United States securities and exchange commission logo





                           December 21, 2021

       Richard Garr
       Chief Executive Officer
       Curative Biotechnology, Inc.
       1825 NW Corporate Blvd, Suite 110
       Boca Raton, FL 33431

                                                        Re: Curative
Biotechnology, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
24, 2021
                                                            CIK No. 0001400271

       Dear Mr. Garr:

              We have reviewed your draft registration statement 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 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 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted November 24, 2021

       Cover Page

   1.                                                   We note that a group of
your officers and directors control a significant portion of the
                                                        Company. Please tell us
whether you will be deemed a    controlled company    as defined
                                                        by the market on which
you intend to list and, if so, whether you intend to rely on any
                                                        exemptions as a
controlled company. If applicable, please disclose on the prospectus
                                                        cover page and in the
prospectus summary that you are a controlled company, and include
                                                        a risk factor that
discusses the effect, risks and uncertainties of being designated
                                                        a controlled company.

       Prospectus Summary
 Richard Garr
FirstName LastNameRichard
Curative Biotechnology, Inc. Garr
Comapany21,
December   NameCurative
              2021       Biotechnology, Inc.
December
Page 2    21, 2021 Page 2
FirstName LastName
What We Do, page 1

2.       Please revise your Summary to provide a more detailed overview of each
of the
         Company's four programs and the current development status of each.
Your disclosure in
         this section should be balanced by noting the challenges the Company
faces in developing
         such programs, including competition, the Company's history of net
losses, and the
         uncertainty surrounding its ability to continue as a going concern.
3.       We note your disclosure that "[o]ne of [y]our major focuses is on
diseases defined by the
         United State Food and Drug Administration, or FDA, as    Orphan
Diseases.   "
         "Orphan" has a specific meaning in FDA regulations, and your product
candidates have
         not yet received orphan designation from the FDA. As such, you should
revise disclosure
         here and throughout the prospectus as applicable to remove any
possible inference that
         your product candidates have been or will be granted orphan
designation. You may retain
         disclosure indicating that you intend to seek such designation and an
explanation of the
         process and benefits if granted.
Risk Factors, page 4

4.       We note your risk factor discussion is greater than fifteen pages.
Please revise to provide a
         section with a series of concise, bulleted or numbered statements that
is no more than two
         pages summarizing the principal factors that make an investment in the
registrant or
         offering speculative or risky. See Item 105(b) of Regulation S-K. In
addition, please
         revise to comply with Item 105(a) of Regulation S-K by relocating
risks that could
         generically apply to any registrant or offering to the end of the
section under the caption
         "General Risk Factors."
We have a limited operating history, which may make it difficult for investors
to predict future
performance based on current operations., page 4

5.       We note references in your risk factor disclosure on page 4 discussing
cannabis and other
         flora. However, we do not note any other cannabis related disclosure
elsewhere in your
         draft registration statement, including your business section. Please
revise your risk factor
         disclosure to make this risk factor more specific to your business or
otherwise advise.
We are an early-stage company, have no product revenues, are not profitable and
may never be
profitable., page 4

6.       Please revise your statement that "initial data from [y]our research
appear promising" to
         eliminate conclusions or predictions that your product candidates are
effective as
         determinations of efficacy are solely within the authority of the FDA.
You may provide a
         summary of the data that you used to draw these conclusions, and such
discussion is more
         appropriate in the Business section where full and proper context can
be provided.
You may experience future dilution as a result of future equity offerings.,
page 22
 Richard Garr
FirstName LastNameRichard
Curative Biotechnology, Inc. Garr
Comapany21,
December   NameCurative
              2021       Biotechnology, Inc.
December
Page 3    21, 2021 Page 3
FirstName LastName
7.       We note your disclosure elsewhere that you will issue an additional
6,500,000 and
         17,5000,000 shares of Common Stock upon the occurrence of certain
milestones under
         your license agreements with Mid-Atlanta BioTherapeutics, Inc. Please
revise your
         disclosure here or where you deem appropriate to describe the future
dilution that may
         occur pursuant to your material agreements.
Use of Proceeds, page 24

8.       We note your disclosure that you intend to use portions of the
proceeds of this offering to
         (i) begin manufacturing of all four of our development stage
therapeutics, (ii) begin
         preparation for regulatory submissions and clinical trials, (iii)
prosecute patent
         applications worldwide and (iv) general corporate purposes. Please
specify what amounts
         will be allocated to each of these uses. In addition, please revise
you disclosure to allocate
         the amount of proceeds you expect to use for each of your four
programs and specify how
         far in the clinical development of your product candidates you expect
to reach with the net
         proceeds. If any material amounts of other funds are necessary to
accomplish the specified
         purposes, state the amounts and sources of other funds needed for each
specified purpose
         and the sources. For guidance, please refer to Item 504 of Regulation
S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
26

