424B4 1 form424b4.htm 424B4

Filed Pursuant to Rule 424(b)(4)

Registration Nos. 333-292388 and 333-292716

PROSPECTUS

4,327,530 Common Units, Each Consisting of a Common Share and a Warrant to Purchase One Common Share

1,039,196 Pre-funded Units, Each Consisting of a Pre-funded Warrant to Purchase One Common Share and a Warrant to Purchase One Common Share

4,327,530 Common Shares included in the Common Units

5,366,726 Warrants included in the Common Units and Pre-funded Units

1,039,196 Pre-funded Warrants included in the Pre-funded Units

5,366,726 Common Shares Underlying the Warrants

1,039,196 Common Shares Underlying the Pre-funded Warrants

BriaCell Therapeutics Corp.

We are offering on a best efforts basis (the “Offering”) 4,327,530 common units (each, a “Common Unit”) of BriaCell Therapeutics Corp. Each Common Unit consists of one common share, no par value per share (a “common share”), and one warrant (each a “Warrant”). Each Warrant will entitle the holder to purchase one common share at an exercise price of $6.93. Each Warrant will expire five years from date of issuance.

We are also offering to those purchasers, if any, whose purchase of Common Units in this Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common shares immediately following the consummation of this Offering, the opportunity to purchase, if the purchaser so chooses, 1,039,196 pre-funded units (each a “Pre-funded Unit”) in lieu of Common Units. Each Pre-funded Unit will consist of one pre-funded warrant to purchase one common share at an exercise price of $0.001 per share (each a “Pre-funded Warrant”) and one Warrant. Each Pre-funded Warrant will be immediately exercisable for one common share and will not expire prior to exercise. The purchase price of each Pre-funded Unit is equal to the price per Common Unit being sold to the public in this Offering, minus $0.001, and the exercise price of each Pre-funded Warrant will be $0.001 per share.

The common shares and Pre-funded Warrants can each be purchased in this Offering only with the accompanying Warrants that are part of a Common Unit or Pre-funded Unit, respectively, but the components of the Common Units and Pre-funded Units will be immediately separable and will be issued separately in this Offering. See “Description of Securities” in this prospectus for more information.

The Offering also includes the common shares issuable from time to time upon exercise of the Pre-funded Warrants and Warrants.

The Common Units, the Pre-funded Units and the Pre-funded Warrants will not be listed on Nasdaq or the Toronto Stock Exchange (“TSX”) and are not expected to trade in any market. We are also registering the common shares issuable upon exercise of the Warrants and Pre-funded Warrants pursuant to this prospectus.

We will deliver all securities to be issued in connection with this Offering delivery versus payment/receipt versus payment upon receipt by us of investor funds. We will have one closing for all the securities purchased in this Offering. Accordingly, neither we nor the placement agent (as defined below) have made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.

You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information” carefully before you invest in any of our securities.

Our common shares are listed on Nasdaq and the TSX under the symbols “BCTX” and “BCT”, respectively, and our public warrants are listed on Nasdaq under the symbols “BCTXW” and “BCTXZ”. On January 12, 2026, the last reported sale price of our common shares on Nasdaq was $7.64 per share, the last reported sale price of our BCTXW public warrants on Nasdaq was $0.0496 per warrant and the last reported sale price of our BCTXZ public warrants on Nasdaq was $0.27 per warrant. The Warrants have been approved for listing on Nasdaq under the symbol “BCTXL”. No assurance can be given that a trading market will develop for the Warrants. There is no established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-funded Warrants will be limited.

We have engaged ThinkEquity LLC, or the placement agent, to act as our exclusive placement agent in connection with this Offering. The placement agent has agreed to use its reasonable best-efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus.

There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this Offering. Because there is no minimum Offering amount required as a condition to closing this Offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this Offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. We will bear all costs associated with the Offering. See “Plan of Distribution” on page 22 of this prospectus for more information regarding these arrangements.

We are an “emerging growth company,” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary - Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risk factors beginning on page 7 of this prospectus before purchasing our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities offered by this prospectus have not been and will not be qualified for sale under the securities laws of any province or territory of Canada or to any resident of Canada and may not be offered or sold, directly or indirectly, in Canada, or to or for the account of any resident of Canada. This prospectus has not been filed in respect of, and will not qualify, any distribution of these securities in any province or territory of Canada.

	Per Common Unit		Per Pre-funded Unit		Total
Public offering price	$	5.59	$	5.589	$	29,998,959
Placement agent fees⁽¹⁾	$	0.349375	$	0.349375	$	1,875,000
Proceeds to us, before expenses⁽²⁾	$	5.240625	$	5.239625	$	28,123,959

(1)	We refer you to “Plan of Distribution” beginning on page 22 for additional information regarding placement agent compensation.

(2)	Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this Offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. For more information, see “Plan of Distribution.”

The delivery to purchasers of the securities in this Offering is expected to be made on or about January 15, 2026.

