As
filed with the Securities and Exchange Commission on March 20, 2023
Registration
No. 333-234292
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM F-1
ON
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| BRIACELL
THERAPEUTICS CORP. |
| (Exact
name of registrant as specified in its charter) |
| British
Columbia |
|
2834 |
|
47-109959 |
| (State
or other jurisdiction of |
|
(Primary
Standard Industrial |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Classification
Code Number) |
|
Identification
No.) |
Suite
300 – 235 15th Street
West
Vancouver, BC V7T 2X1
Telephone:
(604) 921-1810
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Paracorp
Incorporated
2804
Gateway Oaks Drive #100,
Sacramento,
CA 95833
Telephone:
(888) 280-6563
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Gregory
Sichenzia, Esq.
Avital
Perlman, Esq.
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas
31st
Floor
New
York, NY 10036
(212)
930-9700
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 2 (“Post-Effective Amendment”) to the Registration Statement on Form F-1 (Registration No. File
No. 333-234292) previously declared effective by the Securities and Exchange Commission (the “SEC”) on February 23, 2021
(the “Original Registration Statement”) and Amendment No.1 to the Registration Statement previously declared effective by
the SEC on November 23, 2021 (the “Amendment” and, together with the Original Registration Statement, the “Registration
Statement”) of BriaCell Therapeutics Corp. (the “Company”) is being filed pursuant to the undertakings in the Registration
Statement to update and supplement the information contained in the Registration Statement with the results of the fiscal year ended
July 31, 2022. This Post-Effective Amendment No. 2 is also being filed by the Company to convert the Registration Statement into a registration
statement on Form S-3.
The
Registration Statement originally covered (i) a primary offering, or the Offering, of 4,852,353 common units (each, a “Common Unit”),
each Common Unit consisting of one common share, no par value per share, and one warrant (each an “IPO Warrant”), and 1,030,000
pre-funded units (each, a “Pre-funded Unit”), each Pre-funded Unit consisting of a pre-funded warrant to purchase one common
share at an exercise price of US$0.01 per share (each a “Pre-funded Warrant”) and an IPO Warrant, plus an additional 882,352
common shares and 882,352 IPO Warrants issued pursuant to the underwriters’ overallotment option, (ii) the offering of warrants
to purchase a total of 338,236 common shares issued to the representative of the underwriters in the Offering (the “Representative
Warrants, and together with the IPO Warrants, the “Warrants”). Subsequent to the Offering and prior to the filing of this
Post-Effective Amendment, Warrants to purchase 2,608,537 common shares and all of the pre-funded warrants were previously exercised and
259,059 IPO Warrants were repurchased and cancelled pursuant to our repurchase program. The Registration Statement covers the sale of
common shares issuable from time to time upon exercise of such Warrants that remain outstanding and unexercised.
The
information included in this filing updates the Registration Statement and the prospectus contained therein, or the Prospectus. No additional
securities are being registered under this Post-Effective Amendment. All applicable registration fees were paid at the time of the original
filing of the Registration Statement.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject
to completion, dated March 20, 2023
BriaCell
Therapeutics Corp.
Prospectus
3,914,183
Common Shares Issuable Upon Exercise of Outstanding Warrants
This
prospectus relates to the issuance of up to 3,914,183 common shares, no par value, upon the exercise of the following warrants: (1) warrants
to purchase 3,897,109 common shares that were issued as part of a public offering (the “IPO Warrants”) and (2) warrants to
purchase a total of 17,074 common shares issued to the representative of the underwriters in the public offering (the “Underwriter
Warrants” and, together with the IPO Warrants, the “Warrants”).
Our
common shares and IPO Warrants trade on the Nasdaq Capital Market under the symbols “BCTX” and “BCTXW”, respectively
and the common shares trade on the TSX under the symbol “BCT”. On March 17, 2023 the closing prices per common share on the
Nasdaq Capital Market and TSX were $7.02 and C$9.46 respectively. The closing price per IPO Warrant on the Nasdaq Capital
Market was $2.75.
We
are an “emerging growth company” as that term is used in the Jumpstart Our Business Start-ups Act of 2012 and, as such, have
elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.
Neither
the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Investing
in our securities involves a high degree of risk. See “Risk Factors” on page 7 to read about factors you should
consider before buying our securities.
