BriaCell Therapeutics Corp 8-K, filed Aug 21, 2023
BriaCell Therapeutics Corp. (BCTX)
About this 8-K
BriaCell Therapeutics Corp filed this 8-K on August 21, 2023, reporting on events of August 18, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
On August 18, 2023, BriaCell Therapeutics Corp. (the “Company”) held a special meeting of holders of common shares of the Company, virtually via live-audio only webcast (the “Meeting”). As of July 18, 2023, the date of record for determining the shareholders entitled to vote on the proposals presented at the Meeting, there were 15,981,726 common shares of the Company (“Common Shares”) issued and outstanding and entitled to vote at the Meeting. A total of 6,889,162 Common Shares, constituting a quorum, were represented personally or by valid proxies at the Meeting. The matters submitted to a vote of the Company’s shareholders at the Meeting are described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2023. The final results for each of the matters submitted to a vote of the Company’s shareholders at the Meeting are as follows:
Proposal 1. At the Meeting, not less than two-thirds of the votes cast by shareholders of the Company cast on this proposal, approved the arrangement agreement), between the Company and BriaPro Therapeutics Corp. (“SpinCo”) and the statutory plan of arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia). The result of the votes to approve the arrangement agreement and the plan of arrangement was as follows:
| For | Against | Abstain | Broker Non-Votes | ||||
| 6,814,983 | 71,082 | 3,097 | 0 |
Proposal 2. At the Meeting, a majority of the votes cast by shareholders of the Company on this proposal, approved the Spinco omnibus equity incentive plan (the “SpinCo Incentive Plan”). The result of the votes to approve the SpinCo Incentive Plan was as follows:
| For | Against | Abstain | Broker Non-Votes | ||||
| 6,179,448 | 705,709 | 4,004 | 1 |
Proposal 3. At the Meeting, a majority of the votes cast by shareholders of the Company on this proposal, upon approving the SpinCo Incentive Plan, ratified, confirmed and approved a grant of an aggregate of 180,100 options to acquire shares of the Company on August 2, 2022, granted under the Company’s stock option plan, which was superseded by the Company’s omnibus equity incentive plan, to the officers listed in the table below, on August 2, 2022 (the “Award”).
| Name and Position | Number of options outstanding | |||
| Dr. William V. Williams, Chief Executive Officer and President | 101,800 | |||
| Gadi Levin, Chief Financial Officer | 20,300 | |||
| Giuseppe Del Priore, Chief Medical Officer | 10,000 | |||
| Miguel Lopez-Lago, Chief Scientific Officer | 10,000 | |||
| Executive Group | 142,100 | |||
| Non-Executive Director Group | 0 | |||
| Non-Executive Officer Group | 0 | |||
| Other Non-Executives and Non-Officers | 38,000 | |||
The result of the votes to approve the Award was as follows:
| For | Against | Abstain | Broker Non-Votes | ||||
| 6,760,459 | 52,232 | 9,321 | 1 |
Item 8.01 Other Events
On August 18, 2023 the Company issued a press release announcing the voting results of the Meeting.
Item 9.01 Financial Statements and Exhibits
EXHIBIT INDEX
| Exhibit | Description | |
| 10.1 | Omnibus Equity SpinCo Incentive Plan (incorporated by reference from Schedule L to the Definitive Proxy Statement for the BriaCell Therapeutics Corp. Special Meeting of Shareholders, filed with the SEC on July 26, 2023). | |
| 99.1 | Press release issued August 18, 2023. | |
| 104 | Cover 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 | |
| August 21, 2023 | William V. Williams |
| President and Chief Executive Officer |
Exhibit 99.1
BRIACELL THERAPEUTICS CORP. ANNOUNCES VOTING RESULTS FROM SPECIAL MEETING
| ● | Shareholders overwhelmingly approved the spinout of BriaPro Therapeutics (Spinco) which includes specific pipeline assets including Bria-TILsRx and and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer |
| ● | Share reorganization expected to take place immediately prior to the closing of the Arrangement on or about August 31, 2023 |
PHILADELPHIA and VANCOUVER, British Columbia, August 18, 2023 - BriaCell Therapeutics Corp. (TSX: BCT, Nasdaq: BCTX, BCTXW) (“BriaCell” or the “Company”), a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care, is pleased to announce that at a special meeting held today (the “Meeting”), shareholders of BriaCell (“BriaCell Shareholders”) approved a special resolution (the “Arrangement Resolution”) approving the previously-announced plan of arrangement (the “Arrangement”) pursuant to which certain 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 BriaPro Therapeutics Corp. (“SpinCo”), resulting in a 2/3 owned subsidiary of the Company upon closing of the Arrangement with the remaining 1/3 held by BriaCell shareholders. In addition, BriaCell Shareholders also approved the adoption of a rolling 15% stock option plan of SpinCo (the “SpinCo Option Plan Resolution”) and the grant of certain stock options granted by BriaCell in August 2022 (the “Option Issuance Resolution” and, together with the Spinco Option Plan Resolution and the Arrangement Resolution, the “Resolutions”), all as further described in the proxy statement of the Company dated July 24, 2023 (the “Proxy Statement”).
