BCTX

Business Context and Reporting Period

Company: BriaCell Therapeutics Corp. (BCTX)
Filing Type: Form 8-K (Current Report)
Reporting Date: January 13, 2026 (Event Date: January 15, 2026)
Context: The Company, an emerging growth company incorporated in British Columbia, reported the consummation of a public offering of Common Units and Pre-funded Units. The Company is listed on The Nasdaq Stock Market LLC.

Key Financial Metrics and Transaction Details

Capital Raised: Approximately $30 million in aggregate gross proceeds.
Securities Issued:

• 4,327,530 Common Units at $5.59 per unit.
• 1,039,196 Pre-funded Units at $5.589 per unit.

Warrant Issuance:

• Public Warrants (BCTXL): One warrant per unit; exercisable at $6.93 per share; 5-year term.
• Placement Agent Warrants: 161,001 warrants issued to ThinkEquity LLC; exercisable at $8.385 per share; 5-year term (expires January 13, 2031).

Transaction Costs: Cash fee of 6.25% of aggregate gross proceeds paid to the Placement Agent (ThinkEquity LLC).
Use of Proceeds: Working capital, general corporate purposes, and advancement of business objectives.

Material Changes

This filing represents a material change in the Company's capital structure due to the issuance of new equity and warrants. The filing does not provide comparative financial data (revenue, profit, or cash flow) against a prior period as it is a transaction report rather than a periodic financial statement.

Outlook, Risks, and Contingencies

Management Commentary: The Company intends to utilize the net proceeds to support working capital and business objectives.
Ownership Restrictions: Holders of Warrants and Pre-funded Warrants are restricted from exercising if it would result in beneficial ownership exceeding 4.99% (or 9.99% with 61 days' prior notice) of outstanding common shares.
Exercise Terms: Warrants may be exercised on a cashless basis if no effective registration statement is available. Pre-funded Warrants are immediately exercisable at $0.001 per share.

Investor Verification Checklist

• Verify the exact net proceeds after deducting the 6.25% placement fee and other offering expenses.
• Confirm the dilution impact of the 4,327,530 new common shares and the potential issuance of shares upon warrant exercise.
• Review the full text of the Placement Agency Agreement (Exhibit 1.1) and Warrant forms (Exhibits 4.1, 4.2, 4.3) for specific covenants and adjustment provisions.
• Monitor the trading of the new warrant symbol (BCTXL) on the Nasdaq Capital Market.
• Assess the Company's cash runway extension based on the $30 million gross raise relative to current burn rate.