UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment
No.__)
| Filed
by the Registrant |
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Filed
by a Party other than the Registrant |
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Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to § 240.14a-12 |
BRIACELL
THERAPEUTICS CORP.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment
of Filing Fee (Check all boxes that apply)
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No
fee required. |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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BRIACELL
THERAPEUTICS CORP.
NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
BRIACELL
THERAPEUTICS CORP.
TO
BE HELD ON TUESDAY, JANUARY 30, 2024
AT
10:00 A.M. (EASTERN TIME)
DECEMBER
27, 2023
This
proxy statement is dated December 27, 2023, and is first being made available to shareholders on January 9, 2024
BRIACELL
THERAPEUTICS CORP.
Suite
300 – 235 15th Street
West Vancouver, BC V7T 2X1
NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS (the “Notice”)
The
annual general meeting (the “Meeting”) of holders (“Shareholders”) of common shares (“Common
Shares”) of BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), will be held on
Tuesday, January 30, 2024, beginning at 10:00 a.m. (Eastern Time), at the offices of Bennett Jones LLP at Suite 3400, One First Canadian
Place, Toronto, ON, M5X 1A4.
The
following matters will be considered at the Meeting:
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1. |
The
receipt of the audited financial statements of the Company for the financial years ended July 2023 and 2022, together with the auditor’s
reports thereon; |
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2. |
The
appointment of MNP LLP as auditors for the Company and the authorization of the board of directors of the Company (the “Board”
or the “Board of Directors”) to fix the auditors’ remuneration and terms of engagement; |
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3. |
The
election of the directors for the forthcoming year from the nominees proposed by the Board;
and
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4.
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The
transaction of such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
This
Notice is accompanied by the: (1) proxy statement; (2) the accompanying proxy card (“Proxy Card”); and (3) the Company’s
Annual Report on Form 10-K for the year ended July 31, 2023 (including the audited annual consolidated financial statements of the Company
for the fiscal year ended July 31, 2023, together with the notes thereto, and the independent auditor’s report thereon and the
related management’s discussion and analysis) (collectively, the “Proxy Materials”). The Company is not sending
the Proxy Materials to registered Shareholders or non-registered Shareholders using notice-and-access delivery procedures defined under
NI 54-101 and National Instrument 51-102 – Continuous Disclosure Obligations.
The
record date for the determination of Shareholders of the Company entitled to receive notice of and to vote at the Meeting or any adjournment(s)
or postponement(s) thereof is December 20, 2023 (the “Record Date”). Shareholders of the Company whose names have
been entered in the register of Shareholders of the Company at the close of business on the Record Date will be entitled to receive notice
of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.
A
Shareholder of the Company may attend the Meeting or may be represented by proxy. Registered Shareholders of the Company who are unable
to attend the Meeting or any adjournment(s) or postponement(s) thereof are requested to date, sign and return the accompanying Proxy
Card for use at the Meeting or any adjournment(s) or postponement(s) thereof and deposit it with the Company’s transfer agent,
Computershare Investor Services Inc., Proxy Department 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1.
Your
proxy or voting instructions must be received in each case no later than 10:00 a.m. (Eastern Time) on January 26, 2024 or, if the Meeting
is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the
beginning of any adjournment(s) or postponement(s) to the Meeting. We encourage Shareholders currently planning to participate in the
Meeting to submit their votes or Proxy Card in advance so that their votes will be counted in the event of technical difficulties.
If
you are a non-registered shareholder of the Company and receive these materials through your broker or another intermediary, please
complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary.
Whether
or not you plan to attend the Meeting, we encourage you to read this proxy statement and promptly vote your shares. For
specific instructions on how to vote your shares, please refer to the section entitled “How You Can Vote” and to the
instructions on your Proxy Card or voting instruction card.
Dated
as of December 27, 2023.
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ON
BEHALF OF THE BOARD OF BRIACELL THERAPEUTICS CORP. |
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/s/
Jamieson Bondarenko |
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Jamieson
Bondarenko |
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Chairman
of the Board |
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 30, 2024
The
Notice of Annual General Meeting, Proxy Card and Proxy Statement are available online at the “Investor Relations” section
of the Company’s website at www.briacell.com/investor-relations. The Annual Report on Form 10-K for the year ended July 31, 2023,
is also available online at the “Investors Relations” section of our website at www.briacell.com/investor-relations.
YOUR
VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD BY MAIL WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL MEETING.
PROXY
STATEMENT FOR THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BRIACELL THERAPEUTICS CORP. TO BE HELD ON JANUARY 30, 2024
This
proxy statement is furnished in connection with the solicitation by management of BriaCell Therapeutics Corp. of proxies to be used at
the 2024 annual general meeting (the “Meeting”) of the holders (“Shareholders”) of common shares
(“Common Shares”) of the Company referred to in the accompanying notice of annual general meeting of shareholders
(the “Notice”), to be held on January 30, 2024, beginning at 10:00 a.m. (Eastern Time), at the offices of Bennett
Jones LLP at Suite 3400, One First Canadian Place, Toronto, ON, M5X 1A4.
