Amendment: SEC Form SC 13D/A filed by BriaCell Therapeutics Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 2)*

BriaCell Therapeutics Corp.

(Name of Issuer)

COMMON SHARES, NO PAR VALUE

(Title of Class of Securities)

10778Y302

(CUSIP Number)

Marc Lustig

1 First Canadian Place

Toronto, Ontario M5X 1H3

Canada

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 3, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 10778Y302

(1) Consists of 140,000 common shares issuable upon the exercise of options held by Marc Lustig.

(2) Consists of 2,542,935 common shares, 902,935 common shares issuable upon exercise of warrants and 253,000 common shares issuable upon exercise of public warrants held by L5 Capital Inc.

(3) Based on 36,313,161 shares outstanding as of December 4, 2024 and 140,000 common shares issuable upon exercise of options, 902,935 common shares issuable upon exercise of warrants and 253,000 common shares issuable upon exercise of public warrants.

(1) Consists of 2,542,935 common shares, 902,935 common shares issuable upon exercise of warrants and 253,000 common shares issuable upon exercise of public warrants held by L5 Capital Inc.

(2) Based on 36,313,161 shares outstanding as of December 4, 2024 and 902,935 common shares issuable upon exercise of warrants and 253,000 common shares issuable upon exercise of public warrants.

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission on September 7, 2021 , as amended by Amendment No. 1 filed on May 24, 2024, with respect to the common shares, no par value, of BriaCell Therapeutics Corp., a British Columbia corporation (the “Issuer”). The address of the principal executive office of the Issuer is Suite 300 – 235 15th Street, West Vancouver, BC V7T 2X1, Canada. All information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date hereof.

L5 Capital Inc.

(a)-(c) L5 Capital Inc., which is sometimes referred to in this statement as a “Reporting Person,” is a corporation formed under the laws of the province of British Columbia, Canada, and is wholly owned by Marc Lustig, its sole control person. Its principal business is as an investment company investing in securities. The Reporting Person has a business address at 1 First Canadian Place, Toronto, Ontario M5X 1H3, Canada.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated.

Marc Lustig

(a)-(c) Marc Lustig, who is sometimes referred to in this statement as a “Reporting Person,” is a member of the board of directors of the Issuer, and his present occupations include investor and entrepreneur, serving as a founding member of L5 Capital Inc. as well as Lustig Family Medical Cannabis Research & Care Fund of the Cedars Cancer Foundation. The Reporting Person has a business address at 1 First Canadian Place, Toronto, Ontario M5X 1H3, Canada.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated.

(f) The Reporting Person is a citizen of Canada.

“Item 3. Source and Amount of Funds or Other Consideration” is hereby amended and restated as follows:

On December 3, 2024, L5 Capital Inc. used $106,295 in working capital funds to purchase 233,000 public warrants on the open market at an average price of $0.4562 per public warrant. The public warrants are exercisable immediately, have an exercise price of $5.31 per share, and expire on February 26, 2026. L5 Capital Inc. owns over 5% of the public warrants.

On May 14, 2024, pursuant to a securities purchase agreement between L5 Capital Inc. and the Issuer, L5 Capital Inc. purchased 902,935 common shares and 902,935 warrants at a combined purchase price of $2.215 per common share and accompanying warrant, for an aggregate purchase price of $2,000,000. The securities were purchased by L5 Capital Inc. with working capital. The warrants will be exercisable six months from the date of issuance at an exercise price of $2.11 and will expire on the five year anniversary of the initial exercise date.

Other than the common shares listed above in this Item 3, all other common shares were purchased by L5 Capital Inc. with working capital in open market purchases in 2021 and 2022. L5 Capital Inc. expended an aggregate of $9,421,129.50 for the purchase of the common shares.

On September 1, 2021, the Issuer granted Mr. Lustig options to purchase 100,000 common shares pursuant to the Issuer’s stock option plan in connection with his services as a director of the Issuer. The options expire on September 1, 2026, have an exercise price of $5.74 and vested immediately upon issuance.

On June 20, 2023, the Issuer granted Mr. Lustig options to purchase 40,000 common shares pursuant to the Issuer’s stock option plan in connection with his services as a director of the Issuer. The options expire on June 20, 2028, have an exercise price of $6.03 and vested immediately upon issuance.

The common shares owned by the Reporting Persons include 20,000 common shares issuable upon exercise of public warrants purchased by L5 Capital Inc. on February 2, 2022 for an aggregate purchase price of $67,250. The exercise price is $5.21 and expire on February 26, 2026.

The Reporting Person acquired the securities reported in this statement for investment purposes and, except for the potential to acquire additional common shares or with respect to the Options, has no plans or proposals which relate to or would result in any action described in paragraphs (a) through (j) of Item 4 of Schedule 13D. This disclosure does not address any plans or proposals which the Reporting Person may have or develop, or of which he may be or become aware, solely in his capacity as a director of the Issuer.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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.