Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
BriaCell Therapeutics Corp.
(Name of Issuer)
COMMON SHARES, NO PAR VALUE
(Title of Class of Securities)
10778Y302
(CUSIP Number)
Marc Lustig
1 First Canadian Place
Toronto, Ontario M5X 1H3
Canada
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 1, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 10778Y302
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marc Lustig |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
OO
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,530,000 (1) | |
| 9 | SOLE
DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,530,000 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,530,000 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0% (2) |
| 14 | TYPE OF REPORTING PERSON
IN |
(1) Includes 1,530,000 common shares held by L5 Capital Inc.
(2) Based on 15,269,583 shares outstanding as of September 1, 2021.
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
L5 Capital Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUN DS
WC
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,530,000 | |
| 9 |
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,530,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,530,000 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0% (1) |
| 14 | TYPE OF REPORTING PERSON
CO |
(1) Based on 15,269,583 shares outstanding as of September 1, 2021.
| Item 1. | Security and Issuer |
This statement relates to the common shares, no par value (the “Shares”), of BriaCell Therapeutics Corp., a British Columbia corporation (the “Issuer”). The address of the principal executive office of the Issuer is Suite 300 – 235 15th Street, West Vancouver, BC V7T 2X1, Canada. All information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date hereof.
| Item 2. | Identity and Background |
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L5 Capital Inc.
(a)-(c) L5 Capital Inc., which is sometimes referred to in this statement as a “Reporting Person,” is a corporation formed under the laws of the province of British Columbia, Canada, and is wholly owned by Marc Lustig, its sole control person. Its principal business is as an investment company investing in securities. The Reporting Person has a business address at 1 First Canadian Place, Toronto, Ontario M5X 1H3, Canada.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated.
Marc Lustig
(a)-(c) Marc Lustig, who is sometimes referred to in this statement as a “Reporting Person,” is a member of the board of directors of the Issuer, and his present occupations include investor and entrepreneur, serving as a founding member of L5 Capital Inc. as well as Lustig Family Medical Cannabis Research & Care Fund of the Cedars Cancer Foundation. The Reporting Person has a business address at 1 First Canadian Place, Toronto, Ontario M5X 1H3, Canada.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated.
(f) The Reporting Person is a citizen of Canada.
| Item 3. | Source and Amount of Funds or Other Consideration |
The common shares were purchased by L5 Capital Inc. with working capital in open market purchases. L5 Capital Inc. expended an aggregate of $8,632,858.50 for the purchase of the common shares.
The Issuer is expected to issue Mr. Lustig options to purchase 100,000 common shares pursuant to the Company’s stock option plan at least 10 days after the filing of this Schedule 13D (the “Options”). The Options will have a term of five years, an exercise price of 85% of the closing price on the day immediately prior to issuance and will vest immediately upon issuance.
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the securities reported in this statement for investment purposes and, except for the potential to acquire additional common shares or with respect to the Options, has no plans or proposals which relate to or would result in any action described in paragraphs (a) through (j) of Item 4 of Schedule 13D. This disclosure does not address any plans or proposals which the Reporting Person may have or develop, or of which he may be or become aware, solely in his capacity as a director of the Issuer.
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 11 and 13 of the cover page to this Schedule 13D. As of the date hereof, the Reporting Persons beneficially own 1,530,000 common shares, which represents 10.0% of the Issuer’s common shares. |
| (b) | See Items 7 through 10 on the cover pages to this Schedule 13D. Each of L5 Capital Inc. and Mr. Lustig may be deemed to hold shared voting and dispositive power over 1,530,000 common shares of the Issuer. |
| (c) | Other than the open market purchases by L5 Capital Inc. below, no transactions in the shares of common stock of the Issuer have been effected by the Reporting Persons during the past 60 days. |
| Date | Transaction | Quantity | Price Per Share | |||||||
| June 3, 2021 | Purchase | 400,000 | $ | 6.75 | ||||||
| June 4, 2021 | Purchase | 100,000 | $ | 5.74 | ||||||
| June 7, 2021 | Purchase | 100,000 | $ | 5.27 | ||||||
| June 14, 2021 | Purchase | 50,000 | $ | 5.57 | ||||||
| June 18, 2021 | Purchase | 25,000 | $ | 5.54 | ||||||
| June 21, 2021 | Purchase | 50,000 | $ | 5.24 | ||||||
| June 25, 2021 | Purchase | 175,000 | $ | 5.47 | ||||||
| July 2, 2021 | Purchase | 100,000 | $ | 4.88 | ||||||
| July 6, 2021 | Purchase | 100,000 | $ | 4.98 | ||||||
| July 7, 2021 | Purchase | 50,000 | $ | 5.06 | ||||||
| July 8, 2021 | Purchase | 30,000 | $ | 5.17 | ||||||
| July 20, 2021 | Purchase | 25,000 | $ | 4.54 | ||||||
| July 22, 2021 | Purchase | 25,000 | $ | 4.45 | ||||||
| July 23, 2021 | Purchase | 20,000 | $ | 4.46 | ||||||
| July 29, 2021 | Purchase | 50,000 | $ | 5.20 | ||||||
| August 3, 2021 | Purchase | 230,000 | $ | 5.34 | ||||||
| (d) | To the best knowledge of the Reporting Persons, no person other than the Reporting Persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 1,530,000 common shares reported in Item 5(a). |
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| Item 7. | Material to Be Filed as Exhibits |
| 99.1 | Joint Filing Agreement |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: September 7, 2021 | /s/ Marc Lustig |
| Marc Lustig |
| Dated: September 7, 2021 | L5 Capital Inc. | |
| By: | /s/ Marc Lustig | |
| Name: | Marc Lustig | |
| Title: | Director | |