Unless
the context otherwise requires, references to “we,” “us,” “our,” “Company”
or “BriaCell” or similar terms refers to BriaCell Therapeutics Corp. together with its wholly-owned subsidiaries.
The mailing address of our principal executive offices is Suite 300 – 235 15th Street, West Vancouver, British Columbia V7T 2X1.
All
properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified,
the proxies will be voted in accordance with the recommendation of our board of directors (“Board”) with respect to
each of the matters set forth in the accompanying Notice. You may revoke your proxy by following the instructions set out under the heading
“May I change or revoke my vote?”.
We
made this proxy statement and our Annual Report on Form 10-K for the fiscal year ended July 31, 2023, available to Shareholders on January
9, 2024.
We
are an “emerging growth company” under applicable U.S. federal securities laws and therefore permitted to conform with certain
reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure
permitted under the U.S. Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). In addition, as an emerging
growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive
officers or the frequency with which such votes must be conducted. We may take advantage of these exemptions until the last day of the
fiscal year in which the fifth anniversary of our initial public offering occurs or such earlier time that we are no longer an emerging
growth company. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenues as of the end
of a fiscal year, if we are deemed to be a large-accelerated filer under the rules of the U.S. Securities and Exchange Commission (the
“SEC”) or if we issue more than $1.0 billion of non-convertible debt over a three-year period.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 30, 2024:
This
proxy statement and our Annual Report on Form 10-K for the fiscal year ended July 31, 2023 are available for viewing, printing and downloading
on the “Investor Relations” section of our website at www.briacell.com/investor-relations, SEDAR+ at www.sedarplus.ca,
and the SEC’s website at www.sec.gov.
All
references to currency in this proxy statement are in United States dollars, unless otherwise indicated. References to “C$”
refer to Canadian dollars.
Table
of Contents
General
information about the annual general meeting and voting
Proxy
Materials
Why
am I receiving these materials?
Management
of the Company is using this proxy statement to solicit proxies for use at the Meeting to be held on January 30, 2024.
The
following proxy materials are being posted online and being mailed out to Shareholders: (1) the proxy statement; (2) the accompanying
proxy card (“Proxy Card”); and (3) the Company’s Annual Report on Form 10-K for the year ended July 31, 2023
(including our audited annual consolidated financial statements of the Company for the fiscal year ended July 31, 2023, together with
the notes thereto, and the independent auditor’s report thereon and the related management’s discussion and analysis).
As
a Shareholder, you are invited to attend the Meeting and are entitled and requested to vote on the business items described in this proxy
statement. This proxy statement is furnished in connection with the solicitation of proxies by or on behalf of management of the Company.
This proxy statement is designed to assist you in voting your shares and includes information that we are required to provide under the
rules of the U.S. Securities and Exchange Commission (the “SEC”) and applicable Canadian securities laws.
These
proxy materials are being sent to both registered and non-registered Shareholders. In some instances, the Company has distributed copies
of the Notice, the proxy statement, the accompanying Proxy Card and the Company’s Annual Report on Form 10-K (collectively, the
“Meeting Materials”) to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively
“Intermediaries”, and each an “Intermediary”) for onward distribution to Shareholders whose shares
are held by or in the custody of those Intermediaries (“Non-registered Shareholders”). The Intermediaries are required
to forward the Meeting Materials to Non-registered Shareholders.
In
accordance with applicable laws, Non-registered Shareholders who have advised their Intermediary that they do not object to the Intermediary
providing their ownership information to issuers whose securities they beneficially own (“NOBOs”) will receive the
Meeting Materials by mail.
Management
of the Company intends to pay for Intermediaries to forward the Meeting Materials to Non-Registered Holders who have advised their Intermediary
that they object to the Intermediary providing their ownership information (“OBOs”). An OBO will receive the Meeting
Materials through Intermediaries by mail at the cost of the Company.
Solicitation
of proxies from Non-registered Shareholders will be carried out by Intermediaries. Non-registered Shareholders who have received the
Meeting Materials from their Intermediary should follow the directions of their Intermediary with respect to the procedure to be followed
for voting at the Meeting.
Generally,
Non-registered Shareholders will either:
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receive
a Proxy Card executed by the Intermediary but otherwise uncompleted. The Non-registered Shareholder may complete the proxy and return
it directly to Computershare; or |
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be
provided with a request for voting instructions. The Intermediary is required to send the Company an executed Proxy Card completed
in accordance with any voting instructions received by the Intermediary. |
If
you are a Non-registered Shareholder and the Company or its agent has sent these materials directly to you, your name and address and
information about your holdings of securities have been obtained from your Intermediary in accordance with applicable securities regulatory
requirements. By choosing to send the Meeting Materials to you directly, the Company (and not your Intermediary) has assumed responsibility
for: (i) delivering the Meeting Materials to you; and (ii) executing your proper voting instructions.
What
is included in the proxy materials?
