provide us with a detailed analysis which supports your belief that the data is representative of all patients enrolled. In addition, please expand your disclosure to disclose the number of patients that you are seeking to enroll.

Response:

The disclosure regarding the clinical data has been expanded in accordance with the Staff’s comment.

1

Developing Partnerships with Pharmaceutical Companies

Guangxi Wuzhou Pharmaceutical Company, page 24

4.

Please expand your disclosure to describe the material terms of your collaboration agreement with Guangxi Wuzhou, including the duration and termination provisions, the aggregate payments to date, material obligations, and the nature and scope of any intellectual property licensed or otherwise transferred.

Response:

The disclosure regarding the collaboration agreement has been expanded in accordance with the Staff’s comment, including with respect to the duration and termination provisions. As discussed with the Staff, the Company has requested redaction of the duration and conditions for renewal provisions specifically as they relate to the preemptive right of DelMar (BC) to act as exclusive buyer for the China market. The Company believes redaction of these provisions is appropriate in that these provisions are not material to investors and, if disclosed, could harm the Company’s competitive position.

What is considered a material disclosure to investors is based on the facts and circumstances. Section II.B.1 of Staff Legal Bulletin No. 1 states that, “general disclosure about a contract should not prevent an applicant from requesting confidential treatment of selected terms of the contract that remain undisclosed.” The collaboration agreement is complex and includes various rights and obligations of both parties as they relate to various markets. The requested redacted portion is limited to the duration and termination provisions for a specific right for one particular market. All other provisions of the agreement, including general duration and termination provisions, and all terms relating to all other markets other than China, have been publicly disclosed.

In addition, public disclosure of the duration and conditions for renewal provisions specifically as they relate to the preemptive right of DelMar (BC) to act as exclusive buyer for the China market would have a significant adverse impact on the Company’s competitive position. If competitors of the Company become aware of these terms, they may try to supplant the Company for exclusive commercial rights to the VAL-083 product in China by, for example, proposing sales targets and prices which the Company may be unwilling or unable to meet.

Item 4. Security Ownership of Certain Beneficial Owners and Management, page 33

5.           Please list Valent and RL Vollantine Construction Inc. in the table as holders of five percentor more of your common stock.

Response:

Valent and RL Vollantine Construction Inc. have been added to the table in accordance with the Staff’s comment.

Item 5. Directors and Executive Officers, page 34

6.           We note your disclosure on page 22 that your executive officers are not full-time employees, butare engaged on an independent contractor or contract-employment basis. Please disclose theamount of time each executive officer devotes to the company’s business and expand your discussion on page 36 to describe any provisions of their consulting agreements under which they allocate their time to the company. In addition, please file the consulting agreements with your executive officers as exhibits pursuant to Item 601(b)(10) of Regulation S-K.

Response:

The directors and executive officers and executive compensation sections have been expanded, and the consulting agreements have been added as exhibits, in accordance with the Staff’s comment.

Item 6. Executive Compensation, page 36

7.           On page F-43, you disclose that in 2012 you approved a stock option plan and granted 1,020,000stock options under the plan. Please confirm that none of your executive officers or directorsreceived any stock options during 2012. Alternatively, please revise your disclosure on pages 36 and 37 to disclose the required information pursuant to Item 402 of Regulation S-K for 2012.

2

  Response:

Each executive officer and director was issued options to purchase 150,000 common shares on February 1, 2012. The executive compensation section has been revised accordingly.

Item 7. Certain Relationships and Related Transactions, page 37

8.

           Please expand your discussion of the patent assignment agreement with Valent, as amended, to include the duration and termination provisions and the amount of royalties payable expressed as a percentage or range within 10% (i.e. single digits, teens, twenties, etc.).

Response:

The discussion of patent assignment agreement has been expanded in accordance with the Staff’s comment.

9.

Please file copies of the following agreements with Valent pursuant to Item 601(b)(10)(ii)(A) of Regulation S-K:

o

Loan agreement; and

o

Agreement to access your facilities in California, as disclosed on page 33.

Response:

The loan agreement has been added as an exhibit in accordance with the Staff’s comment. There is no separate agreement with respect to access to the California facilities. The Company has access to such facilities pursuant to an informal unwritten arrangement with Valent. The 8-K has been revised accordingly.

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very Truly Yours,

/s/ Jeffrey Bacha

Chief Executive Officer

3

February 27, 2013

Via E -Mail
Jeffrey Bacha
Chief Executive Officer and President
DelMar Pharmaceuticals, Inc.
Suite 720 -999 West Broadway
Vancouver, BC
Canada V5Z 1K5

Re: DelMar  Pharmaceuticals, Inc.
 Form 8-K
Filed January 31, 2013
File No. 000 -54801

Dear Mr. Bacha :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. We note your pending confidential treatment request and advise you that we will not be
in a position to conclude our review of your filing until all comments on your
confidential treatment request have been resolved.  We will deliver any comments to your
confidential treatment request under separate cover.

 “We are dependent on obtaining certain patents…” page 6

2. We note that you conduct a considerable amount of work with Guangxi Wuzhou in
China.  Please expand this risk factor and rela ted discussions, as appropriate, to disclose
that China is one of the countries that has provided less protection to a company’s
intellectual property than the United States.

Jeffrey Bacha
DelMar Pharmaceuticals, Inc.
February 27, 2013
Page 2

 VAL -083 Clinical Development in GBM, page 15

3. We note the data presented on pag e 15.  Please confirm that you have presented the data
for all patients currently enrolled.  Alternatively, please provide us with a detailed
analysis which supports your belief that the data is representative of all patients enrolled.
In addition, pleas e expand your disclosure to disclose the number of patients that you are
seeking to enroll.

Developing Partnerships with Pharmaceutical Companies
Guangxi Wuzhou Pharmaceutical Company, page 24

4. Please expand your disclosure to describe the material terms of your collaboration
agreement with Guangxi Wuzhou, including the duration and termination provisions, the
aggregate payments to date, material obligations, and the nature and scope of any
intellectual property licensed or otherwise transferred.

Item 4.  Security Ownership of Certain Beneficial Owners and Management, page 33

5. Please list Valent and RL Vollantine Construction Inc. in the table as holders of five
percent or more of your common s tock.

Item 5.  Directors and Executive Officers, page 34

6. We note your disclosure on page 22 that your executive officers are not full -time
employees, but are engaged on an independent contractor or contract -employment basis.
Please disclose the amount o f time each executive officer devotes to the company’s
business and expand your discussion on page 36 to describe any provisions of their
consulting agreements under which they allocate their time to the company.  In addition,
please file the consulting ag reements with your executive officers as exhibits pursuant to
Item 601(b)(10) of Regulation S -K.

Item 6.  Executive Compensation, page 36

7. On page F -43, you disclose that in 2012 you approved a stock option plan and granted
1,020,000 stock options under t he plan.  Please confirm that none of your executive
officers or directors received any stock options during 2012.  Alternatively, please revise
your disclosure on pages 36 and 37 to disclose the required information pursuant to Item
402 of Regulation S -K for 2012.