This
prospectus is dated
TABLE
OF CONTENTS
Unless
otherwise stated or the context otherwise requires, the terms “BriaCell” “we,” “us,” “our”
and the “Company” refer to BriaCell Therapeutics Corp., a British Columbia corporation, and its subsidiaries.
You
should rely only on the information contained in this prospectus and any related free writing prospectus that we may provide to you in
connection with this offering. We have not, and the underwriters have not, authorized anyone to provide you with additional or different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters
are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of our securities in this offering. Our business, financial condition, results of
operations and prospects may have changed since that date.
PROSPECTUS
SUMMARY
Overview
of the Company
BriaCell
(the “Company”) is an immuno-oncology biotechnology company with a strong focus on cancer immunotherapy. Immunotherapies
have come to the forefront in the fight against cancer since they harness the body’s own immune system to recognize and destroy
cancer cells. BriaCell owns the U.S. patent to SV-BR-1-GM (“Bria-IMT™”), a whole-cell targeted immunotherapy
for cancer (U.S. Patent No. 7,674,456), as well as patents related to PKCδ inhibitors (U.S. Patent Nos. 9,364,460 and 9,572,793).
The Company is currently advancing our targeted immunotherapy program by prioritizing a Phase I/IIa clinical trial with Bria-IMT™
in combination with an immune checkpoint inhibitor and a companion diagnostic test, BriaDx™, to identify patients most likely to
benefit from Bria-IMT™. The Bria-IMT™ regimen was evaluated in four patients in a prior study in 2004-2006 by Dr. Charles
Wiseman, the scientific founder, former member of the board of directors of the Company (the “Board”) and principal
scientific advisor. Encouraging results were obtained, especially in a patient who matched Bria-IMT™ at HLA-DR alleles and had
a grade II tumor. In 2017-2018 BriaCell evaluated 23 patients with advanced breast cancer with the Bria-IMT™ regimen and obtained
confirmation of the ability of the Bria-IMT™ regimen to induce regression of metastatic breast cancer in patients who match Bria-IMT™
at least at one HLA allele and/or if they had grade I or grade II tumors. A combination study with the immune checkpoint inhibitor pembrolizumab
(KEYTRUDA®) was initiated and the first patient dosing in the “combination therapy” clinical trial occurred in September
2018. BriaCell purchased the KEYTRUDA® for this study as BriaCell does not have an agreement with Merck & Co., Inc. for the supply
of KEYTRUDA®. Eleven patients were dosed in the combination therapy trial with Bria-IMT™ and the immune checkpoint inhibitor
KEYTRUDA® and subsequently dosing with this combination was discontinued. The study was modified under an amended protocol which
evaluates the combination of the Bria-IMT™ regimen with Incyte Corporation experimental drugs retifanlimab (anti-PD-1 antibody
similar to pembrolizumab). The study is ongoing.
Corporate
Information
Our
principal executive offices are located at Suite 300-235 15th Street, West Vancouver, BC V7T 2XI. Our telephone number is
(604) 921-1810. Our corporate website is www.briacell.com. The information on our website is not a part of, or incorporated in, this
prospectus.
THE
OFFERING
The
information below is only a summary of more detailed information included elsewhere in this prospectus. This summary may not contain
all the information that is important to you or that you should consider before making a decision to invest in our securities. Please
read this entire prospectus, including the risk factors, carefully.
| Securities
offered by us |
|
3,914,183
common shares, issuable upon exercise of 3,897,109 IPO Warrants and 17,074 Representative Warrants. |
| |
|
|
| Common
shares outstanding prior to this offering |
|
15,518,018
common shares |
| |
|
|
| Common
shares outstanding after this offering (1) |
|
19,432,201
shares |
| |
|
|
| Use
of proceeds |
|
We
intend to use the proceeds from the exercise of the warrants to advance our clinical trials and as further set forth in the “Use
of Proceeds” section. |
| |
|
|
| Risk
factors |
|
An
investment in our securities involves significant risks. See the section entitled “Risk Factors” and other information
included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities. |
| |
|
|
| Market
and trading symbol for our common shares and IPO Warrants |
|
Our
common shares and the IPO Warrants trade on the Nasdaq Capital Market under the symbols “BCTX” and “BCTXW”,
respectively and our common shares trade on the TSX under the symbol “BCT”. There is no market or trading symbol for
the Representative Warrants. |
| (1) |
The
number of common shares to be outstanding after this offering is based on 15,518,018 common shares outstanding as of March 20, 2023
and excludes the following: |
| |
● |
4,224,841
common shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $6.17; |
| |
|
|
| |
● |
29,578
common shares issuable upon the exercise of outstanding compensation warrants, at a weighted average exercise price of $5.84; |
| |
|
|
| |
● |
1,691,400
common shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $6.22; |
| |
|
|
| |
● |
19,200
common shares issuable upon the exercise of outstanding restricted share units. |
RISK
FACTORS
An
investment in our common shares involves a high degree of risk. You should carefully consider the risks set forth under the section captioned
“Risk Factors” contained in our Annual Report on Form 10-K for the year ended July 31, 2022, which is incorporated by reference
into this prospectus, and in the other reports that we file with the SEC and incorporate by reference into this prospectus, before deciding
to invest in our securities. The risks and uncertainties we have described are not the only ones we face.
