{"url_path":"/sec/bctx/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1610820/0001493152-26-026953-index.html","accession_number":"0001493152-26-026953","cik":"0001610820","ticker":"BCTX","issuer_name":"BriaCell Therapeutics Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1610820/0001493152-26-026953-index.html","primary_entity_key":"0001610820","primary_entity_name":"BriaCell Therapeutics Corp."},"word_count":563,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 31, 2026, BriaCell Therapeutics Corp. (the “Company”) entered into a Placement Agency Agreement (the “Agreement”)\nwith ThinkEquity LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to investors,\nin a best efforts offering (the “Offering”), an aggregate of 1,449,300 common shares of the Company at an offering price\nof $3.25 per common share.\n\n \n\nThe\nOffering closed on June 2, 2025. The Company received gross proceeds of $4.71 million in connection with the Offering, before deducting\nPlacement Agent fees and other Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering\nfor working capital requirements, general corporate purposes, and the advancement of business objectives.\n\n \n\nThe\n1,449,300 common shares sold in the Offering were offered and sold pursuant to a registration statement on Form S-3 (File No. 333-276650),\nwhich was filed with the Securities and Exchange Commission (the “Commission”) on January 22, 2024, and was declared effective\nby the Commission on January 31, 2024. A prospectus supplement and the accompanying prospectus relating to the Offering have been filed\nwith the Commission.\n\n \n\nAs\npart of its compensation for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of 7.5% of the\naggregate gross proceeds and also issued to the Placement Agent warrants to purchase 72,465 common shares (the “Placement Agent\nWarrants”). The Placement Agent Warrants are exercisable upon issuance, expire five years from the date of the Agreement, and have\nan exercise price of $4.0625 per common share. The Placement Agent Warrants, and the common shares issuable upon exercise thereof, were\nissued in reliance on the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions\nnot involving a public offering.\n\n \n\nThe\nrepresentations, warranties and covenants contained in the Agreement were made solely for the benefit of the parties to the Agreement.\nIn addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the\nAgreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed\nas material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations\nand warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.\n\n \n\nThis\nCurrent Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be\nany sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration\nor qualification under the securities laws of any such state or other jurisdiction.\n\n \n\nThe\nforegoing descriptions of the Placement Agent Warrants and Agreement are not complete and are qualified in their entirety by references\nto the full text of the form of Placement Agent Warrant and Agreement which are filed as Exhibit 4.1 and Exhibit 10.1, respectively,\nto this Current Report on Form 8-K and are incorporated herein by reference.\n\n \n\nThe\nCanadian legal opinion, including the related consent, of Bennett Jones LLP relating to the issuance and sale of the common shares is\nfiled as Exhibit 5.1 hereto."}