SecProbe.io

CORRESP
 1
 filename1.htm

 January 27, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Innocan
 Pharma Corporation (CIK 0001889791)

 Registration
 Statement No. 333-288899 on Form F-1 (the "Registration Statement")

 Ladies
and Gentlemen:

 In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity LLC,
as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement
so that it will become effective at 5:00 p.m. Eastern Time on January 29, 2026, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 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,

 ThinkEquity
 LLC

 By:
 /s/ Eric
 Lord

 Name:
 Eric
 Lord

 Title:
 Head
 of Investment Banking

CORRESP
 1
 filename1.htm

 Innocan
Pharma Corporation

 1015,
926 – 5 Avenue SW

 Calgary,
Alberta T2P 0N7, Canada

 January
27, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 RE:
 Innocan
 Pharma Corporation (CIK 0001889791)

 Registration
 Statement No. 333-288899 on Form F-1 (the "Registration Statement")

 Ladies
and Gentlemen:

 Innocan
Pharma Corporation (the " Registrant ") hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), so that it may
become effective on January 29, 2026 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

 The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling David Huberman at 312.364.1633. The Company hereby authorizes Mr. Huberman to orally modify or withdraw
this request for acceleration.

 Very
 truly yours,

 INNOCAN
 PHARMA CORPORATION

 By:
 /s/
 Iris Bincovich

 Iris
 Bincovich

 Chief
 Executive Officer

CORRESP
1
filename1.htm

Innocan
Pharma Corporation

1015,
926 – 5 Avenue SW

Calgary,
Alberta T2P 0N7, Canada

September
24, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Innocan
    Pharma Corporation (CIK 0001889791)

    Registration
    Statement No. 333-288899 on Form F-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Innocan
Pharma Corporation (the “Registrant”) hereby withdraws its request submitted on September 22, 2025 for acceleration
of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Securities Act”), on September 24, 2025 at 5:00 p.m., Eastern Time.

    Very
    truly yours,

    INNOCAN
    PHARMA CORPORATION

    By:
    /s/
    Iris Bincovich

    Iris
    Bincovich

    Chief
    Executive Officer

cc:
David Huberman (Greenberg Traurig, LLP)

CORRESP
1
filename1.htm

September
22, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Innocan
    Pharma Corporation (CIK 0001889791)

    Registration
    Statement No. 333-288899 on Form F-1 (the “Registration Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC,
as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement
so that it will become effective at 5:00 p.m. Eastern Time on September 24, 2025, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

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,

    ThinkEquity
    LLC

    By:
    /s/ Eric
    Lord

    Name:
     Eric Lord

    Title:
     Head of Investment Banking

CORRESP
1
filename1.htm

Innocan
Pharma Corporation

1015,
926 – 5 Avenue SW

Calgary,
Alberta T2P 0N7, Canada

September
22, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Innocan
    Pharma Corporation (CIK 0001889791)

    Registration
    Statement No. 333-288899 on Form F-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Innocan
Pharma Corporation (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may
become effective on September 24, 2025 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling David Huberman at 312.364.1633. The Company hereby authorizes Mr. Huberman to orally modify or withdraw
this request for acceleration.

    Very
    truly yours,

    INNOCAN
    PHARMA CORPORATION

    By:
    /s/
    Iris Bincovich

    Iris
    Bincovich

    Chief Executive Officer

CORRESP
1
filename1.htm

August
4, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance, Office of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Gary
                                            Newberry

    Sasha
    Parikh

    Tim
    Buchmiller

    Jessica
    Dickerson

    Re:
    Innocan
                                            Pharma Corporation

    Registration
    Statement on Form F-1

    Filed
    July 23, 2025

    File
    No. 333-288899

Dear
Ms. Dickerson and Mr. Buchmiller:

We
are writing to submit the responses of Innocan Pharma Corporation (the “Company”) to the comments of the staff (the
“Staff”) of the Division of Corporation Finance Office of Life Sciences of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter dated July 29, 2025, relating to the above referenced Registration
Statement on Form F-1 submitted by the Company on July 23, 2025.

Concurrently
with the submission of this letter, the Company is submitting via EDGAR Amendment No. 1 to its Registration Statement on Form F-1 (the
“Amendment No. 1”), which reflects the Company’s responses to the comments received by the Staff.

For
ease of review, we have set forth below each comment of your letter and the Company’s responses thereto. Capitalized terms used
herein but not defined herein have the meanings given to such terms in Amendment No. 1.

Registration
Statement on Form F-1

Cover
Page

    1.
    We
    note your statements that you have applied to list your common shares and warrants on Nasdaq and that it is a condition to the closing
    of the offering that your common shares qualify for listing on a national securities exchange. Please further revise your disclosure
    to clarify whether the offering is contingent on the listing of your warrants as well.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on the cover page to clarify that the offering
is contingent upon listing the common shares and the warrants on Nasdaq.

 2. We
                                            note that the offering now includes warrants to purchase common shares. Please revise the
                                            prospectus cover page to briefly describe the terms of the warrants. Refer to Item 501(b)(2)
                                            of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised the prospectus cover page to briefly describe the terms of the warrants.

