Briacell completes licence acquisition by BriaPro

Executive Summary

• Briacell Therapeutics and its subsidiary BriaPro have closed an asset purchase transaction wherein BriaPro acquired the exclusive worldwide license to develop and commercialize Soluble CD80 (sCD80), a novel biologic anti-cancer agent.
• As consideration, BriaPro issued approximately 23.97 million common shares to Briacell (valued at ~$1.18M) and established a $3 million R&D credit facility, increasing Briacell's ownership stake in BriaPro to approximately 78%.
• The transaction received 99.81% shareholder approval, includes a 2% commercialization royalty payable to UMBC, and features the appointment of Jamieson Bondarenko as BriaPro's board chair.

Key Details

• Transaction Structure: Asset purchase closing for the exclusive worldwide license to develop and commercialize sCD80 as a biologic agent for cancer treatment.
• Intellectual Property: Originally licensed from the University of Maryland, Baltimore County (UMBC) on Aug 2, 2022; covered under US Patents 8,956,619 B2, 9,650,429 B2, and 10,377,810 B2.
• Consideration & Financing: BriaPro issued 23,972,589 common shares to Briacell at an aggregate value of ~$1.18M; Briacell provided a $3 million credit facility to fund BriaPro's R&D efforts (drawdowns require Briacell's approval).
• Ownership Change: Briacell's stake in BriaPro increased from ~66.7% (31,963,452 shares) to ~78% (55,936,041 shares) immediately post-closing.
• Royalties & Costs: BriaPro will pay a 2% royalty to UMBC upon commercialization and is responsible for all other development costs.
• Regulatory & Governance Approvals: Approved by 99.81% of disinterested BriaPro shareholders per Multilateral Instrument 61-101; relied on specified market exemptions for valuation requirements; Briacell obtained a fairness opinion confirming the transaction's fairness to shareholders.
• Early Warning Filing: Filed pursuant to NI 62-103 due to Briacell's increased ownership position; shares acquired for investment purposes with potential for further market-driven acquisitions or dispositions.
• Management Changes: Jamieson Bondarenko appointed as BriaPro board chair upon closing; previously served as Briacell's chairman since 2019.

Notable Quotes

• Dr. Bill Williams, President & CEO of Briacell and BriaPro: "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... 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."