BriaCell Therapeutics Corp PRE 14A, filed Jan 5, 2023

BriaCell Therapeutics Corp. (BCTX)

PRE 14A 2023-01-05 For: 2023-01-05

View Original

Added on October 26, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	☒	Preliminary Information Statement
	☐	Definitive Information Statement

	☒	No fee required.

	☐	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

	4)	Proposed maximum aggregate value of transaction:

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

	●	Registered Shareholders of the Company – The 15-digit control number located on the Proxy Card or in the email notification you received is the username and the password is: briacell2023.

	●	Duly appointed proxyholders – Computershare Trust Company of Canada will provide each duly appointed proxyholder with a username after the voting deadline has passed. The password to the meeting is: briacell2023.

	1.	The receipt of the audited financial statements of the Company for the financial years ended July 2022 and 2021, 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 approval of a new omnibus equity incentive plan (the “Omnibus Plan”), as more particularly described in the accompanying proxy statement and attached thereto as Schedule “I”;

	5.	If, based upon the tabulated vote at the time of the Meeting, the Omnibus Plan was duly approved and adopted by the Shareholders, the ratification of 19,200 restricted share units awarded under the Omnibus Plan;

	6.	The approval and adoption of an amendment to the Articles of the Company to require the presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of shareholders; and

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

	ON BEHALF OF THE BOARD OF BRIACELL THERAPEUTICS CORP.


	Jamieson Bondarenko
	*Chairman of the Board*

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS (the “Notice”)	3
PROXY STATEMENT FOR THE 2023 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF BRIACELL THERAPEUTICS CORP. TO BE HELD ON FEBRUARY 9, 2023	I-1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 9, 2023:	I-1
General information about the annual general and special meeting and voting	I-4
Proxy Materials	I-4
How You Can Vote	I-8
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 – APPROVAL OF THE OMNIBUS PLAN	I-26
Approval of the Omnibus Plan	I-26
Options	I-31
Share Units	I-31
Change of Control	I-32
Non-Transferability of Awards	I-33
Amendments to the Omnibus Plan	I-33
Certain U.S. Federal Income Tax Consequences of Awards	I-35
Participation by Non-Canadian Residents	I-36
Shareholder Approval of the Omnibus Plan	I-36
PROPOSAL 4 – RATIFICATION OF AWARDS under the omnibus plan	I-37
PROPOSAL 5 – approval of amendment to the articles	I-38

corporate governance	I-39
Board of Directors	I-39
Board Mandate	I-39
Shareholder Communications	I-41
Composition of the Audit Committee	I-42
Compensation Committee	I-46
Composition of the Compensation Committee	I-46
Board Qualifications	I-46
Conflicts of Interest—Board Leadership Structure and Risk Oversight	I-47
Board Oversight of Enterprise Risk	I-47
Board Leadership	I-48
Code of Business Ethics and Conduct	I-48
EXECUTIVE OFFICERS	I-48
Biographical Information	I-48
Executive Compensation	I-50
Director and Named Executive Officer Compensation	I-50
Insider Trading and Reporting Policy	I-55
Performance Graph	I-56
Summary Compensation Table for 2022	I-56
Outstanding Equity Awards Table for 2022 Fiscal Year-End	I-57
Incentive Plan Awards - Value Vested or Earned During the Year	I-57
Pension Plan Benefits	I-57
Termination and Change of Control Benefits	I-57
Employment Agreements	I-57
Liability Insurance of Directors and Officers	I-58
Other Compensation	I-58
DIRECTOR COMPENSATION	I-59
Compensation of Directors	I-59
Non-Employee Director Compensation for 2022	I-59
Other Compensation	I-60
securities authorized for issuance under equity compensation plans	I-60
Plan Maximum, Outstanding Securities Awarded and Remaining Securities Available for Grant	I-60
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	I-60
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	I-61
management conracts	I-61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	I-61
additional information	I-62
board approval	I-62
Schedule “I” OMNIBUS EQUITY INCENTIVE PLAN	I-63
Schedule “II” BOARD MANDATE	I-104

	●	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.

	●	our Notice of Meeting;

	●	our proxy statement for the Meeting;

	●	a Proxy Card or voting instruction card; and

	●	our 2022 Annual Report on Form 10-K (including the audited annual consolidated financial statements of the Company for the fiscal year ended July 31, 2022, together with the notes thereto, and the independent auditor’s report thereon and the related management’s discussion and analysis).