The
proxy materials include:
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our
Notice of Meeting; |
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our
proxy statement for the Meeting; |
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a
Proxy Card or voting instruction card; and |
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our
2023 Annual Report on Form 10-K (including the audited annual consolidated financial statements of the Company for the fiscal year
ended July 31, 2023, together with the notes thereto, and the independent auditor’s report thereon and the related management’s
discussion and analysis). |
What
information is contained in this proxy statement?
The
information contained in this proxy statement relates to the proposals to be voted on at the Meeting, the voting process, our Board and
Board committees, corporate governance, the compensation of our directors and executive officers and other required information.
I
share an address with another Shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional
copy?
We
have adopted a procedure called “householding”, which the SEC has approved. If you share an address with another Shareholder,
you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set
of the materials, please request the additional copy by contacting our Corporate Secretary at glevin@briacell.com or by calling us at
604-921-1810.
A
separate set of the materials will be sent promptly following receipt of your request.
If
you are a Shareholder of record and wish to receive a separate set of proxy materials in the future, or if you have received multiple
sets of proxy materials and would like to receive only one set in the future, please contact Computershare at:
Computershare
Investor Services
100
University Ave., 8th Floor, North Tower
Toronto,
ON M5J 2Y1
Canada
1-800-564-6253
If
you are a Non-registered Shareholder and you wish to receive a separate set of proxy materials in the future, or if you have received
multiple sets of proxy materials and would like to receive only one set in the future, please contact your bank or broker directly.
Shareholders
also may write to, or email us, at the address below to request a separate copy of the proxy materials:
BriaCell
Therapeutics Corp.
Attn:
Corporate Secretary
3rd
Floor, Bellevue Centre
235-15th
Street
West
Vancouver, British Columbia, Canada
V7T
2X1
glevin@briacell.com
Who
pays the cost of soliciting proxies for the Meeting?
The
Company will bear the cost of solicitation, including the cost of preparing, printing and mailing the materials in connection with the
solicitation of proxies. This solicitation of proxies is being made to Shareholders by mail but may be supplemented by telephone or other
personal contact. The Company’s officers and regular employees, on behalf of the Company without being additionally compensated,
may solicit proxies personally and by mail, telephone, facsimile or electronic communication at nominal cost to the Company.
The
Company will not reimburse Intermediaries such as brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy
materials to Non-registered Shareholders.
What
items of business will be voted on at the Meeting?
The
business items to be voted on at the Meeting are:
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1. |
the
appointment of MNP LLP as auditors for the Company and the authorization of the Board to fix the auditors’ remuneration and
terms of engagement; |
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2. |
the
election of directors for the forthcoming year from the nominees proposed by the Board; |
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3. |
the
transaction of such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
What
are my voting choices?
You
may vote “FOR” or “WITHHOLD” the appointment of MNP LLP as auditors for the ensuing year and the
authorization of the Board to fix the auditors’ remuneration.
You
may vote “FOR” or “WITHHOLD” the election of each of the nominees for election as directors.
How
does the Board recommend that I vote?
Our
Board recommends that you vote your shares “FOR” the appointment of MNP as auditors for the ensuing year and the authorization
of the Board to fix the auditors’ remuneration; and “FOR” the election of each of the nominees for election
as director.
What
is the quorum for the Meeting?
The
presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding Common Shares on the Record
Date entitled to be voted will constitute a quorum for the transaction of business at the Meeting.
What
vote is required to approve each item?
| Proposal |
|
Required
Vote |
| Appointment
and remuneration of the auditors |
|
Majority
of the votes cast on the proposal |
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| The
election of directors |
|
Majority
of the votes cast on the proposal1 |
If
you indicate “WITHHOLD” in respect to the election of directors, your vote will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business at the Meeting. As described below under “Will shares I hold
in my brokerage account be voted if I do not provide timely voting instructions?”, broker non-votes will be counted for
determining the presence or absence of a quorum for the transaction of business at the Meeting, but will not be considered votes cast
with respect to the election of any director nominee or on any other proposal.
What
happens if additional items are presented at the Meeting?
As
of the date of this proxy statement, management of the Company knows of no such amendments, variations or other matters to come before
the Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy
Card to vote such proxy according to their best judgment.
Where
can I find the voting results?
We
expect to announce preliminary voting results at the Meeting and to publish final results in a current report on Form 8-K that we will
file with the SEC and in a report of voting results in accordance with National Instrument 51-102 – Continuous Disclosure Obligations
that we will file in Canada on SEDAR+ promptly following the Meeting. Both the Form 8-K and report on voting results will also be
available on the “Investor Relations” section of our website at www.briacell.com/investor-relations.
How
You Can Vote
What
shares can I vote?
You
are entitled to vote all shares owned by you on the Record Date, including (1) shares held directly in your name as the Shareholder of
record and (2) shares held for you as the beneficial owner through an Intermediary. As of the Record Date, there were (i) 44 Shareholders
of record holding 15,981,726 outstanding Common Shares.
