BriaCell (NASDAQ: BCTX) shareholders re-approve equity plan and board slate

Rhea-AI Filing Summary

BriaCell Therapeutics Corp. held its Annual General and Special Meeting of Shareholders on March 5, 2026. Shareholders owning 3,502,695 common shares were present in person or by proxy, out of 7,250,487 common shares issued and outstanding as of the January 26, 2026 record date.

Shareholders ratified the appointment of MNP LLP as auditors, with 3,431,761 votes for and 70,934 withheld. Six directors were elected, including Dr. Jane Gross, Mr. Jamieson Bondarenko, Dr. William V. Williams, Dr. Rebecca Taub, Mr. Vaughn C. Embro-Pantalony, and Mr. Martin Schmieg.

Shareholders also re-approved the Company’s Omnibus Equity Incentive Plan, with 1,524,081 votes for, 362,949 against, and 1,615,665 broker non-votes, maintaining the Company’s existing framework for equity-based compensation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 5, 2026

BRIACELL THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

British Columbia A1		47-1099599
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 300 - 235 15th Street West Vancouver, BC V7T 2X1		V7T 2X1
(Address of principal executive offices)		(Zip Code)

(604) 921-1810

(Registrant’s telephone number, including area code)

Commission File No. 001-40101

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value		BCTX		The Nasdaq Stock Market LLC
Warrants to purchase common shares, no par value		BCTXZ		The Nasdaq Stock Market LLC
Warrants to purchase common shares, no par value		BCTXL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On March 5, 2026, BriaCell Therapeutics Corp. (the “Company”) held its Annual General and Special Meeting of Shareholders (the “Meeting”). As of January 26, 2026, the date of record for determining the shareholders entitled to vote on the proposals presented at the Meeting, there were 7,250,487 common shares of the Company issued and outstanding and entitled to vote at the Meeting. A total of 3,502,695 common shares of the Company, constituting a quorum, were represented in person or by valid proxies at the Meeting. The matters submitted to a vote of the Company’s shareholders at the Meeting are described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 12, 2026. The final results for each of the matters submitted to a vote of the Company’s shareholders at the Meeting are as follows:

Proposal 1. At the Meeting, the shareholders ratified the appointment of MNP LLP as auditors for the Company and the authorization of the Board of Directors of the Company (the “Board”) to fix the auditors’ remuneration and terms of engagement. The result of the votes to ratify the appointment of MNP LLP was as follows:

For		Withhold		Broker Non-Votes
3,431,761		70,934		0

Proposal 2. At the Meeting, the terms of six (6) members of the Board expired. Each of the six (6) nominees for director (the “Nominees”) were elected to serve until the next annual and special meeting of shareholders, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed, or becomes disqualified in accordance with the Articles of the Company, as amended and in effect, or the Business Corporations Act (British Columbia). The result of the votes to elect the Nominees was as follows:

Directors		For		Withhold		Broker Non-Votes
Dr. Jane Gross		1,837,220		49,810		1,615,665
Mr. Jamieson Bondarenko		1,847,842		39,188		1,615,665
Dr. William V. Williams		1,837,675		49,355		1,615,665
Dr. Rebecca Taub		1,837,729		49,301		1,615,665
Mr. Vaughn C. Embro-Pantalony		1,847,644		39,386		1,615,665
Mr. Martin Schmieg		1,844,132		42,898		1,615,665

Proposal 3. At the Meeting, the Company’s shareholders re-approved the Company’s omnibus equity incentive plan (the “Omnibus Equity Incentive Plan”). The result of the votes to re-approve the Omnibus Equity Incentive Plan was as follows:

For		Against		Broker Non-Votes
1,524,081		362,949		1,615,665

EXHIBIT INDEX

Exhibit		Description
10.1		Omnibus Equity Incentive Plan (incorporated by reference from Schedule I to the Definitive Proxy Statement on Schedule 14A of the Company, filed with the SEC on February 12, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRIACELL THERAPEUTICS CORP.
	/s/ William V. Williams
March 9, 2026	William V. Williams
	President and Chief Executive Officer

FAQ

What key decisions were made at BriaCell Therapeutics (BCTX) March 5, 2026 shareholder meeting?

Shareholders ratified MNP LLP as auditors, elected six directors, and re-approved the Omnibus Equity Incentive Plan. Quorum was reached with 3,502,695 common shares represented out of 7,250,487 issued and outstanding as of the January 26, 2026 record date.

How did BriaCell (BCTX) shareholders vote on the Omnibus Equity Incentive Plan?

BriaCell shareholders re-approved the Omnibus Equity Incentive Plan with 1,524,081 votes for, 362,949 against, and 1,615,665 broker non-votes. This vote maintains the company’s ability to grant equity-based awards under its existing omnibus plan structure going forward.

Which directors were elected at BriaCell Therapeutics’ 2026 Annual and Special Meeting?

Shareholders elected six directors: Dr. Jane Gross, Mr. Jamieson Bondarenko, Dr. William V. Williams, Dr. Rebecca Taub, Mr. Vaughn C. Embro-Pantalony, and Mr. Martin Schmieg. Each will serve until the next annual and special meeting or until a successor is duly elected or appointed.

What were the auditor ratification results at BriaCell (BCTX)’s March 2026 meeting?

Shareholders ratified MNP LLP as BriaCell’s auditors, authorizing the Board to fix their remuneration and engagement terms. The vote recorded 3,431,761 shares in favor, 70,934 withheld, and no broker non-votes, confirming continued use of MNP LLP for audit services.

How many BriaCell (BCTX) shares were eligible and represented for voting at the 2026 meeting?

As of the January 26, 2026 record date, 7,250,487 common shares were issued, outstanding, and entitled to vote. At the March 5, 2026 meeting, 3,502,695 common shares were represented in person or by valid proxies, constituting a quorum for conducting business.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.9 KB
• EX-101 XBRL DEFINITION FILE 26.4 KB
• EX-101 XBRL LABEL FILE 36.5 KB
• EX-101 XBRL PRESENTATION FILE 25.1 KB