If
any of the events described in these risk factors actually occurs, or if additional risks and uncertainties that are not presently known
to us or that we currently deem immaterial later materialize, then our business, prospects, results of operations and financial condition
could be materially adversely affected. In that event, the trading price of our securities could decline, and you may lose all or part
of your investment in our securities. The risks discussed include forward-looking statements, and our actual results may differ substantially
from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
information set forth in this prospectus may contain forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe
harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,”
“may,” “will,” “should,” “could,” “would,” “seek,” “intend,”
“plan,” “goal,” “project,” “estimate,” “anticipate” “strategy,”
“future,” “likely” or other comparable terms and references to future periods. All statements other than statements
of historical facts included in this prospectus regarding our strategies, prospects, financial condition, operations, costs, plans and
objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding:
possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies;
future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash
needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements.
Any
forward-looking statement made by us in this prospectus is based only on information currently available to us and speaks only as of
the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral that
may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required under
applicable law. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus
and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding
that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, merger, dispositions, joint ventures, spinouts or investments we may undertake. We qualify all of
our forward-looking statements by these cautionary statements.
USE
OF PROCEEDS
The
gross proceeds if all the Warrant holders, as of the date of this prospectus, exercise their Warrants will be approximately $20.7 million;
however, we are unable to predict the timing or amount of potential Warrant exercises. Accordingly, all such proceeds will be used for
working capital and general corporate purposes. It is possible that some, or all, of the Warrants may expire and never be exercised.
DESCRIPTION
OF SECURITIES
The
following description of our common shares and Warrants and provisions of our Articles of Incorporation is a summary and does not purport
to be complete.
Common
Shares
As
of March 20, 2023, our authorized share capital, as provided for by our articles, consists of an unlimited number of common shares, no
par value, of which 15,508,018 shares are issued and outstanding. All of our outstanding common shares are validly issued, fully paid
and non-assessable.
Our
common shares are the only securities with respect to which a voting right may be exercised at a meeting of shareholders.
Dividends.
Our Shareholders are entitled to receive dividends, as may be declared from time to time and in the sole discretion of the Board.
Dividends shall be paid according to the number of Common Shares owned. Dividends may take the form of specific assets or of fully paid
shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways. Shareholders are not entitled
to notice of any dividend. We have never paid cash dividends on our capital stock and we do not anticipate paying any dividends in the
foreseeable future.
Voting
Rights. Each common share is entitled to one vote at a meeting of shareholders.
IPO
Warrants
The
IPO Warrants are exercisable immediately, have an exercise price of $ 5.3125 per share, and expire five years from the date of issuance.
No
fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrants. As to any fraction of a
share which the holder would otherwise be entitled to purchase upon such exercise, we shall, at our election, either pay a cash adjustment
in respect of such fraction (in an amount equal to such fraction multiplied by the exercise price) or round the number of shares to be
received by the holder up to the next whole number.
Representative
Warrants
The
Representative Warrants are exercisable six months after issuance, have an exercise price of $ 6.19 per share, and expire five years
from the date of issuance.
No
fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Representative Warrants. As to any
fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, we shall, at our election, either pay
a cash adjustment in respect of such fraction (in an amount equal to such fraction multiplied by the exercise price) or round the number
of shares to be received by the holder up to the next whole number.
Registration
Number
Our
registration number under the BCBCA is BC0764547.
