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 9, 2023

BRIACELL THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

(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):

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

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February13, 2023, BriaCell Therapeutics Corp. (the “Company”) amended its Articles to raise the quorum threshold for shareholder meetings to two shareholders who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 33 1/3% of the outstanding shares entitled to be voted at the meeting. The foregoing description of the amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On February 9, 2023, the Company held its annual general and special meeting of holders of common shares of the Company (the “Meeting”).. As of December 12, 2022, the date of record for determining the shareholders entitled to vote on the proposals presented at the Meeting, there were 15,518,018 common shares of the Company (“Common Shares”)issued and outstanding and entitled to vote at the l Meeting. A total of 6,663,370 Common Shares, 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 Securities and Exchange Commission (the “SEC”) on January 17, 2023. 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:

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 the Company or the British Columbia Corporations Act. The result of the votes to elect the Nominees was as follows:

Proposal 3. At the Meeting, the Company’s shareholders approved a new omnibus equity incentive plan (the “Omnibus Equity Incentive Plan”). The result of the votes to approve the Omnibus Equity Incentive Plan was as follows:

Proposal 4. At the Meeting, upon approving the Omnibus Equity Incentive Plan, the Company’s shareholders ratified, confirmed and approved a grant of 19,200 restricted share units under the Omnibus Equity Incentive Plan to the Company’s Chief Executive Officer on August 2, 2022 (the “RSU Award”). The result of the votes to approve the RSU Award was as follows:

Proposal 5. At the Meeting, the Company’s shareholders authorized and approved an amendment to the Articles of the Company to raise the quorum threshold for shareholder meetings to two shareholders who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 33 1/3% of the outstanding shares entitled to be voted at the meeting (the “Quorum Amendment”). The result of the votes to approve the Quorum Amendment was as follows:

Item 9.01 Financial Statements and Exhibits

EXHIBIT INDEX

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.