| Ticker | Status | Jurisdiction | Filing Date | CP Start | CP End | CP Loss | Deadline |
|---|
| Ticker | Case Name | Status | CP Start | CP End | Deadline | Settlement Amt |
|---|
| Ticker | Name | Date | Analyst Firm | Up/Down | Target ($) | Rating Change | Rating Current |
|---|
PHILADELPHIA and VANCOUVER, British Columbia, May 25, 2023 (GLOBE NEWSWIRE) -- BriaCell Therapeutics Corp. (NASDAQ:BCTX, BCTXW))))) (TSX:BCT) ("BriaCell" or the "Company"), a clinical-stage biotechnology company specializing in targeted immunotherapies for cancer, is pleased to announce that it has entered into an arrangement agreement dated May 24, 2023 with BriaPro Therapeutics Corp. ("SpinCo"), a wholly-owned subsidiary of the Company (the "Arrangement Agreement") pursuant to which certain pre-clinical pipeline assets of the Company, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (the "SpinCo Assets"), will be spun-out to SpinCo by way of a court approved statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").
"As we focus our efforts on the upcoming pivotal study of our lead clinical candidate, Bria-IMT™, in advanced metastatic breast cancer, we believe that this strategy of spinning out certain pre-clinical immunotherapies in a separate entity of BriaPro Therapeutics Corp. will position them for success and will create our shareholders value over the long term," stated Dr. William V. Williams, BriaCell's President and CEO. "We continue with our mission to develop novel immunotherapies to fight cancer and improve patients' lives whose medical needs are currently unmet."
Pursuant to the Arrangement Agreement, SpinCo will acquire the entire right and interest in and to the SpinCo Assets in consideration for the issuance by SpinCo to the Company of SpinCo common shares (the "SpinCo Shares"). Under the terms of the Arrangement, for each BriaCell share held immediately prior to closing, BriaCell shareholders will receive one (1) common share of SpinCo, and one (1) new common share of BriaCell having the same terms and characteristics as the existing BriaCell common shares. SpinCo Shares issued to BriaCell shareholders will, in aggregate, represent 33.33% ownership of SpinCo Shares upon closing of the Arrangement, with BriaCell initially retaining a 66.67% ownership interest in SpinCo. BriaCell shareholders who receive SpinCo Shares will ultimately own shares in both companies: BriaCell, which will continue with its mission to develop targeted immunotherapies for cancer, and SpinCo, which will focus on the development of the SpinCo Assets.
Under the terms of the Arrangement, existing holders of BriaCell warrants shall receive upon exercise of each BriaCell warrant, for the original exercise price: one (1) BriaCell common share and one (1) SpinCo Share for each BriaCell common share that was issuable upon exercise of the BriaCell warrant.
Following the Arrangement, BriaCell will remain listed on both the NASDAQ Capital Market ("NASDAQ") and Toronto Stock Exchange ("TSX"), and SpinCo will become an unlisted reporting issuer in Canada.