Item 7. Certain Relationships and Related Transactions, page 37

8. Please expand your discussion of the patent assignment agreement with Valent, as
amended, to include the duration and termination provisions and the amount of royalties

Jeffrey Bacha
DelMar Pharmaceuticals, Inc.
February 27, 2013
Page 3

 payable expressed as a percentage or range within 10% (i.e. single digits, teens, twenties,
etc.).

9. Please file copies of the following agreements with Valent pursuant to Item
601(b)(10)(ii)(A) of Regulation S -K:

 Loan agreement; and

 Agreement to access your facil ities in California, as disclosed on page 33.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

Please contact Amy Reischauer at (202) 551 -3793, Jennifer Riegel at (202) 551 -3575, or
me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Jennifer Riegel for

Jeffery P. Riedler
Assistant Director
cc: Via E -Mail
Jeff Cahlon
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, NY 10006

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Berry Only Inc.

722B Kingston Road

Toronto, Ontario M4E 1R7

December 20, 2010

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

100 F Street, N.E., Mail Stop 4631

Washington, D.C. 20549

Attn: Jessica Kane

Re:     Acceleration Request

Berry Only Inc. Registration Statement on Form S-1

File No. 333-168897

Dear Ms. Kane

Berry Only Inc., as the registrant of the above-captioned registration statement, hereby respectfully requests that the registration statement be permitted to become effective at 3:00 p.m., Washington, D.C. time, on December 22, 2010, or as soon thereafter as is practicable.

Berry Only Inc. acknowledges that: (i) should the Commission or the staff acting by delegated authority declare the above-captioned registration statement effective, it does not foreclose the Commission from taking any action on the filing; (ii) the action of the Commission or the staff acting by delegated authority in declaring the above-captioned registration statement effective does not relieve Berry Only Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) Berry Only Inc. may not assert the comments of the Commission and the declaration of the above-captioned registration statement’s effectiveness as a defence in any proceeding initiated by the Commission or any person under the United States’ federal securities laws.

Please advise our corporate counsel, Karen A. Batcher, Esq. at (619) 475-7882, of any questions.

Yours truly,

/s/ David Guest

David Guest

President

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Berry Only Inc.

722B Kingston Road

Toronto, Ontario M4E 1R7

December 9, 2010

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

100 F Street, N.E., Mail Stop 4631

Washington, D.C. 20549

Attn: Jessica Kane

Re:          Berry Only Inc.

Registration Statement on Form S-1

File No. 333-168897

Dear Ms. Kane

In addition to our December 2, 2010 response to your comment letter dated November 22, 2010, we would like to clarify the following:

Selling Shareholders, page 9

None of the shareholders purchased their shares with the intent to distribute or to act as an underwriter.

Yours truly,

/s/ David Guest

David Guest

President

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Berry Only Inc.

722B Kingston Road

Toronto, Ontario M4E 1R7

December 2, 2010

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

100 F Street, N.E., Mail Stop 4631

Washington, D.C. 20549

Attn: Jessica Kane

Re:          Berry Only Inc.

Registration Statement on Form S-1

File No. 333-168897

Dear Ms. Kane

In response to your comment letter dated November 22, 2010 we have filed an amendment to the S-1 which was originally filed on August 17, 2010.

General

1.  While we respectively disagree with the Staff's interpretation, the selling shareholders have reduced the number of shares being registered in hopes that Staff will re-characterize this offering as a secondary offering.

Selling Shareholders, page 9

2.   The selling shareholders purchased the securities they are attempting to register for resale in the ordinary course of their own personal investment objectives.  The Company is not aware of any shareholder who is in the "business" of investing in small, start-up companies.

Financial Statements, page 28

Balance Sheet, page 29

3.   Revised

Liquidity and Capital Resources, page 51

4.  Revised

Thank you for your comments, we await your response.

Yours truly,

/s/ David Guest

David Guest

President

November 22, 2010

David Guest Chief Executive Officer
Berry Only Inc. 722B Kingston Road
Toronto, Ontario
M4E 1R7 Canada
Re: Berry Only Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed November 12, 2010
  File No. 333-168897

Dear Mr. Guest:

We have reviewed your registration statement and have the following comments.
General

1. We note your response to comment one in our letter dated October 27, 2010.
Notwithstanding the representa tions in your response, for the reasons previously
articulated it still appears to us that the selling shareholders  are acting as a conduit for the
company and that this is a primary offering on behalf of the company.  Accordingly, if
you wish to continue with the registration of the sale of these shar es, please identify the
selling shareholders as underw riters and clearly state on your cover page that the selling
shareholders will offer these securities for a fixed price of $0.01 for the duration of the
offering.
Selling Shareholders, page 9

2. We note your response to comment three in ou r letter dated Octobe r 27, 2010.  We have
carefully considered the subscription agreem ent representation that you have cited in
your response but it does not appear to us to address our comment directly.  Therefore, as
previously requested, please tell us whethe r the selling sharehol ders purchased the
securities they are attempting to  register for resale in the ordinary course of business.

David Guest Berry Only Inc. November 22, 2010 Page 2

Financial Statements, page 28

Balance Sheet, page 29

3. The column heading of your September 30, 2010 balance sheet indicates that these
amounts are unaudited, which implies that your June 30, 2010 balance sheet includes
amounts that are audited.  Since none of the amounts are covered by an audit report when
they are presented in your interim financia l statements for the period ended September
30, 2010, you should not imply that the June 30, 2010 balance sheet amounts are audited.
Please revise.

Liquidity and Capital Resources, page 51

4. You disclose that you used cash in operati ng activities of $7,910 during the three months
ended September 30, 2010.  It appears that you actually used cash in operating activities
of $8,563 during the three months ende d September 30, 2010.  Please revise.
 You may contact Jeff Gordon at  (202) 551-3866 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Jessica Kane at (202) 551-3235 or Dieter King at  (202) 551-3338 with any other
questions.
Sincerely,

Pamela A. Long Assistant Director
 cc: Karen A. Batcher, Esq.  Synergen Law Group, APC  819 Anchorage Place, Suite 28  Chula Vista, CA 91914

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Berry Only Inc.

722B Kingston Road

Toronto, Ontario M4E 1R7

November 12, 2010

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

100 F Street, N.E., Mail Stop 4631

Washington, D.C. 20549

Attn: Jessica Kane

Re:          Berry Only Inc.

Registration Statement on Form S-1

File No. 333-168897

Dear Ms. Kane

In response to your comment letter dated October 27, 2010 we have filed an amendment to the S-1 which was originally filed on August 17, 2010.

General

1.  You have requested that the Company address how the number of shares offered and the time that the shareholders have held their shares affect the applicability of Rule 415(a)(1)(i) to this offering.  Our analysis is provided below.  As an initial matter, however, the Company reiterates that none of the Selling Shareholders is a conduit for the Company, but rather, purchased their shares for their own account.  Each of the Selling Shareholders were immediately at market risk once their shares were purchased, and such market risk has continued through the time of filing the registration statement.

