UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

BRIACELL THERAPEUTICS CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

BRIACELL THERAPEUTICS CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF

BRIACELL THERAPEUTICS CORP.

TO BE HELD ON THURSDAY, MARCH 5, 2026

AT 11:00 A.M. (EASTERN TIME)

February 3, 2026

This proxy statement is dated February 3, 2026, and is first being made available to shareholders on February 3, 2026

BRIACELL THERAPEUTICS CORP.

Suite 300 – 235 15th Street

West Vancouver, BC V7T 2X1

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS (the “Notice”)

The annual general and special meeting (the “Meeting”) of holders (“Shareholders”) of common shares (“Common Shares”) of BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), will be held on Thursday, March 5, 2026, beginning at 11:00 a.m. (Eastern Time), at the offices of Bennett Jones LLP at Suite 3400, One First Canadian Place, Toronto, ON, M5X 1A4.

The following matters will be considered at the Meeting:

	1.	The receipt of the audited financial statements of the Company for the financial years ended July 2025 and 2024, together with the auditor’s reports thereon;

	2.	The appointment of MNP LLP as auditors for the Company and the authorization of the board of directors of the Company (the “Board” or the “Board of Directors”) to fix the auditors’ remuneration and terms of engagement;

	3.	The election of the directors for the forthcoming year from the nominees proposed by the Board;

	4.	The re-approval of the omnibus equity incentive plan (the “Omnibus Plan”), as more particularly described in the accompanying proxy statement; and

	5.	The transaction of such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

This Notice is accompanied by the: (1) proxy statement; (2) the accompanying proxy card (“Proxy Card”); and (3) the Company’s Annual Report on Form 10-K for the year ended July 31, 2025 (including the audited annual consolidated financial statements of the Company for the fiscal year ended July 31, 2025, together with the notes thereto, and the independent auditor’s report thereon and the related management’s discussion and analysis) (collectively, the “Proxy Materials”). The Company is not sending the Proxy Materials to registered Shareholders or non-registered Shareholders using notice-and-access delivery procedures defined under NI 54-101 and National Instrument 51-102 – Continuous Disclosure Obligations.

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The record date for the determination of Shareholders of the Company entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is January 26, 2026 (the “Record Date”). Shareholders of the Company whose names have been entered in the register of Shareholders of the Company at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

A Shareholder of the Company may attend the Meeting or may be represented by proxy. Registered Shareholders of the Company who are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof are requested to date, sign and return the accompanying Proxy Card for use at the Meeting or any adjournment(s) or postponement(s) thereof and deposit it with the Company’s transfer agent, Computershare Investor Services Inc., Proxy Department 14^th Floor, 320 Bay Street, Toronto, Ontario M5H 4A6.

Your proxy or voting instructions must be received in each case no later than 11:00 a.m. (Eastern Time) on March 3, 2026 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the beginning of any adjournment(s) or postponement(s) to the Meeting. We encourage Shareholders currently planning to participate in the Meeting to submit their votes or Proxy Card in advance so that their votes will be counted in the event of technical difficulties.

If you are a non-registered shareholder of the Company and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary.

Whether or not you plan to attend the Meeting, we encourage you to read this proxy statement and promptly vote your shares. For specific instructions on how to vote your shares, please refer to the section entitled “How You Can Vote” and to the instructions on your Proxy Card or voting instruction card.

For questions about the Meeting or assistance in voting your shares, contact our strategic shareholder advisor and proxy solicitation agent, Morrow Sodali (Canada) Ltd. (“Sodali & Co”):

1-833-711-5524 (toll free in North America)

1-289-695-3075 (collect, outside North America)

Email at assistance@investor.sodali.com

Dated as of February 3, 2026.

	ON BEHALF OF THE BOARD OF BRIACELL THERAPEUTICS CORP.

	/s/ Jamieson Bondarenko
	Jamieson Bondarenko
	*Chairman of the Board*

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 5, 2026

The Notice of Annual General and Special Meeting, Proxy Card and Proxy Statement are available online at the “Investor Relations” section of the Company’s website at www.briacell.com/investor-relations. The Annual Report on Form 10-K for the year ended July 31, 2025, is also available online at the “Investors Relations” section of our website at www.briacell.com/investor-relations.

YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD BY MAIL WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL AND SPECIAL MEETING.