Use
of Proceeds, page 73

    3.
    Please
    continue to revise your disclosure in this section so that it is responsive to the first, third and fourth bullet points of comment
    19 in our letter dated January 27, 2025.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 7 and 73 per the Staff’s previous
comment 19.

Exhibits

Exhibit
5.1, page II-5

    4.
    We
    refer to counsel’s opinion filed as Exhibit 5.1 and note that the legal opinion should not assume conclusions of law that are necessary
    for the ultimate opinions being expressed. Please file a revised Exhibit 5.1 legal opinion that does not include any inappropriate
    assumptions as to conclusions of law like those set forth in subparagraphs 1 and 3-11 in the third paragraph under “Assumptions
    and Reliances.” For guidance, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19 (CF). Please make similar revisions
    as appropriate to the legal opinion filed as Exhibit 5.2.

Response:
In response to the Staff’s comment, the Company has filed a revised 5.1 opinion. The Company respectfully advises the staff
that its previously as filed Exhibit 5.2 opinion complied with the guidance set forth in Section II.B.3.a of Staff Legal Bulletin No.
19 (CF).

Exhibit
5.2, page II-5

    5.
    Please
    file a revised Exhibit 5.2 legal opinion that refers to the correct name of the issuer in the first sentence.

Response:
In response to the Staff’s comment, counsel has corrected the discrepancy in the 5.2 opinion.

Exhibit
10.4, page II-5

6. Please
                                            file complete exhibits with all attachments. For example, it appears that Appendix A and
                                            Appendix B are missing from the Research and License Agreement filed as Exhibit 10.4.

Response:
In response to the Staff’s comment, the Company has filed Appendix A and Appendix B to Exhibit 10.4.

Please
contact me at (312) 364-1633 if you have any questions or require any additional information in connection with this letter.

    Sincerely,

    /s/
    David Huberman, Esq.

    CC:
    Iris Bincovich, Chief Executive Officer

July 29, 2025
Iris Bincovich
Chief Executive Officer
Innocan Pharma Corporation
1015, 926 - 5 Avenue SW
Calgary, Alberta T2P 0N7
Canada
Re:Innocan Pharma Corporation
Registration Statement on Form F-1
Filed July 23, 2025
File No. 333-288899
Dear Iris Bincovich:
            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 F-1
Cover Page
1.We note your statements that you have applied to list your common shares and
warrants on Nasdaq and that it is a condition to the closing of the offering that your
common shares qualify for listing on a national securities exchange. Please further
revise your disclosure to clarify whether the offering is contingent on the listing of
your warrants as well.
2.We note that the offering now includes warrants to purchase common shares. Please
revise the prospectus cover page to briefly describe the terms of the warrants. Refer to
Item 501(b)(2) of Regulation S-K.

July 29, 2025
Page 2
Use of Proceeds, page 73
3.Please continue to revise your disclosure in this section so that it is responsive to the
first, third and fourth bullet points of comment 19 in our letter dated January 27, 2025.
Exhibits
Exhibit 5.1, page II-5
4.We refer to counsel's opinion filed as Exhibit 5.1 and note that the legal opinion
should not assume conclusions of law that are necessary for the ultimate opinions
being expressed. Please file a revised Exhibit 5.1 legal opinion that does not include
any inappropriate assumptions as to conclusions of law like those set forth in
subparagraphs 1 and 3-11 in the third paragraph under "Assumptions and Reliances."
For guidance, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19 (CF). Please
make similar revisions as appropriate to the legal opinion filed as Exhibit 5.2.
Exhibit 5.2, page II-5
5.Please file a revised Exhibit 5.2 legal opinion that refers to the correct name of the
issuer in the first sentence.
Exhibit 10.4, page II-5
6.Please file complete exhibits with all attachments. For example, it appears that
Appendix A and Appendix B are missing from the Research and License Agreement
filed as Exhibit 10.4.
            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 Gary Newberry at 202-551-3761 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tim Buchmiller at 202-551-3635 or Jessica Dickerson at 202-551-
8013 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Huberman, Esq.

CORRESP
1
filename1.htm

July
23, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance, Office of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Gary
    Newberry

    Sasha
    Parikh

    Tim
    Buchmiller

    Jessica
    Dickerson

    Re:
    Innocan
    Pharma Corporation

    Amendment
    No. 5 to Draft Registration Statement on Form F-1

    Submitted
    June 20, 2025

    CIK
    No. 0001889791

Dear
Ms. Dickerson and Mr. Buchmiller:

We
are writing to submit the responses of Innocan Pharma Corporation (the “Company”) to the comments of the staff (the
“Staff”) of the Division of Corporation Finance Office of Life Sciences of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter dated June 27, 2025, relating to the above referenced Amendment
No. 5 to Draft Registration Statement on Form F-1 submitted by the Company on June 20, 2025.

Concurrently
with the submission of this letter, the Company is publicly submitting via EDGAR a Registration Statement on Form F-1 (the “Form
F-1”), which reflects the Company’s responses to the comments received by the Staff.