ThinkEquity

The date of this prospectus is January 13, 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	4
SUMMARY FINANCIAL DATA	6
RISK FACTORS	7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
USE OF PROCEEDS	11
CAPITALIZATION	12
DILUTION	13
DESCRIPTION OF SECURITIES	15
PLAN OF DISTRIBUTION	22
LEGAL MATTERS	28
EXPERTS	28
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	28
WHERE YOU CAN FIND MORE INFORMATION	28

ABOUT THIS PROSPECTUS

We have not, and the placement agent has not, authorized anyone to provide any information to you or to make any representations other than those contained in, or incorporated by reference into, this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where offers and sales are permitted. You should not assume that the information contained in this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date set forth on the front cover of the document or that any information that we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any applicable prospectus supplement is delivered, or securities are sold, on a later date. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this Offering. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the applicable prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any prospectus supplement and any post-effective amendment together with the additional information described under the heading “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

Neither we nor the placement agent has taken any action to permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States.

For investors outside the United States: We have not, and the placement agent has not, done anything that would permit this Offering or possession or distribution of this prospectus or any applicable free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus and any applicable free writing prospectus must inform themselves, and observe any restrictions relating to, the Offering and the distribution of this prospectus outside the United States.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

Common Units offered by us		4,327,530 Common Units, each Common Unit consisting of one common share and one Warrant, with each Warrant exercisable for one common share. The Warrants offered as part of the Common Units are exercisable immediately, at an exercise price of $6.93. The Warrants expire five years from the date of issuance. The securities contained in the Common Units are immediately separable and will be issued separately in this Offering. This prospectus also relates to the offering of the common shares issuable upon exercise of the Warrants.

Pre-funded Units offered by us		We are also offering to those purchasers, if any, whose purchase of Common Units in this Offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common shares immediately following the consummation of this Offering, the opportunity to purchase, if the purchaser so chooses, 1,039,196 Pre-funded Units in lieu of Common Units.

		Each Pre-funded Unit will consist of a Pre-funded Warrant to purchase one common share at an exercise price of $0.001, per share and one Warrant. The purchase price of each Pre-funded Unit is equal to the price per Common Unit being sold to the public in this Offering, minus $0.001. The Pre-funded Warrants will be immediately exercisable and may be exercised at any time.

		This Prospectus also relates to the offering of the common shares issuable upon exercise of the Pre-funded Warrants.

Number of common shares outstanding immediately before this Offering		1,883,906 issued and outstanding as of December 19, 2025.

Number of common shares to be outstanding after this Offering⁽¹⁾		7,250,632 shares assuming the full exercise of the Pre-funded Warrants and no exercise of the Warrants being offered.

Use of proceeds		We expect to receive net proceeds of this Offering, after deducting placement agent fees and estimated offering expenses, approximately $27.71 million, assuming no exercise of the Warrants. We currently intend to use the net proceeds from this Offering to fund working capital requirements, general corporate purposes and the advancement of business objectives. See “Use of Proceeds”.

Trading		Our common shares are listed on Nasdaq under the symbol “BCTX”. The Warrants have been approved for listing on Nasdaq under the symbol “BCTXL”. No assurance can be given that a trading market will develop for the Warrants. There is no established public trading market for the Pre-funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-funded Warrants will be limited.

Risk Factors		Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus, and the other information included, or incorporated by reference, in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our securities.

●	1,681,606 common shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $58.74;
●	50,951 common shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $242.15;
●	40,000 common shares issuable upon the conversion of outstanding restricted share units, at a weighted average exercise price of $0.01;
●	165,935 common shares issuable upon the conversion of outstanding performance share units, at a weighted average exercise price of $0.01;
●	161,001 common shares issuable upon exercise of the warrants to the placement agent (the “placement agent warrants”); and
●	5,366,726 common shares issuable upon exercise of the Warrants.

	Three months ended October 31,						Year ended July 31,
	2025 (Unaudited)			2024 (Unaudited)			2025			2024
Operating Expenses:
Research, development, and clinical trial expenses	$	6,683,643		$	3,665,341		$	21,270,678		$	27,177,807
General and administrative expenses		1,639,300			1,487,491			5,934,125			6,152,269
Total operating expenses		8,322,943			5,152,832			27,204,803			33,330,076

Operating loss		(8,322,943	)		(5,152,832	)		(27,204,803	)		(33,330,076	)
Financial income, net		158,646			11,714			114,511			262,566
Change in fair value of the warrant liability		(69,201	)		(616,643	)		758,364			28,242,472
Share of loss on equity investment		(44,830	)		(71,515	)		(224,212	)		(106,510
Net loss	$	(8,278,328	)	$	(5,829,276	)	$	(26,556,140	)		(4,931,548	)
Net loss attributable to non-controlling interest		(80,763	)		(27,101	)		(244,273	)		(140,082
Net loss and Comprehensive loss for the period attributable to BriaCell		(8,197,565	)		(5,802,175	)		(26,311,867	)		(4,791,466	)
Net loss per share attributable to BriaCell – basic and diluted	$	(4.35	)	$	(32.67	)	$	(62.19	)	$	(43.68	)
Weighted average number of shares used in computing net basic and diluted loss per share of common stock		1,883,906			177,606			423,114			109,699

