Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-276650
PROSPECTUS SUPPLEMENT
(to
Prospectus dated January 22, 2024)
2,302,935 Common Shares
Pre-Funded Warrants to purchase
up to 100,000 Common Shares
Common Warrants to purchase up to
2,402,935 Common Shares
Up
to 100,000 Common Shares Underlying the Pre-Funded Warrants
Up
to 2,402,935 Common Shares Underlying the Common Warrants
Placement Agent Warrants to purchase up to 50,000 Common Shares
Up to 50,000 Common Shares Underlying the
Placement Agent Warrants
We
are offering 1,400,000 common shares, without par value per share, pre-funded warrants (the “Pre-funded Warrants”)
to purchase up to 100,000 common shares, and accompanying common share warrants to purchase up to 1,500,000 common shares
(the “Common Warrants”, and together with the Pre-funded Warrants, the “Warrants”) (and the common shares issuable
from time to time upon exercise of such Warrants) at (i) a combined offering price of $2.00 per common share and accompanying
Common Warrant to purchase common shares for each one common share purchased, and (ii) a combined offering price of $1.9999 per
Pre-funded Warrant to purchase one common share and accompanying Common Warrant to purchase one common shares for each common
share subject to a Pre-funded Warrant, in each case in this offering pursuant to this prospectus supplement and the accompanying prospectus.
We are offering 902,935 common shares and Common Warrants to purchase 902,935 common shares to a director of the Company at a combined
offering price of $2.215.
The Common Warrants have an exercise price of $2.11 per common
share and, subject to certain ownership limitations described herein, the Common Warrants will be exercisable six months from
the date of issuance and will expire on the date that is five years following the initial exercise date. The Pre-funded
Warrants have an exercise price of $0.0001 and, subject to certain ownership limitations described herein, will be
exercisable immediately and will expire when exercised in full. For purposes of clarity, each common share or Pre-funded Warrant to
purchase one common share is being sold together with a Common Warrant to purchase one common share. We are also offering the
common shares that are issuable from time to time upon exercise of the Common Warrants and the Pre-funded Warrants. This
prospectus supplement also relates to the offering of Placement Agent Warrants (as defined below) and common shares issuable upon
exercise of the Placement Agent Warrants.
We
are offering the Pre-funded Warrants to purchase common shares (and the common shares issuable from time to time upon exercise of the
Pre-funded Warrants), in lieu of common shares, to investors whose purchase of common shares in this offering would otherwise result
in any such investor, together with its affiliates, beneficially owning more than 4.99% (or, at the election of such investor, 9.99%)
of our outstanding common shares immediately following the consummation of this offering, in lieu of common shares that would otherwise
result in such investor’s beneficial ownership exceeding 4.99% (or, at the election of such investor, 9.99%) of our outstanding
common shares. Each Pre-funded Warrant will be exercisable for one common share at an exercise price of $0.0001 per common share.
The combined offering price per Pre-funded Warrant and accompanying Common Warrant to purchase one common share is equal to the
combined offering price per common share and accompanying Common Warrant, less $0.0001. The common shares or Pre-funded Warrants,
as applicable, and the accompanying Common Warrants, can only be purchased together in this offering but will be issued separately and
will be immediately separable upon issuance.
Our
common shares are listed on the Nasdaq Capital Market and Toronto Stock Exchange (“TSX”) under the symbols ‘BCTX’
and ‘BCT’ respectively and the public warrants are listed on the Nasdaq Capital Market under the symbol ‘BCTXW’.
On May 14, 2024, the last reported sale price
of our common shares on the Nasdaq Capital Market was $2.11 per common share and the last reported sale price of our public warrants
on the Nasdaq Capital Market was $0.8319 per warrant. There is no established public trading market for the Pre-funded Warrants
or the Common Warrants, and we do not expect a market to develop.
We
have engaged A.G.P./Alliance Global Partners, or the Placement Agent, to act as our exclusive Placement Agent in connection with this
offering. The Placement Agent has used its reasonable best efforts to arrange for the sale of the securities offered by this
prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is not required
to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent the
Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. Any proceeds
from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able
to use such funds to effectively implement our business plan. See the section entitled “Risk Factors” for more information.
We will bear all costs associated with the offering. See “Plan of Distribution” on page S-18 of this prospectus supplement
for more information regarding these arrangements.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-10 of this prospectus supplement
and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus
for a discussion of certain risks you should consider before investing in our securities.
| |
Per Common Share and Accompanying Common Warrant | | |
Per Pre-Funded Warrant and Accompanying Common Warrant | | |
Total | |
Offering price (1) | |
$ | 2.00 | | |
$ | 1.9999 | | |
$ | 1,999,990 | |
Placement Agent’s Fees
(2) | |
$ | 0.14 | | |
$ | 0.14 | | |
$ | 140,000 | |
Proceeds to us, before expenses (3) | |
$ | 1.86 | | |
$ | 1.86 | | |
$ | 1,859,990 | |
| |
Per Common Share and Accompanying Common Warrant | | |
Total | |
Offering price (4) | |
$ | 2.00 | | |
$ | 1,000,000 | |
Placement Agent’s
Fees (5) | |
$ | 0.07 | | |
$ | 35,000 | |
Proceeds to us, before expenses (3) | |
$ | 1.93 | | |
$ | 965,000 | |
| |
Per Common Share and Accompanying Common Warrant | | |
Total | |
Offering price for director (6) | |
$ | 2.215 | | |
$ | 2,000,000 | |
Placement Agent’s
Fees (5) | |
$ | 0.078 | | |
$ | 70,000 | |
Proceeds to us, before expenses (3) | |
$ | 2.137 | | |
$ | 1,930,000 | |
| (1) | 900,000
common shares and accompanying Common Warrants to purchase up to 900,000 common shares; Pre-Funded
Warrants to purchase up to 100,000 common shares and accompanying Common Warrants to purchase
up to 100,000 common shares. |
| (2) | We
have agreed to pay the Placement Agent a total cash fee equal to 7% of the gross proceeds
of the offering and to issue the Placement Agent or its designees warrants to purchase
a number of common shares equal to 5% of the aggregate number of common shares or Pre-funded
Warrants sold in this offering, excluding securities issued to certain identified investors
(the “Placement Agent Warrants”). We have also agreed to reimburse the Placement
Agent for its accountable offering-related legal expenses in an amount up to $85,000 and
pay the Placement Agent a non-accountable expense allowance of up to $50,000. See
“Plan of Distribution” for a description of the compensation payable to the Placement
Agent. |
| (3) | The amount of the offering proceeds to us presented in these tables do
not give effect to any exercise of the Common Warrants or Pre-Funded Warrants being issued in this offering. |
| (4) | 500,000
common shares and accompanying Common Warrants to purchase up to 500,000 common shares. |
| (5) | For certain identified investors, we have agreed to pay the Placement Agent
a reduced fee of 3.5% of the gross proceeds received from such investors. |
| (6) | 902,935
common shares and accompanying Common Warrants to purchase up to 902,935 common shares. |
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
Delivery
of the securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about
May 17, 2024, subject to the satisfaction of certain closing conditions.
________________________
Sole Placement Agent
A.G.P
The
date of this prospectus supplement is May 14, 2024.
Table
of Contents
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying base prospectus are part of a “shelf” registration statement on Form S-3 that
we filed with the U.S. Securities and Exchange Commission (the “SEC”), using a “shelf” registration process.
This prospectus supplement describes the specific terms of this offering. The accompanying base prospectus, including the documents incorporated
by reference therein, provides general information about us, some of which, such as the section therein titled “Plan of Distribution,”
may not apply to this offering. Generally, when we refer to this prospectus supplement, we are referring to both this prospectus supplement
and the accompanying base prospectus, combined.
We
urge you to carefully read this prospectus supplement, the accompanying base prospectus, the documents incorporated by reference herein
and therein and the additional information under the headings “Where You Can Find More Information” and “Information
Incorporated by Reference” before buying any of the securities being offered under this prospectus supplement. These documents
contain information you should consider when making your investment decision.
You
should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus.
We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. This prospectus supplement may add, update or change information contained
in the accompanying base prospectus. To the extent any information in this prospectus supplement is inconsistent with the accompanying
base prospectus, you should rely on the information in this prospectus supplement. The information in this prospectus supplement will
be deemed to modify or supersede the information in the accompanying base prospectus and the documents incorporated by reference therein,
except for those documents incorporated by reference therein which we file with the SEC after the date of this prospectus supplement.
You
should not assume that the information contained or incorporated by reference in this prospectus supplement and the accompanying base
prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus supplement and the accompanying
base prospectus or on any date subsequent to the date of the document incorporated by reference herein or therein, as applicable. Our
business, financial condition, results of operations and prospects may have changed since those dates.
We
are offering to sell, and seeking offers to buy, the securities described in this prospectus supplement only in jurisdictions where offers
and sales are permitted. The distribution of this prospectus supplement and the offering of the securities in certain jurisdictions may
be restricted by law. Persons outside the United States who come into possession of this prospectus supplement must inform themselves
about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus supplement outside
the United States. This prospectus supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation
of an offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for
such person to make such an offer or solicitation.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference into this prospectus supplement or the accompanying base prospectus were made solely for the benefit
of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements,
and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants
were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately
representing the current state of our affairs.
Purchasers of common shares and Warrants are advised that none of the securities will be qualified for distribution
in any jurisdiction of Canada, and may not be traded through the facilities of the TSX or any other Canadian stock exchange, or otherwise
in a jurisdiction of Canada. By purchasing common shares and Warrants hereunder, each purchaser thereof will be deemed to have represented
and warranted to the Company that such purchaser (i) is acquiring the securities solely for its own account and beneficial interest for
investment purposes, and not for sale or with a view to distribution in Canada, and (ii) has no present intention of selling the securities
through the facilities of the TSX or any other Canadian stock exchange, or otherwise in a jurisdiction of Canada, and does not presently
have any reason to expect a change in such intention. Notwithstanding the foregoing, common shares and Warrants issued in Canada
or to, or for the account or benefit of, persons in Canada will be issued and delivered in physically certificated form. See “Plan
of Distribution”.
Unless
otherwise expressly indicated or the context otherwise requires, we use the terms “BriaCell,” the “Company,”
“we,” “us,” “our” or similar references to refer to BriaCell Therapeutics Corp. and its subsidiaries.
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our
website address is https://briacell.com. The information on our website, however, is not, and should not be deemed to be, a part of this
prospectus supplement.
This
prospectus supplement is part of a registration statement that we filed with the SEC and does not contain all of the information in the
registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Statements in this prospectus
supplement about these documents are summaries, and each statement is qualified in all respects by reference to the document to which
it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of
the registration statement through the SEC’s website, as provided above.
INFORMATION
WE INCORPORATE BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with it, which means
that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered
to be part of this prospectus supplement. Any statement contained herein or in a document incorporated or deemed to be incorporated by
reference into this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement
contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document
modifies or supersedes the statement. We incorporate by reference in this prospectus supplement the following information (other than,
in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
● |
our
Annual Report on Form 10-K for the fiscal year ended July 31, 2023, filed with the SEC on October 25, 2023; |
|
|
● |
our
Quarterly Report on Form 10-Q for the quarter ending October 31, 2023, filed with the SEC on December 14, 2023; |
|
|
● |
our
Quarterly Report on Form 10-Q for the quarter ending January 31, 2024, filed with the SEC on March 18, 2024; |
|
|
● |
our
Current Reports on Form 8-K filed with the SEC on August
21, 2023; August
25, 2023; August
31, 2023; August
31, 2023; September
7, 2023; December
20, 2023 and January
31, 2024. |
|
|
● |
our
Definitive Proxy Statement for our Annual General Meeting of Shareholders on Form DEF 14A, filed with the SEC on January 9, 2024;
and |
|
|
● |
our
Form 8-A12B, filed with the SEC on February 23, 2021, including any subsequent amendments or reports filed for the purpose of updating
such description. |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in this prospectus
supplement, prior to the termination of this offering, but excluding any information furnished to, rather than filed with, the SEC, will
also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of
the filing of such reports and documents. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. We will not, however, incorporate by reference in this prospectus
any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant
to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except to the extent, specified
in such Current Reports.
