BriaCell Therapeutics Corp. (" BriaCell " or the "Company") (TSX-V:BCT) (OTCQB:BCTXF) a clinical-stage biotechnology company specializing in targeted immunotherapy for advanced breast cancer, is pleased to announce that it has closed a brokered private placement (the " Offering ") of an unsecured convertible debenture unit of the Company (the " Unit ") to a single subscriber, purchased at a price of $375,000, less an original discount of approximately 29.33%, for aggregate gross proceeds of $265,000.
The Unit is comprised of (A) $375,000 principal amount (" Principal Amount ") of a 5.0% convertible unsecured debenture of the Company (the " Debenture "), due on the earlier of (i) 5 years from the issue date; (ii) the Company receiving $2,000,000 or more by way of private placement or public offering; or (iii) such earlier date as the principal amount hereof may become due, subject to extension upon mutual agreement of the Company and the holder of the Debenture; and (B) 69,188 common share purchase warrants of the Company (" Warrants ").
The Debenture is convertible, at the option of the holder thereof, from the period beginning on May 16, 2021, until the repayment of the Debenture in full, into that number of common shares of the Company (" Common Shares ") computed on the basis of the principal amount of the Debenture divided by the conversion price of $5.42 per Common Share (the " Conversion Price ").
Each Warrant entitles the holder thereof to purchase one Common Share of the Company (each a " Warrant Share ") for a period of five (5) years from the Closing Date at a price of $5.42 per Warrant Share, subject to adjustment as set forth in the Warrants. Each Warrant may also be exercised by presentation and surrender of the Warrant to the Company with a written notice of the Subscriber's intention to effect a cashless exercise.
The Debenture will bear interest at a rate of 5.0% per annum and the Debenture may be prepaid in full or in part by the Company during the initial 120 day period after issuance of the Debenture without penalty. After 120 days, and only if the Company elects to prepay the Debenture prior to November 16, 2021, the Company will be required to pay a cash prepayment penalty equal to 35% of the Principal Amount of the Debenture (the " Prepayment Penalty "). In the event of default on the Debenture, the interest rate will increase to 12% per annum and a cash penalty payment equal to 40% of the Principal Amount of the Debenture will be added to the Principal Amount of the Debenture (the " Default Penalty "); and the Principal Amount, any accrued and unpaid interest and any other amount owing pursuant the Debenture, including any Prepayment Penalty and/or Default Penalty outstanding at that time shall be accelerated, and shall become immediately due and payable at the option of the holder.
In consideration for the services rendered by ThinkEquity, a division of Fordham Financial Management, Inc. (the " Broker "), the Broker received a cash commission of $26,500.00 from the Company in connection with the Offering. As additional consideration, the Company also issued to the Broker 4,890 non-transferable compensation warrants (the " Compensation Warrants "). Each Compensation Warrant is exercisable to acquire one Common Share at an exercise price of $5.42 at any time in whole or in part for a period of five (5) years from the Closing Date.
The completion of the Offering is subject to the final approval of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation.
The Company also wishes to announce that Richard Berman (" Mr. Berman ") has tendered his resignation as a director of the Company with effect from October 26, 2020. The Board takes this opportunity to express its very sincere gratitude to Mr. Berman for his valuable contribution to the Board and the Company. There is no matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.
BriaCell is an immuno-oncology focused biotechnology company developing targeted and effective approaches for the management of cancer.
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 (also known as "forward-looking statements") which are subject to 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 .
These forward-looking statements include, but are not limited to, BriaCell's plans, objectives, expectations and intentions. Such forward-looking statements reflect BriaCell's current beliefs and are based on information currently available to management. Although the forward-looking statements contained in this news release are based upon what BriaCell believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements.
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.
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.
For further information, please contact:
BriaCell Therapeutics Corp.:
William V. Williams, MD
President & CEO