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.
Positive
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Insights
Citadel-linked entities disclose a near-10% passive stake in BriaCell.
The filing shows a group of Citadel-affiliated entities and Kenneth Griffin collectively may be deemed to beneficially own 717,198 BriaCell Shares, or 9.99% of the company’s common shares. The ownership is reported on a Schedule 13G, which is used for passive stakes, and the certification states the securities were not acquired to change or influence control.
The percentage is calculated over 7,179,163 Shares outstanding, combining Shares outstanding as of January 15, 2026, Shares issued from voluntary warrant exercises by Citadel affiliates, and Shares issuable upon conversion of certain warrants. Those warrants are subject to terms that limit exercise if doing so would push beneficial ownership above 9.99%, effectively capping the stake.
This structure means Citadel-related entities have a meaningful, but constrained, exposure to BriaCell’s equity. Future changes in this position, if material, would be expected to appear in subsequent beneficial ownership reports and related company disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BriaCell Therapeutics Corp.
(Name of Issuer)
Common Shares, no par value per share (the "Shares")
(Title of Class of Securities)
107930307
(CUSIP Number)
01/15/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
107930307
1
Names of Reporting Persons
Citadel Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
716,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
716,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
716,699.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.98 %
12
Type of Reporting Person (See Instructions)
IA, HC, OO
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 7,179,163 Shares outstanding comprised of (i) 6,211,436 Shares outstanding as of January 15, 2026 (according to the issuer's prospectus as filed with the Securities and Exchange Commission on January 14, 2026), (ii) 657,096 Shares issued to affiliates of the reporting persons upon the voluntary exercise of certain warrants held by affiliates of the reporting persons prior to the date hereof, and (iii) 310,631 Shares issuable upon conversion of certain warrants held by affiliates of the reporting persons. The warrants described in clause (iii) are subject to terms that limit exercise, if, after such exercise, the holder and its affiliates would beneficially own more than 9.99% of the number of the Shares outstanding immediately after exercise. Except as described in the preceding sentence, all Shares for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market on January 23, 2026.
SCHEDULE 13G
CUSIP No.
107930307
1
Names of Reporting Persons
Citadel Advisors Holdings LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
716,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
716,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
716,699.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.98 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
107930307
1
Names of Reporting Persons
Citadel GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
716,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
716,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
716,699.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.98 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
107930307
1
Names of Reporting Persons
Citadel Securities LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
499.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
499.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
499.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
BD, OO
SCHEDULE 13G
CUSIP No.
107930307
1
Names of Reporting Persons
Citadel Securities Group LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
499.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
499.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
499.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
107930307
1
Names of Reporting Persons
Citadel Securities GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
499.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
499.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
499.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
107930307
1
Names of Reporting Persons
Kenneth Griffin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
717,198.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
717,198.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
717,198.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BriaCell Therapeutics Corp.
(b)
Address of issuer's principal executive offices:
Suite 300-235 15th Street West Vancouver, British Columbia, Canada, V7T 2X1
Item 2.
(a)
Name of person filing:
This Schedule 13G is being jointly filed by Citadel Advisors LLC ("Citadel Advisors"), Citadel Advisors Holdings LP ("CAH"), Citadel GP LLC ("CGP"), Citadel Securities LLC ("Citadel Securities"), Citadel Securities Group LP ("CALC4"), Citadel Securities GP LLC ("CSGP") and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the "Reporting Persons") with respect to the Shares of the above-named issuer owned by Citadel Multi-Strategy Equities (Ireland) Designated Activity Company, an Ireland company ("CMSI"), and Citadel Securities. Such owned Shares may include other instruments exercisable for or convertible into Shares.
Citadel Advisors is the portfolio manager for CMSI. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
(b)
Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 830 Brickell Plaza, Miami, Florida 33131.
(c)
Citizenship:
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
(d)
Title of class of securities:
Common Shares, no par value per share (the "Shares")
(e)
CUSIP No.:
107930307
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 716,699 Shares.