We
will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered,
upon written or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus supplement,
other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents. Requests may
be made by telephone at
BriaCell
Therapeutics Corp.
235
15th Street, Suite 300
West
Vancouver, BC, V7T 2X1
604-921-1810
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights information contained elsewhere in this prospectus supplement, the accompanying base prospectus and the documents
incorporated by reference herein and therein. This summary does not contain all of the information that you should consider before deciding
to invest in our securities. You should read this entire prospectus supplement and the accompanying base prospectus carefully, including
the section entitled “Risk Factors” in this prospectus supplement and our financial statements and the related
notes and the other information incorporated by reference into this prospectus supplement and the accompanying base prospectus, before
making an investment decision.
Our
Company
Overview
BriaCell
Therapeutics Corp. (the “Company”), is a clinical-stage biotechnology company that is developing novel immunotherapies to
transform cancer care. Immunotherapies have come to the forefront in the fight against cancer as they harness the body’s own immune
system to recognize and destroy cancer cells. The Company is currently advancing its Bria-IMT™ targeted immunotherapy in combination
with an immune check point inhibitor (Retifanlimab) in a pivotal1 Phase 3 study in advanced metastatic breast cancer. Bria-IMT™
is currently under Fast Track Designation by the U.S. FDA intended to accelerate the review process of novel treatments that address
unmet medical needs. Positive completion of the pivotal study, following review by FDA, could lead to full approval of the Bria-IMT™
immune checkpoint inhibitor combination in advanced metastatic breast cancer. BriaCell reported benchmark-beating patient survival and
clinical benefit in advanced metastatic breast cancer with median overall survival of 13.4 months in BriaCell’s advanced metastatic
breast cancer patients vs. 6.7-9.8 months for similar patients reported in the literature in its Phase 2 study of Bria-IMT™ combination
study with retifanlimab at the 2023 San Antonio Breast Cancer Symposium. A completed Bria-IMT™ Phase 1 combination study with retifanlimab
(an anti-PD1 antibody manufactured by Incyte) confirmed tolerability and early-stage efficacy. BriaCell is also developing a personalized
off-the-shelf immunotherapy, Bria-OTS™, which provides a platform technology to develop personalized off-the-shelf immunotherapies
for numerous types of cancer, and a soluble CD80 protein therapeutic which acts both as a stimulator of the immune system as well as
an immune checkpoint inhibitor.
Recent
Announcements and Developments
On January 4, 2024, BriaCell disclosed
images of a recently reported remarkable responder in the Phase 2 study of BriaCell’s Bria-IMT™ combination regimen. The
patient had metastatic breast cancer behind her eye, causing proptosis (eye-bulging) and significant pain that were both markedly reduced
with BriaCell’s treatment. The images show magnetic resonance imaging (MRI) of the orbital tumor. The pre-treatment MRI image shows
the tumor in the right orbit behind the eye with the eye not being visible pre-treatment in that plane. After treatment with the Bria-IMT™
regimen, the eye becomes visible in the same plane as it has regained its normal position. There was resolution of proptosis post treatment
with the Bria-IMT™ regimen with reduction in tumor volume as shown in additional images. BriaCell had previously reported a similar
case of a remarkable response with resolution of an eye-bulging orbital tumor. That particular patient had received (and failed) 12 regimens
with 16 agents (including 13 chemotherapies) prior to BriaCell’s combination therapy, again adding to the remarkable nature of her
response. These two patient responses are included in BriaCell’s recently reported 71% intracranial objective response rate (iORR)
in breast cancer patients with Central Nervous System (CNS) metastases treated with Bria-IMT™.
On February 6, 2024, BriaCell announced
initiation of Good Manufacturing Practice (GMP) of its lead candidate for treating prostate cancer, Bria-Pros+. GMP manufacturing of
Bria-Pros+ will provide clinical supplies for planned clinical trial use. As presented at the Society for the Immunotherapy of Cancer
(SITC) meeting 2023, the pre-clinical proof-of-concept data demonstrated both feasibility and efficacy of BriaCell’s platform of
cellular cancer vaccines overall, with specific emphasis on Bria-Pros+. BriaCell genetically engineers cancer cell lines to produce cytokines
and co-stimulatory factors that significantly increase immune stimulation compared to the unmodified (parent) cancer cell lines. These
cell lines also express patient-specific Human leukocyte antigens (HLA) alleles and potentially provide personalized off the shelf treatment.
1
“Pivotal” is an industry term referring to a Phase 3 clinical study intended to show and confirm the safety and efficacy
of a treatment.
In the realm of cancer immunotherapy,
the objective is to restore the body’s natural anti-tumor immunity. Despite notable progress, current approaches often fall short of
achieving curative outcomes, primarily because they target specific immune processes, resulting in only partial restoration of the body’s
inherent anti-cancer immunity.
An optimal cancer immunotherapy should
initiate or reinstate a persistent anti-tumor immune response via both complementary and diverse mechanisms resulting in a self-sustaining
cycle of cancer immunity by both the innate and adaptive immune responses. The data highlighted at the SITC meeting demonstrated that
Bria-Pros+ could effectively activate the natural immune response against tumor cells by both expressing cancer antigens, and by modulating
the activity of innate and adaptive immune cells. These include helper T cells (CD4+), cytotoxic (killer) T cells (CD8+), and natural
killer cells (both Classical NK cells and NKT cells).
According to 2024 Cancer Facts &
Figures, prostate cancer is projected to be the most common cancer among men in 2024. With 299,010 new cases estimated to be diagnosed
in 2024 and 35,250 projected deaths from prostate cancer in 2024, prostate cancer is expected to be the second leading cause of cancer
death among men in 2024. Current treatments for metastatic prostate cancer include immunotherapy, hormone therapy, chemotherapy and targeted
treatments. Novel approaches are needed for advanced prostate cancer.
On February 7, 2024, BriaCell announced
a preliminary disease control rate of 61% in evaluable (i.e. exhibited clinical outcomes) Phase 2 advanced breast cancer patients treated
with BriaCell’s Bria-IMT™ regimen – the same formulation being used in BriaCell’s open pivotal Phase 3 study.
Additionally, a disease control rate of 50% was reported in similarly treated evaluable patients who had failed prior antibody-drug conjugate
(ADC) therapy. BriaCell also reported a notable responder who had failed prior ADC therapy. As background, advanced metastatic breast
cancer patients who have had multiple lines of prior treatments including ADCs, are often recommended palliative, supportive medical
care that focuses on easing pain, stress and other symptoms of a serious/terminal illness. The patient was hormone receptor positive
HER 2 negative (HR+/HER2-), had failed four prior lines of therapy including ADC therapy and had breast cancer metastasized to her liver.
She had two HLA matches with Bria-IMT™ and received seven cycles of treatments with the Bria-IMT™ regimen. In her first on
study assessment the liver metastasis was no longer seen. She had progression free survival (PFS) of 5.8 months, a 100% increase from
her PFS on ADC therapy. BriaCell also reported that among the 35 patients with evaluable outcomes in BriaCell’s ongoing Phase 2
study, 23 patients were treated with the same Bria-IMT™ formulation currently being used in BriaCell’s Phase 3 metastatic
breast cancer study. These patients had been heavily pre-treated and had failed a median number of six prior regimens. There was a disease
control rate of 61%; defined as the percentage of patients who achieve a complete response, partial response, or stable disease. The
disease control rate was 50% in the 10 patient subset who had failed prior ADC therapy. This compares favorably with reported literature
for second ADC treatment in ADC failure patients (~20-42%)2.
Progression free survival of 4.2 months in ADC failure patients is also very favorable in comparison to published data in similar patients
(1.6-3.3 months)2. There were no discontinuations due to drug toxicity reported and no cases of Interstitial Lung Disease
(ILD) with Bria-IMT™ (a well-documented serious side effect of ADCs) reported in this group of patients.
The strong survival and clinical benefits
observed in evaluable and ADC resistant patients support the use of the current formulation in BriaCell’s pivotal Phase 3 study
and the Company looks forward to presenting further updates as treatment progresses in the fully enrolled Phase 2 study.
On March 7, 2024, BriaCell announced that it had received and executed a letter of intent
with Paula Pohlmann, MD, MSc, PhD, Associate Professor, Department of Investigational Cancer Therapeutics and Breast Medical Oncology,
Division of Cancer Medicine, The University of Texas MD Anderson Cancer Center, Houston, TX to advance the clinical development of Bria-OTS+
and Bria-PROS+, BriaCell’s personalized off-the-shelf cellular cancer vaccines in advanced breast cancer and prostate cancer, respectively.
2
Rachel Occhiogrosso Abelman, et al. Sequential use of antibody-drug conjugate after antibody-drug conjugate for patients
with metastatic breast cancer: ADC after ADC (A3) study. Presented at ASCO 2023 Abstract 1022; Laura Huppert et al. Multicenter retrospective
cohort study of the sequential use of the antibody-drug conjugates (ADCs) trastuzumab deruxtecan (T-DXd) and sacituzumab govitecan (SG)
in patients with HER2-low metastatic breast cancer (MBC) (PS08-04) - SABCS 2023; François Poumeaud, et. al., Efficacy of Sacituzumab-Govitecan
(SG) post Trastuzumab-deruxtecan (T-DXd) and vice versa for HER2low advanced or metastatic breast cancer (MBC): a French multicentre
retrospective study. (PS08-02) - SABCS 2023
On
April 9, 2024, BriaCell announced the presentation of positive clinical data from its lead product candidate, Bria-IMT™, in two
posters of its three poster sessions during the 2024 American Association for Cancer Research (AACR) Annual Meeting held from April 5-10
at San Diego Convention Center, San Diego, CA.
The
posters are summarized below.
Poster
1 – Title: Efficacy of Bria-IMT™ regimen in inducing CNS metastasis regression
Abstract Presentation Number: CT204
Superior
clinical benefit of Bria-IMT™ regimen - alone or combined with an immune check point inhibitor (CPI) in advanced breast cancer
patients with CNS metastatic disease
| ● | Clinical
efficacy: 71% (5/7) intracranial objective response rate (iORR), defined as the
percentage of patients who achieve a complete response (complete disappearance) or partial
response (volume reduction of 30% or more) in intracranial tumors, achieved in patients
with central nervous system (CNS) metastases treated with the Bria-IMT™ regimen, either
alone or in combination with an immune checkpoint inhibitor (i.e. PD-1 inhibitor pembrolizumab
or retifanlimab). These patients failed multiple prior treatments including 2 antibody-drug
conjugates in one case. Clinical benefit is observed across all subsets of breast cancer. |
| ● | Safety
profile: Absence of both interstitial lung disease (ILD), a common serious adverse
event with ADCs, and no Bria-IMT™-related treatment discontinuations underscore Bria-IMT™’s
excellent tolerability and favorable safety profile. |
In
summary, Bria-IMT™’s tumor reductions observed in all breast cancer subtypes in patients with intracranial disease underlines
its potential clinical effectiveness in managing CNS metastatic disease in advanced breast cancer. BriaCell will continue to monitor
the data in this subgroup of patients including a pre-planned subgroup analysis in the current pivotal Phase 3 study in advanced metastatic
breast cancer. Treatment of patients with CNS metastatic disease represents a potential additional indication for market approval of
Bria-IMT™.
Poster
2 – Title: Efficacy and safety of SV-BR-1-GM after progression on ADC in metastatic breast cancer patients
Abstract Presentation Number: CT206
Notable
progression-free survival benefit of Bria-IMT™ in ADC resistant advanced metastatic breast cancer
Phase
2 clinical data of the Bria-IMT™ regimen in 23 advanced metastatic breast cancer patients who failed multiple prior treatments
including ADCs and CPIs (median of 6 prior treatments) are presented.
| ● | Progression-free
Survival Benefit: Median progression free survival (PFS), defined as the length
of time during which a patient’s cancer does not get worse, in heavily pre-treated
patients of 3.5 months is comparable to that seen in similar studies in patients with a history
of fewer prior treatments (median of 4)3,4. Similarly, median PFS of 4.2 months
in patients receiving the Bria-IMT™ pivotal phase 3 formulation is approximately twice
the PFS figures reported for treatment of physician’s choice (TPC) in other similar
studies. These PFS results suggest superior clinical efficacy considering the larger number
of prior treatments in Bria-IMT™ patients vs those of the other studies. |
3
Cortes J et al. Eribulin monotherapy versus treatment of physician’s choice in patients with metastatic breast cancer
(EMBRACE): a phase 3 open-label randomized study. Lancet (2011) 377: 914–23.