LEGAL
MATTERS
The
validity of the issuance of our common shares offered in this prospectus and certain other legal matters as to Canadian law have been
passed upon for us by Bennett Jones LLP, Toronto, Canada.
EXPERTS
The
financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended July 31, 2022
have been so incorporated in reliance on the report of MNP LLP, independent registered public accountants.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a Registration Statement on Form S-3 under the Securities Act to register the common shares offered by this prospectus.
The term “registration statement” means the original registration statement and any and all amendments thereto, including
the schedules and exhibits to the original registration statement or any amendment. This prospectus is part of that registration statement.
This prospectus does not contain all of the information set forth in the registration statement or the exhibits to the registration statement.
For further information with respect to us and the common shares being offered pursuant to this prospectus, you should refer to the registration
statement and its exhibits. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred
to are not necessarily complete, and you should refer to the copy of that contract or other documents filed as an exhibit to the registration
statement.
We
file annual reports, quarterly reports, current reports, proxy statements and other information with the SEC under the Exchange Act.
You can read our SEC filings, including the registration statement, at the SEC’s website at www.sec.gov.
You
may read and copy this information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549, at prescribed
rates. You may obtain information regarding the operation of the public reference room by calling the SEC at 1-800-SEC-0330.
The
SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC.
Our
website can be accessed at www.briacell.com. The information contained on, or that may be obtained from, our website is not, and shall
not be deemed to be, a part of this prospectus.
The
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which
this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose
of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you.
Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing the current state of our affairs.
This
prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys
and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that they
have gathered their information from sources they believe to be reliable, although they do not guarantee the accuracy or completeness
of such information. While we believe that these industry publications and third-party research, surveys and studies are reliable, we
have not independently verified such data.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered to
be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC
prior to the date of this prospectus.
We
incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents
listed below that we have filed with the SEC:
| ● |
Our
Annual Report on Form 10-K for the fiscal year ended July 31, 2022 (filed with the SEC on October 28, 2022); |
| ● |
Our
Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2022 (filed with the SEC on December 14, 2022) and our Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2023 (filed with the SEC on March 16, 2023); |
| ● |
Our
Current Reports on Form 8-K filed with the SEC on August 4, 2022, October 28, 2022; December 8, 2022;; February 10, 2023; and February 15, 2023; and |
| ● |
The
description of our common shares and IPO Warrants included in our Form 8-A12B, filed with the SEC on February 23, 2021, including
any amendments filed for the purpose of updating such information. |
We
also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made on or after the date of the initial filing of the registration
statement of which this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective
amendment that indicates the termination of the offering of the Securities made by this prospectus and will become a part of this prospectus
from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information
provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information
in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent
that statements in the later filed document modify or replace such earlier statements.
Information
furnished under Items 2.02 or 7.01 (or corresponding information furnished under Item 9.01 or included as an exhibit) in any past Current
Report on Form 8-K that we filed with the SEC, unless otherwise specified in such report, is not incorporated by reference in this prospectus.
We
will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, including
exhibits to these documents. You should direct any requests for documents to BriaCell Therapeutics Corp., 3rd Floor, Bellevue
Centre, 235-15th Street, West Vancouver, British Columbia, Canada V7T 2X1. Copies of the above reports may also be accessed
from our website at www.briacell.com. We have authorized no one to provide you with any information that differs from that contained
in this prospectus. Accordingly, you should not rely on any information that is not contained in this prospectus. You should not assume
that the information in this prospectus is accurate as of any date other than the date of the front cover of this prospectus.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified,
superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes
or replaces such statement.
BriaCell
Therapeutics Corp.
Prospectus
3,914,183
Common Shares Stock Issuable Upon Exercise of Outstanding Warrants
March
__, 2023
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate (except for registration
fees, which are actual) of the approximate amount of the fees and expenses payable by us in connection with the issuance and distribution
of our common shares described in this Post-Effective Amendment No. 2.
| SEC registration fee | |
$ | 8,563.30 | * |
| Accounting fees and expenses | |
$ | 2,200 | |
| Legal fees and expenses | |
$ | 30,000 | |
| Miscellaneous | |
$ | 2,000 | |
| Total | |
$ | 42,763.30 | |
*
Previously paid.
