BriaCell Therapeutics Corp. Closes Debt Financing
November 17 2020 - 4:15PM
BriaCell Therapeutics Corp.
("BriaCell" or the
"Company") (TSX-V:BCT) (OTCQB:BCTXF), a
clinical-stage biotechnology company specializing in targeted
immunotherapy for advanced breast cancer, is pleased to announce
that it has closed a brokered private placement (the
"
Offering") of an unsecured convertible debenture
unit of the Company (the "
Unit") to a single
subscriber, purchased at a price of $375,000, less an original
discount of approximately 29.33%, for aggregate gross proceeds of
$265,000.
The Unit is comprised of (A) $375,000 principal
amount (“Principal Amount”) of a 5.0% convertible
unsecured debenture of the Company (the
“Debenture”), due on the earlier of (i) 5 years
from the issue date; (ii) the Company receiving $2,000,000 or more
by way of private placement or public offering; or (iii) such
earlier date as the principal amount hereof may become due, subject
to extension upon mutual agreement of the Company and the holder of
the Debenture; and (B) 69,188 common share purchase warrants of the
Company (“Warrants”).
The Debenture is convertible, at the option of
the holder thereof, from the period beginning on May 16, 2021,
until the repayment of the Debenture in full, into that number of
common shares of the Company (“Common Shares”)
computed on the basis of the principal amount of the Debenture
divided by the conversion price of $5.42 per Common Share (the
“Conversion Price”).
Each Warrant entitles the holder thereof to
purchase one Common Share of the Company (each a “Warrant
Share”) for a period of five (5) years from the Closing
Date at a price of $5.42 per Warrant Share, subject to adjustment
as set forth in the Warrants. Each Warrant may also be exercised by
presentation and surrender of the Warrant to the Company with a
written notice of the Subscriber’s intention to effect a cashless
exercise.
The Debenture will bear interest at a rate of
5.0% per annum and the Debenture may be prepaid in full or in part
by the Company during the initial 120 day period after issuance of
the Debenture without penalty. After 120 days, and only if the
Company elects to prepay the Debenture prior to November 16, 2021,
the Company will be required to pay a cash prepayment penalty equal
to 35% of the Principal Amount of the Debenture (the
“Prepayment Penalty”). In the event of default on
the Debenture, the interest rate will increase to 12% per annum and
a cash penalty payment equal to 40% of the Principal Amount of the
Debenture will be added to the Principal Amount of the Debenture
(the “Default Penalty”); and the Principal Amount,
any accrued and unpaid interest and any other amount owing pursuant
the Debenture, including any Prepayment Penalty and/or Default
Penalty outstanding at that time shall be accelerated, and shall
become immediately due and payable at the option of the holder.
In consideration for the services rendered by
ThinkEquity, a division of Fordham Financial Management, Inc. (the
"Broker"), the Broker received a cash commission
of $26,500.00 from the Company in connection with the Offering. As
additional consideration, the Company also issued to the Broker
4,890 non-transferable compensation warrants (the
"Compensation Warrants"). Each Compensation
Warrant is exercisable to acquire one Common Share at an exercise
price of $5.42 at any time in whole or in part for a period of five
(5) years from the Closing Date.
The completion of the Offering is subject to the
final approval of the TSX Venture Exchange. All securities issued
pursuant to the Offering will be subject to a hold period of four
months and one day from the date of issuance, in accordance with
applicable securities legislation.
The Company also wishes to announce that Richard
Berman ("Mr. Berman") has tendered his resignation
as a director of the Company with effect from October 26, 2020. The
Board takes this opportunity to express its very sincere gratitude
to Mr. Berman for his valuable contribution to the Board and the
Company. There is no matter in relation to his resignation that
needs to be brought to the attention of the shareholders of the
Company.
About BriaCell
BriaCell is an immuno-oncology focused
biotechnology company developing targeted and effective approaches
for the management of cancer.
For additional information on BriaCell, please
visit: https://briacell.com/.
Cautionary Note Regarding Forward-Looking
Information
Except for the statements of historical fact, this
news release contains "forward-looking information" within the
meaning of the applicable Canadian securities legislation (also
known as "forward-looking statements") which are subject to known
and unknown risks relevant to the Company in particular and to the
biotechnology and pharmaceutical industries in general,
uncertainties and other factors that may cause actual events to
differ materially from current expectation. These risks are more
fully described in the Company's public filings available at
www.sedar.com.
These forward-looking statements include, but are
not limited to, BriaCell’s plans, objectives, expectations and
intentions. Such forward-looking statements reflect BriaCell's
current beliefs and are based on information currently available to
management. Although the forward-looking statements contained in
this news release are based upon what BriaCell believes are
reasonable assumptions, there can be no assurance that actual
results will be consistent with these forward-looking
statements.
Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this press release. The Company disclaims any intention or
obligation, except to the extent required by law, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contact Information
For further information, please contact:
BriaCell Therapeutics
Corp.:William V. Williams, MDPresident & CEOPhone:
1-888-485-6340
BriaCell Therapeutics
Corp.:Farrah DeanManager, Corporate DevelopmentEmail:
farrah@BriaCell.com Phone: 1-888-485-6340
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