For
ease of review, we have set forth below each comment of your letter and the Company’s responses thereto. Capitalized terms used
herein but not defined herein have the meanings given to such terms in the Form F-1.

Amendment
No. 5 to Draft Registration Statement on Form F-1

Cover
Page

    1.
    We
    note your estimated initial public offering price of $10.40 is based on the last reported sale price of your common shares on the
    Canadian Securities Exchange, as converted into U.S. dollars and after giving effect to a proposed 65-for-1 share split. However,
    we also note your disclosure on the prospectus cover page that your share price on the CSE, OTCQB or FSE may not be indicative of
    the actual offering price and that the actual offering price will be determined between you and the underwriters at the time of pricing
    and may be at a discount to the current market price. If you expect the U.S. initial public offering price will be substantially
    similar to your most recent home market trading price, as adjusted for currency conversion and the proposed share split, please disclose
    on the prospectus cover page that the U.S. initial public offering price will be determined by reference to your home market trading
    price. If you do not expect that the U.S. initial public offering price will be substantially similar to your home market trading
    price, as adjusted for currency conversion and the proposed share split, please disclose on the prospectus cover page a bona fide
    price range for the offered securities or an expected range of deviation from your home market trading price (e.g., 10% of your home
    market trading price) within which you expect to price the securities. Refer to Item 501(b)(3) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company respectfully notes that the U.S. IPO price will be determined by reference to the
prevailing market prices of the Company’s common shares on the Canadian Securities Exchange, as converted into U.S. dollars and
after giving effect to a proposed 65-for-1 share split, after taking into account market conditions and other factors, as well as negotiations
between the Company and representatives of the underwriters for the offering. The Company will disclose the foregoing on the cover page
of the prospectus.

The
Offering

Over-allotment
option, page 7

    2.
    We
    note your disclosure that you have granted the underwriter an option to purchase up to 1,105,768 additional common shares. Please
    revise to reconcile this with your other disclosure that indicates that the over-allotment option will be exercisable for 144,230
    additional common shares. In this regard, we note your disclosure on page 7 of the number of common shares to be issued and outstanding
    after this offering, assuming the underwriter exercises in full the over-allotment option, as well as your disclosure on page 167
    stating that the over-allotment option will represent 15% of the common shares soled in the offering.

Response:
In response to the Staff’s comment, the Company respectfully notes that it has corrected the discrepancy in the Form F-1.

Please
contact me at 312 364 1633 if you have any questions or require any additional information in connection with this letter.

    Sincerely,

    /s/
    David Huberman, Esq.

    CC:
    Iris Bincovich, Chief Executive Officer

June 27, 2025
Iris Bincovich
Chief Executive Officer
Innocan Pharma Corporation
1015, 926 - 5 Avenue SW
Calgary, Alberta T2P 0N7
Canada
Re:Innocan Pharma Corporation
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted June 20, 2025
CIK No. 0001889791
Dear Iris Bincovich:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form F-1
Cover Page
We note your estimated initial public offering price of $10.40 is based on the last
reported sale price of your common shares on the Canadian Securities Exchange, as
converted into U.S. dollars and after giving effect to a proposed 65-for-1 share split.
However, we also note your disclosure on the prospectus cover page that your share
price on the CSE, OTCQB or FSE may not be indicative of the actual offering price
and that the actual offering price will be determined between you and the underwriters
at the time of pricing and may be at a discount to the current market price. If you
expect the U.S. initial public offering price will be substantially similar to your most 1.

June 27, 2025
Page 2
recent home market trading price, as adjusted for currency conversion and the
proposed share split, please disclose on the prospectus cover page that the U.S. initial
public offering price will be determined by reference to your home market trading
price. If you do not expect that the U.S. initial public offering price will be
substantially similar to your home market trading price, as adjusted for currency
conversion and the proposed share split, please disclose on the prospectus cover page
a bona fide price range for the offered securities or an expected range of deviation
from your home market trading price (e.g., 10% of your home market trading price)
within which you expect to price the securities. Refer to Item 501(b)(3) of Regulation
S-K.
The Offering
Over-allotment option, page 7
2.We note your disclosure that you have granted the underwriter an option to purchase
up to 1,105,768 additional common shares. Please revise to reconcile this with your
other disclosure that indicates that the over-allotment option will be exercisable for
144,230 additional common shares. In this regard, we note your disclosure on page 7
of the number of common shares to be issued and outstanding after this offering,
assuming the underwriter exercises in full the over-allotment option, as well as your
disclosure on page 167 stating that the over-allotment option will represent 15% of the
common shares soled in the offering.
            Please contact Gary Newberry at 202-551-3761 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tim Buchmiller at 202-551-3635 or Jessica Dickerson at 202-551-
8013 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Huberman, Esq.

