SCHEDULE: Iroquois Capital Discloses BriaCell Stake, Warrants Limited by 4.99% Blocker

Iroquois Capital Management, LLC, Richard Abbe, and Kimberly Page have filed an amended Schedule 13G disclosing their beneficial ownership in BriaCell Therapeutics Corp., including warrants subject to a 4.99% ownership blocker.

Summary

• Iroquois Capital Management, LLC, Richard Abbe, and Kimberly Page (the "Reporting Persons") have filed an amended Schedule 13G regarding their beneficial ownership in BriaCell Therapeutics Corp.
• Iroquois Capital Management, LLC and Kimberly Page each beneficially own 57,200 shares, representing 2.95% of the class.
• Richard Abbe beneficially owns 98,944 shares, representing 4.99% of the class.
• These ownership figures include shares issuable upon the exercise of warrants.
• Warrants held by Iroquois Master Fund Ltd. are exercisable for up to 57,200 shares, and warrants held by Iroquois Capital Investment Group LLC are exercisable for up to 106,167 shares.
• A key provision in the warrants, known as "Beneficial Ownership Blockers," prevents exercise if it would result in the holder owning more than 4.99% of the outstanding Common Stock.
• Due to these blockers, the Reporting Persons were unable to exercise all of their warrants as of the filing's event date.
• BriaCell Therapeutics Corp. had 1,883,906 shares outstanding as of August 25, 2025.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership. While the ownership blockers are a notable detail, they are a pre-existing condition of the warrants and do not inherently convey a positive or negative sentiment about the company's current performance or future prospects. It simply clarifies the extent of the reporting persons' current and potential stake.

Positives

• The Reporting Persons, including Iroquois Capital Management, LLC, maintain a significant beneficial ownership stake in BriaCell Therapeutics Corp., indicating continued investment interest.
• The presence of warrants suggests a prior investment and potential for future equity conversion, subject to limitations.

Negatives

• The 4.99% Beneficial Ownership Blockers prevent the Reporting Persons from fully exercising all their warrants, limiting their potential upside and influence.
• The inability to fully exercise warrants means a portion of their potential investment in BriaCell Therapeutics Corp. remains unrealized.

Risks

• The Beneficial Ownership Blockers limit the Reporting Persons' ability to increase their stake beyond 4.99%, potentially restricting their influence or ability to capitalize on future share price appreciation from warrant exercise.
• The value of the unexercised warrants is subject to the future performance of BriaCell Therapeutics Corp.'s stock price and the terms of the warrants.

Future Outlook

This filing is a disclosure of current beneficial ownership and does not provide forward-looking statements or guidance from the issuer or the reporting persons regarding the issuer's future performance.

Management Comments

• "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 §§ 240.14a-11."

Industry Context

This filing is a routine disclosure of beneficial ownership by an investment firm and its principals in a publicly traded company. It does not provide information on broader industry trends or competitive landscape. The company, BriaCell Therapeutics Corp., is a biotechnology company, and investment in such companies often involves warrants as part of financing rounds.

Related Party Transactions

• Richard Abbe and Kimberly Page are directors of Iroquois Master Fund Ltd. (IMF), and Mr. Abbe is the President of Iroquois Capital Management LLC, which is the investment advisor for IMF. Mr. Abbe also has sole authority for investments made on behalf of Iroquois Capital Investment Group LLC (ICIG). This establishes the relationships among the Reporting Persons and the entities holding the warrants.

Stakeholder Impact

• Shareholders: The disclosure provides transparency regarding significant beneficial ownership by an institutional investor and its principals, which can be a signal of confidence or interest. The 4.99% ownership blocker on warrants limits the potential for a single large holder to rapidly increase their stake and exert greater control.
• Company Management: Awareness of significant beneficial ownership and its limitations (like the blockers) can influence strategic decisions regarding investor relations and potential future financing.

Next Steps

• The Reporting Persons will file further amendments to Schedule 13G if there are material changes to their beneficial ownership of BriaCell Therapeutics Corp.

Key Dates

Recommendation

This Schedule 13G filing is a routine disclosure of beneficial ownership and does not contain new financial performance data or strategic updates from BriaCell Therapeutics Corp. that would warrant a change in investment recommendation. The details about the warrants and ownership blockers are specific to the reporting persons' investment structure and do not provide a basis for a "buy" or "sell" recommendation for the issuer's stock. An investor would need more comprehensive information, such as financial results, clinical trial updates, or strategic announcements, to make an informed decision. Therefore, a "hold" recommendation is appropriate as this filing alone does not alter the fundamental investment thesis.

Keywords

BriaCell Therapeutics, Iroquois Capital, Schedule 13G, Beneficial Ownership, Warrants, Ownership Blocker, SEC Filing, Common Shares, Investment Management, Richard Abbe, Kimberly Page