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 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No.)*
BriaCell Therapeutics Corp.
(Name of Issuer)
Common shares, no par value
(Title of Class of Securities)
10778Y302
(CUSIP Number)
September 2, 2021
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(b) | |
| ☐ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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
K.J. Harrison & Partners Inc. |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| (3) | SEC USE ONLY
|
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
959,870 shares of common stock (1) |
| (6) | SHARED VOTING POWER **
0 | |
| (7) | SOLE DISPOSITIVE POWER
959,870 shares of common stock (1) | |
| (8) | SHARED DISPOSITIVE POWER **
0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,870 shares of common stock (1) |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.23% (2) |
| (12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
FI |
| (1) | Represents 959,870 shares of common stock held by the reporting person. Does not include 113,044 shares of common stock beneficially owned by the reporting person that are issuable upon exercise of warrants to purchase common stock, which warrants have a 4.99% beneficial ownership limitation. |
| (2) | Based on 15,269,583 shares outstanding as of September 2, 2021. |
| CUSIP No: 10778Y302 |
| Item 1. | Security and Issuer. |
| (a) | Name of Issuer: |
BriaCell Therapeutics Corp.
| (b) | Address of Issuer: |
Suite 300 – 235 15th Street,
West Vancouver, British Columbia V7T 2X1
| Item 2. | Identity and Background. |
| (a) | Name of Person Filing: |
K.J. Harrison & Partners Inc.
| (b) | Address of Principal Business Office or, if none, Residence: |
K.J. Harrison & Partners Inc.
60 Bedford Road
Toronto, Ontario M5R 2K2
Canada
| (c) | Citizenship or Place of Organization: |
Ontario, Canada
| (d) | Title of Class of Securities: |
Common shares, no par value
| (e) | CUSIP Number: |
10778Y302
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☒ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Canadian registered dealer with the Investment Industry Regulatory Organization of Canada and the Canadian Securities Administrators.
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
See responses to Item 9 on the cover page.
| (b) | Percent of Class: |
See responses to Item 11 on the cover page.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on the cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on the cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on the cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on the cover page.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: [ ]
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: September 13, 2021
| K.J. Harrison & Partners Inc. | ||
| By: | /s/ Joel Clark | |
| Name: | Joel Clark | |
| Title: | Chief Executive Officer | |