4 Bardia A et al. Final results from
the randomized phase III ASCENT clinical trial in metastatic triple-negative breast cancer and association of outcomes by human epidermal
growth factor receptor 2 and trophoblast cell surface antigen 2 expression. J Clin Oncol (2024) 00:1-7.
| ● | Clinical
efficacy: PFS is similar or better than that of the last regimen in 48% (11/23)
of the patients suggesting Bria-IMT™ effectiveness in delivering clinical and survival
benefits in these patients. Additionally, a clinical benefit rate (CBR), defined as percentage
of patients whose disease shrinks or remains stable over a certain time, of 56% is observed
in evaluable patients further highlighting clinical benefit. |
| ● | Subset
specific clinical benefits : Study data to date suggests clinical benefit for multiple
breast cancer subtypes including HR+/HER2- (the most common breast cancer subtype, testing
positive for estrogen and/or progesterone receptors and negative for human epidermal growth
factor receptor 2 or HER2) with a CBR following treatment, of 63% (5 of 8 patients); HER2+
subtype (a positive test for HER2) with a 100% CBR (2 of 2 patients) and HR-/HER2 low subtype
(a negative test for estrogen and/or progesterone receptor and a negative test for HER2)
showing a CBR of 66% (2 of 3 patients). |
| ● | Safety
profile: There are no incidents of interstitial lung disease - a well-documented
serious adverse event associated with ADCs, - in either ADC naïve or ADC treated patients,
and no treatment-related discontinuations of Bria-IMT™. |
In
summary, the data to date shows that Bria-IMT™ provides prolonged progression-free survival and clinical benefits in heavily pre-treated,
ADC resistant breast cancer patients compared with those in other similar studies. BriaCell will be monitoring ADC resistant patients
in its ongoing pivotal Phase 3 study of Bria-IMT™ and CPI in advanced metastatic breast cancer.
On
April 10, 2024, BriaCell reported report preclinical data showing strong anti-cancer activity of its next generation, personalized, off-the-shelf,
cell-based breast and prostate cancer immunotherapies, Bria-OTS+™ and Bria-PROS+™, in a poster session during the 2024 American
Association for Cancer Research (AACR) Annual Meeting held from April 5-10 at San Diego Convention Center, San Diego, CA. The poster
is summarized below.
Title: Bria-OTS+ ™ immunotherapy
platform: Harnessing gene-modified tumor cells to reinvigorate the cancer immunity cycle for precision anti-tumor responses
Abstract Presentation Number: 6753
BriaCell
has designed Bria-OTS+™, an immunotherapy platform representing the next generation (enhanced version) of Bria-OTS™, BriaCell’s
personalized off-the-shelf (i.e. pre-manufactured and ready for use) immunotherapy for cancer. Bria-OTS+™ immunotherapy expresses
multiple immune activating cytokines and co-stimulatory molecules in addition to immune boosting granulocyte-macrophage colony-stimulating
factor (GM-CSF). BriaCell expects to use Bria-OTS+™ and Bria-PROS+™ in its upcoming phase 1/2a clinical studies for breast
and prostate cancer, respectively. Bria-PROS+™ has already entered GMP manufacturing to generate clinical supplies for the phase
1/2a study. The characteristics of the next generation Bria-OTS+™ immunotherapy platform include the following:
| ● | Bria-OTS+™
and Bria-PROS+™ activate key components of the innate immune system which serves as
the body’s first line of defense against cancer |
| ● | Bria-OTS+™
and Bria-PROS+™ engage multiple facets of the adaptive immune response. This may result
in lasting anti-cancer effects in patients |
| ● | Specifically
activates Natural Killer (NK) cells to counter cancer immune escape caused by the loss of
human leukocyte antigens (HLA) |
| ● | Designed
for personalized and ready-to-use therapy with long term stability |
| ● | Simplified
administration process of intradermal inoculations (injection into the skin) allows administration
in a physician’s office |
| ● | Anticipated
to have a favorable side effect profile, indicating good tolerance (based on prior findings
with Bria-IMT™) |
Given
ease of administration, potent, multi-faceted immune system activation, and favorable safety profile, BriaCell expects Bria-OTS+™
and Bria-PROS+™ to deliver significant clinical efficacy and survival benefits in breast cancer and prostate cancer, respectively.
On
April 24, 2024, BriaCell announced an oral presentation on the clinical data of the randomized Phase 2 study evaluating Bria-IMT™
in patients with advanced metastatic breast cancer at the 2024 American Society of Clinical Oncology (ASCO) Annual Meeting taking place
May 31 – June 4 at McCormick Place, Chicago, IL. Principal Investigator and Professor of Oncology, Mayo Clinic, Saranya Chumsri,
MD, will be giving the presentation.
BriaCell
will also have two poster presentations. The first poster will describe the Company’s ongoing pivotal Phase 3 registrational study
in advanced metastatic breast cancer. BriaCell is excited to collaborate on this important program with authors and BriaCell medical
advisory board members Sara A. Hurvitz, MD, Professor of Medicine, Fred Hutchinson Cancer Center, Adam M. Brufsky, MD, PhD, Professor
of Medicine, University of Pittsburgh School of Medicine, and Massimo Cristofanilli, MD, Professor of Medicine, Weill Cornell Medical
College, Cornell University. The other poster will describe clinical data of Bria-IMT™ in metastatic breast cancer patients who
failed antibody drug conjugates (ADCs) and is spearheaded by Chaitali Nangia, MD, Partner, Hoag Medical Group, and Carmen Calfa, MD,
Professor of Medicine, University of Miami.
The
details are listed below.
Oral
Presentation Session
Temporary Abstract Submission ID: 461296
Abstract Number for Publication: 1022
Title: Outcomes of advanced/metastatic breast cancer (aMBC) treated with Bria-IMT™, an allogeneic whole cell immunotherapy.
Session Type and Title: Rapid Oral Abstract – Breast Cancer—Metastatic
Session Date and Time: 6/3/2024; 11:30 AM-1:00 PM CDT
Poster
Presentation Session
Temporary Abstract Submission ID: 458176
Abstract Number for Publication: TPS1137
Title: Study of the Bria-IMT™ regimen and CPI vs physicians’ choice in advanced metastatic breast cancer (BRIA-ABC).
Session Type and Title: Poster Session – Breast Cancer—Metastatic
Session Date and Time: 6/2/2024, 9:00 AM-12:00 PM CDT
Temporary Abstract Submission ID: 461256
Abstract Number for Publication: 1087
Abstract Title: SV-BR-1-GM after progression on ADC in patients with metastatic breast cancer.
Session Type and Title: Poster Session – Breast Cancer—Metastatic
Session Date and Time: 6/2/2024, 9:00 AM-12:00 PM CDT
THE
OFFERING
Common
shares offered by us |
|
2,302,935
common shares |
|
|
|
Pre-Funded
Warrants offered by us |
|
Pre-funded
Warrants to purchase up to 100,000 common shares to certain investors whose purchase
of common shares in this offering would otherwise result in any such investor, together with
such investor’s affiliates and certain related parties, beneficially owning more than
4.99% (or, at the election of an investor, 9.99%) of our outstanding common shares immediately
following the consummation of this offering. Each Pre-funded Warrant to purchase a common
share is being sold with one Common Warrant to purchase one common share. For each Pre-funded
Warrant we sell, the number of common shares we are offering will be decreased on a one-for-one
basis. The purchase price of each Pre-funded Warrant and accompanying Common Warrant is equal
to the price per share at which the common shares are being sold in this offering, minus
$0.0001. The exercise price of each Pre-funded Warrant will equal $0.0001 per
share. Each Pre-funded Warrant will be exercisable upon issuance and will not expire prior
to exercise. This prospectus supplement and the accompanying prospectus also relate to the
offering of the common shares issuable upon exercise of the Pre-funded Warrants. See “Description
of Securities Offered” on page S-15 of this prospectus supplement. |
|
|
|
Common
Warrants offered by us |
|
Common
Warrants to purchase up to 2,402,935 common shares. Each common share or Pre-funded
Warrant to purchase one common share is being sold together with one Common Warrant to purchase
one common share. Each Common Warrant has an exercise price of $2.11 per common share,
will be exercisable six months following issuance and will expire on the date that
is five years following the initial exercise date. The exercise price is subject to
customary adjustments for stock splits and similar recapitalization transactions. The common
shares or the Pre-funded Warrants, as the case may be, and the accompanying Common Warrants
can only be purchased together in this offering but will be issued separately and will be
immediately separable upon issuance. This prospectus supplement and the accompanying prospectus
also relate to the offering of the common shares issuable upon exercise of the Common Warrants.
See “Description of Securities Offered” on page S-15 of this prospectus supplement. |
|
|
|
Common
shares outstanding before this offering |
|
15,981,726
shares |
|
|
|
Common
shares to be outstanding immediately after this offering (1) |
|
18,284,661
common shares |
|
|
|
Offering
price to non-insiders |
|
$2.00
per common share and accompanying Common Warrant
to purchase one common share and $1.9999 per Pre-funded Warrant to purchase one common share and accompanying Common
Warrant to purchase one common shares. |
|
|
|
Insider participation in the offering |
|
A director of the Company has agreed to purchase $2
million of common shares and Common Warrants to be sold in this offering at combined offering price of $2.215. |
Use
of proceeds |
|
We
estimate the net proceeds from this offering will be approximately $ 4.35 million (excluding proceeds from any Warrant exercises),
after deducting Placement Agent fees and estimated offering expenses payable by us. We intend to use the net proceeds from
this offering for or 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. See “Use of Proceeds”
beginning on page S-13 of this prospectus supplement for additional detail. |
|
|
|
Lock-Up
agreements |
|
The Company and our directors and executive officers have agreed with the
Placement Agent, subject to certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of our common shares
or securities convertible into or exercisable or exchanged for our common shares during the applicable lock-up period. |
|
|
|
Trading
symbol |
|
Our
common shares and public warrants are listed on the Nasdaq Capital Market under the symbols “BCTX” and “BCTXW,”
respectively. |
|
|
|
Risk
factors |
|
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-10 of this prospectus supplement
and other information included or incorporated by reference into this prospectus supplement for a discussion of factors you should
carefully consider before investing in our securities. |
|
|
|
Placement
Agent Warrants |
|
We
will also issue Placement Agent Warrants to purchase up to 50,000 common shares to the Placement Agent (or its designees)
as part of the compensation payable to the Placement Agent in connection with this offering. The Placement Agent Warrants will be
exercisable immediately upon issuance and will have substantially the same terms as the warrants offered in this Offering, except
that the Placement Agent Warrants will have an exercise price of $2.321 per common share (representing 110% of the closing
price of the common shares on May 14, 2024) and will expire five years from the commencement of the sales pursuant to this offering.
This prospectus supplement and the accompanying base prospectus also register the common shares issuable upon the exercise of the
Placement Agent Warrants. Please refer to “Plan of Distribution” for additional information with respect to the Placement
Agent Warrants. |
(1) |
The
number of common shares to be outstanding after this offering is based on 15,981,726 common shares outstanding as of May 14,
2024 and excludes the following: |
|
● |
8,121,650
common shares issuable upon the exercise of
outstanding warrants, at a weighted average exercise price of $5.76, |
|
|
|
|
● |
46,652
common shares issuable upon the exercise of
outstanding compensation warrants, at a weighted average exercise price of $5.94. |
|
|
|
|
● |
2,131,400
common shares issuable upon the exercise of
outstanding options, at a weighted average exercise price of $6.19. |
|
|
|
|
● |
19,200 common shares issuable upon the exercise of outstanding
restricted share units, at a weighted average exercise price of $0.01. |
Except
as otherwise indicated, all information in this prospectus supplement assumes no exercise of Pre-funded Warrants, Common
Warrants or Placement Agent Warrants.
