BriaCell Therapeutics Corp美股招股说明书(2025-07-16版)

Purchase One Common Share 10,775,000 Common Shares included in the Common Units1,225,000 Pre-Funded Warrants included in the Pre-Funded Units12,000,000 Warrants 1,225,000 Common Shares Underlying the Pre-Funded Warrants12,000,000 Common Shares Underlying the Warrants BriaCell Therapeutics Corp. We are also offering to each purchaser, if any, whose purchase of Common Units in this Offering would otherwise result in the purchaser, togetherwith its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstandingcommon shares immediately following consummation of this Offering, the opportunity to purchase, if the purchaser so chooses, 1,225,000 pre- 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 thisOffering, minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share.The common shares and Pre-Funded Warrants can each be purchased in this Offering only with the accompanying 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 andwill be issued separately in this Offering. See “Description of Securities” in this prospectus for more information. The Common Units, the Pre-Funded Units, the Warrants 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 Warrants and Pre-Funded 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 ofinvestor funds. We will have one closing for all the securities purchased in this Offering. Accordingly, neither we nor the placement agent (as definedbelow) have made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor Our common shares are listed on Nasdaq and the Toronto Stock Exchange (“TSX”) under the symbols “BCTX” and “BCT”, respectively, and ourpublic warrants are listed on Nasdaq under the symbols “BCTXW” and “BCTXZ”. On July 14, 2025, the last reported sale price of our common public company reporting requirements for this prospectus and future filings. See “Prospectus Summary - Implications of Being an Emerging GrowthCompany 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 page24 of this prospectus before purchasing our securities. Neither the Securities and Exchange Commission nor any state securities commissionhas approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is 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 ofCanada 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 ofCanada. This prospectus has not been filed in respect of, and will not qualify, any distribution of these securities in any province or territory of Public offering price$1.25$1.249$14,998,775Placement agent fees(1)$0.09375$0.09375$1,125,000Proceeds to us, before expenses(2)$1.15625$1.15525$13,873,775 (1)We refer you to “Plan of Distribution” beginning on page 39 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 publicoffering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the totalmaximum 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 July 16, 2025. The date of this prospectus is July 15, 2025. DESCRIPTION OF SECURITIESPLAN OF DISTRIBUTION INCORPORATION OF CERTAIN INFORMATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION 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 thereliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only undercircumstances and in jurisdictions where offers and sales are permitted. You should not assume that the information contained in this prospectus orany applicable prospectus supplement is accurate on any date subsequent to the date set forth on the front cover of the docum