BriaCell Therapeutics Announces Pricing of $13.8 million Public Offering

Rhea-AI Summary

BriaCell Therapeutics (Nasdaq: BCTX) has announced the pricing of a $13.8 million public offering consisting of 3,066,666 units, including 399,999 units from the full exercise of the underwriter's option. Each unit, priced at $4.50, includes one common share (or pre-funded warrant) and one warrant.

The warrants, trading under symbol 'BCTXZ' from April 25, 2025, are immediately exercisable at $5.25 per share with a five-year expiration. The offering is expected to close on April 28, 2025. ThinkEquity serves as the sole book-running manager.

The company plans to utilize the net proceeds for working capital requirements, general corporate purposes, and advancing business objectives.

Positive

• Full exercise of underwriter's option indicates strong institutional interest
• Secured $13.8M in gross proceeds to strengthen financial position
• 5-year warrant term provides long-term funding flexibility

Negative

• Offering price of $4.50 per unit may represent a discount to market price
• Potential dilution for existing shareholders
• Additional shares and warrants could pressure stock price

Insights

Biotech Financial Analyst

BriaCell's $13.8M offering at 25% discount to market price creates significant dilution for shareholders while extending operational runway.

BriaCell Therapeutics has priced a $13.8 million public offering that reveals significant capital needs for this clinical-stage biotech company. The structure of this financing is particularly noteworthy - the company is offering units at $4.50 each, representing a substantial 25% discount to the current $6.03 share price. Each unit contains one share (or pre-funded warrant) plus one five-year warrant exercisable at $5.25.

This financing represents massive dilution for existing shareholders. With a pre-offering market cap of just $16.6 million, the addition of over 3 million new shares will dramatically expand the company's share count. The pricing below current market value compounds the negative impact on existing shareholders.

The full exercise of the underwriter's option indicates institutional appetite for the deal despite the challenging terms, suggesting some confidence in BriaCell's underlying technology. However, the steep discount signals potential difficulty in attracting capital on more favorable terms.

For clinical-stage biotechs with no revenue, capital raises are necessary for survival, but this particular structure suggests significant pressure to secure financing. The proceeds will fund working capital and business objectives, presumably advancing the company's immunotherapy programs, though specific trial funding plans aren't detailed.

The warrant component provides potential future upside if the company's share price recovers above $5.25, but in the immediate term, existing shareholders face substantial dilution at an unfavorable price point.

PHILADELPHIA and VANCOUVER, British Columbia, April 24, 2025 (GLOBE NEWSWIRE) -- BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXZ) (TSX: BCT) (“BriaCell” or the “Company”), a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care, today announced the pricing of an underwritten public offering of 3,066,666 units, including 399,999 units sold upon the full exercise of the underwriter’s option to purchase additional units. Each unit consists of one common share (or pre-funded warrant (“Pre-Funded Warrant”) in lieu thereof) and one warrant (the “Warrants”). Each unit is being sold to the public at a price of $4.50 per unit (inclusive of the Pre-Funded Warrant exercise price) for gross proceeds of approximately $13.8 million, before deducting underwriting discounts and offering expenses. The Warrants included in the units have been approved for listing on the Nasdaq Capital Market and are expected to commence trading under the symbol “BCTXZ” on April 25, 2025. Each Warrant is immediately exercisable, and will entitle the holder to purchase one common share at an exercise price of $5.25 per share and will expire five years from the date of issuance. The common shares (or Pre-Funded Warrants) and Warrants can only be purchased together in the offering but will be issued separately.

The offering is expected to close on April 28, 2025, subject to satisfaction of customary closing conditions. 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.

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

ThinkEquity is acting as the sole book-running manager for the offering.

A registration statement on Form S-1 (File No. 333-286670) relating to the securities was filed with the Securities and Exchange Commission (“SEC”) and became effective on April 24, 2025. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BriaCell Therapeutics
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 are based on the Company’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 in the section titled “Risk Factors” in the final prospectus related to the public offering that will be filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Contact Information

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

Investor Relations Contact:
investors@briacell.com

FAQ

What are the key terms of BriaCell's (BCTX) April 2025 public offering?

BriaCell's offering consists of 3,066,666 units priced at $4.50 each, raising $13.8 million. Each unit includes one common share (or pre-funded warrant) and one warrant exercisable at $5.25 for five years.

When will BCTX's new warrants begin trading on Nasdaq?

The warrants will begin trading on Nasdaq Capital Market under the symbol 'BCTXZ' on April 25, 2025.

How will BriaCell (BCTX) use the proceeds from its $13.8M offering?

BriaCell will use the net proceeds for working capital requirements, general corporate purposes, and advancement of business objectives.

What is the exercise price and expiration of BCTX's new warrants?

The warrants are immediately exercisable at $5.25 per share and will expire five years from the date of issuance.