TO BE COUNTED PROXIES MUST BE RECEIVED BY COMPUTERSHARE

NO LATER THAN 11:00 A.M. (Eastern Time) ON MARCH 3, 2026.

The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair’s discretion without notice.

In order to ensure that your proxy is received in time for BriaCell Therapeutics Corp. Annual General and Special Meeting of Shareholders to be held at 11:00 a.m. (Eastern Time) on March 5, 2026, we recommend that you vote in any of the following ways:

Voting Method	Registered Shareholders and Holders of Brokers If your securities are held in your name and represented by a physical certificate or DRS advice.	Non-Registered Shareholders If your Shares are held with a broker, bank or other intermediary.
	Voting Prior to the Meeting
Internet	Go to www.investorvote.com.	Go to www.proxyvote.com.
Phone	Call 1.866.732.VOTE (8683) and vote using the 15-digit control number provided in your proxy.	Call the toll-free number listed on your voting instruction form (VIF) and vote using the 16-digit control number provided therein.
Mail	Complete, date and sign management’s form of proxy and return it to: Computershare Investor Services Inc., Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1	Complete, date and sign the voting instruction form (VIF) and return it in the enclosed envelope.

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PROXY STATEMENT FOR THE 2026 ANNUAL GENERAL AND special MEETING OF SHAREHOLDERS OF BRIACELL THERAPEUTICS CORP. TO BE HELD ON march 5, 2026

This proxy statement is furnished in connection with the solicitation by management of BriaCell Therapeutics Corp. of proxies to be used at the 2026 annual general and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) of the Company referred to in the accompanying notice of annual general and special meeting of shareholders (the “Notice”), to be held on March 5, 2026, beginning at 11:00 a.m. (Eastern Time), at the offices of Bennett Jones LLP at Suite 3400, One First Canadian Place, Toronto, ON, M5X 1A4.

Unless the context otherwise requires, references to “we,” “us,” “our,” “Company” or “BriaCell” or similar terms refers to BriaCell Therapeutics Corp. together with its wholly-owned subsidiaries. The mailing address of our principal executive offices is Suite 300 – 235 15^th Street, West Vancouver, British Columbia V7T 2X1.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors (“Board”) with respect to each of the matters set forth in the accompanying Notice. You may revoke your proxy by following the instructions set out under the heading “May I change or revoke my vote?”.

We made this proxy statement and our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, available to Shareholders on December 16, 2025.

We are an “emerging growth company” under applicable U.S. federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the U.S. Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may take advantage of these exemptions until the last day of the fiscal year in which the fifth anniversary of our initial public offering occurs or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filer under the rules of the U.S. Securities and Exchange Commission (the “SEC”) or if we issue more than $1.0 billion of non-convertible debt over a three-year period.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 5, 2026:

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 are available for viewing, printing and downloading on the “Investor Relations” section of our website at www.briacell.com/investor-relations, SEDAR+ at www.sedarplus.ca, and the SEC’s website at www.sec.gov.

All references to currency in this proxy statement are in United States dollars, unless otherwise indicated. References to “C$” refer to Canadian dollars.

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Table of Contents

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS (the “Notice”)	I-1
PROXY STATEMENT FOR THE 2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF BRIACELL THERAPEUTICS CORP. TO BE HELD ON MARCH 5, 2026	I-4
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 5, 2026	I-4
General information about the annual general AND SPECIAL meeting and voting	I-7
Proxy Materials	I-7
How You Can Vote	I-10
Shareholder Proposals and Director Nominations	I-13
Description of the Company’s Voting Securities	I-15
Interest of Certain Persons or Companies in Matters to be acted upon	I-16
Obtaining Additional Information	I-16
OVERVIEW OF PROPOSALS TO BE VOTED ON	I-17
PRESENTATION OF FINANCIAL STATEMENTS	I-17
PROPOSAL 1 – appointment and remuneration of auditors	I-18
Principal Independent Accountant Fees and Services	I-18
PROPOSAL 2 – election of directors	I-19
Biographical Information	I-20
Majority Voting for Election of Directors	I-22
Replacement or Removal of Directors	I-22
Advance Notice Policy	I-22
Corporate Cease Trade Orders, Bankruptcies Penalties or Sanctions	I-23
Individual Bankruptcies	I-24
Penalties or Sanctions	I-24
Certain Relationships and Related Transactions	I-24
Director Independence	I-25
PROPOSAL 3 – RE-APPROVAL OF THE OMNIBUS PLAN	I-26
Re-approval of the Omnibus Plan	I-26