1The
Board has adopted a “majority voting” policy (the “Majority Voting Policy”). Pursuant to the Majority
Voting Policy, if a nominee for election as director receives “for” votes fewer than a majority of the votes (50% + 1 vote)
cast, including “withheld” votes, with respect to his or her election by shareholders, he or she must immediately tender
his or her resignation to the Board following the meeting of shareholders at which the election is held. Upon receiving such resignation,
the Nominating and Corporate Governance Committee will consider it and make a recommendation to the Board on whether or not to accept
the resignation. The Board shall accept the resignation unless it determines that the applicable director shall continue and announce
its decision in a press release promptly within 90 days following the meeting of shareholders. If the Board determines not to accept
a resignation, the press release must fully state the reasons for that decision. The resignation will be effective when accepted by the
Board. The director who tendered his or her resignation is not permitted to be a part of any deliberations of the Nominating and Corporate
Governance Committee or of the Board pertaining to the resignation offer. The policy only applies in circumstances involving an uncontested
election of directors.
REGISTERED
SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM, HER OR IT AT THE MEETING OTHER THAN THE PERSON(S) DESIGNATED IN THE
PROXY CARD either by striking out the names of the persons designated in the Proxy Card and by inserting the name of the person or
company to be appointed in the space provided in the Proxy Card or by completing another proper Proxy Card and, in either case, delivering
the completed proxy to Computershare by mail using the enclosed return envelope to Computershare Investor Services Inc., Proxy Department
8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, by 10:00 a.m. (Toronto time) by Friday, January 26, 2024.
What
is the difference between holding shares as a Shareholder of record and as a beneficial owner?
Most
of our Shareholders hold their shares through an Intermediary such as a bank, broker or other nominee rather than having the shares registered
directly in their own name. Summarized below are some distinctions between shares held of record and those owned beneficially.
Shareholder
of Record (Registered Shareholder)
If
your shares are registered directly in your name with our transfer agent, Computershare Trust Company, you are the Shareholder of record
of the shares. As the Shareholder of record, you have the right to grant a proxy to vote your shares to representatives from the Company
or to another person, or to vote your shares at the Meeting. Shareholders of record will receive paper copies of the Meeting Materials
containing instructions on how to access and review proxy materials as well as directions on how to vote by proxy.
Beneficial
Owner (Non-registered Shareholder)
If
your shares are held through a bank, broker or other nominee, it is likely that they are registered in the name of the nominee and you
are the beneficial owner of shares held in street name.
As
the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct,
and you also are invited to attend the Meeting. Your bank, broker, plan trustee or other nominee has provided a voting instruction card,
or otherwise provided voting instructions, for you to use in directing how your shares are to be voted.
How
can I vote at the Meeting?
Shares
held in your name as the Shareholder of record may be voted in person during the Meeting. Shares for which you are the beneficial owner
may be voted in person during the Meeting if you hold a valid proxy to vote at the Meeting.
Even
if you plan to attend the Meeting, we recommend that you also submit your proxy or voting instructions as described below, so that your
vote will be counted if you later decide not to attend.
How
can I vote without attending the Meeting?
Whether
you hold your shares as a Shareholder of record or as a beneficial owner, you may direct how your shares are to be voted without attending
the Meeting or any adjournment(s) or postponement(s) thereof. For directions on how to vote, please refer to the following instructions
and those included on your proxy or voting instruction card. A proxy form will not be valid unless completed and deposited in accordance
with the instructions set out in the proxy form.
If
you are a registered Shareholder, you may vote by submitting a proxy by mail by signing, dating and returning the Proxy Card to
Computershare Investor Services Inc., Proxy Department 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, by 10:00
a.m. (Toronto time) by Friday, January 26, 2024.
You
may also cast your vote by internet at www.investorvote.com or by phone at 1-866-732-VOTE (8683), by following the instructions provided
on the form. If you choose to vote by telephone or internet, your vote must also be cast no later than forty-eight (48) hours, excluding
Saturdays, Sundays and holidays prior to the time of the Meeting.
If
you are a Non-registered Shareholder, you may vote by submitting voting instructions to the registered owner of your shares in
accordance with the instructions on your voting instruction card.
How
will my shares be voted?
Shares
represented by properly executed proxies in favor of persons designated in the printed portion of the enclosed Proxy Card WILL, UNLESS
OTHERWISE INDICATED, BE VOTED FOR THE APPOINTMENT OF MNP LLP (“MNP”), AS THE AUDITORS OF THE COMPANY AND FOR THE AUTHORIZATION
OF THE BOARD OF DIRECTORS TO FIX AUDITORS’ REMUNERATION AND TERMS OF ENGAGEMENT; AND FOR THE ELECTION OF DIRECTORS.
The shares represented by the Proxy Card will be voted or withheld from voting in accordance with the instructions of the Shareholder
on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the shares
will be voted accordingly. The enclosed Proxy Card confers discretionary authority on the persons named therein with respect to amendments
or variations to matters identified in the Notice or other matters which may properly come before the Meeting. As of the date of this
proxy statement, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However,
if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy Card to vote such proxy
according to their best judgment.
