SecProbe.io

March 6, 2020
William V. Williams
Chief Executive Officer
BriaCell Therapeutics Corp.
Suite 300 – 235 West 15th Street
West Vancouver, BC V7T 2X1
Re:BriaCell Therapeutics Corp.
Amendment No. 5 to Registration Statement on Form F-1
Filed February 21, 2020
File No. 333-234292
Dear Dr. Williams:
            We have reviewed your amended 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 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 5 to Registration Statement on Form F-1 dated February 21, 2020
Cover Page
1.We note that you present an assumed initial offering price of $14.40 per Common
Unit throughout your prospectus, which is the upper limit of your price range that you
have provided on your prospectus cover page and a 20% discount to the last reported sale
price of your common shares as reported on the OTCQB on February 20, 2020.  With a
view to disclosure and reference to the Instructions to Regulation S-K, Item 501(b)(3),
please tell us why you have selected this assumed offering price/method.  In this regard, it
should be clear whether the underwriter will be pricing the offering at a 20% discount to
the current market price.

 FirstName LastNameWilliam V. Williams
 Comapany NameBriaCell Therapeutics Corp.
 March 6, 2020 Page 2
 FirstName LastName
William V. Williams
BriaCell Therapeutics Corp.
March 6, 2020
Page 2
Capitalization, page 38
2.Please provide us an analysis that shows how you determined each of the pro forma
adjustments in the Capitalization table and the calculation of “as adjusted net tangible
book value per share after this offering” in the Dilution table. In particular, confirm the
calculation of gross and net proceeds in Canadian dollars that you used to prepare each
table.  Tell us why you assume the underwriters exercise their overallotment option in full
for the Capitalization table and assume they will not exercise their overallotment option in
the Dilution table.

Description of Business
Overview of the Company, page 47
3.We note your added disclosure that Merck will be providing Keytruda for use in a
combination study with Bria-IMT and that Merck will provide  Dr. Bhattacharya with a
grant to conduct such study.  Please revise to explain whether you have collaboration or
license agreements with Dr. Bhattacharya or Thomas Jefferson University.  If so, please
describe the material terms of the relevant agreement and file it as an exhibit to the
registration statement.  Also revise to indicate whether you have a supply agreement with
Merck for Keytruda and, as applicable, describe the material terms of such agreement and
file it as an exhibit to the registration statement.  Also revise your disclosure to explain
why the Merck grant is "highly coveted" and state the dollar amount involved. Refer to
Item 601(b)(10) of Regulation S-K.
Exhibits
4.We note counsel's statement in the legal opinion filed as Exhibit 5.1 that it has assumed
that the Warrants, Pre-funded Unit Warrants and the Underwriting Warrants, which are
governed by and construed in accordance with the laws of the State of New York, comply
with and do not violate the laws of the State of New York.  Please also provide an opinion
of counsel that addresses whether the Warrants, Pre-funded Unit Warrants and the
Underwriting Warrants are binding obligations of the registrant under the laws of the State
of New York.  For guidance, please refer to Section II.B.1.f of Staff Legal Bulletin No.
19.

 FirstName LastNameWilliam V. Williams
 Comapany NameBriaCell Therapeutics Corp.
 March 6, 2020 Page 3
 FirstName LastName
William V. Williams
BriaCell Therapeutics Corp.
March 6, 2020
Page 3

            You may contact Franklin Wyman at (202) 551-3660 or Lisa Vanjoske at (202) 551-3614
if you have questions regarding comments on the financial statements and related
matters.  Please contact Irene Paik at (202) 551-6553 or Joseph McCann at (202) 551-6262 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Avital Perlman