RISK
FACTORS
Investment
in the securities offered pursuant to this prospectus supplement and the accompanying prospectus involves risks. You should carefully
consider the risk factors described below, in our Annual Report on Form 10-K for the year ended July 31, 2024, which is incorporated
by reference in this prospectus supplement, and all other information contained or incorporated by reference in this prospectus supplement,
as updated by our subsequent filings under the Exchange Act. These risks are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. The occurrence
of any of these risks might cause you to lose all or part of your investment in securities.
Risks
Related to this Offering
Purchasers
of our securities in this offering will experience immediate and substantial dilution in the book value of their investment. You may
experience further dilution upon exercise of our outstanding options and warrants.
If
you purchase our common shares in this offering, you will experience immediate and substantial dilution, as the offering price of our
common shares and accompanying Common Warrants will be substantially greater than the as adjusted net tangible book value per share of
our common shares before giving effect to this offering. Accordingly, if you purchase the securities in this offering, you will incur
immediate substantial dilution of approximately $2.23 per share, representing the difference between the offering
price per one common share and accompanying Common Warrant and our pro forma as adjusted net tangible book value as of January
31, 2024. For a further description of the dilution that you will experience immediately after this offering, see the section titled
“Dilution” beginning on page S-14 of this prospectus supplement.
Additional offerings in the future may dilute
then existing shareholders’ percentage ownership of our company.
Given our plans and expectations that
we will need additional capital, in the near future we may need to issue additional common shares or securities convertible or exercisable
for common shares, including convertible preferred shares, convertible notes, stock options or warrants. The issuance of additional securities
in the future will dilute the percentage ownership of then existing shareholders.
Additionally, sales by existing shareholders
of a large number of our common shares in the public market could also affect the market price of our common shares.
Future sales of our common shares, or the
perception that such future sales may occur, may cause our stock price to decline.
Given our plans and expectations that
we will need additional capital, in the near future we may need to issue additional common shares or securities convertible or exercisable
for common shares, including convertible preferred shares, convertible notes, stock options or warrants. The issuance of additional securities
in the future will dilute the percentage ownership of then existing shareholders. A substantial majority of our outstanding common shares,
and the common shares issuable upon the exercise of any outstanding warrants, and the common shares and shares underlying Warrants to
be sold in this offering, will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended.
Additionally, sales by existing shareholders
of a large number of our common shares in the public market could also affect the market price of our common shares.
The
Warrants are speculative in nature and may never have any value.
The
Common Warrants, which have an exercise price of $2.11 per common share, are exercisable, in whole or in part, six months from
the date of issuance and will expire on the date that is five years following the initial exercise date. If our common share price
does not increase to an amount sufficiently above the exercise price of the Common Warrants during the period during which the Common
Warrants are exercisable, you will be unable to recover any of your investment in the Common Warrants. In such event, the Common Warrants
will not have any value.
There
can be no assurance that the market price of our common shares will ever equal or exceed the exercise price of the Common Warrants, and
consequently, whether it will ever be profitable for holders of the Common Warrants to exercise such Common Warrants.
Holders
of Warrants will have no rights as a common shareholder until such holders exercise their Warrants and acquire our common shares.
Until
holders of Warrants acquire our common shares upon exercise of such Warrants, holders of the Warrants will have no rights
with respect to the common shares underlying such Warrants. Upon exercise of the Warrants, the holders will be entitled to exercise the
rights of a common shareholder only as to matters for which the record date occurs after the exercise date.
We
have broad discretion to determine how to use the funds raised in this offering, and may use them in ways that may not enhance our operating
results or the price of our common shares.
Our
management will have broad discretion over the use of proceeds from this offering, and we could spend the proceeds from this offering
in ways our shareholders may not agree with or that do not yield a favorable return, if at all. We intend 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 pivotal Phase 3 study of Bria-IMT™ 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. See “Use of Proceeds”
beginning on page S-13 of this prospectus supplement for additional detail. However, our use of these proceeds may differ substantially
from our current plans. If we do not invest or apply the proceeds from this offering in ways that improve our operating results, we may
fail to achieve expected financial results, which could cause our stock price to decline.
We
do not expect to pay dividends in the foreseeable future. As a result, you must rely on stock appreciation for any return on your investment.
We
have never declared or paid cash dividends on our common shares and do not anticipate paying cash dividends on our common shares in the
foreseeable future. Any payment of cash dividends will also depend on our financial condition, results of operations, capital requirements
and other factors and will be at the discretion of our board of directors, subject to limitations under applicable law. Accordingly,
you will have to rely on capital appreciation, if any, to earn a return on your investment in our common shares.
Purchasers
who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers
that purchase without the benefit of a securities purchase agreement.
In
addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that
enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue
a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the
securities purchase agreement including, but not limited to: (i) timely delivery of securities; (ii) agreement to not (subject
to certain exception) enter into any equity financings for ninety (90) days from closing; and (iii) indemnification
for breach of contract.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
information set forth in this prospectus supplement may contain forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe
harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,”
“may,” “will,” “should,” “could,” “would,” “seek,” “intend,”
“plan,” “goal,” “project,” “estimate,” “anticipate” “strategy,”
“future,” “likely” or other comparable terms and references to future periods. All statements other than statements
of historical facts included in this prospectus regarding our strategies, prospects, financial condition, operations, costs, plans and
objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding:
possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies;
future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash
needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, known
and unknown risks, changes in circumstances and other factors that are difficult to predict and many of which are outside of our control.
Our actual results, performance, achievements and financial condition may differ materially from those expressed or implied in such forward-looking
statements. Therefore, you should not place undue reliance on any of these forward-looking statements. The forward looking statements
contained herein and in the documents incorporated hereto by reference are presented for the purposes of assisting readers in understanding
BriaCell’s expected financial and operating performance and BriaCell’s plans and objectives, and may not be appropriate for
any other purpose.
Any
forward-looking statement made by us in this prospectus is based only on information currently available to us and speaks only as of
the date on which it is made.
We
undertake no obligation to publicly update any forward-looking statement, whether written or oral that may be made from time to time,
whether as a result of new information, future developments or otherwise, except as may be required under applicable law. We anticipate
that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits
to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results
may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions,
merger, dispositions, joint ventures, spinouts or investments we may undertake. We qualify all of our forward-looking statements by these
cautionary statements.
MARKET
AND INDUSTRY DATA
Unless
otherwise indicated, we have based the information concerning our industry contained in this prospectus supplement and incorporated by
reference herein on our general knowledge of and expectations concerning the industry, which involve risks and uncertainties and are
subject to change based on various factors, including those discussed in the “Risk Factors” section of this prospectus supplement
and in the other information contained or incorporated by reference in this prospectus supplement. These and other factors could cause
the information concerning our industry to differ materially from those expressed in this prospectus supplement and incorporated by reference
herein.
USE
OF PROCEEDS
We
estimate that the net proceeds from the sale of the common shares, Pre-funded Warrants and accompanying Common Warrants in this offering
will be approximately $4.35 million after deducting Placement Agent’s fees and estimated offering expenses payable
by us and excluding proceeds from any Warrant or Placement Agent Warrant exercises.
We
intend to use the net proceeds from this offering (excluding proceeds from any Warrant or Placement Agent Warrant exercises) for working
capital and general corporate purposes including, but not limited to, research and development studies, including the pivotal phase
3 study of Bria-IMT™ 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. Pending any specific application, we may initially
invest funds in short-term marketable securities or apply them to the reduction of any indebtedness. The precise amount and timing of
the application of these proceeds will depend upon a number of factors, such as the timing and progress of our research and development
efforts, our funding requirements and the availability and costs of other funds. As of the date of this prospectus supplement, we cannot
specify with certainty all of the particular uses for the net proceeds to us from this offering. Depending on the outcome of our efforts
and other unforeseen events, our plans and priorities may change and we may apply the net proceeds of this offering in different manners
than we currently anticipate. Accordingly, our management will have broad discretion in the timing and application of these proceeds.
DILUTION
Purchasers
of our securities in this offering will experience immediate dilution to the extent of the difference between the offering price
per common share and accompanying Common Warrant and the as adjusted net tangible book value per common share immediately after
this offering.
Our
net tangible book value as of January 31, 2024 was approximately negative $8,524,886, or $(0.53) per common share. Net
tangible book value per share is determined by dividing the net of total tangible assets less total liabilities, by the aggregate number
of common shares outstanding as of January 31, 2024.
As-adjusted net tangible book value per share represents our net tangible
book value per share after giving effect to the issuance and sale of all Common Shares and Pre-Funded Warrants offered hereby (and assuming
the exercise of the Pre-Funded Warrants), and after deducting Placement Agent fees and estimated offering expenses payable by us in connection
with this offering. The as-adjusted net tangible book value was calculated on a cash basis and does not consider the potential accounting
classifications of the Common Warrants, Pre-Funded Warrants, or Placement Agent Warrants.
The
following table illustrates this per share dilution assuming the holders of the Warrants or Placement Agent Warrant do not exercise any
of the Warrants or Placement Agent Warrant:
Offering
price per common share and accompanying Common Warrant (1) |
|
|
|
|
|
$ |
2.00 |
|
Net
tangible book value per share as of January 31, 2024 |
|
$ |
(0.53 |
) |
|
|
|
|
Increase
in net tangible book value per share attributable to this offering |
|
$ |
0.30 |
|
|
|
|
|
As adjusted
net tangible book value per share as of January 31, 2024, after giving effect to this offering |
|
|
|
|
|
$ |
(0.23 |
) |
Dilution
per share to investors participating in this offering |
|
|
|
|
|
$ |
2.23 |
|
(1) | Assumes
all purchasers pay $2.00 per common share and accompanying Common Warrant) |
The
number of common shares to be outstanding after this offering is based on 15,981,726 common shares outstanding as of January
31, 2024 and excludes the following: |
|
● |
8,121,650
common shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $5.76; |
|
|
|
|
● |
46,652
common shares issuable upon the exercise of outstanding compensation warrants, at a weighted average exercise price of $5.94; |
|
|
|
|
● |
2,131,400
common shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $6.19; |
|
|
|
|
● |
19,200
common shares issuable upon the exercise of outstanding restricted share units, at a weighted average exercise price of $0.01. |
Except
as otherwise indicated, all information in this prospectus supplement assumes no exercise of the Pre-funded Warrants, Common Warrants
or Placement Agent Warrants.
DESCRIPTION
OF SECURITIES OFFERED
We
are offering 2,302,935 common shares and Pre-funded Warrants to purchase up to 100,000 common
shares. Each common share and Pre-funded Warrant we sell will be accompanied by a Common Warrant to purchase one common share. The common
shares and Pre-funded Warrants sold in this offering will be issued separately from the accompanying Common Warrants. We are also registering
the common shares issuable from time to time upon exercise of the Pre-funded Warrants and Common Warrants offered hereby.
In addition, we have agreed to
issue to the Placement Agent as compensation warrants to purchase up to 50,000 common shares (equal to 5.0% of the
aggregate number of common shares or Pre-Funded Warrants sold in this offering, excluding securities issued to certain identified
investors). The Placement Agent Warrants and the common shares issuable upon exercise of the Placement Agent Warrants are
being registered hereby.
Common
Shares
The
material terms and provisions of our common shares and each other class of our securities which qualifies or limits our common shares
are described in the section entitled “Description of Capital Stock” beginning on page 4 of the accompanying prospectus.
Pre-funded
Warrants
The
following summary of certain terms and provisions of the Pre-funded Warrants that are being offered hereby is not complete and is subject
to, and qualified in its entirety by, the provisions of the Pre-funded Warrant, the form of which will be filed as an exhibit to a Current
Report on Form 8-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus
supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-funded Warrant for
a complete description of the terms and conditions of the Pre-funded Warrants.
Pre-funded
Warrants will be issued in certificated form only.