Will
shares I hold in my brokerage account be voted if I do not provide timely voting instructions?
If
your shares are held through a brokerage firm, they will be voted as you instruct on the voting instruction card provided by your broker.
If you sign and return your card without giving specific instructions, your shares will be voted in accordance with the recommendations
of our Board.
If
you do not return your voting instruction card on a timely basis, your broker will have the authority to vote your brokerage shares on
matters that are considered “routine” – at the Meeting, the only “routine” proposal presented is to ratify
our independent registered public accounting firm. Your broker will be prohibited from voting your shares without your instructions on
the other “non-routine” matters: the election of directors. These “broker non-votes” will be counted only for
the purpose of determining whether a quorum is present at the Meeting and not as votes cast. Such broker non-votes will have no effect
on the outcome of the matter.
Will
shares that I own as a Shareholder of record be voted if I do not return my Proxy Card on a timely basis?
Shares
that you own as a Shareholder of record will be voted as you instruct on your Proxy Card. If you sign and return your Proxy Card without
giving specific instructions, they will be voted in accordance with the procedure set out above under the heading “How will
my shares be voted?”
If
you do not return your Proxy Card on a timely basis, your shares will not be voted unless you or your proxy holder attends the Meeting
or any adjournment(s) or postponement(s) thereof and electronically submits your votes during the Meeting as described above under the
heading “How can I vote at the Meeting?”
When
is the deadline to vote?
If
you hold shares as the Shareholder of record, your vote by proxy must be received before 10:00 a.m. (Eastern Time) on January 26, 2024,
or 48 hours prior to any adjournment(s) or postponement(s) of the Meeting, or must be deposited at the Meeting with the chair of the
Meeting before the commencement of the Meeting or any adjournment(s) or postponement(s) thereof.
If
you hold shares as a beneficial owner, please follow the voting instructions provided by your Intermediary.
May
I change or revoke my vote?
In
addition to revocation in any other manner permitted by law, a Shareholder who has given a proxy pursuant to this solicitation may revoke
it:
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at
any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof
at which the proxy is to be used by an instrument in writing executed by the Shareholder or by his, her or its attorney authorized
in writing or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, and
deposited with Computershare by mail using the enclosed envelope to Computershare Investor Services Inc., Proxy Department, 8th
Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, by 10:00 a.m. (Toronto time) by Friday, January 26, 2024; or |
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by
delivering written notice of such revocation to the chair of the Meeting prior to the commencement of the Meeting on the day of the
Meeting or any adjournment(s) or postponement(s) thereof. |
For
shares you hold as a beneficial owner, you may change your vote by submitting new voting instructions to your Intermediary on a timely
basis (which revokes your earlier instructions), or, if you have obtained a legal proxy from the nominee giving you the right to vote
your shares, by attending the Meeting and voting.
Shareholder
Proposals and Director Nominations
How
can I make a Shareholder proposal for the 2025 Annual General Meeting?
If
you want to propose a matter for consideration at the 2025 Annual General Meeting, then that proposal must be received at our registered
office at Suite 300 – 235 15th Street, West Vancouver, British Columbia V7T 2X1 by August 15, 2024. Further details on the deadline
to submit a Shareholder proposal are available below under “What is the deadline to submit shareholder proposals to be included
in the proxy materials for next year’s annual meeting?”
What
is the deadline to submit shareholder proposals to be included in the proxy materials for next year’s annual meeting?
The
Company is subject to the rules of both the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and provisions of the Business Corporations Act (British Columbia) (“BCBCA”) with respect
to shareholder proposals. As clearly indicated under the BCBCA and SEC rules under the Exchange Act, simply submitting a shareholder
proposal does not guarantee its inclusion in the proxy materials.
Shareholder
proposals submitted pursuant to SEC rules under the Exchange Act for inclusion in the Company’s proxy materials for next year’s
annual meeting must be received by our Corporate Secretary no later than the close of business (Central time) on August 15, 2024, and
must be submitted to our Corporate Secretary at BriaCell Therapeutics Corp., Suite 300 – 235 15th Street, West Vancouver, British
Columbia V7T 2X1. Such proposals must also comply with all applicable provisions of Rule 14a-8 under the Exchange Act for inclusion in
the Company’s proxy materials for next year’s annual meeting. Notwithstanding the foregoing, if the date of next year’s
annual meeting has been changed by more than 30 days from the anniversary of the Meeting, then the deadline is a reasonable time before
the Company begins to print and send its proxy materials.
The
BCBCA also sets out the requirements for a valid proposal to be presented at next year’s annual general meeting outside of Rule
14a-8 and provides for the rights and obligations of the Company and the submitter upon a valid proposal being made. Proposals submitted
under the applicable provisions of the BCBCA that a shareholder intends to present at next year’s annual meeting and wishes to
be considered at next year’s annual general meeting outside of Rule 14a-8 must be received at least three (3) months before the
anniversary of the Company’s last annual general meeting (January 30, 2025). Any shareholder proposals must also comply with all
applicable provisions of the BCBCA and the regulations thereunder.
