UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 1)*
BriaCell
Therapeutics Corp.
(Name
of Issuer)
COMMON
SHARES, NO PAR VALUE
(Title
of Class of Securities)
10778Y302
(CUSIP
Number)
Marc
Lustig
1
First Canadian Place
Toronto,
Ontario M5X 1H3
Canada
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May
14, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 10778Y302
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marc
Lustig |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO
|
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
7 |
SOLE
VOTING POWER
140,000
(1) |
| 8 |
SHARED
VOTING POWER
2,562,935
(2) |
| 9 |
SOLE
DISPOSITIVE POWER
140,000
(1) |
| 10 |
SHARED
DISPOSITIVE POWER
2,562,935
(2) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,702,935
(1) (2) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
(3) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
(1)
Consists of 140,000 common shares upon the exercise of options held by Marc Lustig.
(2)
Consists of 2,542,935 common shares and 20,000 common shares upon exercise of warrants held by L5 Capital Inc.
(3)
Based on 18,284,661 shares outstanding as of May 21, 2024 and 140,000 common shares upon exercise of options and 20,000 common shares
upon exercise of warrants.
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
L5
Capital Inc. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC
|
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Columbia, Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
2,562,935
(1) |
| 9 |
0 |
| 10 |
SHARED
DISPOSITIVE POWER
2,562,935
(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,562,935
(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.%
(2) |
| 14 |
TYPE
OF REPORTING PERSON
CO |
(1)
Consists of 2,542,935 common shares and 20,000 common shares upon exercise of warrants held by L5 Capital Inc.
(2)
Based on 18,284,661 shares outstanding as of May 21, 2024 and 20,000 common shares upon exercise of warrants.
| Item
1. |
Security
and Issuer |
This
Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission on
September 7, 2021 with respect to the common shares, no par value, of BriaCell Therapeutics Corp., a British Columbia corporation (the
“Issuer”). The address of the principal executive office of the Issuer is Suite 300 – 235 15th Street, West Vancouver,
BC V7T 2X1, Canada. All information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’
knowledge and belief, complete and correct as of the date hereof.
| Item
2. |
Identity
and Background |
L5
Capital Inc.
(a)-(c)
L5 Capital Inc., which is sometimes referred to in this statement as a “Reporting Person,” is a corporation formed under
the laws of the province of British Columbia, Canada, and is wholly owned by Marc Lustig, its sole control person. Its principal business
is as an investment company investing in securities. The Reporting Person has a business address at 1 First Canadian Place, Toronto,
Ontario M5X 1H3, Canada.
(d)
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e)
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was
not subsequently vacated.
Marc
Lustig
(a)-(c)
Marc Lustig, who is sometimes referred to in this statement as a “Reporting Person,” is a member of the board of directors
of the Issuer, and his present occupations include investor and entrepreneur, serving as a founding member of L5 Capital Inc. as well
as Lustig Family Medical Cannabis Research & Care Fund of the Cedars Cancer Foundation. The Reporting Person has a business address
at 1 First Canadian Place, Toronto, Ontario M5X 1H3, Canada.
(d)
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e)
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was
not subsequently vacated.
(f)
The Reporting Person is a citizen of Canada.
| Item
3. |
Source
and Amount of Funds or Other Consideration |
“Item
3. Source and Amount of Funds or Other Consideration” is hereby amended and restated as follows:
On
May 14, 2024, pursuant to a securities purchase agreement between L5 Capital Inc. and the Issuer, L5 Capital Inc. purchased 902,935 common
shares and 902,935 warrants (warrants not included in this Schedule 13D) at a combined purchase price of $2.215 per common share and
accompanying warrant, for an aggregate purchase price of $2,000,000. The securities were purchased by L5 Capital Inc. with working capital.
The warrants will be exercisable six months from the date of issuance at an exercise price of $2.11 and will expire on the five year
anniversary of the initial exercise date.
Other
than the common shares listed above in this Item 3, all other common shares were purchased by L5 Capital Inc. with working capital in
open market purchases in 2021 and 2022. L5 Capital Inc. expended an aggregate of $9,421,129.50 for the purchase of the common shares.
On
September 1, 2021, the Issuer granted Mr. Lustig options to purchase 100,000 common shares pursuant to the Issuer’s stock option
plan in connection with his services as a director of the Issuer. The options expire on September 1, 2026, have an exercise price of
$5.74 and vested immediately upon issuance.
On
June 20, 2023, the Issuer granted Mr. Lustig options to purchase 40,000 common shares pursuant to the Issuer’s stock option plan
in connection with his services as a director of the Issuer. The options expire on June 20, 2028, have an exercise price of $6.03 and
vested immediately upon issuance.
The
common shares owned by the Reporting Persons include 20,000 common shares issuable upon exercise of warrants held by L5 Capital Inc.
The exercise price is $5.21 and expire on February 26, 2026.
| Item
4. |
Purpose
of Transaction |
The
Reporting Person acquired the securities reported in this statement for investment purposes and, except for the potential to acquire
additional common shares or with respect to the Options, has no plans or proposals which relate to or would result in any action described
in paragraphs (a) through (j) of Item 4 of Schedule 13D. This disclosure does not address any plans or proposals which the Reporting
Person may have or develop, or of which he may be or become aware, solely in his capacity as a director of the Issuer.
| Item
5. |
Interest
in Securities of the Issuer |
| (a)
– (b) |
The
information in Items 7-11 and Item 13 of the cover page for each Reporting Person of this Schedule 13D, including the accompanying
footnotes, is hereby incorporated by reference into this Item 5. |
| |
|
| (c) |
Except
for the May 2024 purchase of the Issuer’s securities, there were no other transactions effected by the Reporting Persons during
the past 60 days. |
| |
|
| (d) |
To
the best knowledge of the Reporting Persons, no person other than the Reporting Persons have the right to receive, or the power to
direct the receipt of, dividends from, or the proceeds from the sale of the securities reported in Item 5(a). |
| |
|
| (e) |
Not applicable. |
| Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Other
than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting
Persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the
securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| Dated:
May 23, 2024 |
/s/
Marc Lustig |
| |
Marc
Lustig |
| Dated:
May 23, 2024 |
L5
CAPITAL INC. |
| |
|
|
| |
By: |
/s/
Marc Lustig |
| |
Name: |
Marc
Lustig |
| |
Title: |
Director |
BriaCell Therapeutics (NASDAQ:BCTXW)
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