BriaCell to spin out pre-clinical assets into BriaPro; shareholders get 1 SpinCo share per each held

BriaCell Therapeutics Corp.

SpinCo to acquire Bria-TILsRx™ and PKCδ inhibitors from BriaCell.
Each BriaCell shareholder receives 1 SpinCo share and 1 new BriaCell share; warrants adjusted similarly.
Shareholders will own 33.33% of SpinCo; BriaCell retains 66.67%.
Special shareholder meeting scheduled for July 2023; closing targeted by August 2023.
Conditions: shareholder vote, court orders, TSX and Nasdaq approvals; board unanimously supports.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.97

BriaCell Therapeutics Corp. entered into Arrangement Agreement with BriaPro Therapeutics Corp. valued at spin-out of pre-clinical pipeline assets in exchange for SpinCo common shares; SpinCo Shares represe (effective 2023-05-24).

Action: entry
Agreement: merger
Counterparty: BriaPro Therapeutics Corp.
Value: spin-out of pre-clinical pipeline assets in exchange for SpinCo common shares; SpinCo Shares represe
Effective: 2023-05-24

Exact text from the filing

On May 24, 2023, BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) entered into an Arrangement Agreement (the “Arrangement Agreement”) with BriaPro Therapeutics Corp., a British Columbia corporation and wholly-owned subsidiary of the Company (“SpinCo”), pursuant to which the Company will spin out certain of its pre-clinical pipeline assets , including Bria-TILsRxTM and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (collectively, the “SpinCo Assets”), to SpinCo by way of a court-approved statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) (the “Arrangement”).

View on SEC.gov

Browse all material agreements →

BriaCell Therapeutics Corp. filing history →

Source: SEC EDGAR

accession 0001493152-23-019652

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.