Proposals
that are not submitted on a timely basis or are submitted to the incorrect address or other than to the attention of our Corporate Secretary
may, at our discretion, be excluded from our proxy materials.
See
below under the heading “How may I nominate director candidates or present other business for consideration at a meeting?”
for a description of the procedures through which Shareholders may nominate director candidates for consideration.
How
may I nominate director candidates or present other business for consideration at a meeting?
Shareholders
who wish to (1) submit director nominees for consideration (“Nominating Shareholders”), or (2) present other items
of business directly at next year’s annual meeting must give written notice of their intention to do so, in accordance with the
deadlines described below, to our Corporate Secretary at the address set forth below under the heading “How do I obtain additional
copies of this proxy statement or voting materials?” Any such notice also must include the information required by our
Articles of Incorporation (“articles”) (which may be obtained as provided below under the heading “How
may I obtain financial and other information about BriaCell?”) and must be updated and supplemented as provided in the
articles.
Subject
to compliance with the Company’s advance notice policy, written notice of director nominees must be made to the Corporate Secretary
of the Company not less than 30 nor more than 65 days prior to the date of the shareholders meeting, provided, however, that in the event
that the meeting is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the
first public announcement (as defined below) of the date of the meeting was made, notice by the Nominating Shareholder may be made not
later than the close of business on the 10th day following such Notice Date. Any adjournment or postponement of a meeting
of shareholders or announcement thereof does not commence a new time period for the giving of a Nominating Shareholder’s notice.
See “Advance Notice Policy” under “Proposals 1 and 2 - Election of Directors” in this proxy statement.
Shareholders
who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth
the information required by Rule 14a-19 under the Exchange Act no later than November 25, 2024, or if the date of the Meeting has changed
by more than 30 calendar days from the previous year, then notice must be provided by the later of 60 calendar days prior to the date
of the annual meeting or the 10th calendar day following the day on which public announcement of the annual meeting is first
made by the Company.
Shareholders
may recommend director candidates for consideration by the Board by writing to our Corporate Secretary at the address set forth below
under the heading “How do I obtain additional copies of this proxy statement or voting materials?” in accordance
with the notice provisions described above under the heading “How may I nominate director candidates or present other business
for consideration at a meeting?”
Subject
to compliance with the advance notice policy, to be in proper written form, such notice must set forth the nominee’s name, age,
business and residential address; principal occupation or employment (presently and for the past five years); direct or indirect beneficial
ownership in, or control or direction over, (i) any class or series of securities of the Company, including options, warrants, or convertible
securities, and the material terms thereto; a statement and explanation on whether the person would be an “independent” director
within the meaning of NI 52-110; a statement that the person is not prohibited or disqualified from acting as a director of the Company
under applicable legislation; and any other information relating to the person that would be required to be disclosed in a dissident’s
proxy circular in connection with the solicitation of proxies for election of directors pursuant to applicable legislation. The notice
must also include the full particulars of any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating
Shareholder has a right to vote any shares of the Company and any other information relating to such Nominating Shareholder that would
be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant
to applicable legislation. The chair of the Meeting shall have the power and duty to determine whether a nomination was made in accordance
with the procedures set forth in this Policy and, if the chair of the Meeting determines that any proposed nomination is not in compliance
with this Policy, to declare that such defective nomination shall be disregarded.
Description
of the Company’s Voting Securities
The
Company is authorized to issue an unlimited number of Common Shares without par value. At the close of business on the Record Date, December
20, 2023, there were 44 Shareholders of record holding 15,981,726 outstanding Common Shares, and no other shares outstanding.
Voting
Rights
The
Common Shares carry one vote per share for all matters coming before Shareholders at the Meeting.
The
holders of Common Shares are entitled to receive notice of any meeting of Shareholders of the Company, and to attend and vote at those
meetings, except those meetings at which holders of a specific class of shares are entitled to vote separately as a class under the BCBCA.
To
the knowledge of the Company, as at the Record Date, based on publicly available filings, as of the Record Date no person or company
beneficially owns, controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached
to any class of voting securities of the Company, other than set out in the table below.
| Name
of Shareholder |
|
Number
of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly |
|
|
Percentage
of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly |
|
|
Percentage
of Votes Attaching to All Outstanding Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly |
|
| L5
Capital Inc.(1) |
|
|
1,770,000 |
|
|
|
11.08% |
|
|
|
11.08% |
|
Note:
| (1) | L5
Capital Inc. is controlled by Marc Lustig, a director of the Company. |
Interest
of Certain Persons or Companies in Matters to be acted upon
Except
as described elsewhere in this proxy statement, management of the Company is not aware of any material interest, direct or indirect,
by way of beneficial ownership of securities or otherwise, of (a) any director or executive officer of the Company, (b) any proposed
nominee for election as a director of the Company, and (c) any associates or affiliates of any of the persons or companies listed in
(a) and (b), in any matter to be acted on at the Meeting, other than the appointment and remuneration of auditors in Proposal 1 and the
election of the director nominees in Proposal 2.
