BERKELEY, Calif., and VANCOUVER, British Columbia, July 23, 2019 — BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) (TSX-V:BCT) (OTCQB:BCTXF), a clinical-stage biotechnology company specializing in targeted immunotherapy for advanced breast cancer, is pleased to announce that it intends to complete a non-brokered private placement of up to 5,000,000 common shares of the Company at a price of C$0.07 per common share for gross proceeds of up to approximately C$350,000 (the “Offering”).
The Company intends to use the net proceeds from the Offering:
(i) to finance the Company’s Phase IIa combination study of Bria-IMT™ with KEYTRUDA® [by Merck & Co. Inc. (NYSE: MRK)] in advanced breast cancer;
(ii) to finance the Company’s collaboration with Incyte (NASDAQ: INCY): combination study of Bria-IMT™ with selected Incyte compounds, including an anti-PD-1 monoclonal antibody and an IDO1 inhibitor in advanced breast cancer;
(iii) to finance the Company’s pursuit of other research opportunities; and
(iv) for working capital and general corporate purposes.
The closing of the Offering is scheduled to occur on or about August 6, 2019. All securities issued under the Offering will be subject to a hold period expiring four months plus one day following the closing of the Offering. The Offering remains subject to final approval from the TSX Venture Exchange.
BriaCell’s board of directors are insiders of the Company, and insider participation in the Offering is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insiders’ participation in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101.
The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons 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.
BriaCell is an immuno-oncology focused biotechnology company developing targeted and safe approaches for the management of cancer.
BriaCell is currently conducting a Phase I/IIa clinical trial of Bria-IMT™, BriaCell’s lead candidate, in a Combination Study with pembrolizumab [KEYTRUDA®; manufactured by Merck & Co., Inc. (NYSE: MRK)]. The Combination Study is listed in ClinicalTrials.gov as NCT03328026.
BriaCell and Incyte Corporation (NASDAQ: INCY) have formed a non-exclusive clinical trial collaboration to evaluate the effects of combinations of novel clinical candidates. Under the agreement, Incyte and BriaCell will be evaluating novel combinations of compounds from Incyte’s development portfolio with Bria-IMT™ in advanced breast cancer patients.
BriaCell is developing Bria-OTS™, an off-the-shelf personalized immunotherapy, for advanced breast cancer. Bria-OTS™ immunotherapy treatments are personalized to match the patient without the need for personalized manufacturing. Bria-OTS™, which is expected to cover over 99 percent of the patient population, is designed to produce a potent and selective immune response against the cancer of each patient while eliminating the time, expense and complex manufacturing logistics associated with other personalized immunotherapies.
For additional information on BriaCell, please visit: http://www.BriaCell.com.
Cautionary Note Regarding Forward-Looking Information
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation 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.
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.
For further information, please contact:
BriaCell Therapeutics Corp.:
Manager, Corporate Development