UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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of Report (Date of earliest event reported):
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Securities registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The 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
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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 3.02 Unregistered Sales of Equity Securities.
As previously announced, on May 12, 2023, BriaCell Therapeutics Corp. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with Prevail Partners, LLC (“Prevail”), pursuant to which the Company agreed to issue 463,408 common shares (the “Shares”), pending approval from the Toronto Stock Exchange (“TSX”).
On May 18, 2023, TSX approved the transaction. The next day, May 19, 2023, the Company issued Prevail the Shares at a price per Share of $8.63 for aggregate gross proceeds of $4,000,000, concurrently putting out a press release announcing the closing, a copy of which is attached as Exhibit 99.1. The Shares were offered and sold in reliance on the exemption from registration afforded by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
EXHIBIT INDEX
| Exhibit | Description | |
| 10.1 | Stock Purchase Agreement dated May 12, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K filed May 12, 2023) | |
| 99.1 | Press release dated May 19, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | |
| May 22, 2023 | William V. Williams President and Chief Executive Officer |