9.       We note your disclosure appears to leave out the "Trends & Outlook"
section referenced
         in your second bullet on page 26. Please revise your disclosure here
or otherwise advise.
Our Business, page 32

10.      We note your disclosure of your Scientific Advisory Board on page 26,
in your Results of
         Operation section, in your financial statements and on your website.
If material, please
         include disclosure that describes the role or function of your
Scientific Advisors, whether
         there are any rules of procedures governing this board as well as how
the Scientific
         Advisors are compensated.
Licenses, page 33

11.      We note your disclosure here indicates that both of your license
agreements with Mid-
         Atlanta BioTherapeutics, Inc. contain termination provisions if you do
not raise certain
         amounts of funds for each of your product candidates specific to each
         agreement. However, your disclosure in your draft registration
statement regarding the
         term and termination provision appears to be inconsistent with the
actual language in
         Section 12 of each License Agreement filed as Exhibit 10.09 and 10.13.
Please reconcile
         this apparent inconsistency or otherwise advise.
12.      For each of your material licenses described in this section please
update your disclosure
         to include a description of the termination provisions available to
the licensor under each
         agreement.
 Richard Garr
FirstName LastNameRichard
Curative Biotechnology, Inc. Garr
Comapany21,
December   NameCurative
              2021       Biotechnology, Inc.
December
Page 4    21, 2021 Page 4
FirstName LastName
Products Development, page 33

13.      We note that your disclosure for each of your four development
programs (Rabies,
         Glioblastoma, Retinal Degenerative Disease and COVID-19) only includes
brief
         discussions of each program with no detail regarding the current phase
of development or
         steps taken by the Company after in-licensing each candidate. In
addition, we note your
         website and your "Corporate Overview" investor presentation currently
available on
         your website contain more detailed material information that is not
disclosed in your draft
         registration statement, including, for example only, (i) mechanism of
action of your
         product candidates, (ii) preclinical animal data, (iii) specific
indications you plan to pursue
         and (iv) description of planned regulatory pathways. Please revise
your disclosure for each
         of your four programs to discuss each program's current stage of
development, any prior
         material preclinical studies and results, and any regulatory
submissions or filings made to
         date.
14.      We note your disclosure that "[o]btaining the PRV is a primary
business goal for the
         Company for this program." Please revise your disclosure in this
section to explain the
         conditions for and the impact of receiving a FDA Priority Review
Voucher.
15.      In relation to your glioblastoma program, we note your statement that
"the company plans
         on manufacturing the drug and taking it through an FDA approved Phase
1 proof of
         concept trial." Please revise your disclosure to indicate whether you
have submitted an
         IND to the FDA and whether such submission has been accepted. In the
event you have
         not submitted an IND, please revise this statement to remove the
implication that you will
         assuredly progress to Phase 1 trials, as such statement appears
premature.
16.      We note your disclosure that you were licensed the "first ever CD56
fully humanized
         monoclonal antibodies." Please provide your basis for this statement.
NIH License L-088-20210 - "Druggable target to treat retinal degeneration",
page 34

17.      We note your disclosure that you "may choose to extend the term for
the life of the patents
         underlying the licensed assets for $45,000." Please update your
disclosure to further
         describe the length of such potential extension. In addition, we note
section 13.2(b)(ii) of
         Exhibit 10.11 states that you must provide the licensor written
evidence of commercially
         reasonable progress toward your clinical studies of the Licensed
Product and adherence
         with the Commercial Development Plan in addition to the $45,000
extension royalty in
         order to the extend the term of the agreement. Please update your
disclosure accordingly
         to reflect this provision or otherwise advise.
Competition, page 35

18.      We note your disclosure regarding competition in the drug development
industry. Please
         expand your disclosure to also discuss competition among each of your
material programs
         or product candidates, including the Company's competitive position in
the industry and
         methods of competition, as required by Item 101(h)(4)(iv) of
Regulation S-K.
 Richard Garr
FirstName LastNameRichard
Curative Biotechnology, Inc. Garr
Comapany21,
December   NameCurative
              2021       Biotechnology, Inc.
December
Page 5    21, 2021 Page 5
FirstName LastName
Intellectual Property, page 35

19.      Please revise your intellectual property disclosure to disclose for
each
         material patent and patent application the specific products or
technologies to which such
         patents or patent applications relate. Also clearly describe on an
individual basis the type
         of patent protection granted for each product or technology
(composition of matter, use, or
         process), whether the patents are owned or licensed, the expiration of
each patent held,
         and the jurisdiction, including any foreign jurisdiction, of each
pending or issued patent.
         In this regard, it may be useful to provide this disclosure in tabular
form to support the
         narrative already included.
Description of Securities, page 45

20.      Your disclosure does not describe that you are registering Units and
the warrants portion
         of the Unit and the common stock underlying the warrants. Please state
all securities that
         you are registering. Refer to Item 202 of Regulation S-K. In addition,
please file the form
         of unit agreement or otherwise advise.
Common Stock Purchase Options, page 47

