Briacell Therapeutics Corp SEC Filings

BriaCell Therapeutics Corp. has entered an asset purchase agreement with its majority‑owned subsidiary BriaPro Therapeutics Corp., transferring BriaCell’s exclusive license to develop and commercialize Soluble CD80 for cancer and related assets to BriaPro. As consideration, BriaPro will issue 23,972,589 BriaPro common shares, raising BriaCell’s ownership in BriaPro to about 78% after the transaction. BriaCell will also make available up to $3.0 million to BriaPro through a credit facility to fund research and development, with each drawdown subject to BriaCell’s approval. The deal is expected to close on or around March 12, 2026, subject to approval by disinterested BriaPro shareholders and receipt of an independent third‑party valuation confirming fair market value.

BriaCell Therapeutics Corp. has called its 2026 annual general and special meeting for March 5, 2026 in Toronto. Shareholders of record on January 26, 2026, representing 7,250,487 common shares, can vote in person or by proxy.

Investors will vote on appointing MNP LLP as auditor, electing six directors, and re-approving BriaCell’s rolling omnibus equity incentive plan, which allows equity awards up to 15% of shares outstanding, with additional caps for insiders and non-employee directors. The Board unanimously recommends voting “FOR” all three proposals.

BriaCell Therapeutics Corp. (BCTX) received a Schedule 13G filing from a group of Citadel-affiliated entities and Kenneth Griffin, disclosing a sizable passive stake in the company’s common shares.

The group reports beneficial ownership of 717,198 Shares, which represents 9.99% of BriaCell’s outstanding common shares. Within this, Citadel Advisors LLC, Citadel Advisors Holdings LP, and Citadel GP LLC may each be deemed to beneficially own 716,699 Shares (9.98% of the class), while Citadel Securities LLC and related entities may be deemed to beneficially own 499 Shares (0.0% of the class).

The reported percentages are based on 7,179,163 Shares outstanding, including 6,211,436 Shares outstanding as of January 15, 2026, 657,096 Shares issued upon voluntary warrant exercises by Citadel affiliates, and 310,631 Shares issuable upon conversion of warrants that are subject to a 9.99% beneficial ownership limitation.

BriaCell Therapeutics Corp. completed a public offering of 4,327,530 Common Units and 1,039,196 Pre-funded Units at $5.59 per Common Unit and $5.589 per Pre-funded Unit, generating aggregate gross proceeds of approximately $30 million before fees and expenses. Each Common Unit includes one common share and one five-year warrant, while each Pre-funded Unit includes a pre-funded warrant priced at $0.001 per share plus one warrant; each warrant is exercisable at $6.93 per share and trades on Nasdaq under the symbol BCTXL. The company also issued placement agent warrants to purchase up to 161,001 common shares at $8.385 per share and paid the placement agent a 6.25% cash fee on gross proceeds. BriaCell plans to use the net proceeds for working capital, general corporate purposes, and to advance its business objectives, with all securities issued under effective Form S-1 registration statements.

BriaCell Therapeutics Corp. reported that its two-thirds owned subsidiary, BriaPro Therapeutics Corp., has filed unaudited condensed interim consolidated financial statements and a management’s discussion and analysis for the three-month period ended October 31, 2025 with securities regulators in British Columbia and Alberta. These BriaPro financial statements and the related discussion are attached to the report as Exhibits 99.1 and 99.2 and are incorporated by reference for informational purposes only. The company notes that this information is being furnished under Regulation FD and is not considered filed for liability purposes under U.S. securities laws.

BriaCell Therapeutics Corp. reported results for the quarter ended October 31, 2025, as it advances multiple immuno-oncology programs, including its pivotal Phase 3 Bria‑IMT™ trial in metastatic breast cancer and the Bria‑OTS™ off‑the‑shelf platform.

The company posted a net loss of $8.3 million versus $5.8 million a year earlier, driven mainly by research and development expenses that rose to $6.7 million from $3.7 million. Clinical trial costs reached $4.9 million, including $3.8 million for the Bria‑IMT™ pivotal Phase 3 study and $1.0 million for the Bria‑OTS™ Phase 1/2a trial. General and administrative expenses were $1.6 million, and basic and diluted loss per share was $4.35.

Liquidity tightened: cash and cash equivalents were $2.7 million and short‑term investments $7.5 million, for total assets of $13.1 million and working capital of $8.0 million. Operating cash outflow was $7.7 million in the quarter, shareholders’ equity fell to $9.4 million, and the accumulated deficit reached $119.95 million. Management notes that recurring losses, negative cash flows and reliance on new financings cast substantial doubt on BriaCell’s ability to continue as a going concern, despite having raised $50.9 million of gross equity proceeds in the prior fiscal year and securing a $2.0 million NCI SBIR grant for Bria‑PROS+™.

Operationally, BriaCell continued enrolling its pivotal Bria‑IMT™ Phase 3 trial at 79 U.S. sites, under FDA Fast Track designation, with a fourth consecutive positive Data Safety Monitoring Board recommendation. The company highlighted prior Phase 2 data showing median overall survival of 13.4–16.5 months in metastatic breast cancer cohorts versus 6.7–9.8 months reported in the literature, and indicated that top‑line Phase 3 data and an interim overall survival analysis could be available as early as the first half of 2026, subject to event accrual. BriaCell also advanced its Bria‑OTS+™ platform through preclinical results and a collaboration with Memorial Sloan Kettering’s Therapeutics Accelerator, and expanded a small‑molecule oncology pipeline via BriaPro’s AI‑driven collaboration with Receptor.AI.

BriaCell Therapeutics (BCTX) filed its 10-K, highlighting steady clinical progress and a leaner cost base. The company’s lead immunotherapy, Bria-IMT, is in a pivotal Phase 3 study in metastatic breast cancer with the checkpoint inhibitor retifanlimab and holds FDA Fast Track Designation. The Data Safety Monitoring Board raised no safety concerns in reviews on December 2, 2024, March 20, 2025, and June 24, 2025. As of April 22, 2025, the study had consented over 100 and enrolled over 75 patients, with top-line data anticipated as early as H1‑2026.

Bria-OTS, the personalized off‑the‑shelf program, showed a complete resolution of a lung metastasis in the first treated patient and has advanced to combination dosing following safety clearance. R&D expenses were $21,150,628 for the year ended July 31, 2025 (vs. $26,442,821 in 2024). The aggregate market value of non‑affiliate equity was $94,477,705 based on a $50.20 share price as of January 31, 2025. 1,883,906 common shares were outstanding as of October 15, 2025. The filing also notes substantial doubt about the company’s ability to continue as a going concern.

Schedule 13G filed by Jeremy Myung Jae Plambeck reports his beneficial ownership in BriaCell Therapeutics Corp. The filing lists 4,329.72 directly held common shares, 29,956 BCTXW warrants (reported as 2,995.6 common-share equivalents at a 10:1 exercise ratio) and 63,132.88 BCTXZ rights (reported as 6,313.29 common-share equivalents at a 10:1 conversion ratio). The filing states an aggregate ownership equal to 100.0% of the class and provides detailed vote/disposition powers for the same share counts. The filer notes delays in registry updates: conversions for BCTXZ were not reflected until 09/05/2025 and for BCTXW until 09/11/2025. The statement includes a certification that the securities are not held to change control.