A total of 43.11% of the issued and outstanding common shares of the Company were represented either in person or by proxy at the Meeting. Closing of the Arrangement remains subject to a number of conditions, including final court approval scheduled for August 25, 2023 and regulatory approvals. The Arrangement is expected to close on or around August 31, 2023.
On a vote by ballot, the Resolutions were approved, with common shares represented at the Meeting voting as follows:
| RESOLUTION | FOR | AGAINST | WITHHELD/ ABSTAIN | NON VOTE | ||||||||||||||||||||||||||||
| # | % | # | % | # | % | # | % | |||||||||||||||||||||||||
| Arrangement Resolution | 6,814,983 | 98.92 | % | 71,082 | 1.03 | % | 3,097 | 0.04 | % | 0 | 0.00 | % | ||||||||||||||||||||
| SpinCo Option Plan Resolution | 6,179,448 | 89.70 | % | 705,709 | 10.24 | % | 4,004 | 0.06 | % | 1 | 0.00 | % | ||||||||||||||||||||
| Option Issuance Resolution | 6,760,459 | 99.10 | % | 52,232 | 0.77 | % | 9,321 | 0.14 | % | 1 | 0.00 | % | ||||||||||||||||||||
The percentages above are percentages of the votes cast at the Meeting.
Pursuant to the terms of the Arrangement, 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. 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 (retiring their old share) having the same terms and characteristics as the existing BriaCell common shares. August 31, 2023 is the expected record date for the distribution contemplated by the Arrangement. Following the closing of the Arrangement, the Company will remain listed on the NASDAQ Stock Market and Toronto Stock Exchange, and SpinCo will become an unlisted reporting issuer in Canada.
BriaCell will be seeking final court approval in respect of the Arrangement on August 25, 2023, at 9:45 a.m. before the Supreme Court of British Columbia located at the Courthouse, at 800 Smithe Street, Vancouver, British Columbia. Certain interested parties are entitled to appear at the hearing and make submissions. To appear at the hearing and make submissions, the requirements set out in BriaCell’s Proxy Statement, which is available under the Company’s profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov, must be followed. Please refer to the Proxy Statement in its entirety for further information.
About BriaCell Therapeutics Corp.
BriaCell is a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care. More information is available at https://briacell.com/.
Cautionary Note Regarding Forward-Looking Information
This release includes forward-looking information (within the meaning of Canadian securities laws and within the meaning of the United States Private Securities Litigation Reform Act of 1995) regarding BriaCell and its business. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of BriaCell and are based on assumptions and subject to risks and uncertainties. Although the management of BriaCell believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies. Although BriaCell has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and BriaCell does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Additional information relating to BriaCell, including its annual information form, can be located on the SEDAR website at www.sedar.com and on the EDGAR section of the SECs website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities.
Neither the Toronto Stock Exchange, nor its Regulation Services Provider, have approved the contents of this release or accept responsibility for the adequacy or accuracy of this release.
Contact Information
Company Contact
William V. Williams, MD President & CEO
1-888-485-6340
Info@briacell.com
Media Relations:
Jules Abraham
Director of Public
Relations CORE IR
917-885-7378
julesa@coreir.com
Investor Relations Contact:
CORE IR
investors@briacell.com