BriaCell and BriaPro Enter Into Asset Purchase Agreement for Exclusive Soluble CD80 License

Executive Summary

• BriaCell and its majority‑owned subsidiary BriaPro entered a definitive purchase agreement whereby BriaPro will acquire BriaCell’s exclusive worldwide license to develop and commercialize soluble CD80 (sCD80) as a cancer therapeutic.
• As consideration, BriaPro will issue 23,972,589 common shares to BriaCell (≈ C$1.18 M), increasing BriaCell’s ownership in BriaPro to ~78%.
• BriaPro will receive up to $3 million from BriaCell under a credit facility to fund R&D, and will pay UMBC 2% royalties on commercialization.

Key Details

• Transaction Structure: License transfer of sCD80 technology plus related assets from BriaCell to BriaPro; BriaPro obtains worldwide development and commercial rights.
• Share Consideration: 23,972,589 BriaPro common shares issued to BriaCell, valued at approximately C$1.18 million.
• Post‑Transaction Ownership: BriaCell’s equity stake in BriaPro rises to roughly 78% after the share issuance.
• Credit Facility: Up to US$3 million may be drawn by BriaPro from BriaCell for research and development; each draw requires BriaCell approval of fund use.
• Royalty Obligation: BriaPro will pay UMBC a 2% royalty on net sales of any commercialized sCD80 product, plus other development cost reimbursements.
• Closing Conditions: Anticipated closing around March 12 2026, subject to (i) approval by disinterested BriaPro shareholders and (ii) receipt of an independent third‑party valuation confirming fair market value.
• Regulatory Compliance: Shareholder approval required under MI 61‑101; BriaCell’s own shares in BriaPro excluded from voting as an interested party.
• Valuation Approach: BriaPro will rely on specified markets exemption for the formal valuation requirement but intends to obtain an independent valuation as a best‑practice measure.

Notable Quotes

“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,” said Dr. Bill Williams, President & CEO of BriaCell and BriaPro.