BriaCell Therapeutics Corp. (TSX: BCT, Nasdaq: BCTX, BCTXW)
("
BriaCell" or the "
Company"), a
clinical-stage biotechnology company that develops novel
immunotherapies to transform cancer care, is pleased to announce
that at a special meeting held today (the
"
Meeting"), shareholders of BriaCell
("
BriaCell Shareholders") approved a special
resolution (the "
Arrangement Resolution")
approving the previously-announced plan of arrangement (the
"
Arrangement") pursuant to which certain 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 BriaPro
Therapeutics Corp. ("
SpinCo"), resulting in a 2/3
owned subsidiary of the Company upon closing of the Arrangement
with the remaining 1/3 held by BriaCell shareholders. In addition,
BriaCell Shareholders also approved the adoption of a rolling 15%
stock option plan of SpinCo (the "
SpinCo Option Plan
Resolution") and the grant of certain stock options
granted by BriaCell in August 2022 (the "
Option Issuance
Resolution" and, together with the Spinco Option Plan
Resolution and the Arrangement Resolution, the
“
Resolutions”), all as further described in the
proxy statement of the Company dated July 24, 2023 (the
"
Proxy Statement").
A total of 43.11% of the issued and outstanding
common shares of the Company were represented either in person or
by proxy at the Meeting. Closing of the Arrangement remains subject
to a number of conditions, including final court approval scheduled
for August 25, 2023 and regulatory approvals. The Arrangement is
expected to close on or around August 31, 2023.
On a vote by ballot, the Resolutions were
approved, with common shares represented at the Meeting voting as
follows:
RESOLUTION |
FOR |
AGAINST |
WITHHELD/ ABSTAIN |
NON VOTE |
|
# |
% |
# |
% |
# |
% |
# |
% |
Arrangement Resolution |
6,814,983 |
98.92% |
71,082 |
1.03% |
3,097 |
0.04% |
0 |
0.00% |
SpinCo Option Plan Resolution |
6,179,448 |
89.70% |
705,709 |
10.24% |
4,004 |
0.06% |
1 |
0.00% |
Option Issuance Resolution |
6,760,459 |
99.10% |
52,232 |
0.77% |
9,321 |
0.14% |
1 |
0.00% |
The percentages above are percentages of the
votes cast at the Meeting.
Pursuant to the terms of the Arrangement, 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. 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 (retiring their old share)
having the same terms and characteristics as the existing BriaCell
common shares. August 31, 2023 is the expected record date for the
distribution contemplated by the Arrangement. Following the closing
of the Arrangement, the Company will remain listed on the NASDAQ
Stock Market and Toronto Stock Exchange, and SpinCo will become an
unlisted reporting issuer in Canada.
BriaCell will be seeking final court approval in
respect of the Arrangement on August 25, 2023, at 9:45 a.m. before
the Supreme Court of British Columbia located at the Courthouse, at
800 Smithe Street, Vancouver, British Columbia. Certain interested
parties are entitled to appear at the hearing and make submissions.
To appear at the hearing and make submissions, the requirements set
out in BriaCell's Proxy Statement, which is available under the
Company's profile on SEDAR at www.sedar.com and with the U.S.
Securities and Exchange Commission on EDGAR at www.sec.gov, must be
followed. Please refer to the Proxy Statement in its entirety for
further information.
About BriaCell Therapeutics
Corp.
BriaCell is a clinical-stage biotechnology
company that develops novel immunotherapies to transform cancer
care. More information is available at https://briacell.com/.
Cautionary Note Regarding
Forward-Looking Information
This release includes forward-looking
information (within the meaning of Canadian securities laws and
within the meaning of the United States Private Securities
Litigation Reform Act of 1995) regarding BriaCell and its business.
Often but not always, forward-looking information can be identified
by the use of words such as "expect", "intends", "anticipated",
"believes" or variations (including negative variations) of such
words and phrases, or state that certain actions, events or results
"may", "could", "would" or "will" be taken, occur or be achieved.
Such statements are based on the current expectations and views of
future events of the management of BriaCell and are based on
assumptions and subject to risks and uncertainties. Although the
management of BriaCell believes that the assumptions underlying
these statements are reasonable, they may prove to be incorrect.
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
companies. Although BriaCell has attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events
or results to differ from those anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on any
forward-looking statements or information. No forward-looking
statement can be guaranteed. Except as required by applicable
securities laws, forward-looking statements speak only as of the
date on which they are made and BriaCell does not undertake any
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise. Additional information relating to BriaCell,
including its annual information form, can be located on the SEDAR
website at www.sedar.com and on the EDGAR section of the SECs
website at www.sec.gov.
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, have approved the contents of this
release or accept responsibility for the adequacy or accuracy of
this release.
Contact Information
Company ContactWilliam V.
Williams, MD President & CEO1-888-485-6340Info@briacell.com
Media Relations:Jules
AbrahamDirector of PublicRelations CORE
IR917-885-7378julesa@coreir.com
Investor Relations Contact:CORE
IRinvestors@briacell.com
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