BriaCell Therapeutics Corp.

S-11 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)

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:

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.

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.

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.

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.

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