BriaCell Therapeutics Announces Closing of $5.0 Million Registered Direct Offering
May 17 2024 - 4:33PM
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 announced it has closed its previously announced
registered direct offering with healthcare-focused institutional
investors and a certain existing investor and a director of the
Company for the purchase and sale of 2,402,935 common shares of the
Company (or pre-funded warrants in lieu thereof) and warrants to
purchase up to an aggregate of 2,402,935 common shares of the
Company for aggregate gross proceeds of approximately $5.0 million
before deducting placement agent fees and other offering expenses
(the “
Offering”). Each common share (or pre-funded
warrant in lieu thereof) was sold together with one warrant to
purchase one common share at a combined purchase price of $2.00 to
the institutional investors and $2.215 to the existing investor and
director of the Company. The warrants have an exercise price of
$2.11 per share, will become exercisable six months from the date
of issuance and expire five years from the initial exercise date.
The Company intends to use the net proceeds from
this Offering for working capital and general corporate purposes
including, but not limited to, research and development studies,
including the Phase 3 pivotal study in advanced breast cancer, and
the patent and legal costs associated therewith, potential
repurchase of certain of our issued shares and warrants and for
general working capital purposes.
“We feel honored to have four high quality and
supportive shareholders that subscribed to our equity deal,
including a follow-on purchase from our Clinical Research
Organization (CRO)'s affiliate, Prevail Partners, LLC, an existing
shareholder, and a board of directors’ member,” stated Dr. William
V. Williams, BriaCell’s President & CEO. “Our long-standing
partners’ and investors’ deep understanding of our technology and
its potential is a great vote of confidence in our programs moving
forward.”
A.G.P./Alliance Global Partners acted as sole
placement agent for the Offering.
This Offering was made pursuant to an effective
shelf registration statement on Form S-3 (File No. 333-276650)
previously filed with the U.S. Securities and Exchange Commission
(the “SEC”) on January 22, 2024 and declared
effective on January 31, 2024. A final prospectus supplement
describing the terms of the Offering has been filed with the SEC
and, together with the based prospectus, is available on the SEC’s
website located at http://www.sec.gov. Electronic copies of the
prospectus supplement may be obtained by contacting A.G.P./Alliance
Global Partners, 590 Madison Avenue, 28th Floor, New York, NY
10022, by telephone at (212) 624-2060, or by email at
prospectus@allianceg.com. The Offering was also conducted on a
private placement basis in Canada in reliance upon available
exemptions from the prospectus requirements of applicable Canadian
securities laws. No Canadian prospectus was or will be filed in a
province or territory of Canada to qualify the securities in
connection with the Offering and the securities issued hereunder to
Canadian subscribers have a statutory hold period of four months
and one day from the date of issuance pursuant to applicable
securities laws. The Company relied upon the exemption set forth in
Section 602.1 of the TSX Company Manual, which provides that the
TSX will not apply its standards to certain transactions involving
eligible interlisted issuers on a recognized exchange, such as
Nasdaq.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Related Party Transaction
Disclosure
The Company advises that a director of the
Company participated in the Offering. Participation by directors in
the Offering is considered to be a “related party transaction” for
purposes of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI
61-101”). The Company relied on the exemption from the
formal valuation requirement in section 5.4 of MI 61-101 in
reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the
participation of the directors did not exceed 25% of the market
capitalization of the Company. The Company notes that it did not
file a material change report in respect of the related party
transaction at least 21 days before the completion of the Offering.
The Company deemed this circumstance reasonable in order to
complete the Offering in an expeditious manner.
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/.
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. Forward-looking
statements, including those about the Offering, and the contents of
all such statements and 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, including the ultimate use of the proceeds of the
Offering. 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.sedarplus.ca 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.
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 AbrahamCORE
IRjulesa@coreir.com
Investor Relations Contact:CORE
IRinvestors@briacell.com
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