May 14, 2025
Iris Bincovich
Chief Executive Officer
Innocan Pharma Corporation
1015, 926 - 5 Avenue SW
Calgary, Alberta T2P 0N7
Canada
Re:Innocan Pharma Corporation
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted May 12, 2025
CIK No. 0001889791
Dear Iris Bincovich:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our May 8, 2025 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Prospectus Summary
The Offering, page 7
1.We note your revisions in response to prior comment 3. As requested by the prior
comment, please revise to clearly disclose here and in the related bullet points on
pages 76 and 78 the minimum and maximum number of shares that may be issuable
upon conversion of the debenture.

May 14, 2025
Page 2
Business
Human Application of Liposome-based Technology, page 108
2.Although we note your revised disclosure in response to prior comment 5, your
disclosure continues to use the term "efficacy" with regard to your animal studies and
such term has also been added in your qualifying disclosure that such "efficacy" has
not yet been verified in human clinical studies. As conclusions of efficacy are within
the sole authority of the FDA and comparable foreign regulators, please revise each
instance of this disclosure to avoid using this term.
            Please contact Gary Newberry at 202-551-3761 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tim Buchmiller at 202-551-3635 or Jessica Dickerson at 202-551-
8013 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Huberman, Esq.

May 8, 2025
Iris Bincovich
Chief Executive Officer
Innocan Pharma Corporation
1015, 926 - 5 Avenue SW
Calgary, Alberta T2P 0N7
Canada
Re:Innocan Pharma Corporation
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted May 1, 2025
CIK No. 0001889791
Dear Iris Bincovich:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our April 11, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1.We note your revisions in response to prior comment 1. Please further revise your
cover page disclosure in response to the prior comment to specify that, as part of
following home country corporate governance practices, your board of directors will
not be comprised of a majority of independent directors after the consummation of
your offering. Please also specify this in your prospectus summary.

May 8, 2025
Page 2
Prospectus Summary
Overview, page 1
2.We note from your revised disclosure in response to prior comment 4 that your LPT-
CBD scale-up activities are expected to take approximately one year. Please clarify
when you expect to commence the scale-up activities.
The Offering, page 7
3.We note your revisions in response to prior comment 8. In the fourth bullet point on
page 8, you now disclose that up to 8,280,433 common shares are issuable
upon conversion of the convertible debenture issued in March 2025, calculated based
on the original conversion price of CAD$0.21 per share, and that the minimum
number of common shares issuable upon conversion will be based on a conversion
price adjusted to 80% of the offering price. Please revise to make clear the minimum
and maximum number of shares that may be issuable upon conversion of the
debenture and how those numbers have been calculated. It may be useful in this
regard to clarify what "offering price" you are referencing and to use the same
currency for the principal amount of the debenture and for the original and the
adjusted conversion prices. Please make similar revisions to the related bullet points
on pages 76 and 78, and also clearly disclose in those sections the minimum and
maximum number of shares that may be issuable upon conversion of the debenture.
Business
Intellectual Property
License Agreement with Yissum, page 107
4.We note from your revised disclosure in response to prior comment 11 that you
describe the Yissum License Agreement as "perpetual." However, you then state that
the term of the Yissum License Agreement shall continue until "expiration" unless
earlier terminated for, among other things, failure to meet development milestones.
Please further revise to make clear when the agreement is set to expire, including, to
the extent applicable, the initial term and any renewal terms, describing any
conditions to renewal. In addition, clarify what development milestones must be met,
and in what timeframes, in order to avoid the early termination of the agreement.
Government Regulation and FDA Regulatory Pathway
Human Application of Liposome-based Technology, page 108
5.Please continue to revise your disclosure in response to prior comment 10 to remove
or revise any statements that continue to state or imply that your product candidates
are safe or effective. We continue to note the following disclosure: "Our
comprehensive pre-IND package details extensive experiments conducted in various
animal models demonstrating the efficacy...."

May 8, 2025
Page 3
            Please contact Gary Newberry at 202-551-3761 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tim Buchmiller at 202-551-3635 or Jessica Dickerson at 202-551-
8013 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Huberman, Esq.

April 11, 2025
Iris Bincovich
Chief Executive Officer
Innocan Pharma Corporation
1015, 926 - 5 Avenue SW
Calgary, Alberta T2P 0N7
Canada
Re:Innocan Pharma Corporation
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 28, 2025
CIK No. 0001889791
Dear Iris Bincovich:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our January 27, 2025 letter.
Amendment No. 1 to Draft Registration Statement
Cover Page
1.Based on your response to prior comment 40 and your revised disclosure on page 135,
it appears that you intend to follow home country corporate governance practices with
respect to director independence and that your board of directors will not be
comprised of a majority of independent directors after consummation of your offering.
If true, please disclose this on your prospectus cover page and in your prospectus
summary, and include appropriate risk factor disclosure.

