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): March 30, 2023

(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 7.01 Regulation FD Disclosure.

On March 31, 2023, BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) issued a press release announcing that its board of directors has unanimously approved a reorganization (the “Transaction”) that will result in the spin-out of certain pre-clinical pipeline assets (the “SpinCo Assets”) of the Company to an unlisted corporation to be formed for SpinCo Asset ownership purposes (“SpinCo”).

It is expected that each outstanding BriaCell share will be exchanged for one new share of the Company post-Transaction and one common share of SpinCo (each, a “SpinCo Share”) pursuant to a plan of arrangement made under the Business Corporations Act (British Columbia). SpinCo’s share ownership is expected to be split between the Company, who will hold 66.7%, and BriaCell shareholders, who will own 33.3%. Upon the closing of the Transaction, BriaCell will continue with its mission to develop targeted immunotherapies for cancer while SpinCo will focus on the development of the SpinCo Assets.

BriaCell believes that the Transaction will increase shareholder value by allowing capital markets to value the SpinCo Assets independently of BriaCell’s core immunotherapy clinical trials.

A copy of the press release is attached as Exhibit 99.1.

The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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.