Item
15. Indemnification of Directors and Officers.
Under
the British Columbia Business Corporations Act, or BCBA, a company may indemnify: (i) a current or former director or officer of that
company; (ii) a current or former director or officer of another corporation if, at the time such individual held such office, the corporation
was an affiliate of the company, or if such individual held such office at the company’s request; or (iii) an individual who, at
the request of the company, held, or holds, an equivalent position in another entity (an “indemnifiable person”) against
all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her
in respect of any civil, criminal, administrative or other legal proceeding or investigative action (whether current, threatened, pending
or completed) in which he or she is involved because of that person’s position as an indemnifiable person, unless: (i) the individual
did not act honestly and in good faith with a view to the best interests of such company or the other entity, as the case may be; or
(ii) in the case of a proceeding other than a civil proceeding, the individual did not have reasonable grounds for believing that the
individual’s conduct was lawful. A company cannot indemnify an indemnifiable person if it is prohibited from doing so under its
articles or by applicable law. A company may pay, as they are incurred in advance of the final disposition of an eligible proceeding,
the expenses actually and reasonably incurred by an indemnifiable person in respect of that proceeding only if the indemnifiable person
has provided an undertaking that, if it is ultimately determined that the payment of expenses was prohibited, the indemnifiable person
will repay any amounts advanced. Subject to the aforementioned prohibitions on indemnification, a company must, after the final disposition
of an eligible proceeding, pay the expenses actually and reasonably incurred by an indemnifiable person in respect of such eligible proceeding
if such indemnifiable person has not been reimbursed for such expenses, and was wholly successful, on the merits or otherwise, in the
outcome of such eligible proceeding or was substantially successful on the merits in the outcome of such eligible proceeding. On application
from an indemnifiable person, a court may make any order the court considers appropriate in respect of an eligible proceeding, including
the indemnification of penalties imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement.
As permitted by the BCBCA, our articles require us to indemnify our directors and former directors (and such individual’s respective
heirs and legal representatives) and permit us to indemnify any person to the extent permitted by the BCBCA.
Item
16. Exhibits and Financial Statement Schedules.
| Exhibit |
|
Description |
| |
|
|
| 1.1 |
|
Form of Underwriting Agreement |
| |
|
|
| 3.1 |
|
Articles of BriaCell Therapeutics Corp, dated July 26, 2006 |
| |
|
|
| 3.2 |
|
Articles of BriaCell Therapeutics Corp, dated October 22, 2019 |
| |
|
|
| 3. |
|
Notice of Articles, dated November 25, 2014 |
| |
|
|
| 3.4 |
|
Notice of Articles, dated August 22, 2019 |
| |
|
|
| 3.5 |
|
Alteration to Articles, dated February 13, 2023 |
| |
|
|
| 5.1 |
|
Legal Opinion of Bennett Jones LLP |
| |
|
|
| 5.2 |
|
Legal Opinion of Sichenzia Ross Ference LLP |
| |
|
|
| 10.1 |
|
Stock Option Plan, dated November 25, 2014 |
| |
|
|
| 10.2 |
|
Service Agreement with UC Davis, dated June 11, 2015 |
| |
|
|
| 10.3 |
|
Clinical Study Agreement with Cancer Insight, LLC, dated May 2, 2016 |
| |
|
|
| 10.4 |
|
Amendment #1 to Service Agreement with UC Davis, dated June 12, 2016 |
| |
|
|
| 10.5 |
|
Licensing Agreement between Faller & Williams Technology LLC and Sapientia Pharmaceuticals, Inc., dated March 16, 2017 |
| |
|
|
| 10.6 |
|
Master Services Agreement with KBI Biopharma, Inc., dated March 17, 2017 |
| |
|
|
| 10.7 |
|
Clinical Study Agreement with Cancer Insight, LLC, dated September 29, 2017 |
| |
|
|
| 10.8 |
|
Amendment #2 to Service Agreement with UC Davis, dated August 27, 2018 |
| |
|
|
| 10.9 |
|
First Supplement to Clinical Study Agreement with Cancer Insight, LLC, dated October 18, 2018 |
| |
|
|