April 11, 2025
Page 2
Prospectus Summary
Overview, page 1
2.Please continue to revise your disclosure in this section in response to prior comment
1 to clarify, if true, that the following statements are based on your pre-clinical efforts
and have not been verified by clinical trials:
•"Our synthetic Cannabidiol-loaded Liposome injection Platform (LPT-CBD)
facilitates exact dosing and the prolonged and controlled release of synthetic
cannabidiol, or CBD, into the blood stream;" and
•"The novelty of LPT-CBD lays in its ability to be injected under the skin
(subcutaneously) once a month facilitating the prolonged release of synthetic
CBD to the blood stream for up to four weeks."
3.We note from your revised disclosure that you expect, based on various scientific
studies, including a report of the World Health Organization, that your product
candidate will avoid many of the risks of addiction, tolerance, and dependency,
commonly associated with opioids. Please clarify whether these studies involved the
synthetic cannabidiol you are developing or cannabidiol in general.
4.We note from your revised disclosure in response to the third bullet point of prior
comment 11 that you intend to submit an IND application for your initial Phase 1a
studies of LPT-CBD following the completion of scale up and the approval of a single
injection GLP safety study. Please revise to address the following:
•clarify the timeframe in which you intend to complete the referenced scale up;
•define GLP, including indicating whether that is a pre-clinical study;
•indicate who would approve the single injection safety study;
•disclose if you would have to complete such study with favorable results prior to
submitting an IND with the FDA; and
•indicate your current intentions with respect to the timing of completing the GLP
safety study and submitting an IND.
5.Please continue to revise your disclosure in response to prior comment 11 to include
the disclosure requested by the second bullet point of that comment regarding the
status of your plans, if any, for establishing a scientific bridge to the listed drug.
Our Strengths, page 1
6.Please continue to revise your disclosure in this section, and in your last bullet point
on pages 90 and 99, in response to prior comment 9 to clarify that any accelerated
pathway does not increase the likelihood that your product candidate will receive
marketing approval. This comment also applies to your added statement on page 109
regarding a "faster route to patent utilization and commercial approval."
Our Strategy
Regulatory Pathways, page 2
We note your added disclosure that products sold by B.I. Sky are "FDA approved" as
compliant with the Modernization of Cosmetic Regulation Act of 2022. Please
indicate the basis for this statement, and tell us how to reconcile this statement with 7.

April 11, 2025
Page 3
your response to prior comment 16 that your topical products have not received and
do not require regulatory approval. Alternatively, revise your disclosure as
appropriate.
The Offering, page 7
8.Please revise the bullet points at the end of this section, and the similar disclosure on
pages 76 and 78, to address the common shares that may be issuable upon the
conversion of the secured convertible debenture issued in March 2025.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Revenues, page 81
9.We noted your revised disclosure in response to prior comment 23. Please revise to
separately quantify each of the factors you noted that impacted the increase in
revenues (i.e. private label offerings, product enhancement and product variations) for
each of the periods presented, as applicable.
Business
Our Products, page 93
10.Please continue to revise your disclosure in this section in response to prior comment
25 to remove or revise any statements that state or imply that your product candidates
are safe or effective. We continue to note the following disclosures:
•"safe performance following a single injection" (page 96);
•"Basic Safety in Clinical Dogs" (page 97);
•"adherence to strict testing standards in the development of its pharmaceutical
product ensures solution supported in various animal models to be not only
effective but also safe and reliable" (page 106); and
•"details extensive experiments demonstrating the efficacy…and basic safety of
cannabidiol-loaded LPT (LPT-CBD)" (page 108).
Intellectual Property
License Agreement with Yissum, page 107
11.Please continue to revise your disclosure in this section in response to prior comment
37 to disclose the term of the license agreement with Yissum and the termination
provisions, and separate the aggregate of the $600,000 in milestone payments to
indicate the aggregate amount payable as development milestone payments and the
aggregate amount payable as commercial milestone payments.
Government Regulation and FDA Regulatory Pathway
Human Application of Liposome-based Technology, page 108
12.Please continue to revise your disclosure in response to prior comment 24 to disclose
the primary and secondary endpoints of, and how many participants you expect to
enroll in, your Phase 1b study. Also disclose what adverse events you will evaluate in
your Phase 1a and 1b clinical studies for LPT-CBD.

April 11, 2025
Page 4
Regulatory Pathway, page 109
13.We note that, in response to the first bullet point of prior comment 11, you replaced
the graphic that now appears on page 109 so as not to refer to Phase 2 and Phase 3
clinical trials. However, we note that you are pursuing a different indication from the
listed drug and we note your disclosure that if the FDA accepts 505(b)(2) for LPT-
CBD, that will allow you to rely on the extended non-clinical studies already
performed with the listed drug and leverage the data for LPT-CBD IND application to
enter efficacy studies in humans (phase 3). Since your revised graphic is intended to
outline the process of your regulatory pathway, please revise the graphic to indicate
whether you will need to conduct Phase 2 and Phase 3 trials. Also revise to show
submission of an NDA as the final part of the regulatory pathway if appropriate.
Executive and Director Compensation, page 131
14.Please continue to revise your disclosure in this section in response to prior comment
39 to address the following:
•since the total of compensation in the table includes the value assigned to the
option grants disclosed in footnote 3, please tell us why the heading to the table
indicates that the table excludes compensation securities or revise the heading as
appropriate; and
•revise footnote 3 to disclose the amount of securities underlying the options and
the exercise price and expiration date of the options granted to each of the
Covered Executive Officers in each of the years presented in the table.
Alternatively, tell us why you do not believe such disclosure is appropriate. Refer
to Item 4.a of Form F-1 and Item 6.B.1(b) of Part I of Form 20-F.
15.We note from your response to prior comment 39 that the company transfers on a
monthly basis all funds for pension and retirement or similar benefits to the
employees. Please tell us why it would not be appropriate to include the value of those
transfers in the compensation table in accordance with Item 4.a of Form F-1 and Item
6.B.2 of Part I of Form 20-F or revise your table as appropriate to reflect this form of
compensation.
16.Please update the compensation table on page 132 to include compensation
disclosures for the year ended December 31, 2024. Refer to Item 4.a of Form F-1 and
Item 6.B of Part I of Form 20-F, which requires compensation disclosure for the last
full financial year.
Principal Shareholders, page 141
17.We note that you now identify Tamar Innovest Limited as a 5% or greater
shareholder. Please revise the related footnote to your table to identify
the natural persons who are the beneficial owners of the shares held by this entity.
Certain Relationships and Related Party Transactions, page 142
We note your response to prior comment 42. Specifically, we note your statement that
the related-party assets referenced on page F-33 relate to a historical loan to your chief
executive officer that was repaid in 2023. Please revise your disclosure in this section
to include the information required by Item 7.B.2 of Part I of Form 20-F as it relates 18.