	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 approval of a new omnibus equity incentive plan (the “Omnibus Plan”), as more particularly described in the accompanying proxy statement and attached thereto as Schedule “I”;

	4.	if, based upon the tabulated vote at the time of the Meeting, the Omnibus Plan was duly approved and adopted by the Shareholders, the ratification of 19,200 restricted share units awarded under the Omnibus Plan;

	5.	the approval and adoption of an amendment to the Articles of the Company to require the presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of shareholders; and

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

Proposal		Required Vote
Appointment and remuneration of the auditors		Majority of the votes cast on the proposal

The election of directors		Majority of the votes cast on the proposal¹

Approval of the Omnibus Plan		Majority of the votes cast on the proposal

Ratification of awards under the Omnibus Plan		Majority of the votes cast on the proposal

Approval of amendment to Articles		Majority of the votes cast on the proposal

	●	at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof at which the proxy is to be used by an instrument in writing executed by the Shareholder or by his, her or its attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, and deposited with Computershare by mail using the enclosed envelope to Computershare Investor Services Inc., Proxy Department 8^th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, by 10:00 a.m. (Toronto time) by Tuesday, February 7, 2023; or

	●	by delivering written notice of such revocation to the chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof.

Name of Shareholder		Number of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly				Percentage of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly				Percentage of Votes Attaching to All Outstanding Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly
L5 Capital Inc.			1,640,000				10.57	%			10.57	%

	2022		2021
Audit fees (1)	$	232,884	$	211,000
Audit-related fees (2)	$	-	$	21,950
Tax fees (3)	$	11,900	$	11,900
All other fees (4)	$	17,134	$	17,139

(1)	Aggregate fees billed by the auditor (or accrued) for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements.
(2)	Aggregate fees billed by the auditor (or accrued) for assurance and related services that are reasonably related to the performance of the review of the Company’s financial statements.
(3)	Aggregate fees billed by the auditor (or accrued) for professional services rendered for tax compliance, tax advice and tax planning.
(4)	Aggregate fees billed by the auditor (or accrued) for assurance and related services that are reasonably related to the performance of the review of the Company’s registration statement on Form F-1.

(1)	Members of the Audit Committee. The Chair is Mr. Vaughn C. Embro-Pantalony.
(2)	Members of the Compensation Committee. The Chair is Mr. Martin Schmieg.
(3)	Members of the Nominating and Corporate Governance Committee. The Chair is Mr. Vaughn C. Embro-Pantalony.
(4)	On May 10, 2016, Mr. Martin Schmieg was appointed a Director of the Company, resigned on March 14, 2019, and re-joined the Board on November 24, 2020.
(5)	The information as to principal occupation, business or employment is not within the knowledge of the Company and has been furnished by the respective Nominees.
(6)	The percentage of voting rights calculations stated above is based on 15,518,018 Common Shares outstanding as at the close of business on December 12, 2022.

	(a)	that was issued while the proposed director was acting in the capacity as director, CEO or CFO;

	(b)	that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO; or

	(c)	while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

	●	any transaction that would require Shareholder approval, a formal valuation or disclosure under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

	●	any transaction pursuant to which a director or officer has a disclosable interest pursuant to Section 147 of the BCBCA or under any similar provision of any other corporate statute applicable to the Company; and

	●	any other transaction for which disclosure would be required pursuant to Item 404 of Regulation S-K.

	●	the terms of the transaction, including the related party’s interest and the purpose and timing of the transaction;

	●	whether the Company has demonstrable business reasons to enter into the transaction;

	●	whether the transaction would impair the independence of a director; and

	●	any potential reputational or other risk issues.