	October 31, 2025
	Unaudited, Actual		Unaudited, As Adjusted (1)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	2,714,012	$	30,424,512
Short-term investments		7,461,960		7,461,960
Amounts receivable and prepaid expenses		1,172,435		1,172,435
Total current assets		11,348,407		39,057,907

NON-CURRENT ASSETS:
Investments
Equity investment in BC Therapeutics		554,448		554,448
Intangible assets, net		180,707		180,707
Property and equipment, net		273,980		273,980
Long term prepaid expenses		717,508		717,508
Total non-current assets		1,726,643		1,726,643

Total assets	$	13,075,050	$	40,785,550

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Trade payables	$	2,128,915	$	2,128,915
Accrued expenses and other payables		1,188,858		1,188,858
Total current liabilities		3,317,773		3,317,773

NON-CURRENT LIABILITIES:
Warrant liability		406,873		406,873
Total non-current liabilities	$	406,873	$	406,873

Total shareholders’ equity		9,350,404		37,060,904

Total liabilities and shareholders’ equity	$	13,075,050	$	40,785,550

●	the liquidity of our common shares;
●	the market price of our common shares;
●	our ability to obtain financing for the continuation of our operations;
●	the number of investors that will consider investing in our common shares;
●	the number of market makers in our common shares;
●	the availability of information concerning the trading prices and volume of our common shares; and
●	the number of broker-dealers willing to execute trades in our common shares.

●	on an actual basis; and
●	on an as adjusted, basis to reflect the issuance and sale by us of 4,327,530 Common Units in this Offering at the public offering price of $5.59 per Common Unit and assuming no exercise of Warrants or Pre-funded Warrants, after deducting placement agent fees and estimated offering expenses payable by us.

	As of October 31, 2025
	Unaudited,			Unaudited,
	Actual			As adjusted

Cash and Cash Equivalents	$	2,714,012		$	30,424,512

Stockholders’ Equity
Common shares, no par value per share, unlimited shares authorized 1,883,906 shares outstanding as of October 31, 2025; 7,250,632 shares outstanding on an as adjusted basis;		101,739,923			116,692,299
Share-based payment reserve		10,610,826			10,610,826
Warrant reserve		17,719,026			30,477,150
Accumulated other comprehensive loss		(138,684	)		(138,684	)
Non-controlling Interest		(627,558	)		(627,558	)
Accumulated Deficit		(119,953,129	)		(119,953,129	)
Total stockholders’ equity		9,350,404			37,060,904
Total capitalization	$	9,350,404		$	37,060,904

●	1,681,986 common shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $58.86;
●	50,951 common shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $242.15;
●	40,000 common shares issuable upon the conversion of outstanding restricted share units, at a weighted average exercise price of $0.01; and
●	165,935 common shares issuable upon the conversion of outstanding performance share units, at a weighted average exercise price of $0.01.

Offering price per share	$	5.59
Actual Net tangible book value per share before this Offering⁽¹⁾	$	4.87
Increase in net tangible book value per share attributable to new investors⁽²⁾	$	1.07
As adjusted net tangible book value per share after this Offering⁽³⁾	$	5.94
Immediate dilution in as adjusted net tangible book value per share to new investors	$	0.35

(1)	Determined by dividing (i) net tangible book value (total assets less intangible assets) less total liabilities by (ii) the total number of common shares 1,883,906 issued and outstanding prior to the Offering.
(2)	Represents the difference between (i) as adjusted, net tangible book value per share after this Offering and (ii) net tangible book value per share as of October 31, 2025.
(3)	Determined by dividing (i) as adjusted, net tangible book value, which is our as adjusted net tangible book value plus the cash proceeds of this Offering, after deducting the estimated offering expenses payable by us, by (ii) the total number of common shares to be outstanding following this Offering.

	(a)	except as exempted by the BCBCA, a duly signed proper instrument of transfer in respect of the share has been received by the Company;
	(b)	if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and
	(c)	if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

	(a)	the import or export of capital, including the availability of cash and cash equivalents for use by the Company’s group; and

	(b)	the remittance of dividends, interest or other payments to nonresident holders of the Company’s securities.

	●	may not engage in any stabilization activity in connection with our securities; and
	●	may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

●	to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
●	to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);
●	to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or
●	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

●	to Italian qualified investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and
●	in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.
●	Any offer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:
●	made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and
●	in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

●	our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on October 16, 2025;

●	our Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, filed with the SEC on December 11, 2025;

●	our Current Report on Form 8-K filed with the SEC on August 26, 2025; and
●	our Form 8-A12B, filed with the SEC on February 23, 2021, our Form 8-A12B, filed with the SEC on April 24, 2025 and our Form 8-A12B, filed with the SEC on January 13, 2025, including any subsequent amendments or reports filed for the purpose of updating such description.

SEC Form 424B4 filed by BriaCell Therapeutics Corp.