April 11, 2025
Page 5
to such loan. In this regard, we note that the item requirement covers the preceding
three financial years.
Agreement with Brandzon Co, Ltd. - B.I. Sky Global Ltd., page 142
19.We note your added disclosure regarding the founders' agreement in response to prior
comment 28. Please continue to revise your disclosure in this section to address the
following:
•disclose any rights and obligations of the parties to the founders' agreement,
including with respect to the commercialization of products;
•disclose whether, and if so, how, the founders' agreement addresses any potential
conflicts of interest that may arise due to the interests of your COO on both sides
of the joint venture with B.I. Sky, and to the extent material, include appropriate
risk factor disclosure regarding the same;
•clarify which party's sales of B.I. Sky's shares (by the company or Brandzon) may
trigger the termination of the agreement;
•given your disclosure that the owner's loan matures three years from issuance and
that B.I. Sky has not made any payments of principal or interest, disclose whether
the loan is in default and briefly describe any material risks resulting therefrom;
and
•briefly describe the general composition of B.I. Sky's board of directors (e.g.,
whether it is comprised of your and/or Brandzon's affiliates), as well as any
material terms of the founders' agreement governing the composition of the board.
            Please contact Gary Newberry at 202-551-3761 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tim Buchmiller at 202-551-3635 or Jessica Dickerson at 202-551-
8013 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Huberman, Esq.

January 27, 2025
Iris Bincovich
Chief Executive Officer
Innocan Pharma Corporation
1015, 926 - 5 Avenue SW
Calgary, Alberta T2P 0N7
Canada
Re:Innocan Pharma Corporation
Draft Registration Statement on Form F-1
Submitted December 31, 2024
CIK No. 0001889791
Dear Iris Bincovich:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 1
1.We note your disclosure that your "synthetic Cannabidiol-loaded Liposome injection
Platform (LPT-CBD) facilitates exact dosing and the prolonged and controlled release
of Synthetic CBD into the blood stream without the risk of addiction, tolerance and
dependency that is typical in opioids." Since you have not completed clinical trials
that have established these results, please revise your disclosure with appropriate
cautionary language, including to clarify that this is your expectation and that you are
in the pre-clinical stage for human and animal use with respect to this product
candidate.

January 27, 2025
Page 2
2.Briefly indicate the reason for using synthetic CBD in your LPT-CBD product
candidate. Briefly indicate what is proprietary about your LPT-CBD product
candidate and disclose whether you are seeking composition of matter patent
protection for the synthetic CBD molecule and for the liposomal formulation. Include
appropriate risk factor disclosure if you are not.
3.We note your disclosure that you have "initiated" the FDA regulatory review process
for LPT-CBD as a non-opioid alternative for chronic pain management in humans.
Please revise your disclosure to clarify here, as applicable, that you have not yet
submitted an IND or commenced clinical trials for the product candidate.
4.We note your disclosure that, in the Consumer Wellness segment, you have
established a joint venture, B.I. Sky Global Ltd., or B.I. Sky, your subsidiary. We also
note your disclosure on page 123 that you, together with Brandzon Co. Ltd., a private
company founded by Roni Kamhi, your Chief Operating Officer and a Director,
established B.I. Sky where you hold 60% and Brandzon holds 40% of B.I. Sky. Please
disclose here, and elsewhere as appropriate, your percentage ownership in B.I. Sky
and the related-party interest of Roni Kamhi. In addition, if an investment in your
company represents an ownership of 60% of the operations conducted in your
Consumer Wellness segment, please make that clear.
5.We note your disclosure that through B.I. Sky you develop and market high-
performance personal care and beauty products in the United States. However, we
note from your disclosure on pages F-9 and F-47 that your Consumer Wellness
segment sells products mainly in the European market, whereas your disclosure under
"Geographical analysis of revenue" on page F-30 indicates you have derived most of
your revenue in the United States for the last two fiscal years. Please indicate where
your Consumer Wellness products are sold and clarify the extent of your current
activities in the United States and European markets.
6.Please briefly describe the products from which you derive material revenues in the
Consumer Wellness segment. In this regard, we note your disclosure on page 36 that
"some of [y]our wellness products are formulated with plant derived cannabinoids
such as hemp derived CBD." In your description of your material products in the
Consumer Wellness segment, please make clear whether those products contain CBD,
derived from hemp or otherwise, and indicate the legal status of those products under
the laws of the United States and of the various states that you currently generate or
intend to generate revenue.
7.We note your disclosure that your patent portfolio includes 29 published patents
granted and pending across 7 families. We also note your disclosure under
"Intellectual Property" starting on page 105. Please clarify, if true, that your granted
patents relate to pain-relieving topical compositions sold in your Consumer Wellness
segment and that your patent applications related to your liposomal cannabinoids and
uses thereof are pending at this time.
Our Strengths, page 1
We note your reference to an advisory board. Please include disclosure in an
appropriate location that describes the role or function of your advisory board,
identifies each member, and indicates whether there are any rules or procedures 8.

