UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
On August 18, 2023, BriaCell Therapeutics Corp. (the “Company”) held a special meeting of holders of common shares of the Company, virtually via live-audio only webcast (the “Meeting”). As of July 18, 2023, the date of record for determining the shareholders entitled to vote on the proposals presented at the Meeting, there were 15,981,726 common shares of the Company (“Common Shares”) issued and outstanding and entitled to vote at the Meeting. A total of 6,889,162 Common Shares, constituting a quorum, were represented personally 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 Securities and Exchange Commission (the “SEC”) on July 26, 2023. The final results for each of the matters submitted to a vote of the Company’s shareholders at the Meeting are as follows:
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 |
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 |
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options to acquire shares of the Company on August 2, 2022, granted under the Company’s stock option plan, which was superseded by the Company’s omnibus equity incentive plan, to the officers listed in the table below, on August 2, 2022 (the “Award”).
| Name and Position | Number of options outstanding | |||
| Dr. William V. Williams, Chief Executive Officer and President | 101,800 | |||
| Gadi Levin, Chief Financial Officer | 20,300 | |||
| Giuseppe Del Priore, Chief Medical Officer | 10,000 | |||
| Miguel Lopez-Lago, Chief Scientific Officer | 10,000 | |||
| Executive Group | 142,100 | |||
| Non-Executive Director Group | 0 | |||
| Non-Executive Officer Group | 0 | |||
| Other Non-Executives and Non-Officers | 38,000 | |||
The result of the votes to approve the Award was as follows:
| For | Against | Abstain | Broker Non-Votes | ||||
| 6,760,459 | 52,232 | 9,321 | 1 |
Item 8.01 Other Events
On August 18, 2023 the Company issued a press release announcing the voting results of the Meeting.
Item 9.01 Financial Statements and Exhibits
EXHIBIT INDEX
| Exhibit | Description | |
| 10.1 | Omnibus Equity SpinCo Incentive Plan (incorporated by reference from Schedule L to the Definitive Proxy Statement for the BriaCell Therapeutics Corp. Special Meeting of Shareholders, filed with the SEC on July 26, 2023). | |
| 99.1 | Press release issued August 18, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| BRIACELL THERAPEUTICS CORP. | |
| /s/ William V. Williams | |
| August 21, 2023 | William V. Williams |
| President and Chief Executive Officer |