UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2023
BRIACELL THERAPEUTICS CORP. |
(Exact name of registrant as specified in its charter) |
British Columbia | 47-1099599 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Suite 300 - 235 15th Street West Vancouver, BC V7T 2X1 | V7T 2X1 | |
(Address of principal executive offices) | (Zip Code) |
(604) 921-1810
(Registrant’s telephone number, including area code)
Commission File No. 001-40101
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The Stock Market LLC | ||||
The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On March 31, 2023, BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) issued a press release announcing that its board of directors has unanimously approved a reorganization (the “Transaction”) that will result in the spin-out of certain pre-clinical pipeline assets (the “SpinCo Assets”) of the Company to an unlisted corporation to be formed for SpinCo Asset ownership purposes (“SpinCo”).
It is expected that each outstanding BriaCell share will be exchanged for one new share of the Company post-Transaction and one common share of SpinCo (each, a “SpinCo Share”) pursuant to a plan of arrangement made under the Business Corporations Act (British Columbia). SpinCo’s share ownership is expected to be split between the Company, who will hold 66.7%, and BriaCell shareholders, who will own 33.3%. Upon the closing of the Transaction, BriaCell will continue with its mission to develop targeted immunotherapies for cancer while SpinCo will focus on the development of the SpinCo Assets.
BriaCell believes that the Transaction will increase shareholder value by allowing capital markets to value the SpinCo Assets independently of BriaCell’s core immunotherapy clinical trials.
A copy of the press release is attached as Exhibit 99.1.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
EXHIBIT INDEX
Exhibit | Description | |
99.1 | Press Release dated March 31, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BRIACELL THERAPEUTICS CORP. | |
/s/ William V. Williams | |
March 31, 2023 | William V. Williams President and Chief Executive Officer |