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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 18, 2026
BRIACELL
THERAPEUTICS CORP.
(Exact
name of registrant as specified in its charter)
| British
Columbia A1 |
|
47-1099599 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
No.) |
Suite
300 - 235 15th Street
West
Vancouver, BC |
|
V7T
2X1 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(604)
921-1810
(Registrant’s
telephone number, including area code)
Commission
File No. 001-40101
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered under Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Shares, no par value |
|
BCTX |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase common shares, no par value |
|
BCTXW |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase common shares, no par value |
|
BCTXZ |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase common shares, no par value |
|
BCTXL |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01. Other Events
On
February 18, 2026, BriaCell Therapeutics Corp. (the “Company”) announced that it has entered into an asset purchase agreement
(the “Purchase Agreement”) with its majority-owned subsidiary, BriaPro Therapeutics Corp. (“BriaPro”), pursuant
to which BriaPro has agreed to acquire the Company’s exclusive license to develop and commercialize Soluble CD80 as a therapeutic
agent for the treatment of cancer and certain related assets.
As
consideration for the transfer of the exclusive license, BriaPro will issue to the Company 23,972,589 common shares of BriaPro, increasing
the Company’s ownership interest in BriaPro to approximately 78% following the transaction. In addition, the Company has agreed
to make available to BriaPro up to $3.0 million pursuant to a credit facility to support research and development activities, subject
to the Company’s approval of each drawdown.
The
transaction is expected to close on or about March 12, 2026, subject to customary closing conditions, including approval by the disinterested
shareholders of BriaPro and receipt of an independent third-party valuation.
A
copy of the press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated February 18, 2026 |
| 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 |
| February
20, 2026 |
William
V. Williams |
| |
President
and Chief Executive Officer |
Exhibit
99.1
BriaCell
and BriaPro Enter Into Asset Purchase Agreement for Exclusive Soluble CD80 License
PHILADELPHIA
and VANCOUVER, British Columbia, Feb. 18, 2026 (GLOBE NEWSWIRE) -- BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW, BCTXZ, BCTXL)
(TSX: BCT) (“BriaCell”), a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer
care, and its majority-owned subsidiary, BriaPro Therapeutics Corp. (“BriaPro”), are pleased to announce that they
have entered into a definitive purchase agreement (the “Purchase Agreement”) pursuant to which BriaPro has agreed
to purchase BriaCell’s exclusive license to develop and commercialize Soluble CD80 (“sCD80”) as a biologic agent
for the treatment of cancer and other associated assets (the “Transaction”).
Background
BriaCell
originally secured the exclusive license from the University of Maryland, Baltimore County (“UMBC”) on August 2, 2022.
The novel technology, originally developed by Suzanne Ostrand-Rosenberg, Ph.D., Emeritus Faculty at UMBC, and member of BriaCell’s
scientific advisory board, is titled “Soluble CD80 as a Therapeutic to Reverse Immune Suppression in Cancer Patients” and
is covered under USPN 8,956,619 B2, USPN 9,650,429 B2, and USPN 10,377,810 B2. In animal models, sCD80 was well-tolerated
and stopped tumor growth by potentially restoring natural anti-tumor immunity (see Lucas A Horn, et al. and Samuel T Haile
et al. in collaboration with Dr. Ostrand-Rosenberg). Additionally, strong anti-tumor activity of sCD80 has been reported in multiple
tumor types (see Lucas A Horn, et al.). Importantly, as demonstrated in the same studies, sCD80’s unique actions may involve
both awakening and boosting the immune system to recognize and destroy tumor cells.
The
Transaction
Under
the terms of the Purchase Agreement, BriaPro gains the worldwide rights to develop and commercialize sCD80 as a therapeutic agent for
the treatment of cancer, while UMBC holds all rights, title and interest in the inventions and the patent, except for certain rights
retained by the United States Government. BriaPro will pay 2% royalties to UMBC upon the commercialization of the product plus other
development costs.
As
part of the Transaction, BriaCell will make available to BriaPro up to $3 million to fund research and development efforts (the “Credit
Facility”). Each drawdown under the Credit Facility will be subject to BriaCell’s approval regarding the use of funds.
As
consideration for the transfer of the exclusive license and the Credit Facility, BriaPro will issue to BriaCell 23,972,589 Common Shares
at an aggregate value of approximately C$1.18M, increasing BriaCell’s interest in BriaPro to approximately 78% post-transaction.
The Transaction is expected to close on or around March 12, 2026, subject to certain conditions including (i) approval of the disinterested
shareholders of BriaPro, and (ii) receipt of a third-party valuation confirming that the Transaction is occurring at fair market value.
Shareholder
Approval
In
accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions(“MI
61-101”), the resolution approving the Purchase Agreement must be approved by a simple majority of votes cast by shareholders,
present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast by any “interested party”
(as defined in MI 61-101). As a 10% shareholder with an interest in the Transaction, BriaCell’s shareholdings in BriaPro will be
excluded from voting.
Formal
Valuation Requirements
In
respect of the formal valuation requirement of MI 61-101, BriaPro intends to rely on the specified markets exemptions set forth in subsection
5.5(b) of MI 61-101, as none of its securities are listed or quoted on a specified senior exchange.
Though
a formal valuation is not required under applicable securities laws, as a matter of good governance and best corporate practice, BriaPro
intends to obtain a valuation from an independent third-party valuator as a condition to closing, verifying and validating that Transaction
is occurring at fair market value.
“Our
mission has been to develop safe and effective treatments for cancer patients who do not respond to existing treatments, and a transformational
anti-cancer agent such as sCD80 may provide us with such an additional opportunity,” stated Dr. Bill Williams, BriaCell and BriaPro’s
President and CEO. “Based on the promising data in animal studies, we plan to explore the potential use of sCD80 technology as
a therapeutic agent in combination with our other immunotherapies or on its own. We look forward to accelerating the development of this
novel anti-cancer agent to bring hope to patients who need it the most.”
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/.
About
BriaPro Therapeutics Corp.
BriaPro
is a pre-clinical stage immunotherapy company developing binding agents and proteins with the intention to boost the ability of the body’s
own cancer-fighting cells to destroy cancerous tumors.
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. Examples of forward-looking statements in this news release include, among others, statements that BriaCell
and BriaPro make regarding the potential for development and commercialization of sCD80 as a biologic agent for the treatment of cancer,
and the possibility that sCD80 may awaken and boost the immune system to recognize and destroy tumor cells. Forward-looking statements
are based on BriaCell and BriaPro’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 “Risks and Uncertainties”
in BriaCell and BriaPro’s most recent Management’s Discussion and Analysis, under the heading “Risk Factors”
in BriaCell’s most recent Annual Information Form, and under “Risks and Uncertainties” in: (i) BriaCell’s other
filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, and (ii) BriaPro’s
other filings with the Canadian securities regulatory authorities, all of which are available under BriaCell and BriaPro’s profiles
on SEDAR+ at www.sedarplus.ca and on BriaCell’s profile on EDGAR at www.sec.gov. Forward-looking statements contained
in this announcement are made as of this date. BriaCell Therapeutics Corp. and BriaPro Therapeutics Corp. undertake 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
BriaCell
and BriaPro Contact:
William V. Williams, MD
President & CEO, BriaCell and BriaPro
1-888-485-6340
info@briacell.com
Investor
Relations Contact:
investors@briacell.com
