S-1 1 forms-1.htm

As filed with the Securities and Exchange Commission on April 22, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BRIACELL THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

British Columbia

2834

47-1099599

(State or other jurisdiction of

incorporation or organization)

(Primary standard industrial

classification code number)

(I.R.S. employer

identification number)

Suite 300 - 235 15th Street

West Vancouver, BC V7T 2X1

(604) 921-1810

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. William V. Williams

Chief Executive Officer

Suite 300 - 235 15th Street

West Vancouver, BC V7T 2X1, Canada

(604) 921-1810

(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 Carmel LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

Telephone: (212) 930-9700

Virgil Hlus, Esq.

Andrew Stewart, Esq.

Cozen O’Connor LLP

Bentall 5, 550 Burrard Street, Suite 2501

Vancouver, BC V6C 2B5, Canada

Telephone: (604) 674-9170

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐

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.

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 pursuant 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 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.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities 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 it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED APRIL 22, 2025

Up to 2,331,002 Common Units, Each Consisting of a Common Share and a Warrant to Purchase One Common Share

Up to 2,331,002 Pre-funded Units, Each Consisting of a Pre-funded Warrant to Purchase One Common Share and a Warrant to Purchase One Common Share

BriaCell Therapeutics Corp.

This is a firm commitment public offering (the “Offering”) of up to an aggregate 2,331,002 common units (each, a “Common Unit”) of BriaCell Therapeutics Corp. Each Common Unit consists of one common share, no par value per share (a “common share”), and one warrant (each a “Warrant”). Each Warrant will entitle the holder to purchase one common share at an exercise price of $5.3625, equal to 125% of the assumed public offering price of one Common Unit of $4.29 per Common Unit (which is the last reported sales price of our common shares on the Nasdaq Capital Market (“Nasdaq”) on April 17, 2025). Each Warrant will expire five years from date of issuance.

We are also offering to those purchasers, if any, whose purchase of Common Units in this Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common shares immediately following the consummation of this Offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (each a “Pre-funded Unit”) in lieu of Common Units. Each Pre-funded Unit will consist of one pre-funded warrant to purchase one common share at an exercise price of $0.001 per share (each a “Pre-funded Warrant”) and one Warrant. The purchase price of each Pre-funded Unit is equal to the price per Common Unit being sold to the public in this Offering, minus $0.001. The Pre-funded Warrants will be immediately exercisable and may be exercised at any time and are subject to the Warrant Exercise Limitation.

For each Pre-funded Unit we sell, the number of Common Units we are offering will be decreased on a one-for-one basis. Common Units and Pre-funded Units will not be certificated. The common shares included in the Common Units or Pre-funded Units and the Warrants included in the Common Units or the Pre-funded Units, can only be purchased together in this Offering, but the securities contained in the Common Units and Pre-funded Units are immediately separable and will be issued separately.

The Offering also includes the common shares issuable from time to time upon exercise of the Pre-funded Warrants and Warrants.

You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information” carefully before you invest in any of our securities.

Our common shares are listed on Nasdaq and the Toronto Stock Exchange (“TSX”) under the symbols “BCTX” and “BCT”, respectively, and our public warrants are listed on Nasdaq under the symbol “BCTXW”. On April 21, 2025, the last reported sale price of our common shares on Nasdaq was $4.19 per share and the last reported sale price of our public warrants on Nasdaq was $0.0899 per warrant. The actual public offering price per Common Unit sold in this Offering will be determined between us and the representative of the underwriters based on market conditions at the time of pricing and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. The securities in this Offering will be offered at a fixed price and are expected to be issued in a single closing. We have applied to list the Warrants on Nasdaq under the symbol “BCTXZ”. No assurance can be given that a trading market will develop for the Warrants. There is no established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system.

We are an “emerging growth company,” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary - Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risk factors beginning on page 16 of this prospectus before purchasing our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities offered by this prospectus have not been and will not be qualified for sale under the securities laws of any province or territory of Canada or to any resident of Canada and may not be offered or sold, directly or indirectly, in Canada, or to or for the account of any resident of Canada. This prospectus has not been filed in respect of, and will not qualify, any distribution of these securities in any province or territory of Canada.

Per

Common Unit

Per

Pre-funded Unit

Total

Public offering price

Underwriting discounts⁽¹⁾

Proceeds to us, before expenses

(1)	We refer you to “Underwriting” beginning on page 30 for additional information regarding underwriters’ compensation.