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corporate governance	I-37
Board of Directors	I-37
Board Mandate	I-37
Shareholder Communications	I-39
Composition of the Audit Committee	I-40
Compensation Committee	I-44
Composition of the Compensation Committee	I-44
Board Qualifications	I-44
Conflicts of Interest—Board Leadership Structure and Risk Oversight	I-45
Board Oversight of Enterprise Risk	I-45
Board Leadership	I-46
Code of Business Ethics and Conduct	I-46
EXECUTIVE OFFICERS	I-46
Biographical Information	I-46
Executive Compensation	I-48
Director and Named Executive Officer Compensation	I-48
Insider Trading and Reporting Policy	I-53
Performance Graph	I-54
Summary Compensation Table for 2025	I-54
Outstanding Equity Awards Table for 2025 Fiscal Year-End	I-55
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information	I-55
Incentive Plan Awards – Value Vested or Earned During the Year	I-55
Pension Plan Benefits	I-55
Termination and Change of Control Benefits	I-55
Employment Agreements	I-55
Liability Insurance of Directors and Officers	I-56
Other Compensation	I-56
DIRECTOR COMPENSATION	I-57
Compensation of Directors	I-57
Non-Employee Director Compensation for 2025	I-57
Other Compensation	I-58
securities authorized for issuance under equity compensation plans	I-58
Plan Maximum, Outstanding Securities Awarded and Remaining Securities Available for Grant	I-58
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	I-58
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	I-59
management conracts	I-59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	I-59
additional information	I-60
board approval	I-60
SCHEDULE “I” OMNIBUS PLAN	I-61
SCHEDULE “II” BOARD MANDATE	II-1

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General information about the annual general AND SPECIAL meeting and voting

Proxy Materials

Why am I receiving these materials?

Management of the Company is using this proxy statement to solicit proxies for use at the Meeting to be held on March 5, 2026.

The following proxy materials are being posted online and being mailed out to Shareholders: (1) the proxy statement; (2) the accompanying proxy card (“Proxy Card”); and (3) the Company’s Annual Report on Form 10-K for the year ended July 31, 2025 (including our audited annual consolidated financial statements of the Company for the fiscal year ended July 31, 2025, together with the notes thereto, and the independent auditor’s report thereon and the related management’s discussion and analysis).

As a Shareholder, you are invited to attend the Meeting and are entitled and requested to vote on the business items described in this proxy statement. This proxy statement is furnished in connection with the solicitation of proxies by or on behalf of management of the Company. This proxy statement is designed to assist you in voting your shares and includes information that we are required to provide under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and applicable Canadian securities laws.

These proxy materials are being sent to both registered and non-registered Shareholders. In some instances, the Company has distributed copies of the Notice, the proxy statement, the accompanying Proxy Card and the Company’s Annual Report on Form 10-K (collectively, the “Meeting Materials”) to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively “Intermediaries”, and each an “Intermediary”) for onward distribution to Shareholders whose shares are held by or in the custody of those Intermediaries (“Non-registered Shareholders”). The Intermediaries are required to forward the Meeting Materials to Non-registered Shareholders.

In accordance with applicable laws, Non-registered Shareholders who have advised their Intermediary that they do not object to the Intermediary providing their ownership information to issuers whose securities they beneficially own (“NOBOs”) will receive the Meeting Materials by mail.

Management of the Company intends to pay for Intermediaries to forward the Meeting Materials to Non-Registered Holders who have advised their Intermediary that they object to the Intermediary providing their ownership information (“OBOs”). An OBO will receive the Meeting Materials through Intermediaries by mail at the cost of the Company.

Solicitation of proxies from Non-registered Shareholders will be carried out by Intermediaries. Non-registered Shareholders who have received the Meeting Materials from their Intermediary should follow the directions of their Intermediary with respect to the procedure to be followed for voting at the Meeting.

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Generally, Non-registered Shareholders will either:

	●	receive a Proxy Card executed by the Intermediary but otherwise uncompleted. The Non-registered Shareholder may complete the proxy and return it directly to Computershare; or

	●	be provided with a request for voting instructions. The Intermediary is required to send the Company an executed Proxy Card completed in accordance with any voting instructions received by the Intermediary.

