BriaCell Therapeutics Corp美股招股说明书(2026-01-14版)

PROSPECTUS 4,327,530Common Units, Each Consisting of a Common Share and a Warrant toPurchase One Common Share 1,039,196Pre-funded Units, Each Consisting of a Pre-funded Warrant to Purchase OneCommon Share and a Warrant to Purchase One Common Share 4,327,530Common Shares included in the Common Units 5,366,726Warrants included in the Common Units and Pre-funded Units 1,039,196Pre-funded Warrants included in the Pre-funded Units 5,366,726Common Shares Underlying the Warrants 1,039,196Common Shares Underlying the Pre-funded Warrants BriaCell Therapeutics Corp. We are offering on a best efforts basis (the “Offering”) 4,327,530 common units (each, a “Common Unit”) of BriaCell TherapeuticsCorp. 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 $6.93. Each Warrant will expirefive 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 thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of thepurchaser, 9.99%) of our outstanding common shares immediately following the consummation of this Offering, the opportunity topurchase, if the purchaser so chooses, 1,039,196 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. Each Pre-funded Warrant will be immediately exercisable for one common share and will notexpire prior to exercise. The purchase price of each Pre-funded Unit is equal to the price per Common Unit being sold to the public inthis Offering, 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 arepart of a Common Unit or Pre-funded Unit, respectively, but the components of the Common Units and Pre-funded Units will beimmediately separable and will be issued separately in this Offering. See “Description of Securities” in this prospectus for moreinformation. The Offering also includes the common shares issuable from time to time upon exercise of the Pre-funded Warrants and Warrants. The Common Units, the Pre-funded Units and the Pre-funded Warrants will not be listed on 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 theWarrants 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 uponreceipt by us of investor funds. We will have one closing for all the securities purchased in this Offering. Accordingly, neither we northe placement agent (as defined below) have made any arrangements to place investor funds in an escrow account or trust accountsince 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 MoreInformation” carefully before you invest in any of our securities. Our common shares are listed on Nasdaq and the TSX under the symbols “BCTX” and “BCT”, respectively, and our public warrantsare listed on Nasdaq under the symbols “BCTXW” and “BCTXZ”. On January 12, 2026, the last reported sale price of our commonshares on Nasdaq was $7.64 per share, the last reported sale price of our BCTXW public warrants on Nasdaq was $0.0496 per warrant and the last reported sale price of our BCTXZ public warrants on Nasdaq was $0.27 per warrant. The Warrants have been approved forlisting on Nasdaq under the symbol “BCTXL”. No assurance can be given that a trading market will develop for the Warrants. There isno established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. In addition, we do notintend to apply for a listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized tradingsystem. 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 toarrange the purchase or sale of any specific number or dollar amount of se