January 27, 2025
Page 3
governing this board. Please also disclose how members of the advisory board are
compensated. If the function of your advisory board is not sufficiently material to an
investment decision, please consider whether it is appropriate to include related
disclosure in your prospectus summary.
9.We note your disclosure that you are pursuing FDA pathways designed to accelerate
the review and approval process for your therapies. Please revise to include balancing
disclosure that any accelerated approval pathways may not lead to a faster
development or regulatory review or approval process and does not increase the
likelihood that your product candidate will receive marketing approval. We note your
similar disclosure in the last bullet point on page 98. Please include balancing
disclosure for that disclosure as well.
10.Please briefly disclose the basis for your belief that securing a sponsor fee waiver
from the FDA's Center for Veterinary Medicine (CVM) for the development of LPT-
CBD for animal health is sufficiently material to highlight in your prospectus
summary. For example, indicate the basis for the fee waiver and how that impacts
your INAD application and the approval process.
Our Strategy, page 2
11.You disclose that the FDA acknowledged that LPT-CBD can be submitted under the
505(b)(2) abbreviated pathway pending a scientific bridge to the listed drug and that
the FDA has also agreed on your Phase I clinical study design which is essential for
filing an IND application for LPT-CBD. Please revise briefly here, and elsewhere
with sufficient detail as appropriate, to identify the "listed drug" and to address the
following:
•Convey more clearly to investors if the 505(b)(2) abbreviated pathway and the
filing of an IND are separate approval pathways, clarifying which pathway you
intend to pursue. For example, it is not sufficiently clear if these are separate
pathways, if you would need to conduct three phases of clinical trials for the
505(b)(2) abbreviated pathway, if you could just rely on the scientific bridge for
new drug approval or whether the scientific bridge would simplify your clinical
trial process. We also note your reference to Phase 1, Phase 2 and Phase 3 trials
on page 108.
•Disclose the status of your plans, if any, for establishing a scientific bridge to the
listed drug, and clarify whether there are any other material requirements you
must satisfy in pursuing the 505(b)(2) abbreviated pathway.
•If you expect to submit an application for an IND to study LPT-CBD in humans,
please disclose when you expect to do so.
Further to your discussion of the 505(b)(2) abbreviated pathway, we note your
disclosure on page 109 that the 505(b)(2) regulatory pathway that you may pursue for
LPT-CBD approval involves the FDA approving the new product candidate for all or
some of the labeled indications for which the referenced product has been approved,
as well as for any new indications sought by the 505(b)(2) applicant. Please disclose
the approved indications for the referenced product, or the "listed drug" as referred to
in this section, and any specific new indications that you will seek to have approved
for your LPT-CBD candidate. In this regard, we note your disclosure on page 1 12.