Duration
and exercise price
Each
Pre-funded Warrant offered hereby has an initial exercise price per share equal to $0.0001. The Pre-funded Warrants are
immediately exercisable and may be exercised at any time until the Pre-funded Warrants are exercised in full. The exercise price and number of common shares issuable upon exercise is
subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common
shares and the exercise price.
Exercisability
The
Pre-funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise
notice accompanied by payment in full for the number of shares of our common shares purchased upon such exercise (except in the case
of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s
Pre-funded Warrant to the extent that the holder would own more than 9.99% (or, at the election of the purchaser, 4.99%) of the outstanding
shares of common shares immediately after exercise, except that upon prior notice from the holder to us, the holder may increase the
amount of ownership of outstanding common shares after exercising the holder’s Pre-funded Warrants up to 9.99% of the number
of common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance
with the terms of the Pre-funded Warrants. No fractional common shares will be issued in connection with the
exercise of a Pre-funded Warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional
amount multiplied by the exercise price or round up to the next whole share.
Cashless
exercise
The
Pre-funded Warrants may be exercised, in whole or in part, by means of cashless exercise. In lieu of making the cash payment otherwise
contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive
upon such exercise (either in whole or in part) the net number of common shares determined according to a formula set forth in
the Pre-funded Warrants.
Fundamental
transactions
In the event of a fundamental transaction, as described in the Pre-funded
Warrants and generally including any reorganization, recapitalization or reclassification of our common shares, the sale, transfer or
other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the
consummation of a business combination with another person or group of persons whereby such other person or group acquires greater than
50% of the voting power of the outstanding common shares and preferred stock, the holders of the Pre-funded Warrants will be entitled
to receive upon exercise of the Pre-funded Warrants the kind and amount of securities, cash or other property that the holders would have
received had they exercised the Pre-funded Warrants immediately prior to such fundamental transaction.
Transferability
Subject
to applicable laws, a Pre-funded Warrant or the rights thereunder may be transferred or assigned, in whole or in part. The ownership
of the Pre-funded Warrants and any transfers of the Pre-funded Warrants will be registered in a warrant register maintained by the warrant
agent. We will initially act as warrant agent.
Exchange
listing
There
is no trading market available for the Pre-funded Warrants on any securities exchange or nationally recognized trading system. We do
not intend to list the Pre-funded Warrants on any securities exchange or nationally recognized trading system.
Right
as a shareholder
Except
as otherwise provided in the Pre-funded Warrants or by virtue of such holder’s ownership of shares of our common shares, the holders
of the Pre-funded Warrants do not have the rights or privileges of holders of our common shares, including any voting rights, until they
exercise their Pre-funded Warrants.
Common
Warrants
The
following summary of certain terms and provisions of the Common Warrants that are being offered hereby is not complete and is subject
to, and qualified in its entirety by, the provisions of the Common Warrants, the form of which will be filed as an exhibit to a Current
Report on Form 8-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus
supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of Common Warrant for a complete
description of the terms and conditions of the Common Warrants.
Common
Warrants will be issued in certificated form only.
Duration
and exercise price
Each
Common Warrant offered hereby has an initial exercise price per share equal to $2.11. The Warrants are exercisable six months
from the date of issuance and shall expire on the five-year anniversary of the initial exercise date. The exercise
price and number of common shares issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock
splits, reorganizations or similar events affecting our common shares and the exercise price.
Exercisability
The
Common Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise
notice accompanied by payment in full for the number of shares of our common shares purchased upon such exercise (except in the case
of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s
Common Warrant to the extent that the holder would own more than 9.99% (or, at the election of the purchaser, 4.99%) of the outstanding common shares immediately after exercise, except that upon prior notice from the holder to us, the holder may increase the
amount of ownership of outstanding common shares after exercising the holder’s Common Warrants up to 9.99% of the number
of common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in
accordance with the terms of the Common Warrants. No fractional common shares will be issued in connection with the exercise
of a Common Warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied
by the exercise price or round up to the next whole share.
Cashless
exercise
The
Common Warrants may be exercised, in whole or in part, by means of cashless exercise. In lieu of making the cash payment otherwise contemplated
to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise
(either in whole or in part) the net number of common shares determined according to a formula set forth in the Common Warrants.
Fundamental
transactions
In the event of a fundamental transaction, as described in the Common Warrants and generally including any reorganization,
recapitalization or reclassification of our common shares, the sale, transfer or other disposition of all or substantially all of our
properties or assets, our consolidation or merger with or into another person, the consummation of a business combination with another
person or group of persons whereby such other person or group acquires greater than 50% of the voting power of the outstanding common
shares and preferred stock, the holders of the Common Warrants will be entitled to receive upon exercise of the Common Warrants the kind
and amount of securities, cash or other property that the holders would have received had they exercised the Common Warrants immediately
prior to such fundamental transaction. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the Common
Warrants have the right to require us or a successor entity to redeem the Common Warrants for cash in the amount of the Black Scholes
Value (as defined in each Common Warrant) of the unexercised portion of the Common Warrants concurrently with or within 30 days following
the consummation of a fundamental transaction.
However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction
not approved by our board of directors, the holders of the Common Warrants will only be entitled to receive from us or our successor entity,
as of the date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at
the Black Scholes Value of the unexercised portion of the Common Warrant that is being offered and paid to the holders of our common shares
in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and
stock, or whether the holders of our common shares are given the choice to receive alternative forms of consideration in connection with
the fundamental transaction.
Transferability
Subject
to applicable laws, a Common Warrant or the rights thereunder may be transferred or assigned, in whole or in part. The ownership of the
Common Warrants and any transfers of the Common Warrants will be registered in a warrant register maintained by the warrant agent. We
will initially act as warrant agent.
Exchange
listing
There
is no trading market available for the Common Warrants on any securities exchange or nationally recognized trading system. We do not
intend to list the Common Warrants on any securities exchange or nationally recognized trading system.
Right
as a shareholder
Except
as otherwise provided in the Common Warrants or by virtue of such holder’s ownership of shares of our common shares, the holders
of the Common Warrants do not have the rights or privileges of holders of our common shares, including any voting rights, until they
exercise their Common Warrants.
Placement
Agent Warrants
The
following summary of certain terms and provisions of the Placement Agent Warrants that are being offered hereby is not complete and is
subject to, and qualified in its entirety by, the provisions of the Placement Agent Warrants, the form of which will be filed as an exhibit
to a Current Report on Form 8-K in connection with this offering and incorporated by reference into the registration statement of which
this prospectus supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of Placement
Agent Warrant for a complete description of the terms and conditions of the Placement Agent Warrants.
Placement
Agent Warrants will be issued in certificated form only.
Duration
and exercise price
Each
Placement Agent Warrant offered hereby has an initial exercise price per share equal to $2.321 (representing 110% of the closing price of
the common shares on May 14, 2024). The Placement Agent Warrants are immediately exercisable and shall expire on the five-year
anniversary of the date of issuance. The exercise price and number of common shares issuable upon exercise is subject to appropriate
adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common shares and the
exercise price.
Exercisability
The
Placement Agent Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed
exercise notice accompanied by payment in full for the number of shares of our common shares purchased upon such exercise (except in
the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s
Placement Agent Warrant to the extent that the holder would own more than 9.99% (or, at the election of the purchaser, 4.99%) of the
outstanding common shares immediately after exercise, except that upon prior notice from the holder to us, the holder may increase
the amount of ownership of outstanding common shares after exercising the holder’s Placement Agents Warrants up to 9.99%
of the number of common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is
determined in accordance with the terms of the Placement Agent Warrants. No fractional common shares will be issued in connection
with the exercise of a Placement Agent Warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to
the fractional amount multiplied by the exercise price or round up to the next whole share.
Cashless
exercise
The
Placement Agent Warrants may be exercised, in whole or in part, by means of cashless exercise. In lieu of making the cash payment otherwise
contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive
upon such exercise (either in whole or in part) the net number of common shares determined according to a formula set forth
in the Placement Agent Warrants.
Fundamental
transactions
In
the event of a fundamental transaction, as described in the Placement Agent Warrants and generally including any reorganization, recapitalization
or reclassification of our common shares, the sale, transfer or other disposition of all or substantially all of our properties or assets,
our consolidation or merger with or into another person, the consummation of a business combination with another person or group of persons
whereby such other person or group acquires greater than 50% of the voting power of the outstanding common shares and preferred stock,
the holders of the Placement Agent Warrants will be entitled to receive upon exercise of the Placement Agent Warrants the kind and amount
of securities, cash or other property that the holders would have received had they exercised the Placement Agent Warrants immediately
prior to such fundamental transaction. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the Placement
Agent Warrants have the right to require us or a successor entity to redeem the Placement Agent Warrants for cash in the amount of the
Black Scholes Value (as defined in each Placement Agent Warrant) of the unexercised portion of the Placement Agent Warrants concurrently
with or within 30 days following the consummation of a fundamental transaction.
However,
in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board
of directors, the holders of the Placement Agent Warrants will only be entitled to receive from us or our successor entity, as of the
date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black
Scholes Value of the unexercised portion of the Placement Agent Warrant that is being offered and paid to the holders of our common shares
in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and
stock, or whether the holders of our common shares are given the choice to receive alternative forms of consideration in connection with
the fundamental transaction.
Transferability
Subject
to applicable laws, a Placement Agent Warrant or the rights thereunder may be transferred or assigned, in whole or in part. The ownership
of the Placement Agent Warrants and any transfers of the Placement Agent Warrants will be registered in a warrant register maintained
by the warrant agent. We will initially act as warrant agent.
Exchange
listing
There
is no trading market available for the Placement Agent Warrants on any securities exchange or nationally recognized trading system. We
do not intend to list the Placement Agent Warrants on any securities exchange or nationally recognized trading system.
Right
as a shareholder
Except
as otherwise provided in the Placement Agent Warrants or by virtue of such holder’s ownership of shares of our common shares, the
holders of the Placement Agent Warrants do not have the rights or privileges of holders of our common shares, including any voting rights,
until they exercise their Placement Agent Warrants.
PLAN
OF DISTRIBUTION
We
have engaged A.G.P./Alliance Global Partners (the “Placement Agent”) to act as our exclusive placement agent, on a reasonable
best-efforts basis, in connection with this offering subject to the terms and conditions of the placement agency agreement dated May
14, 2024 (the “Agency Agreement”). The Placement Agent is not purchasing or selling any of the securities offered
by this prospectus supplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities.
We have entered into securities purchase agreements directly with the investors who purchased our securities
in this offering.
We
have agreed to indemnify the Placement Agent against specified liabilities, including liabilities under the Securities Act, and to contribute
to payments the Placement Agent may be required to make in respect thereof.
The
securities being offered hereby will not be qualified for distribution by prospectus in any jurisdiction of Canada, and may not be
offered for sale, sold, assigned or transferred in any jurisdiction of Canada except pursuant to a prospectus or exemption from the
prospectus requirement under applicable securities laws in Canada. Except as permitted in the Agency Agreement, and as expressly
permitted by applicable laws of Canada, the Placement Agent will not offer, sell or deliver, directly or indirectly, the common
shares or Warrant to, or for the account or benefit of, a person in Canada. The Company, through the Placement Agent, may offer and
sell the common shares or Warrants in Canada where such person is an “accredited investor” as defined in National
Instrument 45-106 – Prospectus Exemptions or another exemption from the prospectus requirement.
The common shares, Warrants, and the Warrant Shares issuable upon exercise of the Warrants offered and sold in Canada,
will be subject to a transfer restriction, and any certificates
or other instrument representing such securities will bear or be deemed to bear, as applicable, a legend to the effect that the securities
represented thereby may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the prospectus requirements
of applicable Canadian securities laws.
