BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT)
(“
BriaCell” or the “
Company”), a
clinical-stage biotechnology company specializing in targeted
immunotherapies for cancer, is pleased to announce that it has
entered into an arrangement agreement dated May 24, 2023 with
BriaPro Therapeutics Corp. (“
SpinCo”), a
wholly-owned subsidiary of the Company (the “
Arrangement
Agreement”) pursuant to which certain pre-clinical
pipeline assets of the Company, including Bria-TILsRx™ and protein
kinase C delta (PKCδ) inhibitors for multiple indications including
cancer (the “
SpinCo Assets”), will be spun-out to
SpinCo by way of a court approved statutory plan of arrangement
under the Business Corporations Act (British Columbia) (the
“
Arrangement”).
“As we focus our efforts on the upcoming pivotal
study of our lead clinical candidate, Bria-IMT™, in advanced
metastatic breast cancer, we believe that this strategy of spinning
out certain pre-clinical immunotherapies in a separate entity of
BriaPro Therapeutics Corp. will position them for success and will
create our shareholders value over the long term,” stated Dr.
William V. Williams, BriaCell’s President and CEO. “We continue
with our mission to develop novel immunotherapies to fight cancer
and improve patients’ lives whose medical needs are currently
unmet.”
Pursuant to the Arrangement Agreement, SpinCo
will acquire the entire right and interest in and to the SpinCo
Assets in consideration for the issuance by SpinCo to the Company
of SpinCo common shares (the “SpinCo Shares”).
Under the terms of the Arrangement, for each BriaCell share held
immediately prior to closing, BriaCell shareholders will receive
one (1) common share of SpinCo, and one (1) new common share of
BriaCell having the same terms and characteristics as the existing
BriaCell common shares. SpinCo Shares issued to BriaCell
shareholders will, in aggregate, represent 33.33% ownership of
SpinCo Shares upon closing of the Arrangement, with BriaCell
initially retaining a 66.67% ownership interest in SpinCo. 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.
Under the terms of the Arrangement, existing
holders of BriaCell warrants shall receive upon exercise of each
BriaCell warrant, for the original exercise price: one (1) BriaCell
common share and one (1) SpinCo Share for each BriaCell common
share that was issuable upon exercise of the BriaCell warrant.
Following the Arrangement, BriaCell will remain
listed on both the NASDAQ Capital Market
(“NASDAQ”) and Toronto Stock Exchange
(“TSX”), and SpinCo will become an unlisted
reporting issuer in Canada.
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.
BriaCell Director Approval and
Recommendation; Fairness Opinion
The board of directors of BriaCell unanimously
(a) determined that the Arrangement is in the best interests of
BriaCell and fair, from a financial point of view, to shareholders,
(b) approved the Arrangement and the Arrangement Agreement, and (c)
recommend that shareholders vote in favor of the Arrangement at the
special shareholder meeting described below.
In determining to support the Arrangement, the
BriaCell board relied in part on the opinion of BDO Canada LLP that
the consideration to be received by BriaCell shareholders under the
Arrangement is fair, from a financial point of view, to
shareholders. It is anticipated that a written fairness opinion,
which will describe the assumptions made, factors, and other
material background information considered and limitations and
qualifications on the review undertaken, will be included in the
BriaCell management information circular described below.
BriaCell Shareholder Meeting and Court
Approvals
The Arrangement requires approval by BriaCell
shareholders at a special meeting of shareholders expected to be
held in July 2023. Approval of the Arrangement must be obtained by
a special resolution passed by a majority of not less than
two-thirds of the votes cast by BriaCell shareholders who vote in
respect of the resolution. A management information circular with
details of the Arrangement will be made available to shareholders
through BriaCell's issuer profile on the System for Electronic
Document Analysis and Retrieval (SEDAR) website at www.sedar.com
and the Electronic Data Gathering, Analysis, and Retrieval system
(EDGAR) website at www.sec.gov.
The Arrangement must also be approved by the
Supreme Court of British Columbia. An interim order of the Court
will be applied for to prescribe certain procedural matters
relating to the special meeting of shareholders, followed by an
application for a final order to approve the Arrangement after the
special meeting of shareholders.
Subject to the satisfaction of all conditions to
closing set out in the Arrangement Agreement, it is anticipated
that the Arrangement will be completed by August 2023. Conditions
to closing include, inter alia, shareholder approval, required
court orders and TSX and NASDAQ approvals.
Arrangement Agreement
The Arrangement Agreement contains customary
terms, representations and warranties, covenants, conditions and
termination provisions for a transaction of this type. The
mechanics of the Arrangement are contained in the plan of
arrangement attached as a schedule to the Arrangement
Agreement.
United States Matters
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any securities and
shall not constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful. None of the securities to be issued pursuant to the
Arrangement 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 Arrangement 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.
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.
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
This press release contains “forward-looking
statements” that are subject to substantial risks and
uncertainties. 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. Examples of
forward-looking statements in this news release include statements
about: the closing of the Arrangement generally; the transfer of
SpinCo Assets to SpinCo; the approval of the transaction by
BriaCell shareholders, the TSX and NASDAQ, and the court; the
continued approval of the Arrangement by BriaCell directors and
their recommendation to vote in favor of the Arrangement; and the
satisfaction of conditions to closing. Forward-looking statements
are based on BriaCell’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 undertakes no duty to update such information except
as required under applicable law.
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, MD President & CEO1-888-485-6340info@briacell.com
Media Relations:Jules
AbrahamDirector of Public Relations CORE
IR917-885-7378julesa@coreir.com
Investor Relations Contact:CORE
IRinvestors@briacell.com
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