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                            June 26, 2023

       Joshua Silverman
       Interim Chief Executive Officer and Interim President
       PharmaCyte Biotech, Inc.
       3960 Howard Hughes Parkway, Suite 500
       Las Vegas, NV 89169

                                                        Re: PharmaCyte Biotech,
Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed June 9, 2023
                                                            File No. 333-272569

       Dear Joshua Silverman:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-3

       Prospectus Summary
       Private Placement of Preferred Shares and Warrants, page 1

   1.                                                   We refer to your May 9,
2023 securities purchase agreement relating to the sale of
                                                        preferred shares and
warrants. Please provide additional disclosure regarding the impacts
                                                        that future share
conversions and warrant exercises could have in terms of dilution,
                                                        corporate control, and
downward pressure on your stock price. In this regard, we note that
                                                        you are registering for
resale 100 million shares of common stock which is approximately
                                                        six times the number of
common shares presently outstanding as disclosed on page 8 (16.8
                                                        million shares). Also
discuss, if material, the impact that mandatory monthly redemptions
                                                        of the preferred stock
could have on your cash flow and liquidity.
 Joshua Silverman
PharmaCyte Biotech, Inc.
June 26, 2023
Page 2
The Offering
Shares of Common Stock that May be Offered by the Selling Stockholders, page 3

2.     Your disclosure indicates that at an upcoming special meeting of
stockholders you will
       seek stockholder approval for an amendment to the Company's Articles of
Incorporation
       to increase the total number of authorized shares of common stock. We
also note that the
       definitive proxy statement pertaining to your upcoming special meeting
does not include a
       proposal calling for authorization of additional shares. Please revise
or advise to clarify
       whether and, if so, when you will seek stockholder approval to increase
the total number
       of authorized shares. Also, tell us whether you have sufficient
authorized shares available
       to issue the 100 million common shares covered by this registration
statement. In this
       regard, we note the disclosure on page 3 indicating that you plan to
file an amendment to
       this registration statement.
Selling Stockholders, page 7

3.     We note that your tender offer to purchase up to 7,750,000 shares was
set to expire
       on June 9, 2023. Please update your prospectus, where appropriate, to
reflect changes
       resulting from the tender offer including, without limitation, changes
to your capitalization
       and the holdings of the selling stockholders.
General

4.     We note that your definitive proxy statement filed on June 5, 2023
indicates that in
       accordance with Nasdaq Listing Rule 5635(d) you are seeking shareholder
approval for
       the issuance of 20% or more of your common stock. Accordingly, please
revise this
       registration statement to limit the resale offering to the 19.99%
threshold until such time
       as your shareholders approve the issuance of 20% or more.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement. You may contact Doris Stacey Gama at 202-551-3188 or Joe McCann at
202-551-
6262 with any other questions.



                                                             Sincerely,
FirstName LastNameJoshua Silverman
Comapany NamePharmaCyte Biotech, Inc.                        Division of
Corporation Finance
                                                             Office of Life
Sciences
June 26, 2023 Page 2
cc:
FirstName Kenneth R. Koch, Esq.
          LastName