Fees
and Expenses
We
have agreed to pay the Placement Agent a fee based on the aggregate proceeds as set forth in the table below.
| |
Per Common Share and Accompanying Common Warrant | | |
Per Pre-Funded Warrant and Accompanying Common Warrant | | |
Total | |
Offering price (1) | |
$ | 2.00 | | |
$ | 1.9999 | | |
$ | 1,999,990 | |
Placement Agent’s
Fees (2) | |
$ | 0.14 | | |
$ | 0.14 | | |
$ | 140,000 | |
Proceeds to us, before expenses (3) | |
$ | 1.86 | | |
$ | 1.86 | | |
$ | 1,859,990 | |
| |
Per Common Share and Accompanying Common Warrant | | |
Total | |
Offering price (4) | |
$ | 2.00 | | |
$ | 1,000,000 | |
Placement Agent’s
Fees (5) | |
$ | 0.07 | | |
$ | 35,000 | |
Proceeds to us, before expenses (3) | |
$ | 1.93 | | |
$ | 965,000 | |
| |
Per Common Share and Accompanying Common Warrant | | |
Total | |
Offering price for director (6) | |
$ | 2.215 | | |
$ | 2,000,000 | |
Placement Agent’s
Fees (5) | |
$ | 0.078 | | |
$ | 70,000 | |
Proceeds to us, before expenses (3) | |
$ | 2.137 | | |
$ | 1,930,000 | |
|
(1) |
900,000
common shares and accompanying Common Warrants to purchase up to 900,000 common shares; Pre-Funded Warrants to purchase up to 100,000
common shares and accompanying Common Warrants to purchase up to 100,000 common shares. |
|
(2) |
We
have agreed to pay the Placement Agent a total cash fee equal to 7% of the gross proceeds of the offering and to issue the Placement
Agent or its designees warrants to purchase a number of common shares equal to 5% of the aggregate number of common shares or Pre-funded
Warrants sold in this offering, excluding securities issued to certain identified investors (the “Placement Agent Warrants”).
We have also agreed to reimburse the Placement Agent for its accountable offering-related legal expenses in an amount up to $85,000
and pay the Placement Agent a non-accountable expense allowance of up to $50,000. See “Plan of Distribution” for a description
of the compensation payable to the Placement Agent. |
|
(3) |
The
amount of the offering proceeds to us presented in these tables do not give effect to any exercise of the Common Warrants or Pre-Funded
Warrants being issued in this offering. |
|
(4) |
500,000
common shares and accompanying Common Warrants to purchase up to 500,000 common shares. |
|
(5) |
For
certain identified investors, we have agreed to pay the Placement Agent a reduced fee of 3.5% of the gross proceeds received from
such investors. |
|
(6) |
902,935
common shares and accompanying Common Warrants to purchase up to 902,935 common shares. |
As
stated in the table above, we have also agreed to reimburse the Placement Agent at closing (i) for legal and other expenses incurred
by them in connection with the offering in an aggregate amount up to $85,000, and (ii) non-accountable expenses payable to the Placement
Agent of up to $50,000. We estimate the total expenses payable by us for this offering, excluding the Placement Agent fees and
expenses, will be approximately $405,000.
Placement
Agent Warrants
In
addition, we have agreed to issue to the Placement Agent, or its designees, at the closing of this offering, Placement Agent Warrants
to purchase 5% of the number of common shares sold in this offering and common shares underlying the Pre-funded warrants sold in this
offering, excluding securities issued to certain investors identified to the Placement Agent (or Placement Agent Warrants to purchase
up to 50,000 common shares), at an exercise price of $2.321 per common share (representing 110% of the closing price
of the common shares on May 14, 2024). The Placement Agent Warrants and the common shares issuable upon exercise thereof are being
registered hereby.
The
Placement Agent Warrants will be exercisable immediately and will expire five years from the commencement of sales in the offering.
Except
as provided above, the Placement Agent Warrants will have substantially the same terms as the warrants issued to the investors in the
offering.
Lock-Up Agreements
Pursuant to “lock-up”
agreements, the Company, our directors and officers have agreed to a period of ninety (90) days after
the date of this prospectus, subject to customary exceptions, without the prior written consent of the representative, not to, directly
or indirectly, offer pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of any of our common shares(or enter
into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any
time in the future of), enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the
economic benefits or risks of ownership of our common shares, make any demand for or exercise any right or cause to be filed a registration
statement, including any amendments thereto, with respect to the registration of any common shares or securities convertible into or
exercisable or exchangeable for common shares or any other securities of ours or publicly disclose the intention to do any of the foregoing.
Additionally,
we agreed that for a period of one-hundred twenty (120) days after this offering we will not directly or indirectly in any “at-the-market,”
continuous equity, equity lines, or variable rate transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise
dispose of shares of our common shares or any securities convertible into or exercisable or exchangeable for our common shares, without
the prior written consent of the Placement Agent; provided, however, that for ninety (90) after the closing of the offering, the issuance of common shares in an
“at-the-market” facility with the Placement Agent shall not be deemed a variable rate transaction.
Regulation
M
The
Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the requirements
of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and
Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the Placement
Agent acting as principal. Under these rules and regulations, the Placement Agent:
● | may
not engage in any stabilization activity in connection with our securities; and |
● | may
not bid for or purchase any of our securities or attempt to induce any person to purchase
any of our securities, other than as permitted under the Exchange Act, until it has completed
its participation in the distribution. |
Listing
Our common shares are listed on the Nasdaq Capital Market and TSX under the symbols ‘BCTX’ and ‘BCT’
respectively and the public warrants are listed on the Nasdaq Capital Market under the symbol ‘BCTXW’.
Discretionary
Accounts
The
Placement Agent does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.
Other
Activities and Relationships
The
Placement Agent and certain of its affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment,
hedging, financing and brokerage activities. The Placement Agent and certain of its affiliates have, from time to time, performed, and
may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which
they received or will receive customary fees and expenses.
In
the ordinary course of their various business activities, the Placement Agent and certain of its affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including
bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve
securities and/or instruments issued by us and our affiliates. If the Placement Agent or its affiliates have a lending relationship with
us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The Placement Agent and
its affiliates may hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the
creation of short positions in our securities or the securities of our affiliates, including potentially the common shares offered hereby.
Any such short positions could adversely affect future trading prices of the common shares offered hereby. The Placement Agent and certain
of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express
independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
LEGAL
MATTERS
Certain
legal matters in connection with the offering and the validity of the securities offered by this prospectus supplement will be
passed upon by Sichenzia Ross Ference Carmel LLP with respect to U.S. legal matters and by Bennett Jones LLP, Toronto, Canada
with respect to Canadian legal matters. Thompson Hine LLP, New York, New York, is counsel to the Placement Agent in connection with respect
to U.S. legal matters and TingleMerrett LLP, Calgary, Canada with respect to Canadian legal matters.
EXPERTS
The
audited consolidated financial statements of the Company and its subsidiaries, as of and for the years ended July 31, 2023, and 2022,
included in this prospectus have been so included in reliance upon the report of MNP LLP, independent registered public accountants,
upon the authority of said firm as experts in accounting and auditing.
PROSPECTUS
BriaCell
Therapeutics Corp.
$200,000,000
Common
Shares
Warrants
Rights
Units
From
time to time, we may offer and sell up to $200,000,000 in aggregate of the securities described in this prospectus separately or together
in any combination, in one or more classes or series, in amounts, at prices and on terms that we will determine at the time of the offering.
This
prospectus provides a general description of the securities we may offer. We may provide specific terms of securities to be offered in
one or more supplements to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a
prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. You should carefully read
this prospectus and the applicable prospectus supplement, together with any documents incorporated by reference herein, before you invest
in our securities.
Our
common shares and public warrants are listed on the Nasdaq Capital Market under the symbols “BCTX” and “BCTXW,”
respectively. The last reported sale prices of our common shares and public warrants on the Nasdaq Capital Market on January 19, 2024,
were $4.15 per share and $2.03 per public warrant, respectively.
Investing
in any of our securities involves a high degree of risk. Please read carefully the section entitled “Risk Factors”
on page 4 of this prospectus, the “Risk Factors” section contained in the applicable prospectus supplement and the information
included and incorporated by reference in this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is January 31, 2024
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration or continuous offering process. Under this shelf registration process, we may, from time to time,
sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of
$200,000,000.
This
prospectus provides a general description of the securities we may offer. We may provide specific terms of securities to be offered in
one or more supplements to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a
prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. If the information varies
between this prospectus and the accompanying prospectus supplement, you should rely on the information in the accompanying prospectus
supplement.
Before
purchasing any securities, you should carefully read both this prospectus and any prospectus supplement, together with the additional
information described under the heading “Information We Incorporate by Reference.” You should rely only on the information
contained or incorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus prepared by or on
behalf of us or to which we have referred you. Neither we nor any underwriters have authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the
information contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate only as of the date on
its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated
by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since
those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference
is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to
the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under
the heading “Where You Can Find More Information.”
This
prospectus and any applicable prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities
other than the registered securities to which they relate. We are not making offers to sell common shares or any other securities described
in this prospectus in any jurisdiction in which an offer or solicitation is not authorized or in which we are not qualified to do so
or to anyone to whom it is unlawful to make an offer or solicitation.
Unless
otherwise expressly indicated or the context otherwise requires, we use the terms “BriaCell,” the “Company,”
“we,” “us,” “our” or similar references to refer to BriaCell Therapeutics Corp. and its subsidiaries.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed our registration statement on Form S-3 with the SEC under the Securities Act of 1933, as amended, or the Securities Act. We
also file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document
that we file with the SEC, including the registration statement and the exhibits to the registration statement, at the SEC’s Public
Reference Room located at 100 F Street, N.E., Washington D.C. 20549. Our SEC filings are also available to the public at the SEC’s
web site at www.sec.gov. These documents may also be accessed on our web site at www.briacell.com. Information contained on our web site
is not incorporated by reference into this prospectus and you should not consider information contained on our web site to be part of
this prospectus.
This
prospectus and any prospectus supplement are part of a registration statement filed with the SEC and do not contain all of the information
in the registration statement. The full registration statement may be obtained from the SEC or us as indicated above. Other documents
establishing the terms of the offered securities are filed as exhibits to the registration statement or will be filed through an amendment
to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this prospectus by reference.
INFORMATION
WE INCORPORATE BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered to
be part of this prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into
this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this
document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes
the statement. We incorporate by reference in this prospectus the following information (other than, in each case, documents or information
deemed to have been furnished and not filed in accordance with SEC rules):
● |
our
Annual Report on Form 10-K for the fiscal year ended July 31, 2023, filed with the SEC on October 25, 2023; |
|
|
● |
our Quarterly Report on Form 10-Q for the quarter ending
October 31, 2023, filed with the SEC on December 14, 2023; |
|
|
● |
our
Current Reports on Form 8-K filed with the SEC on August
21, 2023; August
25, 2023; August
31, 2023; August
31, 2023; September
7, 2023; and December 20, 2023; |
|
|
● |
our Definitive Proxy Statement for our Annual General
Meeting of Shareholders on Form DEF 14A, filed with the SEC on January 9, 2024; and |
|
|
● |
our
Form 8-A12B, filed with the SEC on February 23, 2021. |
We
also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, (i) after the date of this prospectus and prior to effectiveness of this registration
statement on Form S-3 and (ii) on or after the date of this prospectus and prior to the termination of the offerings under this prospectus
and any prospectus supplement. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements. We will not, however, incorporate by reference in this prospectus
any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant
to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except to the extent, specified
in such Current Reports.
We
will provide to each person, including any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is delivered
a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference
as an exhibit to this prospectus) at no cost, upon a request to us by writing or telephoning us at the following address and telephone
number:
BriaCell
Therapeutics Corp.
235
15th Street, Suite 300
West
Vancouver, BC, V7T 2X1
604-921-1810
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
information set forth in this prospectus may contain forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe
harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,”
“may,” “will,” “should,” “could,” “would,” “seek,” “intend,”
“plan,” “goal,” “project,” “estimate,” “anticipate” “strategy,”
“future,” “likely” or other comparable terms and references to future periods. All statements other than statements
of historical facts included in this prospectus regarding our strategies, prospects, financial condition, operations, costs, plans and
objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding:
possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies;
future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash
needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, known
and unknown risks, changes in circumstances and other factors that are difficult to predict and many of which are outside of our control.