In the present case, each of the Selling Shareholders executed a Subscription Agreement for the purchase of their shares.  Paragraph 5.1 of the Subscription Agreement specifically stated that:

"(h)      "the Subscriber is purchasing the Shares as a principal (and not as an agent) for investment purposes only with no intention or view to reselling or distributing any portion or beneficial interest in the Shares and the Subscriber will be the beneficial owner of any Shares to be issued to the Subscriber if, as and when this Subscription is accepted by the Company in whole or in part;

(i)         the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

(j)         the Subscriber is familiar with the aims and objectives of the Company and the proposed use of the proceeds received by the Company from the sale of the Shares and is aware of the risk and other characteristics of his investment in the Shares including the risk that no market for the Shares may ever exist...."

A true and correct copy of the Company's Subscription Agreement, which was signed by each of the selling shareholders, is attached hereto as Exhibit "A".

The Company believes that the Investors evaluated an investment in the Company on the basis of the business purpose for the Private Placement and the funds needed accomplish the business purpose, and whether they believed that the Company’s proposed use of proceeds was rational and likely to produce appropriate investment returns.

The Number of Shares Offered

The Company acknowledges and respects the Staff's concern about abusive transaction structures, and note that the Staff's focus of concern has been primarily on market participants who engage in illegal trading activities in and around PIPE transactions (i.e. "toxic PIPE transactions"), and transactions such as “toxic convertibles” where convertible notes are issued with floating conversion prices, resulting in a conversion into a multiple (e.g., 2x, 3x, 4x or higher) of the total number of outstanding shares.   Accordingly, Staff scrutinizes offerings in which the number of shares offered constitute 30% or more of the total outstanding shares held by non-affiliates, had has created a rebuttable presumption that registration of 30% or more of the non-affiliate shares is a primary offering by the company and not a secondary offering by existing shareholders.

Because of the requirements of Rule 415, the Staff’s interpretation of Rule 415 has a dramatic and potentially disastrous impact on the ability of smaller public companies, like the Company, to raise capital and on the ability of a selling stockholder to effect the resale of its securities.  Therefore, the Staff should only recharacterize a secondary offering as being on behalf of a registrant after careful and complete review of the relevant facts and circumstances.  The availability of Rule 415 depends on whether the offering is made by bona fide selling stockholders or deemed to be made by or on behalf of the issuer. In order for the Staff to determine that the offering is in reality being made on behalf of the issuer, the Staff must conclude that the selling shareholders are essentially seeking to effect a distribution of an issuer’s shares. However, if the Staff’s concern is that a distribution is taking place, the Company respectfully submits that the number of shares being registered should be one of the less important factors in the Staff’s analysis since an inappropriate distribution of shares can take place regardless of the amount of shares.  In

addition, limiting the number of shares being registered does not affect any significant change in the circumstances of a proposed offering, the investment intent of the selling shareholders or the ability of investors to effect a distribution if, in fact, that was their intent.

In reviewing all of the circumstances in this case, the Company urges Staff to recognize that each Selling Shareholder executed a Subscription Agreement wherein the subscriber states that he or she has purchased his or her own account.  The Selling Shareholders are not acting as a conduit for the Company, and this offering should not be characterized as a primary offering, and therefore Rule 415(a)(1)(i) is applicable.

How Long the Selling Shareholders Have Held the Shares

Presumably, the longer shares are held, the less likely it is that the Selling Shareholders are acting as a mere conduit for the Company.  As noted above, Staff's concern focuses on the applicability of Rule 415 to curb "toxic PIPE transactions.  Here, the Selling Shareholders have now held their shares in excess of four months as of the date of this letter.  During such time, to the Company’s knowledge, none of the selling shareholders have sold any of their shares nor have they engaged in any derivative transaction.  This holding period is longer than the period required by the Staff for valid “PIPE” transactions.  In fact instantaneous registration is permitted under the PIPEs Interpretation (below), so any delay, even a short one, must also be permissible.  (See SEC's CDI Interpretation 116.19 (the “PIPEs Interpretation”).   Therefore, if this holding period would be appropriate if the offering was pursuant to a PIPE transaction, then it should be appropriate in a non-PIPE offering.

2.   Pursuant to Rule 419(a)(2), the term blank check company, means "a development stage company that either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies... and is issuing penny stock as defined in Rule 3a51-1 under the Securities Exchange Act of 1934."  Rule 419 does not, however, apply to offerings by start-up companies with specific business plans are not subject to Rule 419, even if operations have not commenced at the time of the offering.  See SEC Release 33-6932.

We are not a blank check company as defined by Rule 419 because, as set forth in the Registration Statement, we have a very clear business plan, which is to distribute Wireless Wipes™ in Canada. As discussed in the registration statement under “Plan of Operations” over the next 12 months the Company intends to launch its website, develop marketing materials, develop 3rd party distributor relationships develop detailed advertising strategies both online and offline. The company has secured its initial supply of Wireless Wipes since the last amendment to the registration statement. On a day-to-day basis the Company has currently being focusing its efforts on getting the initial website designed and launched. The website design is now complete and the Company is working towards getting it launched. We expect the website to be launched within the next few days. Once the initial website has been

launched we will turn our efforts to the addition of a shopping cart so that we can accept credit card payments directly on the website. Once the website is able to accept online payment the Company will focus its day-to-day efforts on marketing, in an effort to drive customers to its website. The company will also then turn its focus to the development of 3rd party distributor relationships as discussed in its plan of operations.

The Company has no current plans, arrangements, commitments or understandings to engage in a merger or acquisition with another company.

Selling Shareholders, page 9

3.   The Company recognizes that the term "in the normal course of business" does not adequately describe the shareholders' intentions.  Pursuant to section 5.1(i) of the Subscription Agreement, each Selling Shareholder represented that he or she "is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares."  Therefore, each Selling Shareholder represented that he or she would only sell his or her shares in the normal course of being an investor of the Company and not as an underwriter or in a distribution.

Item 16 – Exhibits, page 49

6.  Please note we have update our financial statements to include the three month period ended September 30, 2010.

Thank you for your comments, we await your response.

Yours truly,

/s/ David Guest

David Guest

President

Exhibit A

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

SUBSCRIPTION AGREEMENT

BERRY ONLY INC.

SUBSCRIPTION AGREEMENT made as of this ____ day of ______________, 2010 between Berry Only Inc., a Nevada corporation (the “Company”) and the undersigned (the “Subscriber”).

1.

Subscription

1.1          The Subscriber hereby irrevocably subscribes for and agrees to purchase (such subscription and agreement to purchase being the “Subscription”) from Berry Only Inc. (the “Company”), subject to the terms and conditions set forth herein __________ shares (the “Shares“) at the price per Share of $______ the total purchase price being $__________ (the “Subscription Proceeds”).  Subject to the terms hereof, this subscription will be effective upon its acceptance by the Company.

2.

