false 0001610820 A1 0001610820 2025-02-05 2025-02-05 0001610820 BCTX:CommonSharesNoParValueMember 2025-02-05 2025-02-05 0001610820 BCTX:WarrantsToPurchaseCommonSharesNoParValueMember 2025-02-05 2025-02-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): February 5, 2025

 

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 February 5, 2025, BriaCell Therapeutics Corp. (the “Company”) held its Annual General Meeting of Shareholders (the “Meeting”). As of December 9, 2024, the date of record for determining the shareholders entitled to vote on the proposals presented at the Meeting, there were 36,779,061 common shares of the Company (without giving retroactive effect to a 1 for 15 consolidation of the issued and outstanding common shares that became effective under the corporate law of British Columbia, Canada on January 24, 2025 (the “Reverse Split”)) issued and outstanding and entitled to vote at the Meeting. A total of 13,335,031 common shares of the Company (without giving effect to the Reverse Split), 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 December 17, 2024. The final results for each of the matters submitted to a vote of the Company’s shareholders at the Meeting are as follows (without giving effect to the Reverse Split):

 

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  
11,973,291     0       1,361,710       0  

 

Proposal 2. At the Meeting, the terms of six (6) members of the Board expired. Each of the six (6) 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   5,952,554    0    783,289    6,599,158 
Mr. Jamieson Bondarenko   5,831,303    0    904,540    6,599,158 
Dr. William V. Williams   5,955,745    0    780,098    6,599,158 
Dr. Rebecca Taub   5,957,514    0    778,329    6,599,158 
Mr. Vaughn C. Embro-Pantalony   5,931,096    0    804,747    6,599,158 
Mr. Martin Schmieg   5,926,968    0    808,875    6,599,158 

 

 

 

 

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
February 6, 2025 William V. Williams
  President and Chief Executive Officer

 

 

 

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Feb. 05, 2025
Document Type 8-K
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Document Period End Date Feb. 05, 2025
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
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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  
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  
Title of 12(b) Security Warrants to purchase common shares, no par value
Trading Symbol BCTXW
Security Exchange Name NASDAQ
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