September 26, 2019

William V. Williams
Chief Executive Officer
BriaCell Therapeutics Corp.
Suite 300   235 West 15th Street
West Vancouver, BC V7T 2X1

       Re: BriaCell Therapeutics Corp.
           Draft Registration Statement on Form F-1
           Submitted August 30, 2019
           CIK No. 0001610820

Dear Dr. Williams:

       We have reviewed your draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-1 submitted August 30, 2019

Cover Page

1.     Your coverpage highlights that you are "in the process of applying" to
have your common
       stock and warrants listed on the Nasdaq Capital Market and your
disclosure on page 112
       notes that you might "consummate and close this offering without a
listing approval letter
       from the Nasdaq Capital Market." To the extent that the offering will
close without a
       Nasdaq listing, please (i) revise the coverpage to remove reference to a
Nasdaq listing,
       and (ii) confirm to us that you will register one or more classes of
securities pursuant to
       Section 12(g) of the Exchange Act or, alternatively, add appropriate
risk factor
       disclosures concerning the lack of a Section 12 reporting obligation.
 William V. Williams
FirstName LastNameWilliam V. Williams
BriaCell Therapeutics Corp.
Comapany 26, 2019
September NameBriaCell Therapeutics Corp.
September 26, 2019 Page 2
Page 2
FirstName LastName
2.       With reference to Instruction 1 to Regulation S-K, Item 501(b)(3),
please tell us whether
         you plan to revise the coverpage to add a price range.
Prospectus Summary
Overview of the Company, page 5

3.       Your summary should be a brief overview of the key aspects of the
offering and should
         not include a lengthy and detailed description of your business and
strategy or include
         highly technical terminology. Refer to Item 503(a) of Regulation S-K
and Note 4 to Rule
         421(b) under the Securities Act, as amended. We note that your Summary
extends over
         20 pages in length and duplicates many of the technical disclosures
and graphics
         concerning trials and mechanisms of action that are presented in your
Business section. In
         addition, your extensive use of footnotes is not appropriate to a
Summary presentation.
         Accordingly, please substantially revise the Summary presentation to
focus on key aspects
         and also balance this presentation by including discussion of the most
significant business
         and offering risks.
4.       Please revise the second and third paragraphs on page 1 to remove
stock exchange, ticker
         symbols and market capitalization information for Merck and Incyte.
Also, revise the
         second paragraph to clarify your statement concerning "launching
combination therapy."
         In this regard, it should be clear from your disclosure whether
clinical work or product
         commercialization is commencing in the near term.
5.       Please revise to explain at first use the terms "off the shelf" and
"personalized
         immunotherapy."
Bria-IMTTM, page 5

6.       We note that your discussion of Bria-IMT highlights positive efficacy,
safety and
         tolerability data. Accordingly, please revise the first paragraph
under the heading to place
         this data into context by clarifying, if true, that "proof of concept"
data is preliminary in
         nature and that you will need to complete your Phase I/IIa study and
additional clinical
         studies before FDA assesses the efficacy, safety and tolerability of
this product candidate
         and determines whether it will be approved for commercial sale.
7.       We note your disclosure on page 55 that Bria-IMT's indication will be
for the treatment of
         patients with metastatic breast cancer who have failed at least two
lines of therapy. Please
         revise your disclosure to note this information in the Prospectus
Summary.
8.       Please revise the third bullet point under the caption "Positive Proof
of Concept" to
         provide support for your conclusion that the data is "impressive." In
your response, please
         also provide us with objective support for your statement that the
data is "similar to, or
         superior to" other approved breast cancer drugs when they were at a
similar development
         stage. In your response, please tell us whether there were any
material differences in
         the patient populations or trial protocols, and if so, why you
nonetheless believe it is
 William V. Williams
FirstName LastNameWilliam V. Williams
BriaCell Therapeutics Corp.
Comapany 26, 2019
September NameBriaCell Therapeutics Corp.
September 26, 2019 Page 3
Page 3
FirstName LastName
         appropriate to compare the data across trials.
Corporate Background, page 21

9.       Please revise to discuss the reverse takeover transaction referenced
on page F-21 and the
         corporate restructuring referenced on page 49, or advise.
Implications of Being an "Emerging Growth Company" and a Foreign Private
Issuer, page 22

10.      Please supplementally provide us with copies of all written
communications, as defined
         in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your
         behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
         whether or not they retain copies of the communications.
11.      We note your statement, "We currently report and will continue to
report under the
         Securities Exchange Act of 1934." It does not appear that you have
been a reporting
         company under the Securities Exchange Act. Please revise your
disclosure as
         appropriate.
Summary Financial Data, page 25

12.      It does not appear that any amounts in this table are in thousands as
stated. Please revise
         the disclosure as necessary.
Use of Proceeds, page 44

