BriaCell Therapeutics Announces Proposed Public Offering of Common Shares

Rhea-AI Summary

BriaCell Therapeutics (Nasdaq: BCTX) announced its intention to conduct a best-efforts public offering of common shares. The clinical-stage biotechnology company, which develops novel immunotherapies for cancer care, plans to use the net proceeds for working capital requirements, general corporate purposes, and advancing business objectives.

The offering will be conducted under a shelf registration statement on Form S-3 filed with the SEC on January 22, 2024, and declared effective on January 31, 2024. ThinkEquity is serving as the sole placement agent. The company is utilizing the TSX Company Manual Section 602.1 exemption, which applies to eligible interlisted issuers on recognized exchanges like Nasdaq.

The completion, size, and terms of the offering remain subject to market conditions, with no guarantees provided regarding these aspects.

Positive

• Potential strengthening of working capital position
• Access to additional funds for business advancement

Negative

• Potential dilution of existing shareholders' value
• Uncertainty regarding offering completion and terms
• Market-dependent pricing may affect capital raised

Insights

Financial Analyst

This common share offering announcement from BriaCell Therapeutics warrants careful investor attention, particularly given its structure and timing. The 'best-efforts' nature of the offering suggests potential challenges in securing firm commitments, which could impact the final pricing and size of the deal. This approach typically indicates higher risk compared to firm commitment underwriting.

The company's micro-cap status ($17 million market cap) and the current biotech market conditions make this capital raise particularly significant. For existing shareholders, this offering will likely result in meaningful dilution, though the exact impact cannot be determined until pricing terms are announced. The timing, following the recent effectiveness of their S-3 shelf registration on January 31, 2024, indicates a planned and strategic capital raising approach.

Several key considerations emerge:

• The use of proceeds for 'working capital' and 'general corporate purposes' provides visibility into specific operational priorities
• The dual-listing status (Nasdaq/TSX) offers regulatory flexibility, as evidenced by the TSX exemption being utilized
• The shelf registration's recent effectiveness (January 31, 2024) suggests this offering was planned well in advance
• ThinkEquity's role as sole placement agent, rather than having multiple underwriters, could impact distribution capabilities

For clinical-stage biotech companies, maintaining adequate funding for ongoing research and development is crucial. This offering appears to be a necessary step for BriaCell's continued operations and advancement of its immunotherapy programs, though investors should monitor the final terms closely when announced.

PHILADELPHIA and VANCOUVER, British Columbia, Feb. 03, 2025 (GLOBE NEWSWIRE) -- BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT) (“BriaCell” or the “Company”), a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care, today announced that it intends to offer to sell common shares in a best-efforts public offering. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the size or terms of the offering. The Company is relying upon the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange, such as Nasdaq.

ThinkEquity is acting as sole placement agent for the offering.

The Company intends to use the net proceeds from the offering primarily for working capital requirements, general corporate purposes, and the advancement of business objectives.

The securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-276650), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 22, 2024 and declared effective on January 31, 2024. The offering will be made only by means of a written prospectus. A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering has been or will be filed with the SEC on its website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from the offices of ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. Before investing in this offering, interested parties should read in their entirety the preliminary prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such preliminary prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release 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 such state or jurisdiction.

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/.

Forward-Looking Statements
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 those about the use of proceeds of the proposed offering, 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 “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, 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.sedarplus.ca 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.

Company Contact:
William V. Williams, MD
President & CEO
1-888-485-6340
info@briacell.com

Media Relations:
Jules Abraham
CORE IR
julesa@coreir.com

Investor Relations Contact:
CORE IR
investors@briacell.com

FAQ

What is the purpose of BriaCell's (BCTX) proposed public offering in February 2024?

The offering aims to raise funds for working capital requirements, general corporate purposes, and advancement of business objectives.

Who is the placement agent for BCTX's February 2024 public offering?

ThinkEquity is acting as the sole placement agent for the offering.

When was BCTX's Form S-3 shelf registration statement declared effective?

The Form S-3 shelf registration statement was declared effective by the SEC on January 31, 2024.

What exemption is BCTX using for the TSX listing requirements?

BriaCell is using Section 602.1 of the TSX Company Manual exemption, which applies to eligible interlisted issuers on recognized exchanges like Nasdaq.

How will BCTX's February 2024 public offering be conducted?

The offering will be conducted on a best-efforts basis through a written prospectus, with securities offered under a shelf registration statement on Form S-3.