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BriaCell Therapeutics (BCTX)

Filed: 4 Aug 21, 9:43am

 

 

 

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. 1)*

 

BriaCell Therapeutics Corp.

(Name of Issuer)

 

Common shares, no par value

(Title of Class of Securities)

 

10778Y302

(CUSIP Number)

 

August 3, 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)
 [X]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
 
  L5 Capital 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
 
  British Columbia, Canada

 

NUMBER OF(5)SOLE VOTING POWER
 
SHARES1,530,000
 
BENEFICIALLY(6)SHARED VOTING POWER **
 
 0
OWNED BY 
 
EACH(7)SOLE DISPOSITIVE POWER
 
REPORTING1,530,000
 
PERSON WITH(8)SHARED DISPOSITIVE POWER **
 
 0
  

 

 (9)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  1,530,000
  
 (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)
 
  10.0% (1)
   
 (12)TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  CO
   

 

(1) Based on 15,269,583 shares outstanding as of August 3, 2021.

 

  
CUSIP No: 10778Y302  

 

 (1)NAMES OF REPORTING PERSONS
 
  Marc Lustig
 
 (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
 
  Canada

 

NUMBER OF(5)SOLE VOTING POWER
 
SHARES0 
 
BENEFICIALLY(6)SHARED VOTING POWER **
 
 1,530,000
OWNED BY 
 
EACH(7)SOLE DISPOSITIVE POWER
 
REPORTING0 
 
PERSON WITH(8)SHARED DISPOSITIVE POWER **
 
 1,530,000
  

 

 (9)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  1,530,000
  
 (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)
 
  10.0% (1)
   
 (12)TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  IN
   

 

(1) Based on 15,269,583 shares outstanding as of August 3, 2021.

 

  
CUSIP No: 10778Y302  

  

Item 1.

 

(a)Name of Issuer

 

BriaCell Therapeutics Corp. (the “Company”)

 

(b)Address of Issuer’s Principal Executive Offices

 

Suite 300 – 235 15th Street, West Vancouver, BC V7T 2X1

 

Item 2(a).Name of Person Filing

 

This statement is filed by:

 

 (i)L5 Capital Inc., a corporation incorporated under the laws of the province of British Columbia, Canada; and

 

 (ii)Marc Lustig, a Canadian individual

 

The Reporting Persons have entered into a joint filing agreement, dated as June 28, 2021, a copy of which was filed with the Reporting Persons’ Schedule 13G filed on June 28, 2021.

 

Item 2(b).Address of Principal Business Office or, if none, Residence

 

The principal business address of each of the Reporting Persons is as follows:

 

L5 Capital Inc.

1 First Canadian Place

Toronto, Ontario M5X 1H3

Canada

 

Marc Lustig

1 First Canadian Place

Toronto, Ontario M5X 1H3

Canada

 

Item 2(c).Citizenship

 

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

Item 2(d)Title of Class of Securities

 

Common shares, no par value

 

Item 2(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).

 

  
CUSIP No: 10778Y302  

  

(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:

 

Item 4.Ownership

 

 (a)Amount Beneficially Owned:

 

See responses to Item 9 on each cover page.

 

 (b)Percent of Class:

 

See responses to Item 11 on each 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 each cover page.

 

 (ii)Shared power to vote or to direct the vote:

 

See responses to Item 6 on each cover page.

 

 (iii)Sole power to dispose or to direct the disposition of:

 

See responses to Item 7 on each cover page.

 

 (iv)Shared power to dispose or to direct the disposition of:

 

See responses to Item 8 on each 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.

 

  
CUSIP No: 10778Y302  

 

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.Certification

 

By signing below, the undersigned certifies that, to the best of its 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.

 

  
CUSIP No: 10778Y302  

 

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: August 4, 2021

 

L5 Capital Inc. 
  
By:/s/ Marc Lustig 
Name:Marc Lustig 
Title:Director 
   
 /s/ Marc Lustig 
 Marc Lustig 

 

  
CUSIP No: 10778Y302  

 

EXHIBIT INDEX

 

EXHIBIT DESCRIPTION
I Filing Agreement (previously filed)