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CORRESP
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BriaCell
Therapeutics Corp.

Suite
300 – 235 West 15th Street

West
Vancouver, BC V7T 2X1

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Irene Paik, Joseph McCann, Franklin Wyman and Lisa Vanjoske

    March
    13, 2020

    Re:

    BriaCell
    Therapeutics Corp.

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

        Filed
        February 21, 2020

    File
    No. 333-234292

Ladies
and Gentlemen:

BriaCell
Therapeutics Corp. (the “Company”) is hereby filing Amendment No. 6 to its Registration Statement on Form F-1. Amendment
No. 6 has been revised to reflect the Company’s responses to the comment letter to the Registration Statement received on
March 6, 2020 from the staff of the Commission (the “Staff”).

For
ease of review, we have set forth below each of the numbered comments of the Staff’s letter in bold type followed by the
Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them
in Amendment No. 6 and all references to page numbers in such responses are to page numbers in Amendment No. 6.

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.

    Response:
    The Company has used a 20% discount to the current market price for the assumed offering price in Amendment No. 6 for illustrative
    purposes only. However, the actual public offering price per Common Unit and Pre-funded Unit, as the case may be, will
    not be determined by any particular formula but will rather be determined through negotiations between the Company and the
    underwriter at the time of pricing and may be at a greater than a 20% discount to the current market price. Therefore, the
    assumed public offering prices used throughout the prospectus may not be indicative of the final offering price.

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.

    Response:
        The Company respectfully acknowledges the Staff’s comment and has provided the table below, which includes an analysis
        of how the Company determined each of the pro forma adjustments in the Capitalization table.

    Financial
    Statement Captions
    Pro
    forma adjustments as of October 31, 2019
    Explanation
    Calculation

    Cash,
    cash equivalents, and short term investments
    $14,157,389
    Calculated
    as the gross proceeds (US$12.5m) less commissions and expenses (“Net Proceeds”)
    A.
        Gross Proceeds = $16.5M [being US$12.5 million X 1.316 (the CAD/USD rate as of October 31, 2019) B. Commissions = $1,315,999
        [being the underwriter’s commission on the gross proceeds (7%+1%)]

        C.
        expenses = $976,605 [being the total expenses for the registration of the Company’s common stock (“Registration”)
        and the offering of Common Units (“Offering”)

        D.
        Net Proceeds = A – B - C

    Common
    Stock
    $8,634,414
    The
    amount included in Common stock is calculated as the relative value of the share being offered in the Common Unit, after calculating
    the relative value of the warrant (see below), net of expenses being relating to the Offering.
    1.
        FV of the warrant based on Black-Scholes options pricing model: US$11.7M (41% of Total value of the Common Unit)

        2.
        FV of shares being offered: US$16.8M [1,200,768 shares X US$13.95] (59% of Total value of the Common Unit)

        3.
        Total value of the Common Unit: US$28.5M [1+2]

        4.
        $8,634,414 = 59% of Gross Proceeds less 59% of Commissions less 59% of expenses relating to the Offering

        5.
        $6,025,820 = 41% of Gross Proceeds less 41% of Commissions less 41% of expenses relating to the Offering

    Warrant
    reserve
    $6,025,820
    The
        amount included in the warrant reserve is based on the relative value of the warrant to the share being offered in the
        Common Unit, net of expenses relating to the Offering.

        The
        fair value of the warrants included in the above calculation are based on the Black-Scholes option pricing model with
        the following assumptions:

        share
        price – US$13.95 (being the closing price of the stock prior to the filing) ; exercise price - $13.01 (being 125%
        premium to the Unit; expected life – 5 years; annualized volatility – 88.11% (bring the volatility used in
        the last options issued by the Company); dividend yield – 0%; risk free rate – 1.436%.

    Retained
    deficit
    $502,845
    Calculated
    as of the portion of total expenses relating to the Registration. As noted above, the portion relating to the Offering is
    set off against Common stock and Warrant reserve.
    Total
        expenses: $976,605, of which $502,845 relates to the Registration and the balance relates to the Offering.

        Registration
        expenses include primarily NASDAQ and SEC fees, legal and accounting expense.

        Offering
        costs relate to legal expenses relating to the underwriter’s counsel, legal costs and underwriter costs (excluding
        commissions).

The
following tables includes a calculation of “as adjusted net tangible book value per share after this offering” in
the Dilution table:

    Caption
    in dilution table
    Amount
    Calculation

    A
    Public
    offering price per Common Unit
    $13.70
    Public
    offering price US$10.41 X 1.316 (the CAD/USD rate as of October 31, 2019)

    B
    Historical
    net tangible book value per common share as of October 31, 2019
    $
    (1.95)
    Net
    working capital as of October 31, 2019 ($1,409,349) divided by the number of common shares outstanding as of October 31, 2019
    (721,962)

    C
    Increase
    in as adjusted net tangible book value per common share attributable to the net proceeds from new investors
    $8.67
    D-B

    D
    As
    adjusted net tangible book value per common share after this offering
    $6.72
    Proforma
    net book value after the Offering ($12,912,526) divided by the total amount of outstanding common shares after the offering
    (1,590,017 shares)

    E
    Dilution
    per common share to new investors participating in this offering
    $6.98
    A-D

In
both the Dilution table and Capitalization table the Company has assumed that the underwriters will not exercise their overallotment.
The Company has revised the Registration Statement in both sections to make this disclosure clearer.

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.

    Response:
    The Company respectfully acknowledges the Staff’s comment and has revised pages 5, 12, 47, 53 and 123 to
    disclose that i) Merck will supply Keytruda directly to Thomas Jefferson University (“TJU”), ii) the Company does
    not have an agreement with Merck for the supply of Keytruda and iii) the Company has entered into a study agreement
    with TJU providing for the investigator-initiated Phase I/IIa study by Dr. Bhattacharya, the Company’s supply of Bria-IMT™
    to TJU and Dr. Bhattacharya and a budget of $3,049,322.50 which shall be paid by the Company to TJU.

    The
    Company notes that the FDA and TJU’s internal review board have approved the clinical protocol and that TJU has confirmed
    to the Company in writing that TJU has received a grant from Merck for the supply of Keytruda in connection with the study.

    The
    Company has removed the phrase “highly coveted” from the Registration Statement.

Exhibits

    5.
    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.

    Response:
    The Company respectfully acknowledges the Staff’s comment and has filed an opinion of counsel responsive to this comment.

We
hope the foregoing answers are responsive to your comments. Please do not hesitate to contact our counsel at (212) 930-9700 with
any questions or comments regarding this correspondence.

    Sincerely,

    /s/
    William V. Williams

    William
    V. Williams

cc:
(via email)

Jamieson
Bondarenko

Gadi
Levin

Gregory
Sichenzia, Esq.

Avital
Perlman, Esq.

Aaron
Sonshine

Virgil
Z. Hlus