Obtaining
Additional Information
How
may I obtain financial and other information about BriaCell?
Our
audited annual consolidated financial statements for the year ended July 31, 2023 are included in our Annual Report on Form 10-K. We
filed our Annual Report on Form 10-K with the SEC on October 25, 2023 and concurrently filed the Annual Report on Form 10-K on SEDAR+
at www.sedarplus.ca. We will furnish a copy of our Annual Report on Form 10-K (excluding exhibits, except those that are specifically
requested) without charge to any Shareholder who so requests by writing to our Corporate Secretary at the address below under the heading
in “How do I obtain additional copies of this proxy statement or voting materials?” The Annual Report on Form
10-K is also available free of charge on the “Investor Relations” section of our website at www.briacell.com/investor-relations,
on the SEC’s website at www.sec.gov, and on SEDAR+ at www.sedarplus.ca.
By
writing to us, Shareholders also may obtain, without charge, a copy of our articles, code of conduct and Board standing committee charters.
What
if I have questions for the Company’s transfer agent?
If
you are a Shareholder of record and have questions concerning share certificates, ownership transfer or other matters relating to your
share account, please contact our transfer agent at the following address:
Computershare
Investor Services Inc.
Proxy Department,
8th Floor, 100 University Avenue,
Toronto, Ontario M5J 2Y1
How
do I obtain additional copies of this proxy statement or voting materials?
If
you need additional copies of this proxy statement or the proxy materials, please contact us at:
BriaCell
Therapeutics Corp.
Attn: Corporate Secretary
Suite 300 – 235 15th Street,
West Vancouver, British Columbia V7T 2X1
glevin@briacell.com
OVERVIEW
OF PROPOSALS TO BE VOTED ON
Proposals
1 and 2 are included in this proxy statement at the direction of the Board. Our Board unanimously recommends that you vote “FOR”
the appointment and remuneration of auditors in Proposal 1 and “FOR” the election of the nominees in Proposal 2.
PRESENTATION
OF FINANCIAL STATEMENTS
The
Company’s audited consolidated financial statements as at July 31, 2023, and 2022, together with the auditor’s report thereon,
will be presented to the Shareholders at the Meeting. The Company’s audited consolidated financial statements as at July 31, 2023,
and 2022 are also available on the Company’s website at www.briacell.com.
Audit
Committee Report
The
material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated
by reference into any filing by BriaCell Therapeutics Corp. under the Securities Act of 1933, as amended, or the Exchange Act.
The
Audit Committee has reviewed and discussed the audited financial statements for the year ended July 31, 2023 with management. The Audit
Committee has also discussed with MNP, the Company’s independent registered public accounting firm, the matters required to be
discussed under applicable auditing standards, including Auditing Standard No. 1301. In addition, the Audit Committee discussed with
MNP its independence, and received from MNP the written disclosures and the letter required by applicable requirements of the Public
Company Accounting Oversight Board. Finally, the Audit Committee discussed with MNP, with and without management present, the scope and
results of MNP’s audit of such financial statements.
Based
on these reviews and discussions, the Audit Committee recommended to the Board that such audited financial statements be included in
the Company’s Annual Report on Form 10-K for the year ended July 31, 2023.
Audit
Committee of the Board
Dr.
Vaughn C. Embro-Pantalony (Chair)
Dr.
Jane Gross
Mr.
Martin Schmieg
PROPOSAL
1 – appointment and remuneration of auditors
The
members of the audit committee of our Board (the “Audit Committee”) and our Board believe the continued retention
of MNP LLP (“MNP”) as our independent registered accounting firm, and authorizing the Board to fix the auditors’ remuneration
is in the best interests of the Company and our Shareholders. Ratification requires the receipt of “FOR” votes constituting
a majority of the shares cast by the Shareholders who vote in respect of this proposal. Representatives of MNP are expected to be present
at the meeting, have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions
from the Shareholders.
In
absence of instructions to the contrary, the Common Shares represented by the Proxy are to be voted for the appointment of MNP as the
auditor to hold office for the ensuing year at a remuneration to be fixed by the Board.
Principal
Independent Accountant Fees and Services
MNP
has served as our independent registered public accounting firm since 2015. The engagement of MNP was approved by the Audit Committee
and the Board. MNP completed an audit of the Company’s financial statements for the year ended July 31, 2023.
