8-K
BriaCell Therapeutics Corp. (BCTX)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2023
| BRIACELL THERAPEUTICS CORP. | |
|---|---|
| (Exact<br> name of registrant as specified in its charter) | |
| British Columbia | 47-1099599 |
| --- | --- |
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| Suite 300 - 235 15th Street<br><br> <br>West Vancouver, BC V7T 2X1 | V7T 2X1 |
| --- | --- |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(604) 921-1810
(Registrant’s telephone number, including area code)
Commission
File No. 001-40101
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Shares, no par value | BCTX | The<br> Nasdaq Stock Market LLC |
| Warrants<br> to purchase common shares, no par value | BCTXW | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item3.02 Unregistered Sales of Equity Securities.
As previously announced, on May 12, 2023, BriaCell Therapeutics Corp. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with Prevail Partners, LLC (“Prevail”), pursuant to which the Company agreed to issue 463,408 common shares (the “Shares”), pending approval from the Toronto Stock Exchange (“TSX”).
On May 18, 2023, TSX approved the transaction. The next day, May 19, 2023, the Company issued Prevail the Shares at a price per Share of $8.63 for aggregate gross proceeds of $4,000,000, concurrently putting out a press release announcing the closing, a copy of which is attached as Exhibit 99.1. The Shares were offered and sold in reliance on the exemption from registration afforded by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended.
Item9.01 Financial Statements and Exhibits
EXHIBIT
INDEX
| Exhibit | Description |
|---|---|
| 10.1 | Stock Purchase Agreement dated May 12, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K filed May 12, 2023) |
| 99.1 | Press release dated May 19, 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRIACELL THERAPEUTICS CORP. | |
|---|---|
| /s/ William V. Williams | |
| May<br> 22, 2023 | William<br> V. Williams<br><br> <br>President<br> and Chief Executive Officer |
Exhibit99.1
BriaCellCloses $4 Million Strategic Investment by Prevail Partners, LLC at US$8.63 per Share
PHILADELPHIA and VANCOUVER, British Columbia, May 19, 2023— 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 the Company has completed the previously-announced strategic investment by Prevail Partners, LLC (“PrevailPartners”) in the Company (the “Investment”), in accordance with a stock purchase agreement (the “Agreement”) entered into between the Company and Prevail Partners on May 12, 2023. Pursuant to the Agreement, the Company issued 463,408 common shares (the “Shares”) to Prevail Partners (the “Issuance”) at a price per Share of US$8.63 for aggregate gross proceeds of US$4 million.
“Contract Research Organizations (CROs) typically do not invest in small biotech companies. Prevail Partner’s significant investment in BriaCell is a remarkable sign of confidence in our clinical plans and objectives,” stated Dr. William V. Williams, BriaCell’s President & CEO. “Our top priority remains to bring our novel therapeutic to advanced breast cancer patients who have failed other treatments and/or are unable to tolerate the harsh side effects of other drugs, and we believe Prevail is the right partner for us to achieve this goal.”
The Company received conditional approval from the Toronto Stock Exchange (“TSX”) on May 18, 2023.The Issuance remains subject to customary post-close filings with the TSX. The Company intends to use the proceeds from the Investment for Contract Research Organization (CRO) clinical services and technologies for its upcoming pivotal study in advanced metastatic breast cancer. The services, provided by Prevail Partners’ affiliate, Prevail InfoWorks, Inc. (“InfoWorks”), include clinical site coordination, project management, clinical monitoring and pharmacovigilance (safety management) services, and the use of InfoWork’s integrated real-time data analytics platform, The Single Interface®, for clinical support and real-time data analysis.
The Shares are subject to applicable US and Canadian resale restrictions, including a statutory hold period under Canadian securities laws of four months and one day from the closing date.
AboutBriaCell Therapeutics Corp.
BriaCell is an immuno-oncology-focused biotechnology company developing targeted and effective approaches for the management of cancer. More information is available at https://briacell.com/.
AboutPrevail Partners, LLC
Prevail Partners, LLC is a corporate strategic investment fund investing in clinical stage therapeutics companies. More information is available at https://prevailpartners.com/.
SafeHarbor
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 in relation to the TSX approval of the Issuance and use of proceeds, are based on BriaCell’s 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. 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.sedar.com 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.
ContactInformation
CompanyContact:
William V. Williams, MD
President & CEO
1-888-485-6340
info@briacell.com
MediaRelations:
Jules Abraham
Director of Public Relations
CORE IR
917-885-7378
julesa@coreir.com
InvestorRelations Contact:
CORE IR
investors@briacell.com
PrevailPartners, LLC Contact:
Mary Schaheen
President
267-797-2011
mary.schaheen@prevailpartners.com