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 8.01. Other Events
On February 18, 2026, BriaCell Therapeutics Corp. (the “Company”) announced that it has entered into an asset purchase agreement (the “Purchase Agreement”) with its majority-owned subsidiary, BriaPro Therapeutics Corp. (“BriaPro”), pursuant to which BriaPro has agreed to acquire the Company’s exclusive license to develop and commercialize Soluble CD80 as a therapeutic agent for the treatment of cancer and certain related assets.
As consideration for the transfer of the exclusive license, BriaPro will issue to the Company 23,972,589 common shares of BriaPro, increasing the Company’s ownership interest in BriaPro to approximately 78% following the transaction. In addition, the Company has agreed to make available to BriaPro up to $3.0 million pursuant to a credit facility to support research and development activities, subject to the Company’s approval of each drawdown.
The transaction is expected to close on or about March 12, 2026, subject to customary closing conditions, including approval by the disinterested shareholders of BriaPro and receipt of an independent third-party valuation.
A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 18, 2026 | |
| 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 | |
| February 20, 2026 | William V. Williams |
| President and Chief Executive Officer |