SecProbe.io

CORRESP
 1
 filename1.htm

 Request of Acceleration

 BioHarvest Sciences Inc.
 1140-625 Howe Street
 Vancouver, British Columbia
 V6C 2T6, Canada
 (604) 689-5722

 September 4, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporate Finance
 100 F Street, N.E.
 Washington, DC 20549

 Re: Request of Acceleration for BioHarvest Sciences Inc.
 Registration Statement on Form F-3
 File No. 333-289908

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will be effective on September 8, 2025, at 9:00 a.m., Eastern Standard Time, or as soon thereafter as is practicable.

 If you have any questions or comments in connection with this request of acceleration, please contact our legal counsel Stephen F.X. O’Neill of O’Neill Law LLP at son@stockslaw.com or (604) 687-5792. Please notify him when the request for acceleration has been granted.

 Sincerely,

 By: /s/ David K. Ryan
 Name: David K. Ryan
 Title: Vice-President, Investor Relations and Secretary

 cc: Stephen F.X. O’Neill of O’Neill Law LLP.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 3, 2025

Ilan Sobel
Chief Executive Officer
BioHarvest Sciences Inc.
1140-625 Howe Street
Vancouver, British Columbia
V6C 2T6, Canada

 Re: BioHarvest Sciences Inc.
 Registration Statement on Form F-3
 Filed August 28, 2025
 File No. 333-289908
Dear Ilan Sobel:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Stephen F.X. O Neill, Esq.
</TEXT>
</DOCUMENT>

August 27, 2024
Ilan Sobel
Chief Executive Officer
BioHarvest Sciences Inc.
1140-625 Howe Street
Vancouver, BC V6C 2T6, Canada
Re:BioHarvest Sciences Inc.
Registration Statement on Form 20-F
Filed June 14, 2024
File No. 000-56663
Dear Ilan Sobel:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Steve O’Neill, Esq.

August 21, 2024
Ilan Sobel
Chief Executive Officer
BioHarvest Sciences Inc.
1140-625 Howe Street
Vancouver, BC V6C 2T6, Canada
Re:BioHarvest Sciences Inc.
Amendment No. 2 to Registration Statement on Form 20-F
Filed August 14, 2024
File No. 000-56663
Dear Ilan Sobel:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
our comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form 20-F
Item 10. Additional Information
C. Material Contracts, page 63
1.We note your response to prior comment 1 and reissue in part. Please revise this section to
disclose the identities of the other parties to the agreements.
            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.
            Please contact Tracie Mariner at 202-551-3744 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters. Please
contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with any other
questions.

August 21, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Steve O’Neill, Esq.

August 6, 2024
Ilan Sobel
Chief Executive Officer
BioHarvest Sciences Inc.
1140-625 Howe Street
Vancouver, BC V6C 2T6, Canada
Re:BioHarvest Sciences Inc.
Amendment No. 1 to Registration Statement on Form 20-F
Filed July 24, 2024
File No. 000-56663
Dear Ilan Sobel:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 20-F
Item 10. Additional Information
C. Material Contracts, page 63
1.We note your response to prior comment 11 and re-issue in part. Please further revise this
section to disclose the identities of the other parties to the agreements. Please also revise
to disclose (i) the percentage of revenues from first-time orders and subsequent orders to
be paid pursuant to the TV Network Agreement, or a range not exceeding 10 percentage
points, and (ii) the milestone metrics in the TV Network Agreement and the number of
Common Shares that could be issued if those metrics are achieved.
Financial Statements for Fiscal Year Ended December 31, 2023
Note 12- Convertible Loan, page F-33
We note your response to prior comment 12 and your related disclosure revisions. We
continue to have trouble reconciling your footnote disclosure with your disclosure on page
84. In this regard, your disclosure in Note 5 to your Unaudited Interim Condensed
Consolidated Financial Statements indicates that as of March 31, 2024 the outstanding 2.

August 6, 2024
Page 2
principal and interest on your convertible loans totaled $6,943 (Loan A - $4,345, Loan B -
$2,046 and Loan C - $552) and your subsequent event disclosure in Note 9 indicates a
subsequent conversion in April 2024 of $4,124. It is unclear to us how these amounts
reconcile with your disclosure on page 84 which shows an aggregate principal amount
and interest outstanding of $1,239, which consists solely of amounts due under Loan A.
Please advise or revise as necessary.
            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.
            Please contact Tracie Mariner at 202-551-3744 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters. Please
contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Steve O’Neill, Esq.

July 10, 2024
Ilan Sobel
Chief Executive Officer
BioHarvest Sciences Inc.
1140-625 Howe Street
Vancouver, BC V6C 2T6, Canada
Re:BioHarvest Sciences Inc.
Registration Statement on Form 20-F
Filed June 14, 2024
File No. 000-56663
Dear Ilan Sobel:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Registration Statement on Form 20-F
Item 4. Information on the Company
B. Business Overview
Overview, page 22
1.Please revise your statement on page 22 that you are “focused on utilizing the Botanical
Synthesis Platform Technology to develop the next generation of science-based and
clinically proven therapeutic solutions” and other statements implying your nutraceutical
products may “treat, cure, mitigate or prevent a disease” to remove any implication that
your products have been or will be approved or marketed for therapeutic uses. Please also
revise your Government Regulations section to disclose how your cosmeceutical business
will be regulated in the markets you intend to enter and revise as appropriate.
2.Please revise your Business section where appropriate to disclose the data relied on for
your statement that you “can produce plant cells with significantly higher concentrations
of active ingredients (as compared to those that are produced naturally), as well as
extremely high levels of solubility and bio-availability.”

