SecProbe.io

March 15, 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
Response dated March 13, 2019
File No. 333-230034
Dear Mr. Kane:
            We have reviewed your March 13, 2019 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 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 your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 6,
2019 letter.
Registration Statement on Form S-1 filed March 1, 2019
Capitalization, page 85
1.We acknowledge your March 13, 2019 response to comment 1 of our March 6, 2019 letter
and your election to account for your 2019 Notes under the fair value option.  Please tell
us why the fair value of your 2019 Notes is $39.6 million upon the pro forma completion
of your offering when at least $46.6 million worth of your common stock will be issued to
settle these notes.

 FirstName LastNameMatthew Kane
 Comapany NamePrecision BioSciences, Inc.
 March 15, 2019 Page 2
 FirstName LastName
Matthew Kane
Precision BioSciences, Inc.
March 15, 2019
Page 2
            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 Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Heyward Armstrong