Interpretation

2.1          In this Agreement, unless the context or subject matter otherwise requires:

(a)

“Agreement” means the agreement between the Company and the undersigned hereby constituted;

(b)

“Subscriber” means the undersigned subscriber for Shares whose name and address are set forth on page 3 hereof;

(c)

“U.S. Person” shall have the meaning ascribed thereto in Regulation S under the 1933 Act, and for the purpose of the Agreement includes any person in the United States.

2.2          In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organisations, governmental bodies and other legal or business entities of any kind whatsoever.

2.3          Any reference to currency is to the currency of the United States of America unless otherwise indicated.

2.4          In the event that any day on or before which any action is required to be taken hereunder is not a business day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a business day.  For the purposes of this Agreement, “business day” means a day which is not Saturday or Sunday or a statutory holiday in Edmonton, Alberta.

3.

Payment and Use of Subscription Proceeds

3.1          The Subscription Proceeds must accompany this Subscription and shall be paid by cheque or bank draft drawn on a Canadian or U.S. chartered bank made payable to the Company and delivered to the Company or its lawyers or may be wired directly to either one of them, or in such other manner as may be specified by the Company.  If the Subscription Proceeds are delivered to the Company’s lawyers, the Subscriber authorizes the Company’s lawyers to deliver the Subscription Proceeds to the Company on the Closing Date (as defined herein).

3.2          Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the Shares have been issued to the Subscriber at which time the Subscription Proceeds will be deemed to have been paid in full consideration for the Shares.

3.3          In the event that this Agreement is not accepted by the Company within 60 days of the delivery of an executed Agreement by the Subscriber, this Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber set forth on the signature page 3 of this Agreement.

3.4          Subject to applicable legislation, this Subscription is and shall be irrevocable except that the Subscriber shall have no obligations hereunder in the event this Subscription is not accepted for any reason.

Direction and Required Documentation

3.5          The Subscriber must complete, sign and return an executed copy of this Agreement to the Company.

3.6          The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law.

4.

Closing

4.1          The closing (the “Closing”) of the offering of the Shares will take place on such date (the “Closing Date”) as may be determined by the Company.

5.

Covenants, Representations and Warranties of Subscriber

5.1          The Subscriber hereby covenants, represents and warrants to and with the Company (which covenants, representations and warranties are true and correct as at the date hereof and shall survive the acceptance, if any, by the Company, of this Subscription in whole or in part) that:

(a)

the Subscriber is not a U.S. Person;

(b)

the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;

(c)

the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Agreement and the sale of the Shares to the Subscriber as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;

(d)

the Subscriber, if an individual, has attained the age of majority;

(e)

the Subscriber, if a corporation, partnership, unincorporated association or other entity, is legally competent to e

October 27, 2010

David Guest Chief Executive Officer
Berry Only Inc. 722B Kingston Road
Toronto, Ontario
M4E 1R7 Canada
Re: Berry Only Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed October 15, 2010
  File No. 333-168897

Dear Mr. Guest:

We have reviewed your registration statement and have the following comments.
General

1. We note your response to comment one in our letter dated October 6, 2010.  While we note your representations that the selling shar eholders are not affiliates of the company
and are not in the business of  underwriting securities, but ra ther are friends and business
colleagues of your founder who purchased thei r shares in arms-length transactions, we
remain concerned that the selling shareholders might be acting as a conduit for the company and that this is a pr imary offering on behalf of the company.  Specifically, we
note that the selling shareholders have owned their shares for less than four months and that the shares being registered for resale by the selling shareholde rs represent all the
outstanding shares held by non-aff iliates.  Please provide us w ith your analysis as to how
these two factors (the length of the holding period and the number of shares) impact your ability to use Rule 415(a)(1)(i) in view  of the guidance in Question 612.09 of the
Division’s Compliance & Disclosure Interpreta tions for Securities Act Rules.  Please
provide a detailed response.  In your response,  you may also wish to  describe the nature
of the relationships between the selli ng shareholders and your president.

2. We note your response to comment two in our letter dated October 6, 2010; however, we
reissue the comment.  While the Commissi on stated in SEC Release No. 33-6932 (April
13, 1992) that start-up companies with specific  business plans are not subject to Rule
419, even if operations have not commenced at the time of the offering, the Commission also stated that “it will scrutinize regist ered offerings for attempts to create the
appearance that the registrant is not a de velopment stage company or has a specific
business plan, in an effort to avoid the appl ication of Rule 419.”  We note your analysis

David Guest Berry Only Inc. October 27, 2010 Page 2

as to whether Rule 419 applies to your offeri ng consists of a representation that you have
a clear business plan to distribute Wire less Wipes in Canada.  Please expand your
analysis to provide a detailed explanation as to why Rule 419 does not apply to this
offering.  In providing this analysis, please sp ecifically discuss your business plan for the
next twelve months and your day-to-day operations.  Also disclose whether you have any
current plans, arrangements, commitments or understandings to engage in a merger or
acquisition with another compa ny.  Alternatively, please revise  the registration statement
to comply with Rule 419 and prominently disclose that you are a blank check company.

Selling Shareholders, page 9

3. We note your response to comment five in our letter dated October 6, 2010; however, we
reissue the comment in part.  As previously requested, please tell us whether the selling
shareholders purchased  the securities to be resold in the ordinary course of business.
 Item 16 – Exhibits, page 49

4. Please ensure you file an updated consent from your independent accountant in your next Form S-1/A.
You may contact Jeff Gordon at  (202) 551-3866 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Jessica Kane at (202) 551-3235 or Dieter King at  (202) 551-3338 with any other
questions.

Sincerely,

Pamela A. Long Assistant Director
 cc: Karen A. Batcher, Esq.  Synergen Law Group, APC  819 Anchorage Place, Suite 28  Chula Vista, CA 91914

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Berry Only Inc.

722B Kingston Road

Toronto, Ontario M4E 1R7

October 15, 2010

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

100 F Street, N.E., Mail Stop 4631

Washington, D.C. 20549

Attn: Jessica Kane

Re:          Berry Only Inc.

Registration Statement on Form S-1

File No. 333-168897

Dear Ms. Kane

In response to your comment letter dated October 6, 2010 we have filed an amendment to the S-1 which was originally filed on August 17, 2010.

General

1.  We have reviewed the Staff’s historical guidance on delayed or continuous offering and sale of securities as articulated in Question 612.09 (“CD&I 612.09”) of the Compliance and Disclosure Interpretations regarding the rules promulgated under the Securities Act, which states, in pertinent part:

The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer. (emphasis added)

As such, the standard of review for the Staff in deciding the “question of whether an offering styled a secondary one is really on behalf of the issuer” remains an analysis of the facts and circumstances articulated in CD&I 612.09.  We have reviewed the factors that the Staff set forth in its Comment Letter and other relevant factors, including CD&I 612.09.

Rule 415(a)(1)(i) provides in relevant part that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided that the registration statement pertains only to securities which are to be offered or sold solely by or on behalf of persons other than the registrant. The Company respectfully submits that all the shares registered for resale under the Registration Statement are covered by Rule 415(a)(1)(i) because (i) all the securities will be offered or sold solely by security holders of the Company and not by the Company; (ii) none of the security holders is acting on behalf of the Company, and (iii) none of selling shareholders are affiliates of the Company.