January 27, 2025
Page 4
regarding the regulatory review of LPT-CBD as a non-opioid alternative for chronic
pain management, as well as your disclosure on page 12 that any revenue earned on
approved product candidates will be dependent in part upon the breadth of the product
label. Also, expand your disclosure under "Competition" on page 103 to indicate how
the referenced product for purposes of your 505(b)(2) application will factor into your
competitive position.
13.We also note your disclosure that the CVM issued an Investigational New Animal
Drug, or INAD, number to facilitate your LPT-CBD development for animal health
applications. Clarify here and in your "Business" section whether you have submitted
an INAD application, or, if you have not, disclose when you anticipate submitting
your INAD application, and disclose whether you will need approval from the CVM
of your INAD application prior to commencing clinical activities for your LPT-CBD
product candidate in animals.
Summary Risk Factors, page 3
14.Revise your summary risk factors to also address your history of net losses,
accumulated deficit and the opinion of your auditor regarding the substantial doubt
about your ability to continue as a going concern.
15.We note the disclosure in the last bullet point on page 4 that you "may become subject
to U.S. federal and state forfeiture laws, negatively impacting our operations." Please
further expand this disclosure to indicate, as you have done at the bottom of page 45,
that investors located in jurisdictions where any of your product candidates remain
illegal may be at risk of prosecution under conspiracy, aiding and abetting, and money
laundering statutes, and may be at further risk of losing their investments or proceeds
under forfeiture statutes. Also identify the jurisdictions of concern.
16.Your disclosure in the third bullet point and in the related risk factor indicates that
your topical product lines are part of your "Pharmaceuticals" segment. However, other
disclosures throughout the prospectus indicate that your topical product lines are part
of your "Consumer Wellness" segment. Please revise your disclosures as appropriate
to reconcile this apparent inconsistency. In addition, clarify whether any of your
topical or other existing products have received or otherwise require regulatory
approval.
Summary Financial Data, page 9
17.We note you refer investors in this section, and in the Capitalization section on page
57, to a section titled "Selected Financial Data." Please revise to clarify what section
of your prospectus you are referring to by "Selected Financial Data."
We are an emerging growth company . . ., page 63
18.Your state here that you have elected to delay adoption of new or revised accounting
standards which is inconsistent with your disclosure on page 6 and 85 where you state
that you will not be able to avail yourself of this extended transition period. Please
revise.

January 27, 2025
Page 5
Use of Proceeds, page 73
19.We note that you intend to use the proceeds from this offering for multiple purposes,
including for "research and development of new technologies as well as existing
products, including human and veterinary applications pursuant to our LPT-CBD
project" and "for marketing and sales efforts of our products in new and existing
territories." Please revise to disclose:
•the amount of proceeds from this offering that you intend to use for your LPT-
CBD injectable technology for human use and for animal use;
•the amount of proceeds from this offering that you intend to use for "new
technologies" and clarify what new technologies, to the extent material, you
intend to pursue at this time;
•how far in the development and regulatory approval process for LPT-CBD you
anticipate the proceeds from this offering will enable you to reach for the human
market and for the animal market;
•the new and existing territories where you intend to use proceeds from this
offering for the marketing and sales efforts related to your products (in this
regard, we note your disclosure beginning on page 35 that there may be regulatory
restrictions on marketing your products in certain countries); and
•state the anticipated amount and sources of other funds, if any, that may be
necessary to accomplish the specific purposes for which the proceeds are to be
obtained.
If the anticipated proceeds from this offering will not be sufficient to fund all the
proposed purposes, the order of priority of such purposes should be given, as well as
the amount and sources of other funds needed.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 79
20.We note from your disclosure on page 80 that sales in your Pharmaceuticals segment
are "made through business-to-business." In an appropriate location in your
prospectus, please describe how you are deriving revenues from this segment for the
periods presented given your disclosure that your pharmaceutical product candidates
are in preclinical development. Where you discuss and analyze revenues for the
periods presented in this section, include a quantitative and qualitative description of
the reasons underlying the material changes in the revenues from the Pharmaceuticals
segment.
Components of Operating Results
Revenue, page 80
21.Your state here that revenue is recognized on a cash basis once payments are
received for your Consumer Wellness segment which is inconsistent with your stated
policy on page F-13. Please revise.
22.On pages 100 and 101, you note loyalty programs and subscription agreements
have contributed to sales growth. Please provide disclosure regarding these programs
and your accounting under each of these programs.

January 27, 2025
Page 6
Results of Operations
Revenues, page 82
23.For each of the periods presented, you noted that the increase in revenues are mainly
attributed to the increase in revenues from on-line sales platforms of B.I. Sky due to
the addition of new products. Please list the new products made available for sale in
each period and quantify the impact the new products generated in revenues for each
of the periods presented.
Business
Overview, page 90
24.We note your disclosure that the FDA has agreed on your Phase I clinical study
design for LPT-CBD in humans. In an appropriate location, revise to discuss the trial
design, including number of participants to be enrolled in the study, the primary and
secondary endpoints, and what adverse events you will evaluate. Also indicate the
regulatory jurisdictions in which you anticipate conducting clinicals trials for both
your animal and human indications.
Our Products, page 92
25.As safety and efficacy determinations are solely within the authority of the FDA and
comparable foreign regulators, please remove or revise any statements throughout
your prospectus that state or imply that your product candidates are safe or effective.
We note the following disclosures as examples:
•"The liposomes remain safely under the skin", and LPT-CBD is an innovative and
"effective delivery platform" (page 92);
•"The effectiveness of LPT (Liposome Technology) ensures high bioavailability of
cannabidiol…" (page 93);
•The headings "Anti-Inflammatory Efficacy in Mice" (page 94), "Efficacy -
Osteoarthritis Related Pain Relief in Clinical Dogs" (page 95), and "Basic Safety
in Clinical Dogs" (page 96);
•"safe performance" (page 95);
•"[W]e successfully demonstrated the efficacy and safety of our liposomal delivery
technology…" (page 97);
•"Over the past year, repeated administration of LPT-CBD in dogs and other
animals demonstrated … efficacy…" (page 98);
•"effective therapeutic solution" (page 103);
•"effective pain management" (page 104);
•"ensures solutions that are not