BriaCell Therapeutics Announces Pricing of $5.0 Million Registered Direct Offering
May 15 2024 - 8:00AM
BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT)
(“BriaCell” or the “Company”), a clinical-stage biotechnology
company that develops novel immunotherapies to transform cancer
care, today announced it has entered into securities purchase
agreements with healthcare-focused institutional investors and a
certain existing investor and a director of the Company for the
purchase and sale of 2,402,935 common shares of the Company (or
pre-funded warrants in lieu thereof) and warrants to purchase up to
an aggregate of 2,402,935 common shares of the Company at a
combined purchase price per share (and accompanying warrant) of
$2.00 for the institutional investors and $2.215 for the existing
investor and director of the Company for aggregate gross proceeds
of approximately $5.0 million before deducting placement agent fees
and other offering expenses (the “
Offering”). The
warrants will have an exercise price of $2.11 per share, will
become exercisable six months from the date of issuance and will
expire five years from the initial exercise date. The closing of
the Offering is expected to take place on or about May 17, 2024,
subject to the satisfaction of customary closing conditions.
The gross proceeds of the Offering will be
approximately $5.0 million before deducting placement agent fees
and other estimated Offering expenses payable by the Company. The
Company intends to use the net proceeds from this Offering for
working capital and general corporate purposes including, but not
limited to, research and development studies, including the Phase 3
pivotal study in advanced breast cancer, and the patent and legal
costs associated therewith, potential repurchase of certain of our
issued shares and warrants and for general working capital
purposes.
A.G.P./Alliance Global Partners is acting as
sole placement agent for the Offering.
This Offering is being made pursuant to an
effective shelf registration statement on Form S-3 (File No.
333-276650) previously filed with the U.S. Securities and Exchange
Commission (the “SEC”) on January 22, 2024 and
declared effective on January 31, 2024. A prospectus supplement and
accompanying base prospectus describing the terms of the proposed
offering will be filed with the SEC, and will be available on the
SEC’s website located at http://www.sec.gov. Electronic copies of
the prospectus supplement may be obtained, when available, from
A.G.P./Alliance Global Partners, at address 590 Madison Avenue,
28th Floor, New York, NY 10022, by telephone at (212) 624-2060, or
by email at prospectus@allianceg.com. The Offering may also be
conducted on a private placement basis in Canada in reliance upon
available exemptions from the prospectus requirements of applicable
Canadian securities laws. No Canadian prospectus has been or will
be filed in a province or territory of Canada to qualify the
securities in connection with the Offering. The Company is relying
upon the exemption set forth in Section 602.1 of the TSX Company
Manual, which provides that the TSX will not apply its standards to
certain transactions involving eligible interlisted issuers on a
recognized exchange, such as Nasdaq.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Related Party Transaction
Disclosure
The Company advises that a director of the
Company may participate in the Offering. Participation by directors
in the Offering is considered to be a “related party transaction”
for purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI
61-101”). The Company is relying on the exemption from the
formal valuation requirement in section 5.4 of MI 61-101 in
reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the
participation of the directors is not expected to exceed 25% of the
market capitalization of the Company. The Company notes that it
will not file a material change report in respect of the related
party transaction at least 21 days before the completion of the
Offering. The Company deems this circumstance reasonable in order
to complete the issuance of the Offering in an expeditious
manner.
About BriaCell Therapeutics
Corp.
BriaCell is a clinical-stage biotechnology
company that develops novel immunotherapies to transform cancer
care. More information is available
at https://briacell.com/.
Safe Harbor
This press release contains “forward-looking
statements” that are subject to substantial risks and
uncertainties. All statements, other than statements of historical
fact, contained in this press release are forward-looking
statements. Forward-looking statements contained in this press
release may be identified by the use of words such as “anticipate,”
“believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,”
“seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,”
“target,” “aim,” “should,” “will,” “would,” or the negative of
these words or other similar expressions, although not all
forward-looking statements contain these words. Forward-looking
statements, including those about the Offering; and the contents of
all such statements and current expectations and are subject to
inherent uncertainties, risks, and assumptions that are difficult
to predict. Further, certain forward-looking statements are based
on assumptions as to future events that may not prove to be
accurate, including the ultimate use of the proceeds of the
Offering, the terms and timing of the Offering, whether the
Offering will be completed, or that the closing conditions to the
Offering, including TSX and approval, will be satisfied. These and
other risks and uncertainties are described more fully under the
heading “Risks and Uncertainties” in the Company's most recent
Management’s Discussion and Analysis, under the heading "Risk
Factors" in the Company's most recent Annual Information Form, and
under “Risks and Uncertainties” in the Company's other filings with
the Canadian securities regulatory authorities and the U.S.
Securities and Exchange Commission, all of which are available
under the Company's profiles on SEDAR+ at
www.sedarplus.ca and on EDGAR at
www.sec.gov. Forward-looking statements contained
in this announcement are made as of this date, and BriaCell
Therapeutics Corp. undertakes no duty to update such information
except as required under applicable law.
Neither the Toronto Stock Exchange nor
its Regulation Services Provider (as that term is defined in the
policies of the Toronto Stock Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Contact Information
Company Contact:William V. Williams,
MDPresident & CEO1-888-485-6340info@briacell.com
Media Relations:Jules AbrahamCORE
IRjulesa@coreir.com
Investor Relations Contact:CORE
IRinvestors@briacell.com
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