BriaCell Announces Proposed Public Offering in the United States and Listing on NASDAQ
February 21 2020 - 8:42AM
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, is pleased to announce that it has commenced an
underwritten public offering of its securities in the United States
(the “Offering”). A registration statement relating to
the securities subject to the Offering has been filed with the
United States Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended (the “Securities Act”) but
has not yet become effective. The Offering is subject to
market and other conditions including the effectiveness of the
registration statement, and there can be no assurance as to whether
or when the Offering may be completed, or as to the actual size or
terms of the offering.
The registration statement currently
contemplates that the Company expects to offer up to US$12.5
million of common units (each, a “Common Unit”), however, the
aggregate amount of securities offered and issued if and when the
terms of the Offering are finalized could be a greater or lesser
amount. Each Common Unit consists of one common share
and one warrant entitling the holder to purchase one common share
at an exercise price equal to 125% of the public offering price of
the Common Units, expiring five years from the date of issuance
(the "Unit Warrants"). In lieu of Common Units, certain
purchasers may purchase units consisting of pre-funded warrants to
purchase one common share at an exercise price of US$0.01 per share
(such units to be offered at the offering price of the Common
Units, less US$0.01) and one Unit Warrant.
In addition, BriaCell intends to grant the
Underwriters a 45-day option to purchase
additional common shares and/or pre-funded warrants, representing
15% of the common shares and pre-funded warrants sold in the
Offering and/or up to additional Unit Warrants, representing 15% of
the Unit Warrants sold in the Offering. All of the securities
to be sold in the proposed Offering will be sold by the
Company.
ThinkEquity, a division of Fordham Financial
Management, Inc. is acting as sole book-running manager for the
Offering.
The Company has applied to list its common
shares and the Unit Warrants on the Nasdaq Capital Market. No
assurance can be given that the application will be approved. If
Nasdaq does not approve the listing of Company's common shares and
Unit Warrants, the Company will not proceed with the
Offering. The Offering is subject to the approval of the TSX
Venture Exchange.
No securities will be offered or sold in Canada
as part of the Offering. A registration statement on Form F-1
relating to the Offering has been filed with the SEC but has not
yet become effective. The securities to be registered may not be
sold nor may offers to buy these securities be accepted prior to
the time the registration statement becomes effective. The proposed
Offering will be made only by means of a prospectus outside of
Canada. A copy of the preliminary prospectus relating to the
Offering may be obtained by contacting ThinkEquity, 17 State
Street, 22nd Floor, New York, NY 10004, telephone (877) 436-3673,
email: prospectus@think-equity.com.This press release is being
made pursuant to and in accordance with Rule 134 under the
Securities Act, and shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or 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
jurisdiction.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 and United States 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 and the registration
statement.
The forward-looking information in this press
release includes information relating to the Offering and the
Company’s proposed listing on The Nasdaq Capital Market and other
information including words such as “estimate”, "expects",
“intend”, “will”, “should”, “would”, “may”, “potential” and other
similar expressions. Such statements and information reflect the
current view of the Company. By their nature, forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or
achievements, or other future events, to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. These risks and
uncertainties include, among others, whether or not the Company
will be able to raise capital through the sale of securities or
consummate the Offering, the final terms of the Offering, including
the offering price, the Company’s ability to satisfy the closing
conditions of the Offering, the timing or occurrence of the closing
of the Offering, prevailing market conditions, the anticipated use
of the proceeds of the Offering which could change as a result of
market conditions or for other reasons; and acceptance by the
Nasdaq Capital Market of the listing of the Company' s common
shares and Unit Warrants for listing.
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.
Contact Information
For further information, please
contact:BriaCell Therapeutics Corp.:Farrah
DeanManager, Corporate DevelopmentEmail: farrah@BriaCell.com Phone:
1-888-485-6340
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