After a review of 415(a)(1)(i)  and a review of Securities Act Rules  Compliance and Disclosure Interpretations Question 612.09, we believe that the registration of the shares on behalf of selling shareholders does not constitute transactions "by or on behalf of the issuer".  As stated in the Registration Statement, the Company  will not  receive  any  proceeds  from the sale of these  shares by the selling shareholders. The Company has not entered into any arrangements with the selling shareholders to receive any of the funds they may receive if they were to sell their shares.

Because none of the selling shareholders is acting on behalf of the Company, and because the Registration Statement pertains only to securities being offered or sold by persons other than the Company and its affiliates, the offering is appropriately characterized as a transaction that is eligible to be made on a shelf basis under Rule 415(a)(1)(i).

Analysis of Rule 415 Criteria for a Secondary Offering

CD&I 612.09 lists six set of factors that should be taken into consideration when assessing whether an offering meets the requirements under Rule 415(a)(1)(i).  Those factors are as follows:  how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

In our view, based on a proper consideration of all of those factors, the Staff should conclude that the offering contemplated by the Registration Statement is “solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary” and therefore, the registration of the Shares should be permitted by Rule 415(a)(1)(i).

●    How long the Selling Shareholders have held the shares.

The Selling Shareholders listed in the Registration Statement purchased their shares in arms-length transactions from the Company in June, 2010.

●    The circumstances under which the Selling Shareholders received their shares.

As noted above, each of the Selling Shareholders purchased their shares from the Company in an arms-length transaction.  The issuer conducted bona fide private placements of its securities on an arms-length basis to friends and business colleagues of the Company's founder.  Each of the Selling Shareholder purchased their shares for cash, which was received by the Company.  The Company will not receive any consideration from the subsequent sale of these shares by the Selling Shareholders. Each selling shareholders has the full economic and market risk at least for the period from the date of purchase to the effective date of the Registration Statement, which has not yet occurred. The selling shareholders purchased the shares for investment purposes and not with a view of "distribution" as defined in Regulation M as an offering of securities that differs from normal trading activities for reasons that include special efforts and selling methods.

●   The Selling Shareholders' relationship to the issuer.

All shares are being registered on behalf of non-affiliates.  None of the Selling Shareholders have any other relationship with the Company.

The number of shares being registered pursuant to this Registration Statement is 2,950,000, which represents 49.58% of the outstanding shares.  However, none of the Selling Shareholders is an owner of more than 2.6% of the Company's outstanding shares.

●    Whether the sellers are in the business of underwriting securities.

None of the Selling Shareholders are in business of underwriting securities or registered broker-dealer.

●    Whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Each of the selling shareholders is acting on its own behalf and not on behalf of the Company. Each selling shareholders has the full economic and market risk at least for the period from the date of purchase to the effective date of the Registration Statement, which has not yet occurred. The selling shareholders purchased the shares for investment purposes and not with a view of distribution. There are no indicia that any of the selling shareholders is engaged in a “distribution.”

None of the Selling Shareholders is an underwriter or registered broker-dealer.  To the knowledge of the Company, none of the selling stockholders is making any special selling efforts, utilizing any special selling methods, or entering into any agreements, understandings or arrangements with any underwriter, broker-dealer, or other person or entity with respect to the sale of the shares covered by the Registration Statement.

Again, because none of the selling shareholders is acting on behalf of the Company, and because the Registration Statement pertains only to securities being offered or sold by persons other than the Company and its affiliates, the offering is appropriately characterized as a transaction that is eligible to be made on a shelf basis under Rule 415(a)(1)(i).

2.   Pursuant to Rule 419(a)(2), the term blank check company, means "a development stage company that either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies... and is issuing penny stock as defined in Rule 3a51-1 under the Securities Exchange Act of 1934."  Rule 419 does not, however, apply to offerings by start-up companies with specific business plans are not subject to Rule 419, even if operations have not commenced at the time of the offering.  See SEC Release 33-6932.

We are not a blank check company as defined by Rule 419 because, as set forth in the Registration Statement, we have a very clear business plan, which is to distribute Wireless Wipes™ in Canada.

3.   Revised

4.   Revised

Selling Shareholders, page 9

5.   Each Selling Shareholder represented in writing to the Company that the Shares would be purchased solely for the account of the shareholder and not for distribution.  The Selling Shareholders further represented that, at the time of purchase, they did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities.  All Selling Shareholders have represented to the Company that they intend to sell their shares in the ordinary course of business.

6.  None of the selling shareholders has had a material relationship with any of our affiliates during the past three years.

Advertising, page 20

7.   Revised

Recent Accounting Pronouncements, page 35

8.   Revised

Plan of Operations, page 38

Phase I – Initial Launch (cont’d), page 38

9.   Revised

Liquidity and Capital Resources, page 40

10.  Revised

Directors, Executive Officers, Promoters and Control Persons, page 41

11.   Revised

Recent Sales of Unregistered Securities, page 47

12.  The Company relied on Rule 903(a) and conditions set forth in Category 3 (Rule 903(b)(3)).

Thank you for your comments, we await your response.

Yours truly,

/s/ David Guest

David Guest

President

October 6, 2010

David Guest Chief Executive Officer
Berry Only Inc. 722B Kingston Road
Toronto, Ontario
M4E 1R7 Canada
Re: Berry Only Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed September 23, 2010
  File No. 333-168897

Dear Mr. Guest:

We have reviewed your registration statement and have the following comments.
General

1. We note your response to comment two in our letter dated September 10, 2010.  In view of the facts and circumstan ces surrounding your offering as we understand them and the
fact that you are registering for resale 49.6%  of your outstanding shares, it appears that
the transaction might not be a secondary offe ring eligible to be made on a delayed or
continuous basis pursuant to Ru le 415(a)(1)(i) and instead may be a primary offering.
Please advise us of your basis for determin ing that the transaction is appropriately
characterized as a transa ction that is eligible to be ma de under Rule 415(a)(1)(i).  Please
provide a detailed response.  To assist you in preparing your response, you may wish to refer to Question 612.09 of the Division’s Co mpliance & Disclosure Interpretations for
Securities Act Rules, which can be found on our website.
2. As revised, your filing indicates that you are a development stage company involved primarily in organizational activities to date with nominal assets and working capital, no
revenues, no firm commitments for rais ing additional financing, no operations, no
manufactured products, and no employees (other  than your president).  These and other
facts suggest that your proposed business is commensurate in scope with the uncertainty ordinarily associated with a blank check company and should comply with Rule 419 of
Regulation C under the Securities Act of 1933, as  amended.  Please provide us with your
analysis as to why you believe Rule 419 does not apply to your offering or revise the
registration statement to comply with Ru le 419 and confirm that you will file post-
effective amendments as required by Rule 419(d) and (e).  Please note that the offer must
contain the terms set fort h in Rule 419(e)(2).

