Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 30, 2024

BRIACELL THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

British Columbia

47-1099599

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

Suite 300 - 235 15th Street

West Vancouver, BC V7T 2X1

V7T 2X1

(Address of principal executive offices)

(Zip Code)

(604) 921-1810

(Registrant’s telephone number, including area code)

Commission File No. 001-40101

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	BCTX	The Nasdaq Stock Market LLC
Warrants to purchase common shares, no par value	BCTXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On January 30, 2024, BriaCell Therapeutics Corp. (the “Company”) held its Annual General Meeting of Shareholders (the “Meeting”). As of December 20, 2023, the date of record for determining the shareholders entitled to vote on the proposals presented at the Meeting, there were 15,981,726 common shares of the Company issued and outstanding and entitled to vote at the Meeting. A total of 5,375,071 common shares of the Company, constituting a quorum, were represented in person or by valid proxies at the Meeting. The matters submitted to a vote of the Company’s shareholders at the Meeting are described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 9, 2024. The final results for each of the matters submitted to a vote of the Company’s shareholders at the Meeting are as follows:

Proposal 1. At the Meeting, the shareholders ratified the appointment of MNP LLP as auditors for the Company and the authorization of the Board of Directors of the Company (the “Board”) to fix the auditors’ remuneration and terms of engagement. The result of the votes to ratify the appointment of MNP LLP was as follows:

For		Against				Witheld				Broker Non-Votes
5,346,102			0				28,968				1

Proposal 2. At the Meeting, the terms of seven (7) members of the Board expired. Each of the seven (7) nominees for director (the “Nominees”) were elected to serve until the next annual meeting of shareholders, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed, or becomes disqualified in accordance with the Articles of Incorporation of the Company or the British Columbia Corporations Act. The result of the votes to elect the Nominees was as follows:

Directors	For		Against		Withheld		Broker Non-Votes
Dr. Jane Gross		3,491,308		0		6,647		1,877,116
Mr. Marc Lustig		3,221,128		0		276,827		1,877,116
Mr. Jamieson Bondarenko		3,302,543		0		195,412		1,877,116
Dr. William V. Williams		3,487,704		0		10,251		1,877,116
Dr. Rebecca Taub		3,491,351		0		6,604		1,877,116
Mr. Vaughn C. Embro-Pantalony		3,489,398		0		8,557		1,877,116
Mr. Martin Schmieg		3,486,913		0		11,042		1,877,116

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRIACELL THERAPEUTICS CORP.

	/s/ William V. Williams
January 31, 2024	William V. Williams
	President and Chief Executive Officer

Cover	Jan. 30, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2024
Entity File Number	001-40101
Entity Registrant Name	BRIACELL THERAPEUTICS CORP.
Entity Central Index Key	0001610820
Entity Tax Identification Number	47-1099599
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	Suite 300 - 235 15th Street
Entity Address, City or Town	West Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V7T 2X1
City Area Code	(604)
Local Phone Number	921-1810
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Shares No Par Value [Member]
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	BCTX
Security Exchange Name	NASDAQ
Warrants To Purchase Common Shares No Par Value [Member]
Title of 12(b) Security	Warrants to purchase common shares, no par value
Trading Symbol	BCTXW
Security Exchange Name	NASDAQ