---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-029604"
form_type: "8-K"
ticker: "BCTX"
cik: "0001610820"
company_name: "BriaCell Therapeutics Corp."
filed_at: "2023-08-21T23:59:59+00:00"
generated_at: "2026-06-11T06:15:45.863903+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# BriaCell shareholders approve spinout of BriaPro Therapeutics with 98.9% support

## Summary
- Shareholders approved Arrangement to spin out BriaPro Therapeutics (Bria-TILsRx, PKCδ inhibitors) with 98.92% votes.
- SpinCo will be a 2/3 owned subsidiary of BriaCell; each share gets one SpinCo share and one new BriaCell share.
- Closing expected on/around Aug 31, 2023, subject to final court approval on Aug 25 and regulatory approvals.
- SpinCo Option Plan approved (89.70% votes); August 2022 option grant ratified (99.10% votes).
- BriaCell remains listed on NASDAQ/TSX; SpinCo will become an unlisted reporting issuer in Canada.

## SEC filing metadata
- accession: 0001493152-23-029604
- form_type: 8-K
- ticker: BCTX
- cik: 0001610820
- company_name: BriaCell Therapeutics Corp.
- filed_at: 2023-08-21T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1610820/000149315223029604/0001493152-23-029604-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1610820/000149315223029604/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-029604
- JSON: https://secwatch.observer/filing/0001493152-23-029604.json
- Plain text: https://secwatch.observer/filing/0001493152-23-029604.txt

## Key facts
- Shareholder Votes
  BriaCell Therapeutics Corp. shareholders approved Approval of the SpinCo omnibus equity incentive plan at the 2023-08-18 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-08-18
  source text: Proposal 2. At the Meeting, a majority of the votes cast by shareholders of the Company on this proposal, approved the Spinco omnibus equity incentive plan (the “SpinCo Incentive Plan”). The result of the votes to approve the SpinCo Incentive Plan was as follows: For Against Abstain Broker Non-Votes 6,179,448 705,709 4,004 1
  evidence_url: https://www.sec.gov/Archives/edgar/data/1610820/000149315223029604/0001493152-23-029604-index.htm
- Shareholder Votes
  BriaCell Therapeutics Corp. shareholders approved Ratification and confirmation of grant of options to officers under former stock option plan at the 2023-08-18 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-08-18
  source text: Proposal 3. At the Meeting, a majority of the votes cast by shareholders of the Company on this proposal, upon approving the SpinCo Incentive Plan, ratified, confirmed and approved a grant of an aggregate of 180,100 options to acquire shares of the Company on August 2, 2022, granted under the Company’s stock option plan, which was superseded by the Company’s omnibus equity incentive plan, to the officers listed in the table below, on August 2, 2022 (the “ Award ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1610820/000149315223029604/0001493152-23-029604-index.htm
- Shareholder Votes
  BriaCell Therapeutics Corp. shareholders approved Approval of the arrangement agreement and plan of arrangement with SpinCo at the 2023-08-18 meeting.
  - Proposal: merger approval
  - Outcome: passed
  - Meeting: 2023-08-18
  source text: Proposal 1. At the Meeting, not less than two-thirds of the votes cast by shareholders of the Company cast on this proposal, approved the arrangement agreement), between the Company and BriaPro Therapeutics Corp. (“SpinCo”) and the statutory plan of arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia). The result of the votes to approve the arrangement agreement and the plan of arrangement was as follows: For Against Abstain Broker Non-Votes 6,814,983 71,082 3,097 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1610820/000149315223029604/0001493152-23-029604-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.