BERKELEY, Calif., and VANCOUVER, British Columbia, April 1, 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, announces that it has upsized and closed the second and final tranche of its previously-announced non-brokered private placement (the “Second Tranche”) of common shares in the capital of the Company. Under the Second Tranche, the Company issued a total of 22,235,240 common shares at a price of C$0.10 per common share for gross proceeds of C$2,223,524. Combined with the closing of the first tranche on March 25, 2019 (the “First Tranche”), the Company has issued a total of 29,735,240 common shares for gross proceeds of C$2,973,524, upsized from its “up to approximately C$2 million” private placement (collectively with the First Tranche and Second Tranche, the “Private Placement”). The Private Placement size is inclusive of the C$500,000 equity investment by BriaCell Director and Acting Chairman of the Board, Jamieson Bondarenko, which closed as part of the first tranche on March 25, 2019 (“Bondarenko Investment”, collectively with the Private Placement, the “Offering”). The terms and conditions of the Private Placement and Bondarenko Investment are the same.
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 pursuit of other research opportunities; and (iii) for working capital and general corporate purposes.
All securities issued under the First Tranche will be subject to a hold period expiring on July 26, 2019. All securities issued under the Second Tranche will be subject to a hold period expiring on July 30, 2019. The Company paid a total of C$139,340 cash finders’ fees on subscriptions under the Offering.
Jamieson Bondarenko is an insider of the Company, and his participation in the Private Placement 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 Private Placement 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.
Separately, the Company has made an application to the TSX Venture Exchange (the “Exchange”) to amend the exercise price of approximately 12,453,000 common share purchase warrants (the “Warrants”) which were or will be issued to current BriaCell noteholders upon conversion of convertible notes issued as part of a previous private placement, which closed last year on March 8, 2018 (see press release dated March 7, 2018). Subject to Exchange approval, the Company intends to amend the exercise price of the Warrants from C$0.14 to C$0.12. All other terms of the Warrants remain the same. The Warrants are not owned by, directly or indirectly, any of the Company’s directors, officers or control persons.
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™, its 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 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: https://briacell.com/.
Cautionary Note Regarding Forward-Looking Information
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation 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