BriaCell Therapeutics Corp 2024年度报告

Form10-K (Mark One) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 reportingcompany☒Emerging growthcompany☒ 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 standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates based on a closing sale price of $50.20 per share, which was the last sale price of the commonshares as of January 31, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $94,477,705. As of October 15, 2025,1,883,906shares of the registrant’s common shares, no par value per share, were issued and outstanding. PagePART IItem 1Business4Item 1ARisk Factors30Item 1BUnresolved Staff Comments47Item 1CCybersecurity47Item 2Properties47Item 3Legal Proceedings47Item 4Mine Safety Disclosures47PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities48Item 6[Reserved]48Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations48Item 7AQuantitative and Qualitative Disclosures About Market Risk53Item 8Financial Statements and Supplementary Data53Item 9Changes In and Disagreements with Accountants on Accounting and Financial Disclosure53Item 9AControls and Procedures54Item 9BOther Information54Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections.54PART IIIItem 10Directors, Executive Officers, and Corporate Governance55Item 11Executive Compensation64Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters66Item 13Certain Relationship and Related Transactions, and Director Independence68Item 14Principal Accountant Fees and Services68PART IVItem 15Exhibits69Item 16Form 10-K Summary72SIGNATURES732 Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,”“should,” “expects,” “intends,” “plans,” “an