Our actual results, performance, achievements and financial condition may differ materially from those expressed or implied in such forward-looking
statements. Therefore, you should not place undue reliance on any of these forward-looking statements. The forward looking statements
contained herein and in the documents incorporated hereto by reference are presented for the purposes of assisting readers in understanding
BriaCell’s expected financial and operating performance and BriaCell’s plans and objectives, and may not be appropriate for
any other purpose.
Any
forward-looking statement made by us in this prospectus is based only on information currently available to us and speaks only as of
the date on which it is made.
We
undertake no obligation to publicly update any forward-looking statement, whether written or oral that may be made from time to time,
whether as a result of new information, future developments or otherwise, except as may be required under applicable law. We anticipate
that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits
to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results
may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions,
merger, dispositions, joint ventures, spinouts or investments we may undertake. We qualify all of our forward-looking statements by these
cautionary statements.
BriaCell
Therapeutics Corp.
BriaCell
Therapeutics Corp. (the “Company”), is a clinical-stage biotechnology company that is developing novel immunotherapies to
transform cancer care. Immunotherapies have come to the forefront in the fight against cancer as they harness the body’s own immune
system to recognize and destroy cancer cells. The Company is currently advancing its Bria-IMT™ targeted immunotherapy in combination
with an immune check point inhibitor in a pivotal Phase 3 study in advanced metastatic breast cancer. BriaCell recently reported benchmark-beating
patient survival and clinical benefit in advanced metastatic breast with median overall survival of 13.5 months in BriaCell’s advanced
metastatic breast cancer patients vs. 6.7-9.8 months for similar patients reported in the literature. A completed Bria-IMT™ Phase
1 combination study with retifanlimab (an anti-PD1 antibody manufactured by Incyte) confirmed tolerability and early-stage efficacy.
BriaCell is also developing a personalized off-the-shelf immunotherapy, Bria-OTS™, which provides a platform technology to develop
personalized off-the-shelf immunotherapies for numerous types of cancer, and a soluble CD80 protein therapeutic which acts both as a
stimulator of the immune system as well as an immune checkpoint inhibitor.
RISK
FACTORS
Investing
in our securities involves a high degree of risk, and there are various risk factors that could cause the Company’s future results
to differ materially from those described in this prospectus. Before making an investment decision, you should carefully consider any
risk factors set forth in the applicable prospectus supplement and the documents incorporated by reference in this prospectus, including
the factors discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and each subsequently
filed Quarterly Report on Form 10-Q and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange. See “Where You Can Find More Information” and “Information We Incorporate By
Reference.”. Each of the risks described in these documents could materially and adversely affect our business, financial condition,
results of operations and prospects, and could result in a partial or complete loss of your investment. If any of the risks described
in these documents, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material,
actually occur or become material risks, our business, financial condition, results of operations and cash flows, and consequently the
price of the common shares, could be materially and adversely affected. The risks discussed in these documents also include forward-looking
statements and our actual results may differ substantially from those discussed in these forward-looking statements. In addition, past
financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results
or trends in future periods.
Prospects
for companies in the life sciences industry generally may be regarded as uncertain, given the research and development nature of the
industry and uncertainty regarding the prospects of successfully commercializing product candidates. In particular, as the Company continues
to progress with conducting clinical trials of its product candidates, including Bria-IMTTM or Bria-OTSTM, additional
risk factors will arise and will be outlined in prospectus supplements as applicable.
USE
OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. Unless otherwise specified
in any prospectus supplement, we currently intend to use the net proceeds from the sale of our securities offered under this prospectus
for working capital and general corporate purposes including, but not limited to, research and development studies and the patent and
legal costs associated therewith, potential repurchase of certain of our issued shares and warrants and for general working capital purposes.
Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of
indebtedness.
DESCRIPTION
OF CAPITAL STOCK
The
following information describes the authorized share capital of the Company, as well as certain provisions of our articles, as amended
(the “Articles”). This description is only a summary. You should also refer to our Articles, which have been filed with the
SEC as exhibits to the registration statement of which this prospectus forms a part.
Description
of Common Shares
As
of January 22, 2024, our authorized share capital, as described in our Notice of Articles, consists of an unlimited number of
common shares, without par value, of which approximately 15,981,726 common shares are issued and outstanding. All of our outstanding
common shares are validly issued, fully paid and non-assessable.
Our
common shares are the only securities with respect to which a voting right may be exercised at a meeting of the shareholders of the Company.
Dividends.
Our shareholders are entitled to receive dividends, as may be declared from time to time and in the sole discretion of our board of directors.
Dividends shall be paid according to the number of Common Shares owned. Dividends may take the form of specific assets or of fully
paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways. Shareholders are not entitled
to notice of any dividend. We have never paid cash dividends on our capital stock and we do not anticipate paying any dividends in the
foreseeable future.
Voting
Rights. Each common share is entitled to one vote at a meeting of shareholders of the Company.
Listing.
Our common shares are traded on the Nasdaq Capital Market under the symbol “BCTX” and on the Toronto Stock Exchange under
the symbol “BCT”. The transfer agent and registrar for our common shares is Computershare Investor Services Inc., 3rd Floor,
510 Burrard Street, Vancouver, British Columbia V6C 3B9, telephone: (604) 661-9474, facsimile: (604) 661-9401.
Description
of Warrants
General
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material
terms and provisions of the warrants that we may offer under this prospectus, which consist of warrants to purchase common shares. Warrants
may be offered independently or together with common shares by any prospectus supplement and may be attached to or separate from those
securities.
While
the terms we have summarized below will generally apply to any future warrants we may offer under this prospectus, we will describe the
particular terms of any warrants that we may offer in more detail in the applicable prospectus supplement. The specific terms of any
warrants may differ from the description provided below as a result of negotiations with third parties in connection with the issuance
of those warrants, as well as for other reasons. Because the terms of any warrants we offer under a prospectus supplement may differ
from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different
from the summary in this prospectus.
We
will issue the warrants under a warrant agreement, which we will enter into with a warrant agent to be selected by us. We use the term
“warrant agreement” to refer to any of these warrant agreements. We use the term “warrant agent” to refer to
the warrant agent under any of these warrant agreements. The warrant agent will act solely as an agent of ours in connection with the
warrants and will not act as an agent for the holders or beneficial owners of the warrants.
We
will incorporate by reference into the registration statement, of which this prospectus is a part, the form of warrant agreement, including
a form of warrant certificate, which describes the terms of the series of warrants we are offering before the issuance of the related
series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified
in their entirety by reference to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge
you to read any applicable prospectus supplement related to the warrants that we sell under this prospectus, as well as the complete
warrant agreement that contain the terms of the warrants and defines your rights as a warrant holder.
We
will describe in the applicable prospectus supplement the terms relating to a series of warrants. If warrants for the purchase of common
shares are offered, the prospectus supplement will describe the following terms, to the extent applicable:
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the
offering price and the aggregate number of warrants offered; |
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the
total number of shares that can be purchased if a holder of the warrants exercises them; |
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the
number of warrants being offered with each common share; |
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the
date on and after which the holder of the warrants can transfer them separately from the related common shares; |
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the
number of common shares that can be purchased if a holder exercises the warrant and the price at which those shares may be purchased
upon exercise, including, if applicable, any provisions for changes to or adjustments in the exercise price and in the securities
or other property receivable upon exercise; |
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the
terms of any rights to redeem or call, or accelerate the expiration of, the warrants; |
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the
date on which the right to exercise the warrants begins and the date on which that right expires; |
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federal
income tax consequences of holding or exercising the warrants; and |
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the warrants. |
Warrants
for the purchase of common shares will be in registered form only.
A
holder of warrant certificates may exchange them for new certificates of different denominations, present them for registration of transfer
and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement.
Until any warrants to purchase common shares are exercised, holders of the warrants will not have any rights of holders of the underlying
common shares, including any rights to receive dividends or to exercise any voting rights, except to the extent set forth under “Warrant
Adjustments” below.
Exercise
of Warrants
Each
holder of a warrant is entitled to purchase the number of common shares, as the case may be, at the exercise price described in the applicable
prospectus supplement. After the close of business on the day when the right to exercise terminates (or a later date if we extend the
time for exercise), unexercised warrants will become void.
A
holder of warrants may exercise them by following the general procedure outlined below:
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deliver
to the warrant agent the payment required by the applicable prospectus supplement to purchase the underlying security; |
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properly
complete and sign the reverse side of the warrant certificate representing the warrants; and |
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deliver
the warrant certificate representing the warrants to the warrant agent within five business days of the warrant agent receiving payment
of the exercise price. |
If
you comply with the procedures described above, your warrants will be considered to have been exercised when the warrant agent receives
payment of the exercise price, subject to the transfer books for the securities issuable upon exercise of the warrant not being closed
on such date. After you have completed those procedures and subject to the foregoing, we will, as soon as practicable, issue and deliver
to you the common shares that you purchased upon exercise. If you exercise fewer than all of the warrants represented by a warrant certificate,
a new warrant certificate will be issued to you for the unexercised amount of warrants. Holders of warrants will be required to pay any
tax or governmental charge that may be imposed in connection with transferring the underlying securities in connection with the exercise
of the warrants.
Amendments
and Supplements to the Warrant Agreements
We
may amend or supplement a warrant agreement without the consent of the holders of the applicable warrants to cure ambiguities in the
warrant agreement, to cure or correct a defective provision in the warrant agreement, or to provide for other matters under the warrant
agreement that we and the warrant agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not
materially adversely affect the interests of the holders of the warrants.
Warrant
Adjustments
Unless
the applicable prospectus supplement states otherwise, the exercise price of, and the number of securities covered by, a warrant for
common shares will be adjusted proportionately if we subdivide or combine our common shares, as applicable. In addition, unless the prospectus
supplement states otherwise, if we, without payment:
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pay
any cash to all or substantially all holders of our common shares, other than a cash dividend paid out of our current or retained
earnings; |
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issue
any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness to all or substantially all holders of our
common shares; or |
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issue
common shares or additional shares or other securities or property to all or substantially all holders of our common shares by way
of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement; |
then
the holders of common share warrants will be entitled to receive upon exercise of the warrants, in addition to the securities otherwise
receivable upon exercise of the warrants and without paying any additional consideration, the amount of shares and other securities and
property such holders would have been entitled to receive had they held the common shares issuable under the warrants on the dates on
which holders of those securities received or became entitled to receive such additional shares and other securities and property.
Except
as stated above, the exercise price and number of securities covered by a warrant for common shares, and the amounts of other securities
or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided for if we issue those securities
or any securities convertible into or exchangeable for those securities, or securities carrying the right to purchase those securities
or securities convertible into or exchangeable for those securities.
Holders
of common share warrants may have additional rights under the following circumstances:
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certain
reclassifications, capital reorganizations or changes of the common shares; |
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certain
share exchanges, mergers, or similar transactions involving us that result in changes of the common shares; or |
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certain
sales or dispositions to another entity of all or substantially all of our property and assets. |
If
one of the above transactions occurs and holders of our common shares are entitled to receive shares, securities or other property with
respect to or in exchange for their securities, the holders of the common share warrants then-outstanding, as applicable, will be entitled
to receive upon exercise of their warrants the kind and amount of shares and other securities or property that they would have received
upon the applicable transaction if they had exercised their warrants immediately before the transaction.
Description
of Rights
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general
features of the rights that we may offer under this prospectus. We may issue rights to our shareholders to purchase our common shares
and/or any of the other securities offered hereby. Each series of rights will be issued under a separate rights agreement to be entered
into between us and a bank or trust company, as rights agent. When we issue rights, we will provide the specific terms of the rights
and the applicable rights agreement in a prospectus supplement. Because the terms of any rights we offer under a prospectus supplement
may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary
is different from the summary in this prospectus. We will incorporate by reference into the registration statement of which this prospectus
is a part, the form of rights agreement that describes the terms of the series of rights we are offering before the issuance of the related
series of rights. The applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including,
where applicable, the following:
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the
date for determining the persons entitled to participate in the rights distribution; |
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the
exercise price for the rights; |
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the
aggregate number or amount of underlying securities purchasable upon exercise of the rights; |
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the
number of rights issued to each stockholder and the number of rights outstanding, if any; |
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the
extent to which the rights are transferable; |
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the
date on which the right to exercise the rights will commence and the date on which the right will expire; |
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the
extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; |
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anti-dilution
provisions of the rights, if any; and |
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the
rights. |
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued
in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than shareholders, to or through
agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as
described in the applicable prospectus supplement.
