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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): January 13, 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 |
| (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 |
|
BCTXW |
|
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
1.01 Entry into a Material Definitive Agreement.
On January 15, 2026, BriaCell
Therapeutics Corp. (the “Company”) consummated a public offering of 4,327,530 units (the “Common Units”) and
1,039,196 pre-funded units (“Pre-funded Units”) for a purchase price of $5.59 per Common Unit and $5.589 per Pre-funded Unit,
resulting in aggregate gross proceeds of approximately $30 million, before deducting placement agent fees and other offering expenses.
The Company intends to use the net proceeds from the sale of its securities for working capital requirements, general corporate purposes,
and the advancement of business objectives. In connection with the offering the Company issued the placement agent or its designees warrants
(the “Placement Agent Warrants”) to purchase up to 161,001 common shares. The Placement Agent Warrants have an exercise price
of $8.385, are immediately exercisable and will expire on January 13, 2031.
The
Securities Offered
Each Common Unit consists of (i) one common share, no par value per share,
and (ii) one warrant (the “Warrants”) to purchase one common share (the “Common Warrant Shares”). Each Pre-funded
Unit consists of (i) one pre-funded warrant (the “Pre-funded Warrants”) to purchase one common share (the “Pre-funded
Warrant Shares”), and (ii) one Warrant. The Pre-funded Warrants are immediately exercisable at an exercise price of $0.001 per share
and will remain exercisable until exercised in full. Each Warrant will be immediately exercisable upon issuance for a period of five years
following the date of issuance. On January 14, 2026, the Warrants commenced trading on the Nasdaq Capital Market under the symbol “BCTXL.”
Each Warrant will entitle the holder to purchase one common share at an exercise price of $6.93.
The common shares and accompanying Warrants included in each Common Unit
were issued separately, and the Pre-funded Warrants and the accompanying Warrants included in each Pre-funded Unit were issued separately.
The Common Units and Pre-funded Units have no stand-alone rights and were not issued or certificated.
The
exercise price of the Warrants and the Pre-funded Warrants and number of common shares issuable upon exercise will adjust in the event
of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events.
The
Warrants may be exercised on a cashless basis if at the time of exercise thereof there is no effective registration statement registering,
or the prospectus contained therein is not available for, the issuance of the Common Warrant Shares to the holder. The Pre-funded Warrants
may be exercised on a cashless basis at any time.
A
holder of the Warrants and the Pre-funded Warrants (together with its affiliates) may not exercise any portion of the Warrant or Pre-funded
Warrant to the extent that the holder would own more than 4.99% (or 9.99%, at the election of the holder) of the outstanding common shares
immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase
the amount of beneficial ownership of outstanding shares after exercising the holder’s Warrants or Pre-funded Warrants up to 9.99%
of the number of the Company’s common shares outstanding immediately after giving effect to the exercise.
The
Common Units, the Pre-funded Units, the common shares comprising the Common Units, the Warrants, the Pre-funded Warrants, the Placement
Agent Warrants, the Pre-funded Warrant Shares, the Common Warrant Shares and the common shares underlying the Placement Agent Warrants
were offered and sold by the Company pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-292388), filed
by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended
(the “Securities Act”) on December 23, 2025, and declared effective by the SEC on January 13, 2026 (the “Registration
Statement”), together with the Company’s Registration Statement on Form S-1 (File. No. 333-292716) filed by the Company with
the SEC on January 13, 2026, that became automatically effective pursuant to Rule 462(b) promulgated by the SEC under the Securities
Act.
On January 15, 2026, the Company also entered into a Warrant Agent Agreement
(the “Warrant Agent Agreement”) with Computershare Inc. and Computershare Trust Company, N.A. (“Computershare”),
pursuant to which Computershare agreed to act as transfer agent with respect to the Warrants. A copy of the Warrant Agent Agreement has
been filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”), and is incorporated herein by reference.
The foregoing does not purport to be a complete description of each of the
Warrants, Pre-funded Warrants and Placement Agent Warrants, and is qualified in its entirety by reference to the full text of each of
such document, which are filed as Exhibits 4.1, 4.2 and 4.3 respectively, to this Form 8-K and incorporated herein by reference.
The
Placement Agency Agreement
In connection with the offering, on January 13, 2026, the Company entered
into a Placement Agency Agreement (the “Placement Agency Agreement”) with ThinkEquity LLC (the “Placement Agent”),
pursuant to which the Company agreed to issue and sell directly to investors, in a best efforts basis the Common Units and the Pre-funded
Units. As part of its compensation for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of
6.25% of the aggregate gross proceeds.
The
foregoing does not purport to be a complete description of the Placement Agency Agreement and is qualified in its entirety by reference
to the full text of such document, which is filed as Exhibit 1.1 to this Form 8-K and incorporated herein by reference.
Item
8.01. Other Events
The Company issued press releases announcing the pricing and closing of
the Offering on January 13, 2026, and January 15, 2026, respectively. Copies of the press releases are attached hereto as Exhibit 99.1
and Exhibit 99.2 and are incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1 |
|
Placement Agency Agreement, dated as of January 13, 2026, by and between BriaCell Therapeutics Corp. and ThinkEquity LLC as Placement Agent. |
| 4.1 |
|
Form of Common Warrant |
| 4.2 |
|
Form of Pre-Funded Warrant |
| 4.3 |
|
Form of Placement Agent Warrant |
| 10.1 |
|
Warrant Agent Agreement by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., dated January 15, 2026 |
| 99.1 |
|
Press Release dated January 13, 2026 |
| 99.2 |
|
Press Release dated January 15, 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 |
January 15, 2026 |
William
V. Williams |
| |
President
and Chief Executive Officer |
