BriaCell Therapeutics (BCTX) Files for 6.83M Share and Warrant Offering

BriaCell Therapeutics (NASDAQ: BCTX) has filed the following:

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.

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