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 1.01. Entry into a Material Definitive Agreement.
On October 1, 2024, BriaCell Therapeutics Corp. (the “Company”) entered into a Placement Agency Agreement (the “Agreement”) with ThinkEquity LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and sell to investors, in a best efforts offering (the “Offering”), an aggregate of (i) 5,128,500 common shares (the “Shares”), no par value per share (each a “Common Share”), of the Company and (ii) Common Share purchase warrants (the “Common Warrants”) to purchase up to 5,128,500 Common Shares (the “Common Warrant Shares”). Each Share and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined offering price of $0.975.
The Company received aggregate gross proceeds from the Offering of approximately $5.0 million, before deducting Placement Agent fees and other Offering expenses. The Company intends to use the net proceeds from the Offering for working capital requirements, general corporate purposes, and the advancement of business objectives.
The Securities Offered
Each Common Warrant has an exercise price of $0.85 per share, is immediately exercisable for one (1) Common Warrant Share, and expires five (5) years from its issuance date. The Shares and accompanying Common Warrants were issued separately.
A holder of the Common Warrants (together with its affiliates) may not exercise any portion of the Common Warrant to the extent that the holder would own more than 4.99% (or 9.99%, at the election of the holder) of the outstanding Common Shares immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Common Warrants up to 9.99% of the number of the Company’s Common Shares outstanding immediately after giving effect to the exercise.
As part of its compensation for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of 7.5% of the aggregate gross proceeds and also agreed to issue to the Placement Agent warrants to purchase 256,425 Common Shares (the “Placement Agent Warrants”). The Placement Agent Warrants have a term of five years commencing October 2, 2024, are immediately exercisable, and have an exercise price of $1.21875.
The Shares, the Common Warrants, the Common Warrant Shares and the Placement Agent Warrants and underlying Common Shares were offered and sold by the Company pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-276650), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and was declared effective by the SEC on January 31, 2024.
The representations, warranties and covenants contained in the Agreement were made solely for the benefit of the parties to the Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.
This Current Report on Form 8-K (this “Form 8-K”) shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing descriptions of the Common Warrants, the Placement Agent Warrants and the Agreement are not complete and are qualified in their entirety by reference to the full text of the form of Common Warrant, form of Placement Agent Warrant and the Agreement which are filed as Exhibits 4.1, 4.2 and Exhibit 10.1, respectively, to this Form 8-K and are incorporated herein by reference.
The Canadian legal opinion, including the related consent, of Bennett Jones LLP relating to the issuance and sale of securities in the Offering is filed as Exhibit 5.1 hereto. Further, the U.S. legal opinion, including the related consent, of Sichenzia Ross Ference Carmel LLP regarding the enforceability of the Common Warrants and Placement Agent Warrants, is filed as Exhibit 5.2 hereto.
Item 8.01. Other Events
On October 1, 2024, the Company issued a press release announcing the pricing of the Offering.
On October 2, 2024, the Company issued a press release announcing the closing of the Offering.
Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Common Warrant | |
| 4.2 | Form of Placement Agent Warrant | |
| 5.1 | Opinion of Bennett Jones LLP | |
| 5.2 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 10.1 | Placement Agency Agreement, dated as of October 1, 2024, by and between BriaCell Therapeutics Corp. and ThinkEquity LLC | |
| 23.1 | Consent of Bennett Jones LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.2) | |
| 99.1 | Press Release, dated October 1, 2024 | |
| 99.2 | Press Release, dated October 2, 2024 | |
| 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 | |
| October 2, 2024 | William V. Williams |
| President and Chief Executive Officer |