| 10.10 |
|
Amendment #1 to Services Agreement with Colorado State University, dated April 2, 2019 |
| |
|
|
| 10.11 |
|
Stem Cell Program Services Agreement with UC Davis, May 3, 2019 |
| |
|
|
| 10.12 |
|
HLA Typing Services Agreement with Histogenetics, dated October 3, 2019 |
| |
|
|
| 10.13 |
|
Procurement Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019 |
| |
|
|
| 10.14 |
|
Clinical Supply Services Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019 |
| |
|
|
| 10.15 |
|
Quality Agreement with Catalent Pharma Solutions, LLC, dated June 25, 2019 |
| |
|
|
| 10.16 |
|
Master Services Agreement, dated February 27, 2020 |
| |
|
|
| 10.17 |
|
Cooperative Research and Development Agreement, dated October 28, 2020 |
| |
|
|
| 10.18 |
|
Form of Securities Purchase Agreement (June 2021) |
| |
|
|
| 10.19 |
|
Form of Placement Agency Agreement (June 2021) |
| |
|
|
| 10.20 |
|
Form of Registration Rights Agreement (June 2021) |
| |
|
|
| 10.21 |
|
Form of Underwriting Agreement dated February 22, 2021 |
| |
|
|
| 10.22+ |
|
Compensation Agreement with Dr. William V. Williams, dated August 31, 2021 |
| 10.23+ |
|
Compensation Agreement with Dr. William V. Williams, dated June 21, 2022 |
| |
|
|
| 10.24+ |
|
Employment Agreement with Giuseppe Del Priore, dated February 14, 2022 |
| |
|
|
| 10.25+ |
|
Employment Agreement with Gadi Levin, dated March 2, 2022 |
| |
|
|
| 10.26+ |
|
Employment Agreement with Miguel Lopez-Lago, dated May 26, 2022 |
| |
|
|
| 10.27 |
|
Exclusive License Agreement dated August 1, 2022 |
| |
|
|
| 10.48+ |
|
Omnibus Equity Incentive Plan |
| |
|
|
| 21.1 |
|
List of Subsidiaries |
| |
|
|
| 23.1* |
|
Consent of MNP, LLP |
| |
|
|
| 23.3 |
|
Consent of Bennett Jones LLP (included in exhibit 5.1) |
| |
|
|
| 23.2 |
|
Consent of Sichenzia Ross Ference LLP (included in exhibit 5.2) |
| |
|
|
| 24.1 |
|
Power of Attorney (on the signature page heret) |
| * |
Filed
herewith. |
| + |
Indicates
a management contract or compensatory plan or arrangement. |
Item
17. Undertakings.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification by it is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
| (a) |
The
undersigned registrant hereby undertakes: |
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i.
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement); and
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
| (b) |
The
undersigned registrant hereby undertakes that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser
if the registrant is relying on Rule 430B: (A) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date. |
| (c) |
The
undersigned registrant hereby undertakes that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use. |
| (d) |
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the West Vancouver, British Columbia, on this 20th day of March 2023.
| |
BriaCell
Therapeutics Corp. |
| |
|
| |
/s/
William V. Williams |
| |
William
V. Williams |
| |
Chief
Executive Officer, President, and Director |
| |
(Principal
Executive Officer) |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. William V. Williams as his
true and lawful attorneys-in-fact, with full power of substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and to sign
a registration statement pursuant to Section 462(b) of the Securities Act of 1933, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
| /s/
William V. Williams |
|
Chief
Executive Officer, President and Director |
|
March
20, 2023 |
| William
V. Williams |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Gadi Levin |
|
Chief
Financial Officer and Corporate Secretary |
|
March
20, 2023 |
| Gadi
Levin |
|
(Principal
Accounting and Financial Officer) |
|
|
| |
|
|
|
|
| /s/ Jamieson
Bondarenko |
|
Chairman
of the Board of Directors |
|
March
20, 2023 |
| Jamieson
Bondarenko |
|
|
|
|
| |
|
Director |
|
March
20, 2023 |
| Vaughn
C. Embro-Pantalony |
|
|
|
|
| /s/
Marc Lustig |
|
Director |
|
March
20, 2023 |
| Marc
Lustig |
|
|
|
|
/s/
Martin E. Schmieg |
|
Director |
|
March
20, 2023 |
| Martin
E. Schmieg |
|
|
|
|
| |
|
Director |
|
March
20, 2023 |
| Rebecca
Taub |
|
|
|
|
| /s/
Jane A. Gross |
|
Director |
|
March
20, 2023 |
| Jane
A. Gross |
|
|
|
|
