8-K

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): May 19, 2023

BRIACELL THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

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

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

(604) 921-1810

(Registrant’s telephone number, including area code)

Commission File No. 001-40101

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	BCTX	The Nasdaq Stock Market LLC
Warrants to purchase common shares, no par value	BCTXW	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 3.02 Unregistered Sales of Equity Securities.

As previously announced, on May 12, 2023, BriaCell Therapeutics Corp. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with Prevail Partners, LLC (“Prevail”), pursuant to which the Company agreed to issue 463,408 common shares (the “Shares”), pending approval from the Toronto Stock Exchange (“TSX”).

On May 18, 2023, TSX approved the transaction. The next day, May 19, 2023, the Company issued Prevail the Shares at a price per Share of $8.63 for aggregate gross proceeds of $4,000,000, concurrently putting out a press release announcing the closing, a copy of which is attached as Exhibit 99.1. The Shares were offered and sold in reliance on the exemption from registration afforded by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

EXHIBIT INDEX

Exhibit	Description
10.1	Stock Purchase Agreement dated May 12, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K filed May 12, 2023)
99.1	Press release dated May 19, 2023
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
May 22, 2023	William V. Williams President and Chief Executive Officer

EX-99.1

Exhibit 99.1

BriaCell Closes $4 Million Strategic Investment by Prevail Partners, LLC at US$8.63 per Share

PHILADELPHIA and VANCOUVER, British Columbia, May 19, 2023— BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT) (“BriaCell” or the “Company”), a clinical-stage biotechnology company specializing in targeted immunotherapies for cancer, is pleased to announce that the Company has completed the previously-announced strategic investment by Prevail Partners, LLC (“Prevail Partners”) in the Company (the “Investment”), in accordance with a stock purchase agreement (the “Agreement”) entered into between the Company and Prevail Partners on May 12, 2023. Pursuant to the Agreement, the Company issued 463,408 common shares (the “Shares”) to Prevail Partners (the “Issuance”) at a price per Share of US$8.63 for aggregate gross proceeds of US$4 million.

“Contract Research Organizations (CROs) typically do not invest in small biotech companies. Prevail Partner’s significant investment in BriaCell is a remarkable sign of confidence in our clinical plans and objectives,” stated Dr. William V. Williams, BriaCell’s President & CEO. “Our top priority remains to bring our novel therapeutic to advanced breast cancer patients who have failed other treatments and/or are unable to tolerate the harsh side effects of other drugs, and we believe Prevail is the right partner for us to achieve this goal.”

The Company received conditional approval from the Toronto Stock Exchange (“TSX”) on May 18, 2023.The Issuance remains subject to customary post-close filings with the TSX. The Company intends to use the proceeds from the Investment for Contract Research Organization (CRO) clinical services and technologies for its upcoming pivotal study in advanced metastatic breast cancer. The services, provided by Prevail Partners’ affiliate, Prevail InfoWorks, Inc. (“InfoWorks”), include clinical site coordination, project management, clinical monitoring and pharmacovigilance (safety management) services, and the use of InfoWork’s integrated real-time data analytics platform, The Single Interface®, for clinical support and real-time data analysis.

The Shares are subject to applicable US and Canadian resale restrictions, including a statutory hold period under Canadian securities laws of four months and one day from the closing date.

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/.

About Prevail Partners, LLC

Prevail Partners, LLC is a corporate strategic investment fund investing in clinical stage therapeutics companies. More information is available at https://prevailpartners.com/.

Safe Harbor

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, including in relation to the TSX approval of the Issuance and use of proceeds, 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 “Risks and Uncertainties” in the Company’s most recent Management’s Discussion and Analysis, under the heading “Risk Factors” in the Company’s most recent Annual Information Form, 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.sedar.com 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

Media Relations:

Jules Abraham

Director of Public Relations

CORE IR

917-885-7378

julesa@coreir.com

Investor Relations Contact:

CORE IR

investors@briacell.com

Prevail Partners, LLC Contact:

Mary Schaheen

President

267-797-2011

mary.schaheen@prevailpartners.com

XML

Cover	May 19, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 19, 2023
Entity File Number	001-40101
Entity Registrant Name	BRIACELL THERAPEUTICS CORP.
Entity Central Index Key	0001610820
Entity Tax Identification Number	47-1099599
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	Suite 300 - 235 15th Street
Entity Address, City or Town	West Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V7T 2X1
City Area Code	(604)
Local Phone Number	921-1810
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Shares, no par value
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	BCTX
Security Exchange Name	NASDAQ
Warrants to purchase common shares, no par value
Title of 12(b) Security	Warrants to purchase common shares, no par value
Trading Symbol	BCTXW
Security Exchange Name	NASDAQ