July 10, 2024
Page 2
Products Business Unit, page 23
3.Please revise page 23 to describe the remaining R&D work related to your proposed olive
cell product and to disclose the regulatory approvals needed and what your clinical trials
must demonstrate to bring the product to market in the United States and Israel.
(b) Pharmaceuticals, page 25
4.Please revise page 25 to disclose for the clinical trials conducted in the cardio-vascular
space and the series of promotion studies, the clinical trial designs, the phase of clinical
development, the indications, the primary and secondary endpoints, whether the trials met
the endpoints, whether the clinical trials were powered for statistical significance, and if
so, whether the results were statistically significant, and provide the data from the clinical
trials instead of stating your conclusion that the results were “successful.” Please also
revise to explain whether your anecdotal evidence of the positive health impact of your
VINIA® health product can be used to help support a regulatory approval. To the extent
you intend to develop your products for medical indications, please revise your
Government Regulations section to disclose how pre-market approval and
commercialization of pharmaceuticals is regulated in the jurisdictions you intend to obtain
such approval.
(c) Cosmeceuticals, page 25
5.Please revise page 25 to disclose the number of participants in the skin care assessment in
Seoul, whether your products were used in the assessment, the skin ailments assessed and
the results data.
Principal Markets, page 26
6.Please revise to include net income (loss) for the periods presented.
Item 5. Operating and Financial Review and Prospects, page 33
7.We note your disclosure on page 26 indicating that over 90% of the sales via your
websites and call centers are subscription sales and that at least 95% of these subscriptions
are for periods equal to or greater than three months. We further note your references to
metrics that you have adopted such as cost of acquisition and lifetime value. Please tell us
and disclose if these subscription data and metrics constitute key performance indicators
that management uses to manage the business and that would be material to investors. For
guidance, refer to Staff Release 33-10751.
A. Operating Results
Research and Development Expenses, page 36
8.We note your disclosure stating that your research and development expenses increased
during the fiscal year ended December 31, 2023 and during the three months ended March
31, 2024 as compared to the three months ended March 31, 2023 mainly due to increases
in wages, salaries, raw materials, depreciation, professional fees, and share-based
compensation. Please expand your disclosure to discuss the reasons for the increases in
your expenses to the extent they relate to the development of specific products and
services.

July 10, 2024
Page 3
Item 6. Directors, Senior Management and Employees
C. Board Practices, page 49
9.To the extent you are a foreign private issuer, please revise this section, or elsewhere in
the prospectus as appropriate, to disclose that you are a foreign private issuer and to
discuss the related implications for investors.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders, page 52
10.Please revise to disclose the natural person(s) who have voting and/or dispositive control
over the common shares beneficially owned by Greensoil.
Item 10. Additional Information
C. Material Contracts, page 59
11.Please revise your Material Contracts section to disclose the following:
•the identity of the other parties to the agreements;
•the aggregate amount paid to date pursuant to the Equipment Agreement;
•the aggregate rent payments made pursuant to the Yavne No. 2 Agreement;
•the aggregate payments made to date and the term and termination provisions of the
License Agreement;
•aggregate payments made to date and the percentage of revenues from first-time
orders and subsequent orders to be paid pursuant to the TV Network Agreement, or a
range not exceeding 10 percentage points;
•the milestone metrics in the TV Network Agreement and the number of Common
Shares that could be issued if those metrics are achieved;
•the aggregate amounts received to date pursuant to the Biopharmaceutical Partner
Agreement and the Food Product Partner Agreement; and
•the aggregate payments made to date and the number of options issued pursuant to the
MZ Group Agreement.

July 10, 2024
Page 4
Financial Statements for Fiscal Year Ended December 31, 2023
Note 12 - Convertible Loan, page F-31
12.For each of your convertible loans A, B and C, please revise your disclosure as follows:
•Disclose the actual principal amount of convertible loans issued during each period,
rather than just the "up to" amount authorized.  To the extent that issuances occurred
in tranches, disclose the principal amount issued for each tranche, the issuance date of
each tranche and its maturity date.
•For each balance sheet date, disclose the difference between the carrying amount and
the amount you would be required to pay at maturity to the holder of the obligation.
Refer to paragraph 10(b) of IFRS 7.
•Provide additional disclosures to help reconcile your footnote disclosure with the
disclosure on page 79.  In this regard, considering revising your disclosure on page 79
to present amounts outstanding in both Canadian and U.S. dollars and indicate to
which loans (A, B or C) the five remaining tranches relate.
Note 26- Subsequent Events, page F-46
13.We note your disclosure stating that, on May 27, 2024, you approved a 35-for-1 share
consolidation effective from June 3, 2024. Please revise all of the share information your
filing to give retroactive treatment to the reverse stock split, including in your historical
financial statements, in accordance with the guidance in SAB Topic 4C. To the extent that
this impacts the date(s) of your auditor's report, please have them update accordingly.
Exhibits
14.The consent from your auditor pertains to your financial statements as of December 31,
2023 and December 31, 2022 and for the years then ended, rather than for the three years
ended December 31, 2023. Please obtain a revised consent, and include it with your next
amendment.
            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.
            Please contact Tracie Mariner at 202-551-3744 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters. Please
contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Steve O’Neill, Esq.