BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT)
(“BriaCell” or the “Company”), a clinical-stage biotechnology
company specializing in targeted immunotherapies for cancer,
announces today that its Board of Directors has unanimously
approved a potential reorganization (the “Transaction”) that would
result in the spin-out of certain pre-clinical pipeline assets of
the Company, specifically Bria-TILsRx™, and PKCδ inhibitors for
multiple indications including cancer (collectively, the “SpinCo
Assets”) to an unlisted corporation to own the SpinCo Assets
(“SpinCo”). On closing of the Transaction, it is anticipated that
the SpinCo Assets will be majority-owned, controlled, and governed
by BriaCell and owned by BriaCell shareholders of record who will
receive SpinCo Shares as defined herein.
Dr. William V. Williams, BriaCell’s President
and CEO stated, “Housing the SpinCo Assets in a new corporate
structure would be beneficial to both BriaCell shareholders and
SpinCo shareholders as we believe there is significant independent
value to be had from these assets. Developing them under a separate
entity allows us to unlock the development potential of the SpinCo
Assets as novel treatments for multiple diseases under a separate
balance sheet, allowing for maximizing both entities to maintain
their focus, while providing our shareholders the opportunity to
own shares in both companies.”
On closing of the Transaction, it is expected
that each share of BriaCell will be exchanged for one new share of
the post-Transaction Company and one common share of SpinCo (a
“SpinCo Share”). SpinCo Shares issued to BriaCell shareholders will
comprise 33.33% ownership of SpinCo Shares upon closing of the
Transaction. BriaCell shareholders who receive SpinCo Shares will
ultimately own shares in both companies: BriaCell, which will
continue with its mission to develop targeted immunotherapies for
cancer, and SpinCo, which will focus on the development of the
SpinCo Assets. SpinCo may seek funding subsequent to the closing of
the Transaction and will intend to use the majority of the proceeds
to advance the development of the SpinCo Assets.
It is anticipated that the SpinCo Shares will be
issued to BriaCell shareholders by way of a plan of arrangement
under the Business Corporations Act (British Columbia) (the “Act”).
BriaCell will retain SpinCo Shares representing 66.67% ownership of
SpinCo. It is intended that SpinCo will be managed by Dr. William
V. Williams, as President and CEO, and Mr. Gadi Levin, as CFO.
SpinCo's board of directors will consist of, BriaCell’s current
board of directors’ members including Dr. William V. Williams, Mr.
Martin E. Schmieg, and Dr. Jane A. Gross.
Following the Transaction, BriaCell will remain
listed on both the NASDAQ Stock Market and Toronto Stock Exchange,
and SpinCo will become an unlisted reporting issuer in Canada.
The Transaction will be implemented by way of a
court approved plan of arrangement under the Act. The Transaction
will require the approval of: (i) 66.67% of the votes cast by the
holders of BriaCell’s shares; and, if required, (ii) a simple
majority of the votes cast by holders of BriaCell’s shares after
excluding votes from certain shareholders as required under
Multinational Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions, at a special meeting of BriaCell’s
shareholders to be held to consider the Transaction (the
“Meeting”). In addition to shareholder approval, the Transaction is
also subject to the receipt of court approval and other customary
closing conditions for transactions of this nature.
Additional details of the Transaction will be
included in an information circular to be mailed to shareholders of
BriaCell in connection with the Meeting. Bennett Jones LLP is
acting as Canadian legal advisor to the Company. Sichenzia Ross
Ference LLP is acting as US legal advisor to the Company.
Strategic Rationale for the
Transaction
BriaCell believes that the Transaction will
increase shareholder value by allowing capital markets to ascribe
value to the SpinCo Assets independently of BriaCell’s core
immunotherapy assets. SpinCo will provide an opportunity for SpinCo
Assets to be funded and developed on their own.
About the SpinCo Assets
PKCδ Inhibitor: Therapeutics for
multiple disease indications including cancer
PKCδ, also called novel PKC, has been associated
with a number of diseases including cancer.
Selective inhibitors of PKCδ, have been shown to
be effective treatments for several animal models of cancer and
other diseases. SpinCo’s novel and highly selective PKCδ inhibitors
may be developed as candidates for multiple disease indications
including several tumor types.
Bria-TILsRx™: Multi-Specific Binding
Reagents - Immunotherapies for Cancer
Developed as potential immunotherapies for
cancer, SpinCo’s two novel Bria-TILsRx™s are multi-specific binding
reagents designed to act as potent immune cell activators and/or
immune checkpoint inhibitors. They are expected to selectively
target and destroy cancer cells without harming normal
(non-cancerous) cells. This may mean less severe side effects for
the treated cancer patients compared with those of alternative
therapies.
About BriaCell Therapeutics
Corp.
BriaCell is an immuno-oncology-focused
biotechnology company developing targeted and effective approaches
for the management of cancer. More information is available at
https://briacell.com/.
Safe Harbor
The forward-looking events and circumstances
discussed in this release may not occur and could differ materially
as a result of known and unknown risk factors and uncertainties
affecting the Company and SpinCo, including, but not limited to,
statements with respect to future events or future performance, the
completion and structure of the Transaction, anticipated
shareholder, court and regulatory approvals and the realization of
the anticipated benefits by any entity from the Transaction. All
statements, other than statements of historical fact, contained in
this press release are forward-looking statements. Forward-looking
statements contained in this press release may be identified by the
use of words such as “anticipate,” “believe,” “contemplate,”
“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “target,” “aim,”
“should,” “will,” “would,” or the negative of these words or other
similar expressions, although not all forward-looking statements
contain these words. Forward-looking statements are based on the
Company’s current expectations and are subject to inherent
uncertainties, risks, and assumptions that are difficult to
predict. Further, certain forward-looking statements are based on
assumptions as to future events that may not prove to be accurate.
These and other risks and uncertainties are described more fully
under the heading “Risks and Uncertainties” in the Company's most
recent Management’s Discussion and Analysis, under the heading
“Risk Factors” in the Company's most recent Annual Information
Form, and under “Risks and Uncertainties” in the Company's other
filings with the Canadian securities regulatory authorities and the
U.S. Securities and Exchange Commission, all of which are available
under the Company's profiles on SEDAR at
www.sedar.com and on EDGAR at
www.sec.gov. Forward-looking statements contained
in this announcement are made as of this date, and BriaCell
Therapeutics Corp. undertakes no duty to update such information
except as required under applicable law.
None of the securities to be issued pursuant to
the Transaction have been or will be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities
Act”), or any state securities laws, and any securities issuable in
the Transaction are anticipated to be issued in reliance upon
available exemptions from such registration requirements pursuant
to Section 3(a)(10) of the U.S. Securities Act and applicable
exemptions under state securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy securities.Neither
the Toronto Stock Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Toronto Stock Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Contact Information
Company Contact:William V.
Williams, MDPresident &
CEO1-888-485-6340info@briacell.com
Media Relations:Jules
AbrahamDirector of Public RelationsCORE
IR917-885-7378julesa@coreir.com
Investor Relations Contact:CORE
IRinvestors@briacell.com
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