David Guest Berry Only Inc.
October 6, 2010 Page 2

3. We have reviewed your response to commen t 26 in our letter dated September 10, 2010.
It appears that you have only identified your statement of operations and statement of
cash flows as those of a development stage en terprise.  As previously requested, please
also identify your balance sheet, statement of stockholders’ equity (d eficit) and notes to
the financial statements as those of a devel opment stage enterprise.   Refer to FASB ASC
915-205-45-4.
4. We have reviewed your response to commen t 27 in our letter dated September 10, 2010.
As we previously requested, please revise your presentations of net income (loss) per
share throughout the filing to round only to th e nearest cent.  For example, you continue
to present a loss per shar e of $0.002 for the year ended June 30, 2010 on page 35.
 Selling Shareholders, page 9

5. We note your response to comment nine  in our letter dated September 10, 2010,
particularly your statement that “each Selli ng Shareholder represented in writing to the
Company that the Shares would be purchased solely for the account of the shareholder
and not with a view to, or for resale in connection with, any distribution in any
jurisdiction where such sale or  distribution would be preclude d.”  On the basis of this
statement, in your response you conclude th at “each Selling Shar eholder purchased the
Shares to be resold in the or dinary course of business, and did not have any agreements
or understandings, directly nor indirectly, with  any person to distribut e the securities after
purchase.”  The prior statement does not appe ar to us to support this conclusion.
Specifically, in our view the last clause of the statement (“in any jurisdiction where such
sale or distribution would be precluded”) re nders the statement vague.  As previously
requested, please tell us whethe r the selling shareholders pu rchased the securities to be
resold in the ordinary course of business a nd, at the time of purchase, please tell us
whether the selling shareholders had any agreements or understandings, directly or
indirectly, with any person to  distribute the securities.

6. We note on page 10 that none of your selling sh areholders has had a material relationship
with you other than as a share holder at any time within the past three years.  Please
confirm whether any of the selling shareholders  has had a material relationship with any
of your affiliates during the past three years.  If  such relationships existed, please disclose
them.  See Item 507 of Regulation S-K.

Advertising, page 20

7. We note your response to comment 20 in our letter dated September 10, 2010.  Please
describe in more detail how you plan to implement your search engine optimization
strategy.

David Guest Berry Only Inc.
October 6, 2010 Page 3

Note 2 – Summary of Significan t Accounting Policies, page 33

Recent Accounting Pronouncements, page 35

8. We have reviewed your response to commen t 29 in our letter dated September 10, 2010.
It appears that you still disclose that you do not anticipate the adop tion of “ACS 165” will
have an impact on your consolidated results of operations or financial position.  Since
this pronouncement is already effective for you, please revise your disclosure to clearly
state that you adopted FASB ASC 855 and it did not have an imp act on your financial
position, results of operations or cash flows, if true.

Plan of Operations, page 38

Phase I – Initial Launch (cont’d), page 38

9. We note your response to comment 33 in our letter dated September 10, 2010.  In the
fourth bullet point, please explain what you mean by “list development.”
 Liquidity and Capital Resources, page 40

10. We have reviewed your response to commen t 36 in our letter dated September 10, 2010.
You disclose on page 40 that you used cash in  operating activities in the amount of $863
during the three month period ended June  30, 2010.  Based on your statement of cash
flows, it appears that you actua lly used cash in operating ac tivities in the amount of $211
during the three month period en ded June 30, 2010.  Please revise.
 Directors, Executive Officers, Promoters and Control Persons, page 41

11. We note your response to comment 37 in our letter dated September 10, 2010; however, we reissue the comment.  For Mr. Guest,  please specifically discuss the specific
experience, qualifications, attributes or skills  that led to the conc lusion that he should
serve as a director for you in light of your business and structure.  If material, this
disclosure should cover more th an the past five years, in cluding information about his
particular areas of expertise or other re levant qualifications.  See Item 401(e) of
Regulation S-K.
Recent Sales of Unregistered Securities, page 47

12. We note your response to comment 39 in our letter dated September 10, 2010; however, we reissue the comment in part.  Please di sclose the section of Rule 903 you relied upon
since Section (C)(3) does not  appear in Rule 903.

David Guest Berry Only Inc. October 6, 2010 Page 4

You may contact Jeff Gordon at  (202) 551-3866 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Jessica Kane at (202) 551-3235 or Dieter King at  (202) 551-3338 with any other
questions.
Sincerely,

Pamela A. Long Assistant Director
 cc: Karen A. Batcher, Esq.  Synergen Law Group, APC  819 Anchorage Place, Suite 28  Chula Vista, CA 91914

CORRESP
1
filename1.htm

    berryonlys1a1letter.htm

Berry Only Inc.

722B Kingston Road

Toronto, Ontario M4E 1R7

September 22, 2010

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

100 F Street, N.E., Mail Stop 4631

Washington, D.C. 20549

Attn: Jessica Kane

Re:          Berry Only Inc.

Registration Statement on Form S-1

File No. 333-168897

Dear Ms. Kane

In response to your comment letter dated September 10, 2010 we have filed an amendment to the S-1 which was originally filed on August 17, 2010.

General

1.    Revised

2.

This does not come under the definition of an "at market offering" since there is no existing trading market for the securities.  Therefore, the limitation on the amount of shares offered by non-affiliates is not applicable.

Prospectus Cover Page, page 1

3.    Revised

Summary, page 3

4.    Revised

Risk Factors, page 5

Because we have obligations under the Exclusive Distribution Agreement …, page 5

5.    Revised

6.

Revised, EDGAR filed Distribution Agreement corrected to reflect the June 30, 2010 deadline.

Because our president owns approximately 50.42% …, page 6

7.    Revised

Evolving regulation of the Internet …, page 7

8.    Revised

Selling Shareholders, page 9

9.

Revised, Prior to each sale of shares to the Selling Shareholders, each Selling Shareholder represented in writing to the Company that the Shares would be purchased solely for the account of the shareholder and not with a view to, or for resale in connection with, any distribution in any jurisdiction where such sale or distribution would be precluded. Accordingly, the Company believes that each Selling Shareholder purchased the Shares to be resold in the ordinary course of business, and did not have any agreements or understandings, directly nor indirectly, with any person to distribute the securities after purchase.

Interests of Named Experts and Counsel, page 13

10.   Revised

Description of Business, page 14

11.    Revised

12.    Revised

13.    Revised

Need for the Product, page 15

14.    Revised

Manufacturing and Product Fulfillment, page 16

15.    Revised

2

Customers, page 18

16.    Revised

17.    Revised

Distribution Agreement with Wireless Wipes, page 17

18.    Revised

Direct Sales Strategy, page 19

19.    Removed

Advertising, page 20

20.    Revised

Website, page 21

21.

Revised, We do not intend to use the website in connection with this or any other offering.