If you are a Non-registered Shareholder and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained from your Intermediary in accordance with applicable securities regulatory requirements. By choosing to send the Meeting Materials to you directly, the Company (and not your Intermediary) has assumed responsibility for: (i) delivering the Meeting Materials to you; and (ii) executing your proper voting instructions.

What is included in the proxy materials?

The proxy materials include:

	●	our Notice of Meeting;

	●	our proxy statement for the Meeting;

	●	a Proxy Card or voting instruction card; and

	●	our 2025 Annual Report on Form 10-K (including the audited annual consolidated financial statements of the Company for the fiscal year ended July 31, 2025, together with the notes thereto, and the independent auditor’s report thereon and the related management’s discussion and analysis).

What information is contained in this proxy statement?

The information contained in this proxy statement relates to the proposals to be voted on at the Meeting, the voting process, our Board and Board committees, corporate governance, the compensation of our directors and executive officers and other required information.

I share an address with another Shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy?

We have adopted a procedure called “householding”, which the SEC has approved. If you share an address with another Shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of the materials, please request the additional copy by contacting our Corporate Secretary at glevin@briacell.com or by calling us at 604-921-1810.

A separate set of the materials will be sent promptly following receipt of your request.

If you are a Shareholder of record and wish to receive a separate set of proxy materials in the future, or if you have received multiple sets of proxy materials and would like to receive only one set in the future, please contact Computershare at:

Computershare Investor Services

320 Bay Street, 14^th Floor,

Toronto, ON M5H 4A6

Canada

1-800-564-6253

If you are a Non-registered Shareholder and you wish to receive a separate set of proxy materials in the future, or if you have received multiple sets of proxy materials and would like to receive only one set in the future, please contact your bank or broker directly.

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Shareholders also may write to, or email us, at the address below to request a separate copy of the proxy materials:

BriaCell Therapeutics Corp.

Attn: Corporate Secretary

3^rdFloor, Bellevue Centre

235-15^thStreet

West Vancouver, British Columbia, Canada

V7T 2X1

glevin@briacell.com

Who pays the cost of soliciting proxies for the Meeting?

The Company will bear the cost of solicitation, including the cost of preparing, printing and mailing the materials in connection with the solicitation of proxies. This solicitation of proxies is being made to Shareholders by mail but may be supplemented by telephone or other personal contact. The Company’s officers and regular employees, on behalf of the Company without being additionally compensated, may solicit proxies personally and by mail, telephone, facsimile or electronic communication at nominal cost to the Company.

The Company has retained Sodali & Co as their strategic shareholder advisor and proxy solicitation agent and will pay fees of up to $45,000 to Sodali & Co for proxy solicitation services in addition to out-of-pocket expenses.

Additionally, the Company may use the Broadridge QuickVote™ service, which involves NOBOs being contacted by Sodali & Co to obtain voting instructions over the telephone, and relaying them to Broadridge (on behalf of the Company’s shareholders’ intermediary). While representatives of Sodali & Co are soliciting proxies on behalf of BriaCell’s management, BriaCell’s shareholders are not required to vote in the manner recommended by the Board of Directors of BriaCell. The QuickVote™ system is intended to assist BriaCell’s shareholders in placing their votes, however, BriaCell’s shareholders are not obligated to vote using the QuickVote™ system, a BriaCell shareholder may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this proxy statement. Any voting instructions provided by a BriaCell shareholder will be recorded and such BriaCell shareholder will receive a letter from Broadridge (on behalf of the BriaCell shareholder’s intermediary) as confirmation that their voting instructions have been accepted.

The Company will not reimburse Intermediaries such as brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy materials to Non-registered Shareholders.

What items of business will be voted on at the Meeting?

The business items to be voted on at the Meeting are:

	1.	the appointment of MNP LLP as auditors for the Company and the authorization of the Board to fix the auditors’ remuneration and terms of engagement;

	2.	the election of directors for the forthcoming year from the nominees proposed by the Board;

	3.	the re-approval of the omnibus equity incentive plan (the “Omnibus Plan”), as more particularly described in the accompanying proxy statement; and

	4.	the transaction of such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

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What are my voting choices?

You may vote “FOR” or “WITHHOLD” the appointment of MNP LLP as auditors for the ensuing year and the authorization of the Board to fix the auditors’ remuneration.

SEC Form DEF 14A filed by BriaCell Therapeutics Corp.