SecProbe.io

March 6, 2019
Matthew Kane
President and Chief Executive Officer
Precision BioSciences, Inc.
302 East Pettigrew St., Suite A-100
Durham, NC 27701
Re:Precision BioSciences, Inc.
Registration Statement on Form S-1
Filed on March 1, 2019
File No. 333-230034
Dear Mr. Kane:
            We have reviewed your registration statement and have the following comment.  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 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 March 1, 2019
Capitalization, page 85
1.It is apparent from the accumulated deficit amount presented in the pro forma column of
your capitalization table that you do not anticipate a beneficial conversion feature (BCF)
charge associated with the issuance and/or conversion of your 2019 Notes.  Given the
variability of the conversion price as disclosed on page F-34, please tell us your
consideration for any BCF or contingent BCF associated with these notes.  Reference for
us the authoritative literature you rely upon to support your position.
            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 LastNameMatthew Kane
 Comapany NamePrecision BioSciences, Inc.
 March 6, 2019 Page 2
 FirstName LastName
Matthew Kane
Precision BioSciences, Inc.
March 6, 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.
            You may contact Mark Brunhofer at (202) 551-3638 or Mary Mast at (202) 551-3613 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at (202) 551-2544  or Joseph McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance