S-1 1 forms-1.htm S-1

As filed with the U.S. Securities and Exchange Commission on July 8, 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 JULY 8, 2025

Up to 6,825,938 Common Units

Each Common Unit consisting of One Common Share and One Warrant to Purchase One Common Share

Up to 6,825,938 Pre-Funded Units

Each Pre-Funded Unit consisting of One Pre-Funded Warrant and One Warrant to Purchase One Common Share

Up to 6,825,938 Common Shares included in the Common Units

Up to 6,825,938 Pre-Funded Warrants included in the Pre-Funded Units

Up to 6,825,938 Warrants

Up to 6,825,938 Common Shares Underlying the Pre-Funded Warrants

Up to 6,825,938 Common Shares Underlying the Warrants

Up to 341,296 Placement Agent Warrants to Purchase Common Shares

Up to 341,296 Common Shares Underlying the Placement Agent Warrants

BriaCell Therapeutics Corp.

We are offering on a best efforts basis (the “Offering”) up to 6,825,938 common units (each, a Common Unit”) , each Common Unit consisting of one common share, no par value per share, of BriaCell Therapeutics Corp. and one warrant to purchase one common share (the “BCTXZ Warrant”). The assumed public offering price for each Common Unit used throughout this prospectus is $2.93, which was the last reported sale price of our common shares on the Nasdaq Capital Market on July 2, 2025.

The Common Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. Each BCTXZ Warrant offered hereby is exercisable upon issuance at an exercise price of $5.25 per common share, and will expire on April 28, 2030.

We are also offering to each purchaser, 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 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, or the Pre-Funded Warrant, and one BCTXZ Warrant. Each Pre-Funded Warrant will be immediately exercisable for one common share and will not expire prior to exercise. The purchase price of each Pre-Funded Unit will equal the price per Common Unit being sold to the public in this Offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share. For each Pre-Funded Unit that we sell, the number of Common Units that we are offering will be decreased on a one-for-one basis.

The common shares and Pre-Funded Warrants can each be purchased in this Offering only with the accompanying BCTXZ Warrants that are part of a Common Unit or Pre-Funded Unit, respectively, but the components of the Common Units and Pre-Funded Units will be immediately separable and will be issued separately in this Offering. See “Description of Securities” in this prospectus for more information.

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

The Common Units, the Pre-Funded Units and the Pre-Funded Warrants will not be listed on the Nasdaq or the Toronto Stock Exchange (“TSX”) and are not expected to trade in any market. We are also registering the common shares issuable upon exercise of the BCTXZ Warrants, Pre-Funded Warrants and placement agent warrants pursuant to this prospectus.

We will deliver all securities to be issued in connection with this Offering delivery versus payment/receipt versus payment upon receipt by us of investor funds. We will have one closing for all the securities purchased in this Offering. Accordingly, neither we nor the placement agent (as defined below) have made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.

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, including the BCTXZ Warrants, are listed on Nasdaq under the symbols “BCTXW” and “BCTXZ”. On July 7, 2025, the last reported sale price of our common shares on Nasdaq was $2.89 per share, the last reported sale price of our BCTXW public warrants on Nasdaq was $0.0732 per warrant and the last reported sale price of our BCTXZ public warrants on Nasdaq was $1.0596 per warrant . The actual public offering price per Common Unit sold in this Offering will be determined between us and the placement agent 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. 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. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.

We have engaged ThinkEquity LLC, or the placement agent, to act as our exclusive placement agent in connection with this Offering. The placement agent has agreed to use its reasonable best-efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this Offering. Because there is no minimum Offering amount required as a condition to closing this Offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this Offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. We will bear all costs associated with the Offering. See “Plan of Distribution” on page 38 of this prospectus for more information regarding these arrangements.

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 23 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

Placement agent fees⁽¹⁾

Proceeds to us, before expenses⁽²⁾

(1)

We refer you to “Plan of Distribution” beginning on page 38 for additional information regarding placement agent compensation.

(2)

Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this Offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. For more information, see “Plan of Distribution.”

The delivery to purchasers of the securities in this Offering is expected to be made on or about , 2025.

ThinkEquity

The date of this prospectus is , 2025.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	20
SUMMARY FINANCIAL DATA	22
RISK FACTORS	23
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	26
USE OF PROCEEDS	27
CAPITALIZATION	28
DILUTION	29
DESCRIPTION OF SECURITIES	31
PLAN OF DISTRIBUTION	38
LEGAL MATTERS	46
EXPERTS	46
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	46
WHERE YOU CAN FIND MORE INFORMATION	46

ABOUT THIS PROSPECTUS

We have not, and the placement agent has 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 placement agent has 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 placement agent has 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.

Histology	All Patients (N)		Evaluable (N) Patients		Best ORR			Best CBR
All ADC Resistant		23		17		12% (2 / 17	)	53% (9 / 17	)
ER/PR + / HER2 low or -		8		8		13% (1 / 8	)	63% (5 / 8	)
HER2+		3		2		50% (1 / 2	)	100% (2 / 2	)
TNBC		12		7		0		29% (2 / 7	)

■	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.

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

Reference	Breast Cancer Type	Median # of prior lines of therapy			Median OS (months)
Bria-IMT™ plus CPI*	HR+		6			17.3
TRODELVY®¹	HR+		4			14.4
(sacituzumab govitecan-hziy)	Single agent chemotherapy		4			11.3

Bria-IMT™ plus CPI*	TNBC		6			11.4
TRODELVY®¹(sacituzumab govitecan-hziy)	TNBC		3	**		11.8
	Single agent chemotherapy		3	**		6.9

N = 54	Breast Cancer Types	Median Prior Lines of Therapy		Median (months)
Phase 3 formulation (without IFNγ)	61% HR+ 33% TNBC 6% HER2+		6		17.3* 13.9
Cortes et al. ¹	57% HR+ 18-19% TNBC 18-20% HER2+		4		9.1-9.3
Kazmi et al. ²	51-52% HR+ 25-29% TNBC 9-24% HER2+		2		7.2-9.8

Trial (Cohort)	Age (Median, Range)	Prior Therapies (Median)	Prior ADC/CPI (%)		CNS Mets	OS (Median, Months)		CBR (%)
TNBC Bria- IMT (Phase 3 Formulation)	62 (44-80)	6 (2-13)		20/19	4		11.4		45	%
ASCENT (SG)	54 (27-82)	4 (2-17)		27/None Listed	None Listed		11.8		40	%
ASCENT (TPC)	53 (27-81)	4 (2-14)		27/None Listed	None Listed		6.9		8	%

	●	As shown in table 3, both OS and CBR values for patients treated with Phase 3 formulation of the Bria-IMT regimen were higher than those reported in both arms of the TROPICS study.
	●	Favorable tolerability profile: Bria-IMT was well-tolerated with no treatment-related discontinuations. 22% of patients are still in active survival follow up with one patient remaining on study now for over 18 months.

	●	BriaCell’s most recent Phase 2 study cohort of 25 patients* achieved a 52% one-year survival rate (i.e. 52% of patients remained alive at least one year after starting on the study).
	●	11 of these patients remain alive as of most recent contact, including one patient at 38.3 months and another at 30.3 months (see Table 1).
	●	Survival rate exceeds the survival expectations with the current standard of care therapies in similar patient populations (see Table 2).
	●	Notably, many patients had very advanced metastatic breast cancer, having already failed multiple prior lines of therapy including CPIs and ADCs such as TRODELVY® - (sacituzumab govitecan-hziy) and ENHERTU® (fam-trastuzumab - deruxtecan-nxki).
	●	No treatment discontinuations attributed to Bria-IMT have been reported.

Patient	Months Survival	Age	Prior Regimens	Cycles of Bria-IMT
01-009	38.3	74	5	13
07-001	30.3	55	7; including ENHERTU	8
11-018	21.6	66	8	28
11-019	20.0	63	9; including TRODELVY	6
16-003	19.4	80	5; including ENHERTU	8

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

Common Units being offered		6,825,938 Common Units based on assumed public offering price of $2.93 per Common Unit. Each Common Unit will consist of one common share and one BCTXZ Warrant. The Common Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The common shares can each be purchased in this Offering only with the accompanying BCTXZ Warrants as part of Common Units, but the components of the Common Units will be immediately separable and will be issued separately in this Offering. A Common Unit will have an assumed public offering price of $2.93. This prospectus also relates to the offering of the common shares issuable upon exercise of the Pre-Funded Warrants and BCTXZ Warrants.

Pre-Funded Units offered by us		We are offering to any purchaser whose purchase of Common Units in this Offering would otherwise result in such 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 such purchasers so choose, Pre-Funded Units, each consisting of one Pre-Funded Warrant and one BCTXZ Warrant. The Pre-Funded Warrants, if any, can each be purchased in this Offering only with the accompanying BCTXZ Warrants as part of Pre-Funded Units, but the components of the Pre-Funded Units will be immediately separable and will be issued separately in this Offering. A Pre-Funded Unit will have an assumed public offering price of $2.929. Each Pre-Funded Warrant will be exercisable for one common share, will have an exercise price of $0.001 per share, will be immediately exercisable, and will not expire prior to exercise. For each Pre-Funded Unit that we sell, the number of Common Units that we are selling in the Offering will decrease on a one-for-one basis.

BCTXZ Warrants offered by us		6,825,938 BCTXZ Warrants. The BCTXZ Warrants offered as part of the Common Units and Pre-Funded Units are exercisable immediately, at an exercise price of $5.25. The BCTXZ Warrants expire on April 28, 2030.

Number of common shares outstanding immediately before this Offering		6,776,092 issued and outstanding as of July 8, 2025.

Number of common shares to be outstanding after this Offering⁽¹⁾		13,602,030 common shares, in each case, assuming no sales of Pre-Funded Units and no exercise of the BCTXZ Warrants being offered in this Offering. To the extent Pre-Funded Units are sold, it will reduce the number of Common Units that we are offering on a one-for-one basis.


Use of proceeds		If we sell all of the securities offered hereby, we estimate that the net proceeds of this Offering based upon an assumed public offering price of $2.93 per Common Unit, and after deducting placement agent fees and estimated offering expenses, will be approximately $18.04 million, assuming no exercise of the BCTXZ Warrants. However, because this Offering is being made on a best-efforts basis, and there is no minimum offering amount required as a condition to the closing of this Offering, we may sell fewer than all of the securities offered hereby and may receive significantly less in net proceeds from this Offering. 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” and the BCTXZ Warrants are listed under the symbol “BCTXZ”. 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. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.

Risk Factors		Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 23 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.

●	4,819,884 common shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $16.81;
●	132,762 common shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $89.70;
●	62,946 common shares issuable upon the conversion of outstanding restricted share units, at a weighted average exercise price of $0.01;
●	Up to 6,825,938 common shares issuable upon exercise of the BCTXZ Warrants; and
●	Up to 341,296 common shares issuable upon exercise of the placement agent warrants.

	Nine months ended April 30,						Year ended July 31,
	2025 (Unaudited)			2024 (Unaudited)			2024			2023
Operating Expenses:
Research, development, and clinical trial expenses	$	14,160,314		$	22,772,344		$	27,177,807		$	15,336,638
General and administrative expenses		4,490,216			4,789,778			6,152,269			7,935,626
Total operating expenses		18,650,530			27,562,122			33,330,076			23,272,264

