8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 5, 2025

BRIACELL

THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

(604)

921-1810

(Registrant’s telephone number, including area code)

Commission

File No. 001-40101

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered under Section 12(b) of the Act:

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 growth company ☒

If 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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders

On February 5, 2025, BriaCell Therapeutics Corp. (the “Company”) held its Annual General Meeting of Shareholders (the “Meeting”). As of December 9, 2024, the date of record for determining the shareholders entitled to vote on the proposals presented at the Meeting, there were 36,779,061 common shares of the Company (without giving retroactive effect to a 1 for 15 consolidation of the issued and outstanding common shares that became effective under the corporate law of British Columbia, Canada on January 24, 2025 (the “Reverse Split”)) issued and outstanding and entitled to vote at the Meeting. A total of 13,335,031 common shares of the Company (without giving effect to the Reverse Split), constituting a quorum, were represented in person or by valid proxies at the Meeting. The matters submitted to a vote of the Company’s shareholders at the Meeting are described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 17, 2024. The final results for each of the matters submitted to a vote of the Company’s shareholders at the Meeting are as follows (without giving effect to the Reverse Split):

Proposal1. At the Meeting, the shareholders ratified the appointment of MNP LLP as auditors for the Company and the authorization of the Board of Directors of the Company (the “Board”) to fix the auditors’ remuneration and terms of engagement. The result of the votes to ratify the appointment of MNP LLP was as follows:

Proposal2. At the Meeting, the terms of six (6) members of the Board expired. Each of the six (6) nominees for director (the “Nominees”) were elected to serve until the next annual meeting of shareholders, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed, or becomes disqualified in accordance with the Articles of Incorporation of the Company or the British Columbia Corporations Act. The result of the votes to elect the Nominees was as follows:

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.