Competition, page 21

22.    Revised

U.S. Experience, page 23

23.    Revised

Employees, page 24

24.    Revised

Registration Rights, page 26

25.    Revised

Financial Statements, page 27

General

26.    Revised

Statement of Operations and Consolidated Loss, page 30

27.    Revised

3

Note 2 –Summary of Significant Accounting Policies, page 33

Basic and Diluted Earnings Per Share, page 35

28.    Revised

Recent Accounting Pronouncements, page 35

29.    Revised

Note 3 – Uncertainty of Ability to Continue as a Going Concern, page 36

30.    Revised

Plan of Operations, page 38

31.    Revised

32.

Revised, We referred to the product rather than the company, this has been corrected. The only relationship between Berry Only Inc. and Wireless Wipes is the Exclusive Distribution Agreement.

33.    Revised

Liquidity and Capital Resources, page 39

34.    Revised

35.    Revised

36.    Revised

Directors, Executive Officers, Promoters and Control Persons, page 40

37.    Revised

Available Information, page 44

38.    Revised

Recent Sales of Unregistered Securities, page 46

39.    Revised

4

Undertakings, page 47

40.    Revised

Exhibit 5.1 – Legal Opinion of Synergen Law Group

41.    Included

Thank you for your comments, we await your response.

Yours truly,

/s/ David Guest

David Guest

President

5

September 10, 2010

David Guest Chief Executive Officer
Berry Only Inc. 722B Kingston Road
Toronto, Ontario
M4E 1R7 Canada
Re: Berry Only Inc.
Registration Statement on Form S-1 Filed August 17, 2010
  File No. 333-168897

Dear Mr. Guest:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. It appears that you intend the securities being registered to  be offered on a delayed or
continuous basis under Rule 415 of the Securities  Act.  If so, please check the Rule 415
box on the cover page of the registration statement.
2. We note that you currently have 5,950,000 shares outstanding, of which 3,000,000 are owned by your sole executive officer and director, Mr. Guest, and 2,950,000 are being
registered for resale by the selling shareholde rs.  Because of the nature and size of the
transaction being registered relative to th e number of shares outstanding, your offering
appears to be an “at the market offering of equity securities by or on behalf of the
registrant” under Rule 415(a)(4) of Regulati on C.  However, it appears that you might not
eligible to conduct an offeri ng “at the market.”  Therefor e, please advise us of the
company’s basis for determining that the tran saction is appropriately characterized as a

David Guest Berry Only Inc.
September 10, 2010 Page 2

transaction that is eligible to be made unde r Rule 415(a)(1)(i) or, alternatively, please
reduce the amount of shares bei ng registered to an amount that  is less than or equal to no
more than one-third of the amount of your outstanding securities held by non-affiliates.

Prospectus Cover Page, page 1

3. Please include the page number for the Risk  Factors section.  S ee Item 501(b)(5) of
Regulation S-K.
Summary, page 3

4. Please revise this section to disclose that you have receiv ed a going concern opinion from
your auditor.
 Risk Factors, page 5

 Because we have obligations under the Exclus ive Distribution Agreement . . . , page 5

5. We note your statement that you have an annual distribution minimum of 20,000 pouches
under the Exclusive Distribution Agreement with Wireless Wipes or the Agreement
becomes null and void.  However, in Sec tion Three of the Exclusive Distribution
Agreement we note that you have an annua l distribution minimum of 10,000 pouches.
Please reconcile this apparent inconsiste ncy or revise your disclosure accordingly
throughout the registration statement.
6. In this risk factor and an appropriate part of your Busine ss section, please disclose the
deadline for you to complete your annual distribution minimum to avoid the Agreement becoming null and void.  We note that the Agreement’s initial termination date is December 31, 2010.
Because our president owns approximately 50.42% . . . ., page 6

7. Please revise this risk factor  to clarify, if true, that Mr. Guest has, and following the
completion of the offering will continue to have, the ability to control your company.
 Evolving regulation of the Internet . . . ., page 7

8. Please revise this risk factor  to specifically address the risk to your business that you
believe evolving regulation of the Internet presen ts.  In its current form, the risk factor is
too vague.

David Guest Berry Only Inc.
September 10, 2010 Page 3

Selling Shareholders, page 9

9. On page 9, we note that the selling shareholde rs have only held their shares since June
30, 2010; however, on page 47 you state that  you completed an offering of 2,950,000
shares to 33 purchasers on March 31, 2008.  Please reconcile these statements.
Additionally, please tell us with a view towards disclosure whether the selling
shareholders purchased or received the securiti es to be resold in the ordinary course of
business, and at the time of purchase or receipt of these securities, the selling
shareholders had any agreements or understa ndings, directly or indirectly, with any
person to distribute  the securities.
 Interests of Named Experts and Counsel, page 13

10. Please revise the second paragraph of this se ction to state that the financial statements
have been included in reliance on the repor t by John Kinross-Kennedy, C.P.A., given his
authority as an expert in auditing and accounting.

Description of Business, page 14

11. The disclosure in your prospectus must be fair and balanced.  We note that throughout the
prospectus you make affirmative statements about what you will do or what will happen, but it appear that many of these statements ar e predictive in nature or depend on factors
beyond your control and thus are subject to a degree of uncerta inty that your use of the
word “will” (and similar expressions) does not convey.  See, for example, the statement
on page 14 that “[d]emand . . . will be driven by several factors” and the statement on page 20 that you “will attend major tradeshow s.”  Please revise these and similar
statements throughout the prospectus to clar ify matters that you intend to do or believe
will happen.
12. Please refer to the second paragraph on page  14.  Please tell us why the product you are
proposing to sell is “revolutionary” or revise  your disclosure accordingly.  We note from
your disclosure elsewhere in the prospectus that similar products exist.  In addition,
please revise your disclosure to explain the term “landed cost.”

13. We note the four bullet points at the bottom of page 14.  Please provide a more detailed
explanation of what you mean by “proven di stribution strategy,” “good partners,” and
“cost effective strategy.”
Need for the Product, page 15

14. We note your statement that “[c]ell phone subs cribers in the Canadian market equal 19.3
million (2007 stat).”  If available, please revise to include a more recent statistic or revise

David Guest Berry Only Inc.
September 10, 2010 Page 4

your disclosure to address the risks associat ed with relying on, a nd the limitations of,
information that is three years old.
Manufacturing and Product Fulfillment, page 16

15. We note your statement that the minimum orde r size is 400 pouches, at a cost of US
$560.  However, in Section Three of the Excl usive Distribution Agreement we note that
you have a minimum order of US $300.  Pl ease revise your disc losure accordingly
throughout the registration statement.
Customers, page 18

16. We note that you name certain distributors and retailers when discussing the types of
customers you will sell to, such as Pu rell, 360 DOTCONNECT and other cell phone
retailers in the Toronto area, Office Depot, a nd UPS.  Please tell us why you have chosen
to name these distributors and retailers.  Please clearly state whether you have entered into agreements or negotiations with these dist ributors or retailers or whether they have
approached you about distributing or selling Wireless Wipes.  Please note that you cannot
imply the existence of a relationship when one does not in fact exist.