2. Citadel Securities LLC may be deemed to beneficially own 499 Shares.
3. Each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own 499 Shares.
4. Mr. Griffin may be deemed to beneficially own 717,198 Shares.
(b)
Percent of class:
1. The number of Shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes 9.98% of the Shares outstanding.
2. The number of Shares that Citadel Securities LLC may be deemed to beneficially own constitutes 0.0% of the Shares outstanding.
3. The number of Shares that each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes 0.0% of the Shares outstanding.
4. The number of Shares that Mr. Griffin may be deemed to beneficially own constitutes 9.99% of the Shares outstanding.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
2. Citadel Securities LLC: 0
3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 0
4. Mr. Griffin: 0
(ii) Shared power to vote or to direct the vote:
1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 716,699
2. Citadel Securities LLC: 499
3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 499
4. Mr. Griffin: 717,198
(iii) Sole power to dispose or to direct the disposition of:
1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
2. Citadel Securities LLC: 0
3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 0
4. Mr. Griffin: 0
(iv) Shared power to dispose or to direct the disposition of:
1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 716,699
2. Citadel Securities LLC: 499
3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 499
4. Mr. Griffin: 717,198
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Citadel Advisors LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
01/23/2026
Citadel Advisors Holdings LP
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
01/23/2026
Citadel GP LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
01/23/2026
Citadel Securities LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
01/23/2026
Citadel Securities Group LP
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
01/23/2026
Citadel Securities GP LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
01/23/2026
Kenneth Griffin
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, attorney-in-fact*
Date:
01/23/2026
Comments accompanying signature: * Seth Levy is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Allakos Inc. on October 13, 2023.
What stake in BriaCell Therapeutics Corp. (BCTX) did Citadel-related entities report?
The Citadel-affiliated reporting persons and Kenneth Griffin disclosed that Mr. Griffin may be deemed to beneficially own 717,198 common Shares of BriaCell, representing 9.99% of the company’s outstanding common shares.
How many BriaCell (BCTX) Shares are used to calculate Citadel’s ownership percentage?
The reported percentages are based on 7,179,163 Shares outstanding, consisting of 6,211,436 Shares outstanding as of January 15, 2026, 657,096 Shares issued to Citadel affiliates upon voluntary warrant exercises, and 310,631 Shares issuable upon conversion of certain warrants.
Which Citadel entities filed the Schedule 13G for BriaCell (BCTX)?
The Schedule 13G is jointly filed by Citadel Advisors LLC, Citadel Advisors Holdings LP, Citadel GP LLC, Citadel Securities LLC, Citadel Securities Group LP, Citadel Securities GP LLC, and Kenneth Griffin as the reporting persons.
What percentage of BriaCell (BCTX) does Citadel Advisors LLC report beneficially owning?
Each of Citadel Advisors LLC, Citadel Advisors Holdings LP, and Citadel GP LLC may be deemed to beneficially own 716,699 Shares, which represents 9.98% of BriaCell’s outstanding common shares.
Are any BriaCell (BCTX) warrants included in the Citadel ownership calculation?
Yes. The calculation includes 657,096 Shares issued upon voluntary exercise of warrants held by Citadel affiliates and 310,631 Shares issuable upon conversion of certain warrants that are subject to a 9.99% beneficial ownership limitation.
Is Citadel’s BriaCell (BCTX) stake reported as a passive investment?
Yes. The Schedule 13G certification states that the securities were not acquired and are not held for the purpose or effect of changing or influencing control of BriaCell and are not held in connection with any such transaction, other than activities solely in connection with a nomination under Rule 14a-11.
Who signed the BriaCell (BCTX) Schedule 13G on behalf of the Citadel entities and Kenneth Griffin?
The filing is signed by Seth Levy as Authorized Signatory for the Citadel entities and as attorney-in-fact for Kenneth Griffin pursuant to a previously filed power of attorney.