Name and Position	Dollar Value ($)		Number of units
Dr. William V. Williams, Chief Executive Officer	$	123,072		19,200 shares underlying RSUs
Executive Group	$	123,072		19,200 shares underlying RSUs
Non-Executive Director Group		0		0
Non-Executive Officer Group		0		0

	(a)	(i) continuation of such Awards or (ii) conversion of such Awards into, or substitution or replacement of such Awards with, an Award with respect to shares of the successor corporation (or a parent or subsidiary thereof) with substantially equivalent terms and value as such Awards (which value as at immediately following such Change in Control shall not exceed the intrinsic value of any such Option as at immediately prior to such Change in Control), effected in accordance with Sections 409A and 424 of the United States Internal Revenue Code of 1986 to the extent applicable; and/or

	(b)	acceleration of the vesting and the right to exercise such Option or settle such Share Unit as at immediately, or during a specified period, prior to such Change in Control, and the termination of such Option to the extent such Option is not timely exercised. If the Change in Control is not completed within the time specified therein (as the same may be extended), the Awards which vest pursuant to the Omnibus Plan shall be returned by the Company to the Participant and, if exercised or settled, as applicable, the Common Shares issued on such exercise or settlement shall be reinstated as authorized but unissued Common Shares and the original terms applicable to such Awards shall be reinstated.

	(a)	a direct or indirect sale or disposition, in any single transaction or series of related transactions, of all or substantially all of the consolidated assets of the Company and its subsidiaries to an arm’s length third party purchaser;

	(b)	a sale resulting in no less than a majority of the Common Shares (or other voting securities of the Company), calculated on a fully diluted basis, being held by an arm’s length third party purchaser, its affiliates and any other person acting jointly or in concert with such third party purchaser; provided that, prior to such sale, such persons did not hold, in the aggregate, a majority of the Common Shares (or other voting securities of the Company) on a fully diluted basis;

	(c)	a merger, consolidation, recapitalization or reorganization of the Company with or into an arm’s length third party purchaser that results in the inability of the holders of Common Shares immediately prior to the merger, consolidation, recapitalization or reorganization to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company; or

	(d)	any additional event that the Board reasonably determines is a Change in Control.

	(a)	amendments of a “housekeeping” or administrative nature, including any amendment for the purpose of curing any ambiguity, error or omission in the Omnibus Plan or any Award or to correct or supplement any provision of the Omnibus Plan or any Award that is inconsistent with any other provision of the Omnibus Plan or any Award;

	(b)	amendments necessary to comply with the provisions of applicable law or the rules, regulations and policies of any stock exchange on which the Common Shares are listed;

	(c)	amendments necessary for Awards to qualify for favourable treatment under applicable tax laws;

	(d)	amendments to the vesting provisions of the Omnibus Plan or any Award;

	(e)	amendments to include or modify a cashless exercise feature, payable in cash or Common Shares;

	(f)	amendments to the termination or early termination provisions of the Omnibus Plan or any Award, whether or not such Award is held by an insider, provided such amendment does not entail an extension beyond the original expiry date of an Option; and

	(g)	amendments necessary to suspend or terminate the Omnibus Plan.

	(a)	any amendment to increase the maximum number of Common Shares issuable under the Omnibus Plan, other than pursuant to certain adjustments for corporate reorganizations as provided in the Omnibus Plan;

	(b)	any amendment which reduces the Option Price of an Option or that would be treated as a “repricing” under the then-applicable rules, regulations or listing requirements adopted by the exchange(s) on which the Common Shares are then listed, in each case, other than pursuant to certain adjustments for corporate reorganizations as provided in the Omnibus Plan;

	(c)	any amendment extending the term of an Option beyond the original expiry date, except as provided in Omnibus Plan;

	(d)	any amendment which deletes or reduces the range of amendments which require approval by the security holders of the Company;

	(e)	any amendment that would permit the introduction or reintroduction of non-employee directors as eligible Participants on a discretionary basis or any amendment that increases the limits previously imposed on non-employee director participation;

	(f)	any amendment which would allow for the transfer or assignment of Awards under the Omnibus Plan, other than for normal estate settlement purposes; and

	(g)	amendments required to be approved by security holders under applicable law or the rules, regulations and policies of any stock exchange on which the Common Shares are listed.

	(1)	The omnibus equity incentive plan (the “Omnibus Plan”), in the form attached as Schedule “I” to the proxy statement of the Company dated January [●], 2023, including the reservation for issuance under the Omnibus Plan (and all equity compensation plans) at any time of a maximum of 15% of the issued and outstanding common shares in the capital of the Company as at a date of grant of an Award (as defined in the Omnibus Plan), be and is hereby authorized, approved and adopted.