21.      We note your disclosure that the Company issued a "consultant" certain
options to
         purchase common stock of 1% of the issued and outstanding capital
stock of the Company
         on a fully diluted basis. Please update your disclosure here to
identify the consultant and
         disclose if he/she is still providing services to the Company. In
addition, please describe
         the consulting and management services provided by the consulting
agreement in greater
         detail in your business section or where you deem appropriate. Please
disclose
         the material terms of the agreement including the parties    rights
and obligations, payment
         terms and termination provisions. In addition, please file the
agreement as an exhibit to
         your registration statement as required under Item 601(b)(10) of
Regulation S-K.
Our Management
Executive Officers and Directors, page 49

22.      We note your disclosure that Mr. Michaels and Dr. Ginsberg are
"co-founders" of the
         Company. However, we note your disclosure elsewhere, including on page
44, that the
         Company was originally incorporated in 1995 as Growth Industries, Inc.
and has
         subsequently changed its name and reincorporated multiple times.
Please revise your
         disclosure to clarify what specifically you mean when you state Mr.
Michaels and Dr.
         Ginsberg are "co-founders" of the Company.
23.      We note several of your executive and director biographies where the
principal occupation
         and employment is unclear during the past five years. Please discuss
the principal
         occupation and employment for the past five years, including the name,
and principal
         business of any corporation or other organization. See Item 401(e) of
Regulation S-K.
Statements of Operations, page F-4
 Richard Garr
FirstName LastNameRichard
Curative Biotechnology, Inc. Garr
Comapany21,
December   NameCurative
              2021       Biotechnology, Inc.
December
Page 6    21, 2021 Page 6
FirstName LastName


24.      It appears that you are presenting your expenses by function (general
and administrative)
         and by nature (salaries and share based compensation and professional
fees and share
         based compensation). Please revise to present your Statements of
Operations consistently
         by function, or tell us why no revision is necessary. Refer to Rule
5-03 of Regulation S-X.
         This comment also applies to the disclosures on page F-19.
Note 10 - Deficiency in Stockholders' Equity, page F-12

25.      Please revise to disclose the specific services received for the stock
issued for services,
         particularly related to the Series A and Series C preferred stock that
resulted in significant
         compensation recorded in fiscal 2020. Please also disclose how these
shares were valued.
Exhibits

26.      We note that your forum selection provision in Article X of your
Amended and Restated
         Bylaws identifies the State Court of Florida as the exclusive forum
for certain litigation,
         including any    derivative action.    Please disclose whether this
provision applies to actions
         arising under the Securities Act or Exchange Act. In that regard, we
note that 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. If the provision applies to
Securities Act claims,
         please also revise your prospectus to state that there is uncertainty
as to whether a court
         would enforce such provision and that investors cannot waive
compliance with the federal
         securities laws and the rules and regulations thereunder. 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.
27.      We note that you have not filed the form of warrant related to the
units being offered in
         this registration statement. Please file the form of warrant. See Item
601(b)(4) of
         Regulation S-K.
28.      We note your exhibit list includes License Agreements 10.09 through
10.13. Please revise
         your description of each license agreement to include the name of the
parties to each
         agreement.
29.      Please ensure that the agreements filed as exhibits are complete,
dated and executed
         copies that include all of the material terms of the agreement. For
example only, we note
         that it appears that pages 26 through 34 were admitted from Exhibit
10.11 and pages 21
         through 25 were admitted from Exhibit 10.12. Please refile complete
and executed copies
         of your agreements or otherwise advise.
 Richard Garr
Curative Biotechnology, Inc.
December 21, 2021
Page 7
General

30.   We note the interview with Mr. Garr with Dan Sfera on July 6, 2021 that
is available on
      YouTube. In the interview, Mr. Garr references the Company   s plans to
file a Form 10,
      up-list to a different exchange and future financings. Please provide us
with your analysis
      as to how this complies with Section 5 of the Securities Act.
31.   We note that some information on your website is inconsistent with the
information
      provided in your draft registration statement. For example only, on the
"Pipeline"
      section on your website you state you have "A CURE FOR RABIES" and
"currently have
      nine ongoing programs in three therapeutics areas." Please ensure your
registration
      statement is complete and accurate, and that the information on your
website is consistent
      with such disclosure.

32.   Please provide the dealer prospectus delivery obligation as required by
Item 502(b)
      of Regulation S-K.
33.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
        You may contact Jeanne Bennett at 202-551-3606 or Vanessa Robertson at
202-551-3649
if you have questions regarding comments on the financial statements and
related
matters. Please contact Jason Drory at 202-551-8342 or Laura Crotty at
202-551-7614 with any
other questions.



                                                            Sincerely,
FirstName LastNameRichard Garr
                                                            Division of
Corporation Finance
Comapany NameCurative Biotechnology, Inc.
                                                            Office of Life
Sciences
December 21, 2021 Page 7
cc:       Raul Silvestre, Esq.
FirstName LastName