Description
of Units
We
may issue units comprising two or more securities described in this prospectus in any combination. For example, we might issue units
consisting of a combination of common shares and warrants to purchase common shares. The following description sets forth certain general
terms and provisions of the units that we may offer pursuant to this prospectus. The particular terms of the units and the extent, if
any, to which the general terms and provisions may apply to the units so offered will be described in the applicable prospectus supplement.
Each
unit will be issued so that the holder of the unit also is the holder of each security included in the unit. Thus, the unit will have
the rights and obligations of a holder of each included security. Units will be issued pursuant to the terms of a unit agreement, which
may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified
date. A copy of the forms of the unit agreement and the unit certificate relating to any particular issue of units will be filed with
the SEC each time we issue units, and you should read those documents for provisions that may be important to you. For more information
on how you can obtain copies of the forms of the unit agreement and the related unit certificate, see “Where You Can Find More
Information.”
The
prospectus supplement relating to any particular issuance of units will describe the terms of those units, including, to the extent applicable,
the following:
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the
designation and terms of the units and the securities comprising the units, including whether and under what circumstances those
securities may be held or transferred separately; |
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any
provision for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
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whether
the units will be issued in fully registered or global form. |
Certain
Important Provisions of our Articles and the BCBCA
The
following is a summary of certain important provisions of our Articles and certain related sections of the Business Corporations Act
(British Columbia) (“BCBCA”). Please note that this is only a summary and is not intended to be exhaustive. This summary
is subject to, and is qualified in its entirety by reference to, the provisions of our Articles and the BCBCA.
Directors
Power
to vote on matters in which a director is materially interested. Under the BCBCA a director who has a material interest in a contract
or transaction or who is a director or senior officer of, or has a material interest in, a person who has a material interest in the
contract or transaction, whether made or proposed, if that contract or transaction is material to us, must disclose such interest to
us. A director does not hold a disclosable interest in a contract or transaction if the contract or transaction: (i) is an arrangement
by way of security granted by us for money loaned to, or obligations undertaken by, the director for our benefit or for one of our affiliates’
benefit; (ii) relates to an indemnity or insurance permitted under the BCBCA; (iii) relates to the remuneration of the director in his
or her capacity as director, officer, employee or agent of our company or of one of our affiliates; (iv) relates to a loan to our Company
while the director, or a person in whom the director has a material interest, is the guarantor of some or all of the loan; or (v) has
been or will be made with or for the benefit of a corporation that is affiliated with us and the director is also a director or senior
officer of that corporation or an affiliate of that corporation.
A
director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not
entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable
interest in that contract or transaction, in which case any or all of those directors may vote on such resolution. A director who holds
a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the
meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether
or not the director votes on any or all of the resolutions considered at the meeting.
A
director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly,
in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior
officer, must disclose the nature and extent of the conflict as required by the BCBCA.
.
Directors are also required to comply with certain other relevant provisions of the BCBCA regarding conflicts of interest.
Directors’
power to determine the remuneration of directors. The remuneration of our directors is determined by our directors subject to our
Articles. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. The remuneration
may be in addition to any salary or other remuneration paid to any of our employees (including executive officers) who are also directors.
Number
of shares required for director’s qualification. Directors do not need to own shares of the Company to qualify to be a director.
Shareholder
Meetings
Subject
to applicable stock exchange requirements, we must hold a general meeting of our shareholders at least once every calendar year and not
more than 15 months after the date of the annual general meeting for the preceding calendar year. A meeting of our shareholders may be
held anywhere in or outside British Columbia at a time and place determined by our board of directors.
A
notice to convene a meeting, specifying the date, time and location of the meeting, and, where a meeting is to consider special business,
the general nature of the special business must be sent to each shareholder entitled to attend the meeting and to each director not less
than 21 days and no more than two months prior to the meeting, although, as a result of applicable securities laws, the minimum time
for notice is effectively longer in most circumstances. Under the BCBCA, shareholders entitled to notice of a meeting may waive or reduce
the period of notice for that meeting, provided applicable securities laws are met. The accidental omission to send notice of any meeting
of shareholders to, or the non-receipt of any notice by, any person entitled to notice does not invalidate any proceedings at that meeting.
Our
Articles provide that a quorum for the transaction of business at a meeting of our shareholders is met where there are two persons who
are, or who represent by proxy, shareholders who, in the aggregate, hold at least 33.33% of the issued shares entitled to vote.
If
a quorum is not present at the opening of any meeting of shareholders, the meeting stands adjourned to the same day in the next week
at the same time and place, unless the meeting is requisitioned by shareholders, in which case the meeting is dissolved. At such adjourned
meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting
as originally notified.
When
a quorum is present or represented at any meeting, the vote of the holders of a majority of the shares having voting power present in
person or represented by proxy shall be sufficient to elect directors or to decide any question brought before such meeting, unless the
question is one upon which by express provision of the BCBCA or of the Articles, a different vote is required in which case such express
provision shall govern and control the decision of such question.
Each
shareholder of record of the Company shall be entitled at each meeting of shareholders to one vote for each common share held. Upon the
demand of any shareholder, the vote for directors and the vote upon any question before the meeting shall be conducted by ballot.
At
any meeting of the shareholders any shareholder may be represented and vote by a proxy or proxies appointed by an instrument in writing.
In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present
at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote
shall be used to vote at a meeting of the shareholders unless it shall have been validly deposited with the Company in accordance with
the Articles, the BCBCA and applicable securities laws. All questions regarding the qualification of voters, the validity of proxies
and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed in accordance with the
Articles, the BCBCA and applicable securities laws.
Any
action which may be taken by the vote of the shareholders at a meeting may be taken without a meeting if authorized by the written consent
of shareholders holding at least a majority of the voting power, unless the provisions of the BCBCA or of the Articles require a greater
proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.
Shareholder
Proposals
Under
the BCBCA, qualified shareholders holding at least one percent (1%) of our issued voting shares may make proposals for matters to be
considered at the annual general meeting of shareholders. Such proposals must be sent to us in advance of any proposed meeting by delivering
a timely written notice in proper form to our registered office in accordance with the requirements of the BCBCA and be accompanied by
one written statement in support of the proposal. The notice must include information on the business the shareholder intends to bring
before the meeting.
Forum
Selection
We
have not included a forum selection provision in our Articles.
Ownership
Limitation and Transfer of Shares
Our
common shares are not subject to transfer restrictions under our Articles, but may be subject to restrictions on transfer or prohibited
by another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade. The ownership or voting
of our common shares by non-residents of Canada is not restricted by our Articles.
Share
Transfers
Pursuant
to our Articles, a transfer of a share must not be registered unless:
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Except
as exempted by the BCBCA, a duly signed proper instrument of transfer in respect of the share has been received by the Company; |
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(b) |
If
a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered
to the Company; and |
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if
a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company
in respect of the share to be transferred, that acknowledgment has been surrendered to the Company. |
Change
in Control
Our
Articles do not contain restrictions on change in control.
Election
of Directors
Our
common shares do not have cumulative voting rights for the election of directors. As a result, the holders of a majority of the voting
power represented at a shareholders meeting have the power to elect all of our directors.
The
directors shall be elected at the annual meeting of the shareholders by a simple majority vote of holders of our voting shares, participating
and voting at such meeting, and each director elected shall hold office until his successor is elected and qualified. However, in the
event of any vacancy in our board of directors, including those caused by an increase in the number of Directors, such vacancy
may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director
so elected shall hold office until his successor is elected at an annual or a special meeting of the shareholders. The holders of a two-thirds
of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors
by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer.
Such removal shall be effective immediately, even if successors are not elected simultaneously and the vacancies on the board
of directors resulting therefrom shall be filled only by the shareholders.
A
vacancy or vacancies in the board of directors shall be deemed to exist in case of the death, resignation or removal of
any directors, or if the authorized number of directors be increased in accordance with the Articles and the BCBCA, or if the shareholders
fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number
of directors to be voted for at that meeting.
The
shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the board
of directors accepts the resignation of a director tendered to take effect at a future time, the board or the shareholders
shall have power to elect a successor to take office when the resignation is to become effective.
No
reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of
office.
Anti-Takeover
Measures
Our
Articles do not provide for any anti-takeover measures.
Changes
in Capital
Our
Articles enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the BCBCA.
We
have had no change in share capital in the prior three years other than increasing the number of issued and outstanding common shares
as described elsewhere in this prospectus.
Exchange
Controls
The
BCBCA and our Articles do not provide for any restriction in connection with the following:
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(1) |
the
import or export of capital, including the availability of cash and cash equivalents for use by the company’s group; and |
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(2) |
the
remittance of dividends, interest or other payments to nonresident holders of the company’s securities. |
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time, by a variety of methods, including the following:
● |
on
any national securities exchange or quotation service on which our securities may be listed at the time of sale, including the Nasdaq
Capital Market; |
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● |
in
the over-the-counter market; |
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● |
in
transactions otherwise than on such exchange or in the over-the-counter market, which may include privately negotiated transactions
and sales directly to one or more purchasers; |
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● |
through
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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● |
through
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
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● |
through
underwriters, broker-dealers, agents, in privately negotiated transactions, or any combination of these methods; |
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● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
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● |
a
combination of any of these methods; or |
|
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● |
by
any other method permitted pursuant to applicable law. |
The
securities may be distributed from time to time in one or more transactions:
● |
at
a fixed price or prices, which may be changed; |
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● |
at
market prices prevailing at the time of sale; |
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● |
at
prices related to such prevailing market prices; or |
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● |
at
negotiated prices. |
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers
to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell
the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to
be underwriting discounts and commissions. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or
FINRA, the maximum amount of underwriting compensation, including underwriting discounts and commissions, to be paid in connection with
any offering of securities pursuant to this prospectus may not exceed 8% of the aggregate principal amount of securities offered. We
may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities
Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
The securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons
participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This
may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more
securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making
purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain
the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions
allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization
transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that
which might otherwise prevail in the open market. These transactions may be discontinued at any time.
If
indicated in the applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers
by institutions or other suitable purchasers to purchase the securities at the offering price set forth in the prospectus supplement,
pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These
purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational
and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered
by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States
to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance
of these contracts.
We
may engage in at-the-market offerings into an existing trading market in accordance with rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the
third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us, or borrowed from us or others to settle those sales or to close out any related
open borrowings of common shares, and may use securities received from us in settlement of those derivatives to close out any related
open borrowings of our common shares. In addition, we may loan or pledge securities to a financial institution or other third party that
in turn may sell the securities using this prospectus and an applicable prospectus supplement. Such financial institution or other third
party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of
the securities offered by this prospectus, and any supplement thereto, will be passed upon by Sichenzia Ross Ference Carmel LLP with
respect to U.S. legal matters and by Bennett Jones LLP, Toronto, Canada with respect to Canadian legal matters.
EXPERTS
The
audited consolidated financial statements of the Company and its subsidiaries, as of and for the years ended July 31, 2023, and 2022,
included in this prospectus have been so included in reliance upon the report of MNP LLP, independent registered public accountants,
upon the authority of said firm as experts in accounting and auditing.
2,302,935 Common Shares
Pre-Funded Warrants to purchase up to 100,000
Common Shares
Common Warrants to purchase up to 2,402,935
Common Shares
Up to 100,000 Common Shares
Underlying the Pre-Funded Warrants
Up to 2,402,935 Common Shares Underlying the
Common Warrants
Placement Agent Warrants to purchase up to 50,000
Common Shares
Up to 50,000 Common Shares Underlying the Placement
Agent Warrants
Prospectus
Supplement
Sole
Placement Agent
A.G.P |
May
14, 2024
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