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BriaCell Announces Proposed Effective Date of Share Consolidation

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BriaCell Therapeutics Corp. (Nasdaq: BCTX, TSX: BCT) has announced a share consolidation plan to maintain Nasdaq listing compliance. The consolidation will be executed on a 15:1 basis, where every fifteen pre-consolidation common shares will be converted into one post-consolidation share.

The consolidation is scheduled to take effect on January 24, 2025, with trading of post-consolidation shares beginning on January 29, 2025 on both TSX and Nasdaq, subject to final exchange approvals. The company will maintain its trading symbols 'BCT' on TSX and 'BCTX' on Nasdaq, but under a new CUSIP number: 107930208.

No fractional shares will be issued, and any resulting fractional shares will be cancelled without compensation. The consolidation will proportionally adjust all convertible securities' exercise prices and share quantities. Registered shareholders will receive instructions via letter from Computershare Investor Services Inc. for exchanging their shares.

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Negative

  • Share consolidation (reverse split) required to maintain Nasdaq listing compliance, indicating potential listing issues
  • Fractional shares will be cancelled without compensation to shareholders

PHILADELPHIA and VANCOUVER, British Columbia, Jan. 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 announced today that the Company’s board of directors has approved the consolidation (the “Consolidation”) of the Company’s issued and outstanding common shares (the “Common Shares”) on the basis of one (1) post-Consolidation Common Share for every fifteen (15) pre-Consolidation Common Shares. The Consolidation is being implemented to ensure that the Company continues to comply with the listing requirements of The Nasdaq Capital Market (the “Nasdaq”).

The Consolidation is subject to approval by the Toronto Stock Exchange (the “TSX”) and is expected to become effective on January 24, 2025 (the “Effective Date”), with the post-Consolidation Common Shares commencing trading on the TSX and the Nasdaq at market open on January 29, 2025, subject to final confirmation from the TSX and the Nasdaq. No fractional Common Shares will be issued in connection with the Consolidation. Any fractional Common Shares arising from the Consolidation will be deemed to have been tendered by its registered owner to the Company for cancellation for no consideration. The exercise or conversion price and/or the number of Common Shares issuable under any of the Company’s outstanding convertible securities will be proportionately adjusted in connection with the Consolidation.

It is anticipated that upon completion of the Consolidation, the post-Consolidation Common Shares will continue to trade on the TSX under the symbol “BCT” and on the Nasdaq under the symbol “BCTX”, under a new CUSIP number: 107930208.

Shareholders of record as of the Effective Date will receive a letter of transmittal from Computershare Investor Services Inc., the transfer agent for the Common Shares, providing instructions for the exchange of their Common Shares as soon as practicable following the Effective Date.

Registered shareholders may also obtain a copy of the letter of transmittal by accessing the Company’s SEDAR+ profile at www.sedarplus.ca. Until surrendered, each share certificate or direct registration system statement representing pre-Consolidation Common Shares will represent the number of whole post-Consolidation Common Shares to which the holder is entitled as a result of the Consolidation. No action is required by beneficial holders to receive post-Consolidation Common Shares in connection with the Consolidation. Beneficial holders who hold their Common Shares through intermediaries (e.g., a broker, bank, trust company investment dealer or other financial institution) and who have questions regarding how the Consolidation will be processed should contact their intermediaries with respect to the Consolidation.

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/.

Safe Harbor

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 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, such as those 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.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.

Contact Information

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 ratio of BriaCell's (BCTXF) share consolidation announced for January 2025?

BriaCell announced a 15:1 share consolidation ratio, meaning every fifteen pre-consolidation shares will be converted into one post-consolidation share.

When will BCTXF's share consolidation take effect and begin trading?

The share consolidation will take effect on January 24, 2025, with post-consolidation shares beginning trading on January 29, 2025.

What happens to fractional shares in BCTXF's January 2025 consolidation?

Fractional shares resulting from the consolidation will be cancelled without compensation to shareholders.

How will BCTXF's share consolidation affect existing convertible securities?

The exercise price and number of shares issuable under outstanding convertible securities will be proportionally adjusted according to the 15:1 consolidation ratio.

Why is BriaCell (BCTXF) implementing a share consolidation in January 2025?

BriaCell is implementing the share consolidation to ensure continued compliance with Nasdaq Capital Market listing requirements.
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