	(2)	All unallocated Awards under the Omnibus Plan be and are hereby authorized and approved.

	(3)	The Company be and is hereby authorized to continue granting Awards under the Omnibus Plan until January 24, 2026, being the date that is three years from the date of the Company’s 2023 annual and special general meeting of shareholders.

	(4)	The Board is hereby authorized to make such amendments to the Omnibus Plan, including any amendments requested by the TSX in connection with their acceptance of the Omnibus Plan, and any other amendments to the Omnibus Plan from time to time, as may be required by the applicable regulatory authorities, the TSX or as may be considered appropriate by the Board, in its sole discretion, provided always that such amendments be subject to the approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the Omnibus Plan, the approval of the Shareholders.

	(5)	Any one director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise and to deliver or to cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as, in the opinion of such director or officer of the Company, may be necessary or desirable to carry out the terms of the foregoing resolutions.”

	(1)	The award by the Company of 19,200 RSUs (as such term is defined in the omnibus equity incentive plan (the “Omnibus Plan”)) to the Company’s CEO which awards were approved by the board of directors of the Company on August 2, 2022, which have been issued pursuant to the Omnibus Plan of the Company, substantially in the form as set forth in Schedule “I” of the Company’s proxy statement dated January [●], 2023, be and the same is hereby ratified, authorized and approved.

	(2)	Any one director or officer of the Company is hereby authorized and directed, for and on behalf of the Company, to do all such things and to execute such documents, whether under the corporate seal of the Company or otherwise, that may be necessary to give effect to this resolution, including but not limited to, filing such agreements, resolutions and other documents with such regulatory authorities having jurisdiction including, without limitation, the Toronto Stock Exchange.”

	(1)	The amendment to section 11.3 of the Articles of the Company to raise the quorum threshold for shareholder meetings to two shareholders present in person or represented by proxy representing at least 33 1/3% of the shares entitled to be voted, as more particularly described in the Company’s proxy statement dated January [●], 2023, is hereby authorized and approved;

	(2)	The amendment to section 11.8 of the Articles of the Company to delete the text of section 11.8 in its entirety, as more particularly described in the Company’s proxy statement dated January [●], 2023, is hereby authorized and approved; and

	(3)	Any one director or officer of the Company is hereby authorized and directed for and in the name of and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

	●	the strategic direction of the Company;
	●	identifying the principal business risks of the Company and ensuring that procedures and people are in place to appropriately manage these risks;
	●	succession planning, including appointing, training and monitoring senior management;
	●	a communications policy for the Company to facilitate communications with investors and other interested parties; and
	●	the integrity of the internal controls and procedures (including adequate management information systems and the oversight of the testing of internal controls) within the Company.

	(a)	develop recruitment protocols that seek to include diverse candidates in any director and senior management search and give due consideration to the benefits of diversity;

	(b)	in order to support specific objectives with respect to diversity related to gender, visible minorities, Aboriginal persons and persons with disabilities (collectively, the “Designated Groups”), consider the level of representation of such groups on the Board and in senior management roles, and strive to include candidates from one or more of those groups on the short list of candidates to be considered when conducting any search; and

	(c)	as part of the annual performance evaluation of the Board, consider the balance of skills, expertise, industry experience, independence and diversity representation of the Board, including with respect to age, Designated Group identity, and other factors relevant to the Board’s effectiveness.

Board Diversity Matrix (As of January [●], 2023)
Total Number of Directors	7
Part I: Gender Identity
	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	2	5	—	—
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or American Indian	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	5	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

Member	Independent	Audit Committee	Governance Committee	Compensation Committee
Dr. Jane Gross	✔	✔
Mr. Marc Lustig
Mr. Jamieson Bondarenko
Dr. William V. Williams
Dr. Rebecca Taub	✔		✔
Dr. Vaughn C. Embro-Pantalony	✔	✔	✔	✔
Mr. Martin Schmieg	✔	✔		✔

Name	Whether Independent⁽¹⁾	Whether Financially Literate⁽²⁾
Mr. Vaughn C. Embro-Pantalony⁽³⁾	Independent	Financially Literate
Dr. Jane Gross	Independent	Financially Literate
Mr. Martin Schmieg	Independent	Financially Literate

(1)	A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.
(2)	An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.
(3)	Chair of the Audit Committee.