17. Please provide a clear basis for the followi ng assertions on page 18 or revise your
disclosure accordingly.
• “Indications are that [major hygiene/sa nitizing product distributors] are very
interested in also distributing Wireless Wi pes expected to in turn will distribute
Wireless Wipes in Canada to their customers.”
• “[E]arly efforts in Canada all indicate that  these [major cell phone retailers in the
Toronto area] are very interest ed in selling Wireless Wipes.”
• “In addition, general department stores are expected to carry Wireless Wipes.”

Distribution Agreement with Wireless Wipes, page 17

18. Please revise your disclosure to describe the material terms of this agreement, such as, the
duration of the exclusivity period.  In additi on, we note your statement that “[d]istribution
will be through websites and affiliate programs,  retail sales, wholesale distribution to
resellers, and corporate/institution accounts (hos pitals, airports, etc.).  Please explain in
more detail what you mean by “affiliate programs.”  Also, please correct the pagination
on this page.

Direct Sales Strategy, page 19

19. Please tell us supplementally why you include d a picture of your t ypical sell sheet and
how it will help investors evaluate you when making investment decisions.  Alternatively, you may remove the sell sheet from the prospectus.

David Guest Berry Only Inc.
September 10, 2010 Page 5

Advertising, page 20

20. In the Other Key Strategies section, please explain in more detail what you mean by
“online search engine optimization strategy.”

Website, page 21

21. In this section, please address the following issues:
• Disclose when you expect the website to be operational.
• In the first line of the secti on, please describe the catalog in  which the product will be
included.
• In the sixth bullet point, please explain “coo,mapping features.”

In addition, please tell us whether you inte nd to use your website in connection with
this offering.  If you do, please provide us supplementally with copies of all offering materials that you intend to ma ke available through your website.

Competition, page 21

22. Please identify your principal methods of competition.  See Item 101(h)(4)(iv) of
Regulation S-K.
U.S. Experience, page 23

23. We note your statement on page 24 that “Berry Only intends to pursue this same business
model for Canada.”  Please provide a clear a nd more detailed description of the business
model Berry Only intends to pursue.
 Employees, page 24

24. Please revise this disclosure to clarify th at you currently do not conduct business and are
engaged only in development stage activities.
 Registration Rights, page 26

25. We note your statement in the last paragraph on page 26 that “[i]n the near future, in
order for us to continue with our mineral exploration program, we will need to raise
additional capital.”  However, it does not appear that you have a mineral exploration
program.  Please revise your disclosure accordingly.

David Guest Berry Only Inc.
September 10, 2010 Page 6

Financial Statements, page 27

 General

26. You disclose on page 3 that you are a devel opment stage enterprise.  As such, please
identify your financial statements as those of  a development stage enterprise.  Refer to
FASB ASC 915-205-45-4.  In addition, you should present cumulative amounts from
your inception in your statement of operations  and statement of cash flows.  See FASB
ASC 915-225-45-1 and 915-230-45-1.
 Statement of Operations and Consolidated Loss, page 30

27. In order not to imply a greater degree of pr ecision than exists, revise your presentations
of net income (loss) per share throughout th e filing to round only to the nearest cent.
 Note 2 – Summary of Significan t Accounting Policies, page 33

 Basic and Diluted Earnings Per Share, page 35

28. Please revise your disclosure to state, if true , that the reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations are for the year and period ended June 30, 2010 and 2009, instead  of the three months ended June 30,
2010 and 2009.
 Recent Accounting Pronouncements, page 35

29. You disclose that you do not anticipate the adoption of FASB ASC 165 will have an impact on your consolidated results of operations  or financial position.  You also disclose
that the adoption of SFAS 168, as reflected in  FASB ASC 105, will not have an impact
on your financial position, results of ope rations or cash flows.  Since these
pronouncements are effective for you, please revise your disclosu re to clearly state that
you adopted the pronouncements and they did not have an impact on your financial
position, results of operations or cash flows, if true.
 Note 3 – Uncertainty of Ability to Continue as a Going Concern, page 36

30. Please revise your going concern disclosure to disclose whet her there is any possibility
that you would disc ontinue operations.
 Plan of Operations, page 38

31. Please revise this section to state clearly which business setup and formation activities
you have already completed and a timefram e for when you anticipate completing the
remaining activities.  Additionally, please speci fically identify the activities and steps of

David Guest Berry Only Inc.
September 10, 2010 Page 7

the process that are included in the $30,000 budget you specify at the bottom of page 38
and when you anticipate you will need to rais e more capital to implement your business
plan.
32. We note your statements that you researched and wrote the Wireless Wipes business plan and that you developed the Wi reless Wipes website.  Please explain to us supplementally
why you were involved in these stages of Wi reless Wipes’ development.  Specifically,
please explain the nature of the relationship between you and Wireless Wipes.

33. Please discuss in more detail how you plan to develop third party dist ributor relationships
and national accounts.
 Liquidity and Capital Resources, page 39

34. Please disclose your commitments for capital  expenditures, if any, as of June 30, 2010,
including the amount of and a description of the commit ments.  In addition, please
disclose how you anticipate funding thes e commitments.  See Item 303(a)(2) of
Regulation S-K.
35. Please disclose in your liquidity section any known trends or any known demands,
commitments, events or uncertainties that wi ll result in or that are reasonably likely to
result in your liquidity increas ing or decreasing in any mate rial way.  See Item 303(a)(1)
of Regulation S-K.

36. Please revise your liquidity section to al so discuss the changes in your operating,
investing, and financing cash fl ows as depicted in your statement of cash flows.  Your
discussion should focus on the primary drivers of  and other material factors necessary to
an understanding of your cash flows and the in dicative value of hist orical cash flows.
Please refer to the SEC Inte rpretive Release No. 33-8350.
 Directors, Executive Officers, Promoters and Control Persons, page 40

37. Please provide the director information fo r Mr. Guest required by Item 401(e) of
Regulation S-K.
 Available Information, page 44

38. Please note that the Securities and Exch ange Commission’s current address is 100 F
Street, NE, Washington, DC 20549.  Please revise your disclosure accordingly.

David Guest Berry Only Inc.
September 10, 2010 Page 8

Recent Sales of Unregistered Securities, page 46

39. Please disclose the facts relied upon to make the Regulation S exemption available for the sale of 2,950,000 shares of common stock to 33 purchasers.  Please also disclose the
section of Rule 903 you relied upon since sect ion (C)(3) does not a ppear in Rule 903.

Undertakings, page 47

40. Please tell us why you have included the Rule  430B undertaking (par agraph 4(a) in your
filing), as it does not appear that the offering falls within  the scope of Rule 430B.
Alternatively, you may dele te this undertaking.
 Exhibit 5.1 – Legal Opinion of Synergen Law Group

41. Please provide us with the supplemental c onfirmation of your legal counsel that in
limiting its opinion to the General Corporat ion Law of the State of Nevada, counsel
means all statutes, including the rules and regulations underlying those provisions,
applicable judicial and re gulatory determinations, and provisions of the Nevada
Constitution that affect the interpretation of the General Corporation Law of the State of Nevada.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the fil