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BERKELEY, CA and VANCOUVER, BC --(Marketwired - February 27, 2017) - BriaCell Therapeutics Corp. (
" or the "Company
(TSX VENTURE: BCT) (OTCQB: BCTXF) announced today that its President and CEO, Dr. William Williams has entered into a non-brokered private placement (the "Offering
") of 5,416,667 units of the Company (the "Units
") at a price of C$0.24 per Unit for aggregate gross proceeds of C$1,300,000. Under the terms of the Offering, each Unit shall consist of one common share in the capital of the Company (a "Common Share
") and one-half of a Common Share purchase warrant (a "Warrant
"). Each Warrant will be exercisable for one Common Share at an exercise price of C$0.35. The Warrants will be exercisable for 24 months following the date of closing of the Offering. The Offering is subject to the approval of the TSX Venture Exchange and other customary closing conditions.
The Company intends to use proceeds from the Offering to advance the Company's ongoing Phase I/IIa clinical trial of BriaVax™, for advancing the BriaCell R&D clinical program, companion diagnostic platform known as BriaDx™, and pipeline expansion.
"I hope my financial investment together with a full commitment to BriaCell reflects my confidence in the long-term value of the Company, its technology, business model, management team, and strong growth prospects," commented Dr. Williams, BriaCell's CEO. "My investment in BriaCell's shares at a premium price upholds my belief that the current market valuation does not reflect the fundamentals of the Company and its growth potential."
BriaCell recently submitted a Chemistry, Manufacturing, and Controls (CMC) amendment which includes the details of extensive testing performed on BriaVax™, the Company's proprietary vaccine for advanced breast cancer. Pending the authorization by the FDA, BriaCell plans to proceed with the initiation of the Phase I/IIa Clinical Study for BriaVax™ in advanced breast cancer within this quarter. BriaVax™ is a genetically engineered whole-cell vaccine derived from a human breast tumor cell line. It is believed to activate the immune system to recognize and eliminate cancerous cells by inducing tumor directed T cell and antibody responses.
BriaCell is an immuno-oncology biotechnology company developing a more targeted, less toxic approach to cancer management. BriaCell's mission is to serve late-stage cancer patients with no other treatment options.
Immunotherapy has come to the forefront of the fight against cancer, harnessing the body's own immune system in recognizing and selectively destroying the cancer cells while sparing normal ones. Immunotherapy, in addition to generally being more targeted and less toxic than commonly used types of chemotherapy, is also thought to be a strong type of approach aimed at preventing cancer recurrence.
BriaVax™, the Company's lead product candidate, is a genetically engineered whole-cell vaccine derived from a human breast tumor cell line. It is believed to activate the immune system to recognize and eliminate cancerous cells by inducing tumor-directed T cell and potentially antibody responses. The Company has already demonstrated encouraging clinical results, and is intent on building upon these results to further advance BriaVax™ through additional FDA-approved clinical trials in order to help cancer patients with limited therapeutic options. The results of two previous Phase I clinical trials (one with the precursor cell line not genetically engineered to produce GM-CSF and one with BriaVax™) have been encouraging in patients with advanced solid tumors. Most notably, one patient with metastatic breast cancer responded to BriaVax™ with substantial reduction in tumor burden including lung and brain metastases.
For more information, please visit http://briacell.com/noveltechnology/clinical-trials/, and on BriaCell per se, http://briacell.com.
It is anticipated that certain insiders will participate in the Offering and that the Offering will be considered a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 as neither the fair market value of the Units nor the aggregate proceeds of the Offering exceeds 25% of the Company's market capitalization.
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 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. Other forward-looking information in this news release includes but is not limited to the intended use of proceeds of the Offering and other terms of the Offering, the expected timing of completion of the Offering, the Company's ability to satisfy the conditions to completion of the Offering and the need for additional financing.
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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Company has neither approved nor disapproved the contents of this press release. 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.
The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.NEXT ARTICLE
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