BERKELEY, Calif. and VANCOUVER, British Columbia, March 27, 2018 — BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) (TSX-V:BCT) (OTCQB:BCTXF), an immuno-oncology focused biotechnology company with a proprietary targeted immunotherapy technology, is pleased to announce that the Company has completed both its previously announced brokered and non-brokered private placement financings.
BriaCell completed a non-brokered private placement (the “Non-Brokered Unit Offering”) of 43,072,322 units of the Company (the “Units”) at a price of C$0.10 per Unit for aggregate gross proceeds of C$4,307,232. Under the Non-Brokered Unit Offering, each Unit consists of one common share of BriaCell (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). The Warrants are valid for 36 months following the closing of the Non-Brokered Unit Offering and each Warrant is exercisable for one Common Share at an exercise price of C$0.14.
Concurrent with the Non-Brokered Unit Offering, the Company also announced today that it completed a brokered private placement for the purchase of 5.0% unsecured convertible notes (each, a “Note”) of BriaCell in the principal amount of US$800,000 (the “Note Offering”). Under the terms of securities purchase agreements dated March 8, 2018 between the Company and the purchasers of Notes, each Note is convertible at the option of the holder into (i) common shares of BriaCell for so long as the Note is outstanding, at a fixed conversion price of C$0.10 per Common Share, for a period of six months from the date of issuance, which may be extended by the applicable holder for up to six additional six month terms at the holder’s sole option, and (ii) for each Common Share resulting from the conversion, one Warrant. The Warrants are valid for 36 months from their issuance date and each Warrant is exercisable for one Common Share at an exercise price of C$0.14.
In connection with the Non-Brokered Unit Offering and the Note Offering (together, the “Offerings”), the Company paid commissions to certain participating dealers on a portion of funds raised. In respect of the Note Offering, an aggregate cash commission of US$64,000 was paid to Newbridge Securities Corp. (“Newbridge”) through its LifeTech Capital division. Newbridge also acted as a financial advisor to the Company for the combined Offering and was paid advisory fees comprised of US$100,000 and 1,250,000 Warrants. In respect of the Non-Brokered Unit Offering, aggregate cash commissions of C$235,215 and an aggregate 2,613,350 compensation warrants were paid. The compensation warrants issued in connection with the Offerings are exercisable for one Common Share at an exercise price of C$0.14 for a period of 36 months from the issue date.
Officers and members of the Company’s board of directors, including BriaCell’s Chief Executive Officer, Chief Financial Officer and the board’s Chairman (the “Related Parties”), participated in the Non-Brokered Unit Offering, which participation constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSX Venture Exchange policy 5.9. Such related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company’s market capitalization. BriaCell did not file a material change report in respect of the related party transactions less than 21 days prior to the closing of the Offerings, which the Company deemed reasonable in the circumstances so as to be able to avail itself of the proceeds in an expeditious manner.
The Company will use the proceeds from the Note Offering and the Non-Brokered Unit Offering, which includes investments from leading U.S. biotech funds such as Brio Capital Master Fund Ltd., Efrat Investments LLC and Mario Family Partners LP, to: (i) finance the Company’s Phase-2a clinical trial; (ii) to finance the Company’s pursuit of other research opportunities; and (iii) for working capital and general corporate purposes.
All securities issued under the Offerings have a four month and one day hold period expiring on July 20, 2018, and the Offerings are subject to final approval from the TSX Venture Exchange.
BriaCell is an immuno-oncology focused biotechnology company developing a targeted and safe approach to the management of cancer. Immunotherapy has come to the forefront in the fight against cancer, harnessing the body’s own immune system in recognizing and selectively destroying cancer cells while sparing normal ones. Immunotherapy, in addition to generally being more targeted and less toxic than commonly used types of chemotherapy, is also thought to be a potent approach with the potential to prevent cancer recurrence.
Bria-IMT™ (SV-BR-1-GM), the Company’s lead product candidate, is derived from a specific breast cancer cell line. It is genetically engineered to release granulocyte-macrophage colony-stimulating factor (GM-CSF), a substance that activates the immune system. We believe that Bria-IMT™ helps the body to recognize and kill tumor cells by activating T cells that attack the tumor and B cells that produce anti-tumor antibodies.
The results of two previous proof-of-concept clinical trials (one with the precursor cell line not genetically engineered to produce GM-CSF and one with Bria-IMT™) produced encouraging results in patients with advanced breast cancer. Most notably, one patient with metastatic breast cancer responded to Bria-IMT™ with substantial reduction in tumor burden including breast, lung, soft tissue and brain metastases. The company is currently conducting a Phase I/IIa clinical trial for Bria-IMT™ in patients with advanced breast cancer. This trial is listed in ClinicalTrials.gov as NCT03066947. The trial is being conducted along with the co-development of BriaDX™, the Company’s companion diagnostic test. The interim data for the first 6 patients was the subject of a press release in early 2018. Additionally, the FDA recently approved the roll-over combination study of Bria-IMT™ with pembrolizumab Keytruda®; manufactured by Merck & Co., Inc. or ipilimumab Yervoy®; manufactured by Bristol-Myers Squibb Company for patients previously treated with Bria-IMT™ in the Company’s ongoing Phase I/IIa clinical trial in advanced breast cancer. The roll-over trial is listed in ClinicalTrials.gov as NCT03328026.
BriaCell is also developing Bria-OTS™, an off-the-shelf personalized Immunotherapy. Bria-OTS™ consists of 14 individually pre-manufactured genetic alleles. BriaCell’s BriaDX™ companion diagnostic reveals a patient’s specific HLA-types and the 2 best matching alleles are administered to the patient. BriaCell’s 14 alleles (8 Class I and 6 Class II) cover approximately 90% of the Breast Cancer population while eliminating the complex manufacturing logistics required for other personalized immunotherapies. Bria-OTS™ is a personalized therapy without the need for personalized manufacturing.
Yet another item in the BriaCell pipeline is a novel, selective protein kinase C delta (PKCδ) inhibitor. PKCδ inhibitors have shown activity in a number of pre-clinical models of RAS genes’ transformed cancers including breast, pancreatic, non-small cell lung cancer and neuroendocrine tumors (such as carcinoid tumors).
For additional information on BriaCell, please visit our website: http://briacell.com.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Company has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Information
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation which involves known and unknown risks relevant to the Company in particular and to the biotechnology and pharmaceutical industries in general, uncertainties and other factors that may cause actual events to differ materially from current expectation. These risks are more fully described in the Company’s public filings available at www.sedar.com.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact:
BriaCell Therapeutics Corp.:
Manager, Corporate Development