BriaCell Therapeutics Corp 美股招股说明书（2026年6月2日版）

(To Prospectus dated January 31, 2024) 1,449,300Common Shares BriaCell Therapeutics Corp. BriaCell Therapeutics Corp. (the “Company” or “BriaCell”) is offering 1,449,300 common shares, no par value, of the Company (the“common shares”), at an offering price of $3.25 per share, pursuant to this prospectus supplement and the accompanying base Our common shares are listed on the Nasdaq Capital Market and Toronto Stock Exchange (“TSX”) under the symbols “BCTX” and“BCT,” respectively, and our public warrants are listed on the Nasdaq Capital Market under the symbols “BCTXZ” and “BCTXL”. OnMay 29, 2026, the last reported sale price of our common shares on the Nasdaq Capital Market was $3.64 pershare and the last We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering.The placement agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplement and theaccompanying base prospectus. The placement agent has agreed to use its “reasonable best efforts” to arrange for the sale of thesecurities offered by this prospectus supplement. See the section entitled “Risk Factors” for more information. We will bear all costs We are subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the registration statement ofwhich this prospectus supplement forms a part. The aggregate market value of our common shares held by non-affiliates pursuant toGeneral Instruction I.B.6 of Form S-3 is approximately $33.5 million, which was calculated based on 7,248,479common sharesoutstanding held by non-affiliates, at a price of $4.62 per share, the closing price of our common shares on April 15, 2026. We havesold no securities pursuant toGeneral Instruction I.B.6of Form S-3 during the prior 12-calendar month period that ends on andincludes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currently We are an emerging growth company and a smaller reporting company under Rule 405 of the United States Securities Act of 1933, asamended (the “Securities Act”), and, as such, have elected to comply with certain reduced public company reporting requirements for Investing in these securities involves certain risks. See “Risk Factors” on page S-13 of this prospectus supplement and theaccompanying base prospectus, as well as the risk factors incorporated by reference into this prospectus supplement and Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or accompanying base prospectus is truthful or complete. Any The securities offered by this prospectus supplement and the accompanying prospectus have not been and will not be qualifiedfor sale under the securities laws of any province or territory of Canada or to any resident of Canada and may not be offeredor sold, directly or indirectly, in Canada, or to or for the account of any resident of Canada. This prospectus supplement and The delivery to purchasers of the securities in this offering is expected to be made on or about June 2, 2026, subject to satisfaction ofcertain customary closing conditions. ThinkEquity The date of this prospectus supplement is May 31, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the U.S.Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. This document is in two parts. The first partis this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained inthe accompanying base prospectus and the documents incorporated by reference herein. The second part, the accompanying baseprospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. To the extent there is a conflict between the information contained in this prospectus supplement and the We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, You should rely only on the information contained in this prospectus supplement or the accompanying base prospectus or incorporatedby reference herein and therein. We have not authorized, and the placement agent has not authorized, anyone to provide you withinformation that is different. The information contained in this prospectus supplement or the accompanying base prospectus