BriaCell Therapeutics Corp. Announces Closing of Plan of Arrangement Spinning Out BriaPro Therapeutics Corp. to Existing Shareholders
August 31 2023 - 11:54AM
BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT)
("
BriaCell" or the "
Company"), a
clinical-stage biotechnology company that develops novel
immunotherapies to transform cancer care, today announces that the
Company has closed the previously announced plan of arrangement
spinout transaction (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"), were spun-out to BriaPro Therapeutics Corp.
("
SpinCo"), resulting in a 2/3rd owned subsidiary
of the Company with the remaining 1/3rd held by BriaCell
shareholders ("
BriaCell Shareholders").
Pursuant to the terms of the Arrangement, SpinCo
has acquired 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 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. The Company will remain listed on the NASDAQ Stock Market
and Toronto Stock Exchange, and SpinCo is an unlisted reporting
issuer in Canada.
Computershare Investor Services Inc.
("Computershare") will forward replacement
certificates to each Company shareholder that is entitled to
receive certificates, representing their allotted number of SpinCo
common shares and BriaCell common shares in accordance with the
Arrangement. Letters of transmittal have been mailed to registered
holders of BriaCell common shares, which must be completed and
returned to Computershare together with the share certificates of
BriaCell common shares at the address specified in the letter of
transmittal in order for Company shareholders to receive common
shares of SpinCo and new common shares of BriaCell. A copy of the
letter of transmittal is also available under the Company's profile
on SEDAR at www.sedar.com.
EARLY WARNING
As noted above, immediately following the
closing of the Arrangement, the Company controls 2/3rd of the
SpinCo common shares representing approximately 66.6% of the issued
and outstanding common shares of SpinCo.
As a result of the Arrangement, there are
approximately 47,945,178 SpinCo common shares issued and
outstanding. The Corporation now beneficially owns or controls
approximately 31,963,452 SpinCo common shares, representing 2/3rd
of the issued and outstanding SpinCo common shares.
The Company expects the new BriaCell common
shares to begin trading on or about September 5, 2023, under the
symbol "BCT".
For further details on the Arrangement and the
business of SpinCo following the Arrangement, please refer to the
Company's proxy statement dated July 24, 2023 which was mailed to
its shareholders and filed on the Company's SEDAR profile available
at www.sedar.com and with the U.S. Securities and Exchange
Commission on EDGAR at www.sec.gov, on August 31, 2023.
This news release is issued pursuant to National
Instrument 62-104 – Take-Over Bids and Issuer Bids and National
Instrument 62-103 – The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues. A copy of the related early
warning report will be filed with the applicable securities
commissions and be available under BriaCell's profile on SEDAR at
www.sedar.com.
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 management of BriaCell and are based on
assumptions and subject to risks and uncertainties. Although
management of BriaCell believes that the assumptions underlying
these statements are reasonable, they may prove to be incorrect.
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 BriaCell and
SpinCo. 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. 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.
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 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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