BriaCell Therapeutics Corp美股招股说明书(2026-06-02版)

(To Prospectus dated January 31, 2024) 1,449,300Common Shares BriaCell Therapeutics Corp. BriaCell Therapeutics Corp. (the “Company” or “BriaCell”) is offering 1,449,300 common shares, no par value, of the Company (the“common shares”), at an offering price of $3.25 per share, pursuant to this prospectus supplement and the accompanying baseprospectus. Our common shares are listed on the Nasdaq Capital Market and Toronto Stock Exchange (“TSX”) under the symbols “BCTX” and“BCT,” respectively, and our public warrants are listed on the Nasdaq Capital Market under the symbols “BCTXZ” and “BCTXL”. OnMay 29, 2026, the last reported sale price of our common shares on the Nasdaq Capital Market was $3.64 pershare and the lastreported sale price of our “BCTXZ” and “BCTXL” public warrants was $0.08 and $0.95 per warrant, respectively. We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering.The placement agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplement and theaccompanying base prospectus. The placement agent has agreed to use its “reasonable best efforts” to arrange for the sale of thesecurities offered by this prospectus supplement. See the section entitled “Risk Factors” for more information. We will bear all costsassociated with the offering. See “Plan of Distribution” on page S-18 of this prospectus supplement for more information regardingthese arrangements. We are subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the registration statement ofwhich this prospectus supplement forms a part. The aggregate market value of our common shares held by non-affiliates pursuant toGeneral Instruction I.B.6 of Form S-3 is approximately $33.5 million, which was calculated based on 7,248,479common sharesoutstanding held by non-affiliates, at a price of $4.62 per share, the closing price of our common shares on April 15, 2026. We havesold no securities pursuant toGeneral Instruction I.B.6of Form S-3 during the prior 12-calendar month period that ends on andincludes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currentlyeligible under General Instruction I.B.6 of Form S-3 to offer and sell our common shares having an aggregate offering price of up toapproximately $11.16 million. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primaryoffering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75.0million. We are an emerging growth company and a smaller reporting company under Rule 405 of the United States Securities Act of 1933, asamended (the “Securities Act”), and, as such, have elected to comply with certain reduced public company reporting requirements forthis prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein and therein andfuture filings. Investing in these securities involves certain risks. See “Risk Factors” on page S-13 of this prospectus supplement and theaccompanying base prospectus, as well as the risk factors incorporated by reference into this prospectus supplement andaccompanying base prospectus should carefully consider before deciding to purchase these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The securities offered by this prospectus supplement and the accompanying prospectus have not been and will not be qualifiedfor sale under the securities laws of any province or territory of Canada or to any resident of Canada and may not be offeredor sold, directly or indirectly, in Canada, or to or for the account of any resident of Canada. This prospectus supplement andthe accompanying prospectus have not been filed in respect of, and will not qualify, any distribution of these securities in anyprovince or territory of Canada. (1) See “Plan of Distribution” for a description of compensation payable to the placement agent. The delivery to purchasers of the securities in this offering is expected to be made on or about June 2, 2026, subject to satisfaction ofcertain customary closing conditions. ThinkEquity The date of this prospectus supplement is May 31, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-11SUMMARY FINANCIAL DATAS-12RISK FACTORSS-13USE OF PROCEEDSS-17DILUTIONS-17PLAN OF DISTRIBUTIONS-18LEGAL MATTERSS-25EXPERTSS-25WHERE YOU CAN FIND MORE INFORMATIONS-25INCORPORATION OF DOCUMENTS BY REFERENCES-25 PageABOUT THIS PROSPECTUS1WH