13.      We note that you intend to use $4,000,000 of the net proceeds from
this offering for
         clinical trials of Bria-IMTTM and $1,200,000 for initial clinical
trials of Bria-OTSTM.
         Please revise your disclosure in this paragraph to specify the stage
of development you
         plan to achieve for each listed product candidate with these allocated
funds. To the extent
         material amounts of other funds are necessary to accomplish the
specified purposes, state
         the amounts and sources of such other funds needed for each specified
purpose. Refer
         to Item 3.C.1 of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates, page 49

14.      Please explain how the absence of an active trading market for your
common shares listed
         on OTCQB and TSXV, as stated on page 38, affected your determination
of share
         compensation expense, as well as the extent to which the share price
amounts disclosed in
         Notes 8 and 9 may have differed from values determined by an
independent valuation
         firm. In addition, once you have an estimated offering price range,
please explain to us the
         reasons for any differences between recent valuations of your common
shares leading up
         to the planned offering and the midpoint of your estimated offering
price range. This
         information will help facilitate our review of your accounting for
equity issuances,
         including stock compensation.
 William V. Williams
FirstName LastNameWilliam V. Williams
BriaCell Therapeutics Corp.
Comapany 26, 2019
September NameBriaCell Therapeutics Corp.
September 26, 2019 Page 4
Page 4
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Research Cost, page 50

15.      You state that work began on the development of "second generation
Bria-IMTTM" during
         the nine month period ended April 30, 2019. Please revise your
disclosure as appropriate
         to discuss the development of "second generation Bria-IMTTM."
Liquidity and Capital Resources, page 53

16.      Please substantially revise your disclosure in this section to address
the requirements of
         Item 5.B of Form 20-F.
Competition, page 56

17.      Please define "CTCs/CAMLs" where first used.
Description of Business
Products/Pipeline, page 59

18.      We note your disclosure throughout the prospectus suggesting that your
product candidate
         is safe or effective, such as "impressive Phase IIa efficacy data,"
"an outstanding safety
         and tolerability profile," "the patients for which Bria-IMT
immunotherapy was highly
         effective" and "regulatory review of effective novel therapies such as
Bria-IMTTM." Safety
         and efficacy determinations are solely within the authority of the FDA
and comparable
         regulatory authorities. Please revise your prospectus disclosure to
remove all references to
         your product candidates as being safe and effective, including
preliminary indications of
         efficacy. You may present the objective results of trials and any
discussion of preliminary
         results should be sufficiently balanced with a disclosure of the
preliminary nature of such
         results.
Bria-OTSTM Immunotherapy Covers ~99% of the Breast Cancer Population, page 61

19.      Please disclose how you determined that Bria-OTSTM would cover 99% of
the breast
         cancer population and how many variations of Bria-OTS would have to be
pre-
         manufactured in order to cover this percentage of the population.
Available Clinical Data for Treatment with the Bria-IMTTM Regimen, page 63

20.      Please revise your disclosure concerning the three "Proof of Concept"
clinical trials to
         indicate when and where each trial was conducted. To the extent the
testing was
         conducted in the United States, indicate whether the trials were
subject to FDA approved
         protocols or advise.
21.      In your discussion of the three proof of concept trials conducted to
date, please revise your
         disclosure to specify the primary and secondary endpoints of the
different trials, the
         results as they relate to the endpoints and any statistical analysis
that was done. With
 William V. Williams
BriaCell Therapeutics Corp.
September 26, 2019
Page 5
         respect to the median overall survival data, please provide a
comparison to the median
         overall survival data for untreated patients. Please also disclose the
number of patients
         who experienced partial and complete responses to the treatment. In
addition, with
         respect to the third proof of concept trial, please revise your
disclosure to specify that the
         treatment regimen included pre-treatment with low-dose
cyclophosphamide and post-
         treatment inoculation of interferon-alpha-2b.
22.      We note your disclosure that most patients who dropped out did so due
to worsening of
         their underlying disease. Please disclose how many people in each
study dropped out and
         at what point in time they dropped out.
23.      Please revise the first chart on page 10 to clarify that the tumor
shrinkage and biological
         response columns are representative of the number of patients who
experienced tumor
         shrinkage and biological response rather than the percentage of tumor
shrinkage and
         biological response for each type of patient.
24.      Please define and discuss the significance of the term "delayed-type
hypersensitivity
         response."
Protein Kinase C Delta (PKC) Inhibitors, page 64

25.      Please substantially revise this section to (i) define scientific
terms such as PKC, RAS,
         TGF and TGF, (ii) describe the PKC inhibitor that you plan to develop
and the results of
         preclinical studies you have done to date, (iii) provide additional
narrative context for
         each of the graphics in this section such that investors do not need
to read the articles that
         are cited to understand the significance of the graphics and (iv)
explain the significance of
         the measurements (e.g. % control OD value, absorbance 490 nm, etc.)
used for each of the
         graphs.
26.      Please explain why your disclosure on page 66 states that "PKC
inhibitor reduces tumor
         burden in a human lung cancer model (lower is better)," but the chart
above it shows that
         tumor volume increases with treatment. Please also include the unit of
measurement for
         tumor volume.
27.      In the graph labelled (B) on page 68, please explain why the percent
survival rate with the
         vehicle is only measured as of one day as opposed to over a period of
time.
Clinical Trials, page 69