Operating loss		(18,650,530	)		(27,562,122	)		(33,330,076	)		(23,272,264	)
Financial expenses, net		69,310			274,665			262,566			850,340
Change in fair value of the warrant liability		366,024			23,660,003			28,242,472			2,119,530
Share of loss on equity investment		(176,837	)		(55,342	)		(106,510	)		-
Net loss	$	(18,392,033	)	$	(3,682,796	)	$	(4,931,548	)		(20,302,394	)
Net loss attributable to non-controlling interest		(171,536	)		(105,495	)		(140,082	)		-
Net loss and Comprehensive loss for the period attributable to BriaCell		(18,220,497	)		(3,577,301	)		(4,791,466	)		(20,302,394	)
Net loss per share attributable to BriaCell – basic and diluted	$	(6.70	)	$	(3.36	)	$	(4.35	)	$	(19.50	)
Weighted average number of shares used in computing net basic and diluted loss per share of common stock		2,717,927			1,065,448			1,096,995			1,041,312

	April 30, 2025
	Unaudited, Actual		Unaudited, As Adjusted (1)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	12,460,253	$	30,497,113
Amounts receivable and prepaid expenses		2,324,945		2,324,945
Total current assets		14,785,198		32,821,958

NON-CURRENT ASSETS:
Equity investment in BC Therapeutics		496,653		496,653
Intangible assets, net		188,343		188,343
Property and equipment, net		319,658		319,658
Long term prepaid expenses		1,211,946		1,211,946
Total non-current assets		2,216,600		2,216,600

Total assets	$	17,001,798	$	35,038,558

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Trade payables	$	3,279,204	$	3,279,204
Accrued expenses and other payables		1,051,429		1,051,429
Total current liabilities		4,330,633		4,330,633

NON-CURRENT LIABILITIES:
Warrant liability		730,012		730,012
Total non-current liabilities	$	730,012	$	730,012

Total shareholders’ equity		11,941,153		29,977,913

Total liabilities and shareholders’ equity	$	17,001,798	$	35,038,558

●	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.

	As of April 30, 2025
	Unaudited,			Unaudited,
	Actual			As adjusted

Cash and Cash Equivalents	$	12,460,253		$	30,497,013

Stockholders’ Equity
Common shares, no par value per share, unlimited shares authorized, 6,558,092 shares outstanding as of April 30, 2025; 13,602,030 shares outstanding on a as adjusted basis;		94,022,525			104,516,816
Share-based payment reserve		10,316,140			10,316,140
Warrant reserve		11,879,424			19,421,893
Accumulated other comprehensive loss		(138,684	)		(138,684	)
Non-controlling Interest		(474,058	)		(474,058	)
Accumulated Deficit		(103,664,194	)		(103,664,194	)
Total stockholders’ equity		11,941,153			29,977,913
Total capitalization	$	11,941,153		$	29,977,913

●	218,000 common shares issuable upon the exercise of outstanding pre-funded warrants, at a weighted average exercise price of $0.0001;
●	4,819,884 common shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $16.81;
●	132,762 common shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $89.70; 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	$	2.93
Actual Net tangible book value per share before this Offering⁽¹⁾	$	1.73
Increase (decrease) in net tangible book value per share attributable to new investors⁽²⁾	$	0.46
As adjusted net tangible book value per share after this Offering⁽³⁾	$	2.19
Immediate dilution in as adjusted net tangible book value per share to new investors	$	0.74

(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 (6,558,092) and pre-funded warrants (218,000) issued and outstanding prior to the Offering.
(2)	Represents the difference between (i) as adjusted, net tangible book value per share after this Offering and (ii) net tangible book value per share as of April 30, 2025.
(3)	Determined by dividing (i) as adjusted, net tangible book value, which is our as adjusted 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.

●	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.

●	to Italian qualified investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and

●	in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.

●	Any offer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

●	made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and

●	in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

●	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, January 31, 2025 , and April 30, 2025 filed with the SEC on December 16, 2024, March 12, 2025, and June 16, 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, February 13, 2025 and April 28, 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, our Form 8-A12B, filed with the SEC on April 24, 2025, including any subsequent amendments or reports filed for the purpose of updating such descriptions.

SEC Form S-1 filed by BriaCell Therapeutics Corp.