BriaCell (NASDAQ: BCTX) completes $4.71M best efforts common share sale
Rhea-AI Filing Summary
BriaCell Therapeutics Corp. entered a Placement Agency Agreement with ThinkEquity for a best efforts equity offering of 1,449,300 common shares at $3.25 per share. The offering generated gross proceeds of about $4.71 million before fees and expenses.
The company plans to use the net proceeds for working capital, general corporate purposes, and advancing its business objectives. The shares were issued under an effective shelf registration statement on Form S-3. As compensation, BriaCell paid a cash fee of 7.5% of gross proceeds and issued Placement Agent Warrants to buy 72,465 common shares at an exercise price of $4.0625 per share, exercisable immediately and expiring five years after the agreement date.
Positive
- None.
Negative
- None.
Insights
BriaCell raises $4.71M via registered share sale with warrant compensation to its placement agent.
BriaCell Therapeutics completed a best efforts sale of 1,449,300 registered common shares at $3.25 per share, bringing in gross proceeds of about $4.71 million. The transaction uses the company’s existing Form S-3 shelf, a common tool for smaller biotech issuers to access capital.
Net proceeds are earmarked for working capital, general corporate purposes, and advancing business objectives, which typically include funding clinical and operational activities. ThinkEquity received a cash fee of 7.5% of gross proceeds plus 72,465 warrants with a $4.0625 exercise price and five-year term, adding a modest layer of potential future dilution.
The offering was conducted on a best efforts basis rather than as an underwritten deal, and relied on a TSX exemption for interlisted issuers. Future company filings and updates on development programs will help clarify how efficiently this new capital supports BriaCell’s stated objectives.
8-K Event Classification
Key Figures
Key Terms
Placement Agency Agreement financial
best efforts offering financial
shelf registration statement financial
Form S-3 regulatory
Placement Agent Warrants financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| British Columbia | ||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Commission
File No.
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 | ||
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 1.01 Entry into a Material Definitive Agreement.
On May 31, 2026, BriaCell Therapeutics Corp. (the “Company”) entered into a Placement Agency Agreement (the “Agreement”) with ThinkEquity LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to investors, in a best efforts offering (the “Offering”), an aggregate of 1,449,300 common shares of the Company at an offering price of $3.25 per common share.
The Offering closed on June 2, 2025. The Company received gross proceeds of $4.71 million in connection with the Offering, before deducting Placement Agent fees and other Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital requirements, general corporate purposes, and the advancement of business objectives.
The 1,449,300 common shares sold in the Offering were offered and sold pursuant to a registration statement on Form S-3 (File No. 333-276650), which was filed with the Securities and Exchange Commission (the “Commission”) on January 22, 2024, and was declared effective by the Commission on January 31, 2024. A prospectus supplement and the accompanying prospectus relating to the Offering have been filed with the Commission.
As part of its compensation for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of 7.5% of the aggregate gross proceeds and also issued to the Placement Agent warrants to purchase 72,465 common shares (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable upon issuance, expire five years from the date of the Agreement, and have an exercise price of $4.0625 per common share. The Placement Agent Warrants, and the common shares issuable upon exercise thereof, were issued in reliance on the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
The representations, warranties and covenants contained in the Agreement were made solely for the benefit of the parties to the Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing descriptions of the Placement Agent Warrants and Agreement are not complete and are qualified in their entirety by references to the full text of the form of Placement Agent Warrant and Agreement which are filed as Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Canadian legal opinion, including the related consent, of Bennett Jones LLP relating to the issuance and sale of the common shares is filed as Exhibit 5.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K regarding the Placement Agent Warrants and the shares issuable thereunder are hereby incorporated by reference.
Item 8.01 Other Events.
On May 31, 2026, the Company issued a press release announcing the pricing of the Offering.
On June 2, 2026, the Company issued a press release announcing the closing of the Offering.
Copies of the press releases are attached as Exhibits 99.1 and 99.2 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Placement Agent Warrant | |
| 5.1 | Opinion of Bennett Jones LLP | |
| 10.1 | Placement Agency Agreement | |
| 23.1 | Consent of Bennett Jones LLP (included in Exhibit 5.1) | |
| 99.1 | Pricing Press Release dated May 31, 2026 | |
| 99.2 | Closing Press Release dated June 2, 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 | |
| June 2, 2026 | William V. Williams |
| President and Chief Executive Officer |
Exhibit 99.1
BriaCell Therapeutics Announces Pricing of Offering
Philadelphia & Vancouver, British Columbia – May 31, 2026 – BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXL, BCTXZ) (TSX: BCT) (“BriaCell” or the “Company”), a clinical-stage biotechnology company developing novel immunotherapies to transform cancer care, today announced the pricing of a best-efforts offering of 1,449,300 common shares. Each common share is being sold at an offering price of $3.25 per share. All of the common shares in the offering are being offered by the Company. Total gross proceeds from the offering, before deducting placement agent’s fees and other offering expenses, are expected to be approximately $4.7 million. The offering is expected to close on June 2, 2026, subject to satisfaction of customary closing conditions. The Company is relying upon the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange, such as Nasdaq.
The Company intends to use the net proceeds from the offering for working capital requirements, general corporate purposes, and the advancement of business objectives.
ThinkEquity is acting as sole placement agent for the offering.
The securities described above are being offered and sold by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-276650), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 22, 2024 and declared effective on January 31, 2024. The offering is being made only by means of a written prospectus. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and can be accessed for free on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About BriaCell Therapeutics Corp.
BriaCell is an immuno-oncology-focused biotechnology company developing targeted and effective approaches for the management of cancer. More information is available at https://briacell.com/.
Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on BriaCell’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, and under “Risks and Uncertainties” in the Company’s other filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, all of which are available under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Forward-looking statements contained in this announcement are made as of this date, and BriaCell Therapeutics Corp. undertakes no duty to update such information except as required under applicable law.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact Information
Company Contact:
William V. Williams, MD
President
& CEO
1-888-485-6340
info@briacell.com
Investor Relations Contact:
investors@briacell.com
Exhibit 99.2
BriaCell Therapeutics Announces Closing of Offering
Philadelphia & Vancouver, British Columbia – June 2, 2026 – BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXL, BCTXZ) (TSX: BCT) (“BriaCell” or the “Company”), a clinical-stage biotechnology company developing novel immunotherapies to transform cancer care, today announced the closing of its best-efforts offering of 1,449,300 common shares. Each common share was sold at an offering price of $3.25 per share. All of the common shares in the offering were offered by the Company. Total gross proceeds from the offering, before deducting placement agent’s fees and other offering expenses, were approximately $4.7 million. The Company relied upon the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange, such as Nasdaq.
The Company intends to use the net proceeds from the offering for working capital requirements, general corporate purposes, and the advancement of business objectives.
ThinkEquity acted as the sole placement agent for the offering.
The securities described above were offered and sold by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-276650), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 22, 2024 and declared effective on January 31, 2024. The offering was made only by means of a written prospectus. A final prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and can be accessed for free on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About BriaCell Therapeutics Corp.
BriaCell is an immuno-oncology-focused biotechnology company developing targeted and effective approaches for the management of cancer. More information is available at https://briacell.com/.
Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on BriaCell’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, and under “Risks and Uncertainties” in the Company’s other filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, all of which are available under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Forward-looking statements contained in this announcement are made as of this date, and BriaCell Therapeutics Corp. undertakes no duty to update such information except as required under applicable law.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact Information
Company Contact:
William V. Williams, MD
President & CEO
1-888-485-6340
info@briacell.com
Investor Relations Contact:
investors@briacell.com