We have granted a 45-day option to the representative to purchase from us, at the public offering price, less the underwriting discounts, up to 349,650 additional common shares and/or Pre-funded Warrants and/or up to 349,650 additional Warrants, solely to cover over-allotments, if any.

The underwriters expect to deliver the securities sold in this Offering to the purchasers on or about , 2025.

ThinkEquity

The date of this prospectus is , 2025.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	14
SUMMARY FINANCIAL DATA	15
RISK FACTORS	16
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	19
USE OF PROCEEDS	20
CAPITALIZATION	21
DILUTION	22
DESCRIPTION OF SECURITIES	24
UNDERWRITING	30
LEGAL MATTERS	39
EXPERTS	39
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	39
WHERE YOU CAN FIND MORE INFORMATION	39

ABOUT THIS PROSPECTUS

We have not, and the underwriters have not, authorized anyone to provide any information to you or to make any representations other than those contained in, or incorporated by reference into, this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where offers and sales are permitted. You should not assume that the information contained in this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date set forth on the front cover of the document or that any information that we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any applicable prospectus supplement is delivered, or securities are sold, on a later date. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this Offering. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the applicable prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any prospectus supplement and any post-effective amendment together with the additional information described under the heading “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

Neither we nor the underwriters have taken any action to permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this Offering or possession or distribution of this prospectus or any applicable free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus and any applicable free writing prospectus must inform themselves, and observe any restrictions relating to, the Offering and the distribution of this prospectus outside the United States.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

●	Clinical efficacy: PFS is similar or better than that of the last regimen in 48% (11/23) of the patients suggesting Bria-IMT™ effectiveness in these patients. Additionally, a clinical benefit rate (CBR), defined as percentage of patients whose disease shrinks or remains stable over a certain time, of 56% is observed in evaluable patients further suggesting clinical benefit.
●	Subset specific clinical benefits: Study data to date suggests clinical benefit for multiple breast cancer subtypes including HR+/HER2- (the most common breast cancer subtype, testing positive for estrogen and/or progesterone receptors and negative for human epidermal growth factor receptor 2 or HER2) with a CBR following treatment, of 63% (5 of 8 patients); HER2+ subtype (a positive test for HER2) with a 100% CBR (2 of 2 patients) and HR-/HER2 low subtype (a negative test for estrogen and/or progesterone receptor and a negative test for HER2) showing a CBR of 66% (2 of 3 patients).
●	Safety profile: There are no incidents of interstitial lung disease - a well-documented serious adverse event associated with ADCs, - in either ADC naïve or ADC treated patients, and no treatment-related discontinuations of Bria-IMT™.

●	Bria-OTS+™ activate key components of the innate immune system which serves as the body’s first line of defense against cancer
●	Bria-OTS+™ engage multiple facets of the adaptive immune response. This may result in lasting anti-cancer effects in patients
●	Specifically activates Natural Killer (NK) cells to counter cancer immune escape caused by the loss of human leukocyte antigens (HLA)
●	Designed for personalized and ready-to-use therapy with long term stability

Study	Prior Lines of Therapy (median, range)	PFS (months)		ORR (%)			CBR (%)
BriaCell’s Phase 2 patients who received pivotal Phase 3 study formulation	6 (2-13)		3.9		9.5	*		55	*
BriaCell’s ADC Resistant Phase 2 patients who received pivotal Phase 3 study formulation	6 (3-13)		4.1		12	**		53	**
Bardia, A. et. al. ¹	4 (2-14)		1.7		4			8
Tripathy D. et. al. ²	≥4 in 91%		1.9		3			10
O’Shaughnessy J. et. al. non-TNBC ³	5 (2-14)		2.3		4			7
O’Shaughnessy J. et. al. TNBC ³	4 (2-10)		1.6		5			10

●	In evaluable patients, the objective response rate (ORR) was 12% and clinical benefit rate (CBR) was 53% which suggests clinical benefit compared with similar patients in the literature (see Table 1 above).
●	Median PFS of 4.1 months with the Phase 3 formulation was ~twice that seen of patients in similar studies - 1.7¹ and 2.2³months - who received TPC. The PFS results suggest clinical efficacy given the larger number of prior treatments (median of 6) in Bria-IMT™ patients vs those of the other studies (median of 4).
●	Subset specific clinical benefits: Study data to date suggests clinical benefit for multiple breast cancer subtypes including HR+/HER2- (the most common breast cancer subtype, testing positive for estrogen and/or progesterone receptors and negative for human epidermal growth factor receptor 2 or HER2) with a CBR following treatment, of 63% (5 of 8 patients); HER2+ subtype (a positive test for HER2) with a 100% CBR (2 of 2 patients) and HR-/HER2 low subtype (a negative test for estrogen and/or progesterone receptor and a negative test for HER2) showing a CBR of 66% (2 of 3 patients). See Table 2.

■	Tumor reductions (≥30% reduction in the sum of diameters) were observed in heavily pretreated patients highlighting potential clinical benefit of Bria-IMT™ in managing CNS metastases
■	This is a pre-planned subgroup analysis in the pivotal Phase 3 study of Bria-IMT™ providing another opportunity for approval

1.	Bardia A, et al. Final Results From the Randomized Phase III ASCENT Clinical Trial in Metastatic Triple-Negative Breast Cancer and Association of Outcomes by Human Epidermal Growth Factor Receptor 2 and Trophoblast Cell Surface Antigen 2 Expression. J Clin Oncol. 2024 May 20;42(15):1738-1744. doi: 10.1200/JCO.23.01409. Epub 2024 Feb 29. PMID: 38422473.
2.	Tripathy D, et al. Treatment with etirinotecan pegol for patients with metastatic breast cancer and brain metastases: final results from the Phase III ATTAIN randomized clinical trial. JAMA Oncol. 2022;8(7):1047-1052. doi:10.1001/jamaoncol.2022.0514.
3.	O’Shaughnessy J et al. Analysis of patients without and with an initial triple-negative breast cancer diagnosis in the Phase III randomized ASCENT study of sacituzumab govitecan in metastatic triple-negative breast cancer. Breast Cancer Res Treat. 2022 Sep;195(2):127-139. doi: 10.1007/s10549-022-06602-7. Epub 2022 May 11. PMID: 35545724; PMCID: PMC9374646.

Reference	Breast Cancer Type	Median prior lines of therapy	Median OS (months)	Percent Survival at 1 year
Bria-IMT™ plus CPI	All types 61% HR+ 33% TNBC 6% HER2+	6	13.4* 15.6**	55%
Cortes et al.¹	All types 57% HR+ 18-19% TNBC 18-20% HER2+	4	9.1-9.3	~38-40%
Kazmi et al.²	All types 51-52% HR+ 25-29% TNBC 9-24% HER2+	2	7.2-9.8	30-38%
Bardia et al. (TPC arm)³	TNBC	2-3	6.9	~23%
Rugo et al (TPC arm)⁴	HR+ HER2-	2	11.2	47%

	1.	Cortes J, et al. Annals of Oncology 2018
	2.	Kazmi S, et al. Breast Cancer Res Treat. 2020
	3.	Bardia A, et al. J Clin Oncol. 2024
	4.	Rugo HS, et al. The Lancet. 2023

Common Units offered by us		Up to 2,331,002 Common Units, each Common Unit consisting of one common share and one Warrant, with each Warrant exercisable for one common share. The Warrants offered as part of the Common Units are exercisable immediately, at an exercise price of $5.3625, equal to 125% of the assumed public offering price of $4.29 per Common Unit (which is the last reported sale price of our common shares on Nasdaq on April 17, 2025). The Warrants expire five years from the date of issuance. The securities contained in the Common Units are immediately separable and will be issued separately in this Offering. This prospectus also relates to the offering of the common shares issuable upon exercise of the Warrants.

Pre-funded Units offered by us		We are also offering to those purchasers, if any, whose purchase of Common Units in this Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common shares immediately following the consummation of this Offering, the opportunity to purchase, if the purchaser so chooses, Pre-funded Units in lieu of Common Units.

		Each Pre-funded Unit will consist of a Pre-funded Warrant to purchase one common share at an exercise price of $0.001, per share and one Warrant. The purchase price of each Pre-funded Unit is equal to the price per Common Unit being sold to the public in this Offering, minus $0.001. The Pre-funded Warrants will be immediately exercisable and may be exercised at any time. For each Pre-funded Unit we sell, the number of Common Units we are offering will be decreased on a one-for-one basis.

		Because we will issue one Warrant as part of each Common Unit or Pre-funded Unit, the number of Warrants sold in this Offering will not change.
		This Prospectus also relates to the offering of the common shares issuable upon exercise of the Pre-funded Warrants.

Number of common shares outstanding immediately before this Offering		3,709,440 issued and outstanding as of April 17, 2025.

Number of common shares to be outstanding after this Offering⁽¹⁾		6,040,442 shares (or 6,390,092 shares if the representative exercises its option to purchase additional shares in full) based on an assumed public offering price of $4.29 per share (which is the last reported sale price of our common shares on Nasdaq on April 17, 2025) and assumes no sale of Pre-funded Units, which, if sold, would reduce the number of common shares that we are offering on a one-for-one basis.

Option to purchase additional shares and Pre-funded Warrants		We have granted a 45-day option to the representative to purchase from us, at the public offering price, less the underwriting discounts and commissions, up to 349,650 additional common shares and/or Pre-funded Warrants and/or up to 349,650 additional Warrants solely to cover over-allotments, if any.

		The over-allotment option purchase price to be paid per additional common share or Pre-funded Warrant by the underwriter shall be equal to the public offering price of one Common Unit or one Pre-funded Unit (less allocated to the Warrants), as applicable, less the underwriting discount and the purchase price to be paid per additional Warrant will be less the underwriting discount.

Use of proceeds		We expect to receive net proceeds, after deducting the underwriting discounts and commissions and estimated expenses payable by us, of approximately $8.84 million (or approximately $10.22 million if the representative exercises its option to purchase additional shares in full). We currently intend to use the net proceeds from this Offering to fund working capital requirements, general corporate purposes and the advancement of business objectives. See “Use of Proceeds”.

Trading		Our common shares are listed on Nasdaq under the symbol “BCTX”. We have applied to list the Warrants on Nasdaq under the symbol “BCTXZ”. No assurance can be given that a trading market will develop for the Warrants. There is no established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system.

Risk Factors		Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 16 of this prospectus, and the other information included, or incorporated by reference, in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our securities.

	●	1,599,885 common shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $40.02;
	●	132,762 common shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $89.28;
	●	62,946 common shares issuable upon the conversion of outstanding restricted share units, at a weighted average exercise price of $0.01; and
	●	up to 2,331,002 common shares issuable upon exercise of the Warrants (2,680,652 common shares if the representative exercises its option to purchase additional shares in full.

	Six months ended January 31,						Year ended July 31,
	2025 (Unaudited)			2024 (Unaudited)			2024			2023
Operating Expenses:
Research, development, and clinical trial expenses	$	9,350,118		$	15,114,712		$	27,177,807		$	15,336,638
General and administrative expenses		2,972,157			3,217,762			6,152,269			7,935,626
Total operating expenses		12,322,275			18,332,474			33,330,076			23,272,264

Operating loss		(12,322,275	)		(18,332,474	)		(33,330,076	)		(23,272,264	)
Financial expenses, net		79,072			261,450			262,566			850,340
Change in fair value of the warrant liability		190,198			12,714,331			28,242,472			2,119,530
Share of loss on equity investment		(114,099	)		(18,345	)		(106,510	)		-
Net loss	$	(12,167,104	)	$	(5,375,038	)	$	(4,931,548	)		(20,302,394	)
Net loss attributable to non-controlling interest		(73,509	)		(81,978	)		(140,082	)		-
Net loss and Comprehensive loss for the period attributable to BriaCell		(12,093,595	)		(5,293,060	)		(4,791,466	)		(20,302,394	)
Net loss per share attributable to BriaCell – basic and diluted	$	(5.44	)	$	(5.04	)	$	(4.35	)	$	(19.50	)
Weighted average number of shares used in computing net basic and diluted loss per share of common stock		2,224,979			1,065,448			1,096,995			1,041,312

	January 31, 2025
	Unaudited, Actual		Unaudited, As Adjusted (1)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	5,013,654	$	16,245,904
Amounts receivable and prepaid expenses		2,148,919		2,148,919
Total current assets		7,162,573		18,394,823

NON-CURRENT ASSETS:
Investments		-		-
Equity investment in BC Therapeutics		454,391		454,391
Intangible assets, net		192,160		192,160
Property and equipment, net		342,497		342,497
Long term prepaid expenses		1,211,946		1,211,946
Total non-current assets		2,200,994		2,200,994

Total assets	$	9,363,567	$	20,595,817

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Trade payables	$	5,003,239	$	5,003,239
Accrued expenses and other payables		227,599		227,599
Total current liabilities		5,230,838		5,230,838

NON-CURRENT LIABILITIES:
Warrant liability		905,838		905,838
Total non-current liabilities	$	905,838	$	905,838

Total shareholders’ equity		3,226,891		14,459,141

Total liabilities and shareholders’ equity	$	9,363,567	$	20,595,817

	●	the liquidity of our common shares;
	●	the market price of our common shares;
	●	our ability to obtain financing for the continuation of our operations;
	●	the number of investors that will consider investing in our common shares;
	●	the number of market makers in our common shares;
	●	the availability of information concerning the trading prices and volume of our common shares; and
	●	the number of broker-dealers willing to execute trades in our common shares.

	●	on an actual basis;
	●	on a pro forma basis to reflect (i) the issuance of 762,500 common shares and 38,125 placement agent warrants to purchase 38,125 common shares in the February 2025 Offering; and
	●	on a pro forma, as adjusted basis to reflect the issuance and sale by us of 2,331,002 Common Units in this Offering at the assumed public offering price of $4.29 per Common Unit (which is the last reported sale price of our common shares on Nasdaq on April 17, 2025) and assuming no exercise of the representative’s over-allotment option and no sale of Pre-funded Units, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	As of January 31, 2025
	Unaudited,			Unaudited,			Unaudited, Pro Forma As
	Actual			Pro Forma			Adjusted

Cash and Cash Equivalents	$	5,013,654		$	7,410,404		$	16,245,904


Stockholders’ Equity
Common shares, no par value per share, unlimited shares authorized, 2,946,940 shares outstanding as of January 31, 2025; 3,709,440 shares outstanding on a pro forma basis; 6,040,442 shares outstanding on a pro forma, as adjusted basis)		85,451,119			87,691,739			92,712,432
Share-based payment reserve		10,091,325			10,091,325			10,091,325
Warrant reserve		5,736,454			5,892,584			9,707,391
Accumulated other comprehensive loss		(138,684	)		(138,684	)		(138,684	)
Non-controlling Interest		(376,031	)		(376,031	)		(376,031	)
Accumulated Deficit		(97,537,292	)		(97,537,292	)		(97,537,292	)
Total stockholders’ (deficit) equity		3,226,891			5,623,641			14,459,141
Total capitalization	$	3,226,891		$	5,623,641		$	14,459,141

●	1,561,760 common shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $40.88;
●	145,429 common shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $89.28; and
●	62,946 common shares issuable upon the exercise of outstanding restricted share units, at a weighted average exercise price of $0.01.

Assumed offering price per share			$	4.29
Actual Net tangible book value per share before this Offering⁽¹⁾	$	1.03
Pro forma adjustments⁽²⁾		0.43
Pro forma net tangible book value per share	$	1.46

Increase in net tangible book value per share attributable to new investors⁽³⁾	$			1.33
Pro forma net tangible book value per share after this Offering⁽⁴⁾			$	2.36
Immediate dilution in net tangible book value per share to new investors			$	1.93

(1)	Determined by dividing (i) net tangible book value (total assets less intangible assets) less total liabilities by (ii) the total number of common shares issued and outstanding prior to the Offering.
(2)	Reflects the impact of (i) the issuance of 762,500 common shares and 38,125 placement agent warrants to purchase 38,125 common shares in the February 2025 Offering.
(3)	Represents the difference between (i) pro forma, as adjusted net tangible book value per share after this Offering and (ii) net tangible book value per share as of January 31, 2025.
(4)	Determined by dividing (i) pro forma, as adjusted net tangible book value, which is our pro forma net tangible book value plus the cash proceeds of this Offering, after deducting the estimated offering expenses payable by us, by (ii) the total number of common shares to be outstanding following this Offering.

	(a)	except as exempted by the BCBCA, a duly signed proper instrument of transfer in respect of the share has been received by the Company;
	(b)	if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and
	(c)	if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

	(a)	the import or export of capital, including the availability of cash and cash equivalents for use by the Company’s group; and

	(b)	the remittance of dividends, interest or other payments to nonresident holders of the Company’s securities.

Underwriter	Number of Common Units	Number of Pre-funded Units
ThinkEquity LLC
Total:

	●	to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	●	to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);
	●	to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or
	●	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

●	our Annual Report on Form 10-K for the fiscal year ended July 31, 2024, filed with the SEC on October 29, 2024;
●	our Quarterly Reports on Form 10-Q for the quarters ended October 31, 2024 and January 31, 2025, filed with the SEC on December 16, 2024 and March 12, 2025, respectively;
●	our Current Reports on Form 8-K filed with the SEC on August 23, 2024, September 11, 2024, September 12, 2024, October 1, 2024, October 2, 2024, November 25, 2024, December 13, 2024, January 3, 2025, January 3, 2025, January 28, 2025, February 5, 2025, February 6, 2025 and February 13, 2025;
●	our Definitive Proxy Statement on Schedule 14A filed with the SEC on December 17, 2024; and
●	our Form 8-A12B, filed with the SEC on February 23, 2021, including any subsequent amendments or reports filed for the purpose of updating such description.

SEC registration fee	$	4,071
FINRA fees	$	2,000
Accounting fees and expenses	$	20,000
Legal fees and expenses	$	150,000
Miscellaneous	$	5,000
Total	$	181,071

1.1*#		Form of Underwriting Agreement by and between BriaCell Therapeutics Corp. and ThinkEquity LLC

3.1		Articles of BriaCell Therapeutics Corp., dated July 26, 2006 (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

3.2		Notice of Articles, dated November 25, 2014 (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

3.3		Notice of Articles, dated August 22, 2019 (incorporated by reference to Exhibit 3.4 to our Registration Statement on Form F-1 filed with the SEC on June 15, 2021)

3.4		Alteration to Articles filed February 13, 2023 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on February 15, 2023)

3.5		Notice of Articles filed August 31, 2023 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on September 7, 2023)

3.6		Notice of Articles filed August 31, 2023 (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on September 7, 2023)

4.1		Warrant Agent Agreement by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., and Form of Warrant for Registered Offering (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 filed with the SEC on January 23, 2020)

4.2		Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form F-1 filed with the SEC on February 18, 2021)

4.3		Form of Warrant issued May 17, 2024 (incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on May 17, 2024)

4.4		Form of Warrant issued June 7, 2021 (incorporated by reference to Exhibit 4.8 to our Registration Statement on Form F-1 filed with the SEC on June 15, 2021)

4.5		Form of Placement Agent Warrant issued June 7, 2021 (incorporated by reference to Exhibit 4.3 to Form 6-K filed with the SEC on June 4, 2021)

4.6		Form of Pre-funded Warrant issued May 17, 2024 (incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on May 17, 2024)

4.7		Form of Placement Agent Warrant issued May 17, 2024 (incorporated by reference to Exhibit 4.3 to Form 8-K filed with the SEC on May 17, 2024)

4.8		Form of Placement Agent Warrant issued September 12, 2024 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on September 12, 2024)

4.9		Form of Warrant issued October 2, 2024 (incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on October 2, 2024)

4.10		Form of Placement Agent Warrant issued October 2, 2024 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on September 12, 2024)

4.11		Form of Warrant issued December 13, 2024 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on December 13, 2024)

4.12		Form of Representative’s Warrant issued December 13, 2024 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on December 13, 2024)

4.13		Form of Placement Agent Warrant issued February 5, 2025 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on February 5, 2025)

4.14*		Form of Pre-funded Warrant

4.15*		Form of Warrant

4.16*		Form of Representative’s Warrant

5.1*		Opinion of Bennett Jones LLP

5.2*		Opinion of Sichenzia Ross Ference Carmel LLP

10.1		Stock Option Plan, dated November 25, 2014 (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.2		Service Agreement with UC Davis, dated June 11, 2015 (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.3		Amendment #1 to Service Agreement with UC Davis, dated June 12, 2016 (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.4		Licensing Agreement between Faller & Williams Technology LLC and Sapientia Pharmaceuticals, Inc., dated March 16, 2017 (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.5		Amendment #1 to Services Agreement with Colorado State University, dated March February 1, 2019 (incorporated by reference to Exhibit 10.20 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.6		Clinical Study Agreement with Cancer Insight, LLC, dated September 29, 2017 (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.7		Amendment #2 to Service Agreement with UC Davis, dated August 27, 2018 (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.8		Master Services Agreement, dated February 27, 2020 (incorporated by reference to Exhibit 10.16 to Form 10-K filed with the SEC on October 25, 2023)

