PharmaCyte Biotech, Inc.
23046 Avenida de la Carlota, Suite 600
Laguna Hills, CA 92653
September 26, 2017
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Christine Westbrook
Re: PharmaCyte Biotech, Inc.
Registration Statement on Form S-3
Filed September 13, 2017
File No. 333-220441
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, PharmaCyte Biotech, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-220441) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 9:00 AM, eastern time, on September 28, 2017, or as soon as thereafter as is practicable.
In connection with this request, we acknowledge to the Securities and Exchange Commission (the “Commission”) that:
|·||should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;|
|·||the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and|
|·||the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.|
Please feel free to direct any questions or comments concerning this request to Merrill M. Kraines, Esq. of Pepper Hamilton LLP at (212) 808-2711.
PHARMACYTE BIOTECH, Inc.
By: /s/ Kenneth L. Waggoner
Name: Kenneth L. Waggoner
Title: Chief Executive Officer