28.    Please expand your disclosure regarding the Phase I/IIa combination
study of Bria-IMTTM
FirstName LastNameWilliam V. Williams
       with pembrolizumab to provide details regarding the study, including the
number of
Comapany NameBriaCell Therapeutics study, patient eligibility requirements,
primary and
       patients you plan to enroll in the Corp.
September 26, 2019 Page 5 and the estimated completion date.
       secondary endpoints
FirstName LastName
 William V. Williams
FirstName LastNameWilliam V. Williams
BriaCell Therapeutics Corp.
Comapany 26, 2019
September NameBriaCell Therapeutics Corp.
September 26, 2019 Page 6
Page 6
FirstName LastName
KEYTRUDA  (pembrolizumab), page 71

29.      Please tell us whether you are party to any agreements with Merck for
the supply of
         Keytruda, and if so, please disclose the material terms of the
agreement and file it as an
         exhibit to the registration statement. Alternatively, please tell us
why you do not believe
         this is required. See Item 601(b)(10) of Regulation S-K.
Completed Proof of Concept Trials, page 72

30.      It appears that the disclosures on pages 18-20 and 72-74 are identical
to the disclosures on
         pages 9-10 and 63-64, except for the results in the second chart
separating patients by
         DTH response. Please remove any duplicative disclosure or advise.
License Agreements, page 75

31.      Please expand your disclosure to discuss the material terms of the
License Agreement
         between Sapientia and Faller-Williams Technology, including rights and
obligations,
         payment terms such as up-front payment, milestone payments and
royalties, and term and
         termination provisions.
Manufacturing, page 78

32.      Please describe the material terms of any agreements with the
University of California,
         Davis Health System and with KBI Biopharma, Inc. and file them as
exhibits to the
         registration statement. Alternatively, please tell us why you do not
believe this is
         required. See Item 601(b)(10) of Regulation S-K.
Employment Agreements with Executive Officers and Significant Employees, page
103

33.      Please file the consulting agreement with Mr. Gadi Levin as an exhibit
to the registration
         statement pursuant to Item 601(b)(10)(iii)(A), or tell us why you do
not believe this is
         required.
Independent Auditors' Report, page F-1

34.      Please obtain and file a revised audit report from your independent
accountant that
         complies with the format and language required in PCAOB Auditing
Standard 3101. The
         report of the independent accountant should include a statement that
the audit was
         conducted "in accordance with the standards of the Public Company
Accounting
         Oversight Board (United States)" or tell us why no revision is
necessary.

2. Basis of Presentation, page F-6

35.      On page 39, you appear to have asserted that adoption of new or
revised accounting
         standards can be delayed under Section 107 of the JOBS Act. Please
explain your
 William V. Williams
BriaCell Therapeutics Corp.
September 26, 2019
Page 7
         consideration of this guidance for emerging growth companies that
report under IFRS.
9. Share-Based Compensation, page F-22

36.      You do not specify the vesting terms of all options granted, for
example, the 3.4 million
         options described on page F-23. Please revise the disclosure as
necessary.
14. Research and Development Costs, page F-28

37.      Please provide us a summary of the material terms governing the
contractual
         arrangements described on page 128 and listed in the Exhibits section,
as well as your
         collaboration and supply agreement with Incyte Corporation, as
discussed on page 71.
         Also, explain how costs associated with these agreements are reflected
in the specific
         captions in the table for research and development costs on page F-28.
In
         addition, describe the nature of costs classified as licensing, patent
and vaccine in this
         table. Revise your discussion on page 50, accordingly.
38.      Please explain to us why Wages and Salaries declined from $518,192 in
2017 to $30,908
         in 2018. Revise the disclosure as necessary.
General

39.      Please provide us proofs of all graphics, visual, or photographic
information you will
         provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
         Please note that we may have comments regarding this material.
40.      We note that you cite to the uniform resource locator (URL) for the
work that you cite in
         the prospectus. Please note that when an issuer includes an active
hyperlink or an inactive
         URL for a website that could be converted into an active hyperlink
within a document
         required to be filed or delivered under the federal securities laws,
the issuer assumes
         responsibility for the information that is accessible through the
hyperlinked website as if it
         were part of the filing. Further, the information on the website must
be filed as part of the
         issuer s document. Refer to Release No. 34-42728, footnote 41, and
file the hyperlinked
         information, or revise to remove the URL.
        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.



FirstName LastNameWilliam V. Williams                           Sincerely,
Comapany NameBriaCell Therapeutics Corp.
                                                                Division of
Corporation Finance
September 26, 2019 Page 7
FirstName LastName
                                                                Office of
Healthcare & Insurance