Exhibit 3.1
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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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):
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Securities registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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
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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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 31, 2023, 2023, BriaCell Therapeutics Corp. (the “Company”) amended its articles pursuant to the previously disclosed arrangement agreement (the “Agreement”). Prior to the completion of the Arrangement, the authorized share capital of the Company consisted of an unlimited number of the Company’s common shares (the “BriaCell Shares”), of which 15,981,726 BriaCell Shares were issued and outstanding. Upon completion of the Arrangement, pursuant to the amended notice of articles and articles of the Company, all BriaCell Shares were exchanged for new shares of the Company having identical rights and restrictions as the BriaCell Shares.
Pursuant to the Arrangement, the holders of the new BriaCell Shares (the “BriaCell Shareholders”) are entitled to one (1) vote per BriaCell Share at all meetings of BriaCell Shareholders. BriaCell Shareholders are entitled to receive dividends as and when declared by the board of directors of the Company and to receive a pro rata share of the assets of the Company available for distribution to BriaCell Shareholders in the event of the liquidation, dissolution or winding-up of the Company. All BriaCell Shares rank equally as to all benefits, which might accrue to the BriaCell Shareholders.
The foregoing description is qualified in its entirety by reference to the full text of each of the notice of articles, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
EXHIBIT INDEX
| Exhibit | Description | |
| 3.1 | Notice of Articles filed August 31, 2023 | |
| 3.2 | Notice of Articles filed August 31, 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 | |
| September 7, 2023 | William V. Williams President and Chief Executive Officer |
Exhibit 3.1
Exhibit 3.2