10.9		First Supplement to Clinical Study Agreement with Cancer Insight, LLC, dated October 18, 2018 (incorporated by reference to Exhibit 10.19 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.10		Amendment #1 to Services Agreement with Colorado State University, dated April 2, 2019 (incorporated by reference to Exhibit 10.20 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.11		Stem Cell Program Services Agreement with UC Davis, May 3, 2019 (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.12		HLA Typing Services Agreement with Histogenetics, dated October 3, 2019 (incorporated by reference to Exhibit 10.23 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.13		Procurement Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019 (incorporated by reference to Exhibit 10.24 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.14		Clinical Supply Services Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019 (incorporated by reference to Exhibit 10.25 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.15		Quality Agreement with Catalent Pharma Solutions, LLC, dated June 25, 2019 (incorporated by reference to Exhibit 10.26 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

10.16		Cooperative Research and Development Agreement, dated October 28, 2020 (incorporated by reference to Exhibit 10.44 to our Registration Statement on Form F-1 filed with the SEC on June 15, 2021)

10.17		Form of Securities Purchase Agreement dated June 3, 2021 (incorporated by reference to Exhibit 10.1 to Form 6-K filed with the SEC on June 4, 2021)

10.18+		Compensation Agreement with Dr. William V. Williams, dated August 31, 2021 (incorporated by reference to Exhibit 10.22 to Form 10-K filed with the SEC on October 25, 2023)

10.19+		Compensation Agreement with Dr. William V. Williams, dated June 21, 2022 (incorporated by reference to Exhibit 10.23 to Form 10-K filed with the SEC on October 25, 2023)

10.20+		Employment Agreement with Giuseppe Del Priore, dated February 14, 2022 (incorporated by reference to Exhibit 10.24 to Form 10-K filed with the SEC on October 25, 2023)

10.21+		Employment Agreement with Gadi Levin, dated March 2, 2022 (incorporated by reference to Exhibit 10.25 to Form 10-K filed with the SEC on October 25, 2023)

10.22+		Employment Agreement with Miguel Lopez-Lago, dated May 26, 2022 (incorporated by reference to Exhibit 10.26 to Form 10-K filed with the SEC on October 25, 2023)

10.23		Exclusive License Agreement (incorporated by reference to Exhibit 10.27 to Form 10-K filed with the SEC on October 25, 2023)

10.24		Omnibus Equity Incentive Plan (incorporated by reference from Schedule I to the Proxy Statement for BriaCell Therapeutics Corp. 2023 Annual and Special Meeting of Shareholders, filed with the SEC on January 17, 2023).

10.25		Master Service and Technology Agreement dated May 9, 2023 (incorporated by reference to Exhibit 10.29 to Form 10-K filed with the SEC on October 25, 2023)

10.26		Stock Purchase Agreement dated May 12, 2023 (incorporated by reference to Exhibit 10.30 to Form 10-K filed with the SEC on October 25, 2023)

10.27		Arrangement Agreement dated May 24, 2023 (incorporated by reference to Exhibit 10.31 to Form 10-K filed with the SEC on October 25, 2023)

10.28		Placement Agency Agreement, dated May 14, 2024, by and between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on May 17, 2024)

10.29		Placement Agency Agreement, dated September 11, 2024, by and between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on September 12, 2024)

10.30		Placement Agency Agreement, dated October 1, 2024, by and between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on October 2, 2024)

10.31		Underwriting Agreement, dated December 11, 2024, between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 1.1 to our Form 8-K filed with the SEC on December 13, 2024)***

10.32		Placement Agency Agreement, dated February 3, 2025, between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on February 5, 2025)

10.33*		Form of Warrant Agent Agreement

21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed with the SEC on October 29, 2024)

23.1*		Consent of MNP LLP

23.2*		Consent of Bennett Jones LLP (included in Exhibit 5.1)

23.3*		Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.2)

24.1*		Power of Attorney

107*		Filing Fee Table

+		Indicates a management contract or compensatory plan or arrangement.
*		Filed herewith.
#		Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC or its staff upon request.

SEC Form S-1 filed by BriaCell Therapeutics Corp.