The
aggregate fees billed to us by MNP for the indicated services for each of the last two fiscal years were as follows:
| | |
2023 | | |
2022 | |
| Audit fees (1) | |
$ | 160,200 | | |
$ | 232,884 | |
| Audit-related fees (2) | |
$ | 117,000 | | |
$ | - | |
| Tax fees (3) | |
$ | 81,400 | | |
$ | 11,900 | |
| All other fees (4) | |
$ | - | | |
$ | 17,134 | |
Notes:
| (1) |
Aggregate
fees billed by the auditor (or accrued) for assurance and related services that are reasonably related to the performance of the
audit or review of the Company’s financial statements. |
| (2) |
Aggregate
fees billed by the auditor (or accrued) for assurance and related services that are reasonably related to the performance of the
review of the Company’s financial statements. |
| (3) |
Aggregate
fees billed by the auditor (or accrued) for professional services rendered for tax compliance, tax advice and tax planning. |
| (4) |
Aggregate
fees billed by the auditor (or accrued) for assurance and related services that are reasonably related to the performance of the
review of the Company’s registration statement on Form F-1. |
Audit
Fees
Audit
fees consist of fees and related expenses billed for professional services rendered for the audit of the financial statements and services
that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or
engagements and include fees for professional services rendered in connection with the annual reports.
Audit
fees also consist of fees and related expenses billed for professional services rendered for the review of the quarterly financial statements
and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory
filings or engagements and include fees for professional services rendered in connection with the quarterly reports. Finally, audit fees
include fees and related expenses associated with the issuance of consents by our independent registered public accounting firm to be
named in our prospectuses and/or registration statements and to the use of their audit report in the prospectuses and/or registration
statements.
Audit-Related
Fees
Audit-related
fees consist of fees and related expenses billed for assurance and related services (e.g., due diligence services) that traditionally
are performed by the independent accountant. More specifically, these services would include, among others: employee benefit plan audits,
due diligence related to mergers and acquisitions, and internal control reviews.
Tax
Fees
Tax
fees consists of fees for services related to tax compliance and tax due diligence.
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Consistent
with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and
permissible non-audit services provided by our independent registered public accounting firm on a case-by-case basis. Our Audit Committee
has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. Our
Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all the services provided by
our independent registered public accounting firm.
OUR
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENT AND AUTHORIZING THE BOARD TO FIX THE AUDITORS’
REMUNERATION IN PROPOSAL 1.
PROPOSAL
2 – election of directors
There
are currently seven directors of the Company. At the Meeting, it is proposed that seven directors are to be elected at the Meeting.
Management
proposes to nominate at the Meeting each of Dr. William V. Williams, Mr. Jamieson Bondarenko, Dr. Rebecca Taub, Dr. Vaughn C. Embro-Pantalony,
Mr. Martin Schmieg, Mr. Marc Lustig and Dr. Jane Gross, to serve as a director of the Company until the next Meeting at which the election
of directors is considered, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed, or becomes disqualified
in accordance with the articles of the Company or the BCBCA. The persons named in the accompanying Proxy Card intend to vote for the
election of such persons at the Meeting, unless otherwise directed. Management does not contemplate that any of the nominees will be
unable to serve as a director of the Company.
The
following table and the notes thereto set out the name and age of each current director and director nominee (as of December 20, 2023)
their respective positions and, if applicable, the period during which he/she has been a director of the Company.
| Name
and Location of Residence |
|
Age |
|
Position(s) |
|
Principal
Occupation During the
Past
Five Years(5) |
|
Director
Since |
|
Number
of Common Shares Beneficially Owned or Controlled, Directly or Indirectly(6) |
|
Dr.
Jane Gross(1)
Park
City, Utah, USA |
|
67 |
|
Director |
|
Consultant
Executive in Research and Development of Therapeutics for Aptevo Therapeutics Inc. (2021 – Present); Independent Director for
aTyr Pharmaceuticals (2019 - Present); Chief Scientific Officer and Senior Vice President, Research and Non-Clinical Development
at Aptevo Therapeutics (2016 - 2021); Vice President, Applied Research and Non-Clinical Development at Emergent BioSolutions (2011
- Present); Vice President, Immunology Research at ZymoGenetics (2008 - Present). |
|
November
1, 2021 |
|
|
70,000
(0.44)% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Marc Lustig (2)
Vancouver,
British Columbia, Canada |
|
51 |
|
Director |
|
Founder
and Chief Executive Officer, Origin House, which was sold to Cresco Labs Inc. (2015 - 2020); Director, Cresco Labs Inc. (2020 –
Present); Executive Chairman, IM Cannabis Corp. (2019 – Present); Founder, Lustig Family Medical Cannabis Research & Care
Fund of the Cedars Cancer Foundation (2018 – Present). |
|
August
31, 2021 |
|
|
1,770,000(7)
(11.08 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Jamieson Bondarenko
Toronto,
Ontario, Canada |
|
39 |
|
Chairman,
Director |
|
Capital
Markets, CHAR Technologies Ltd. (2023 – Present), Capital Markets, MustGrow Biologics Corp. (2018 – Present), Owner,
JGRNT Capital Corp. (2017 – Present), Principal, Managing Director, Equity Capital Markets at Eight Capital (2016 – 2017);
Managing Director of Equity Capital Markets and Director, Equity Capital Markets at Dundee Capital Markets (2016 – 2016). |
|
February
4, 2019 |
|
|
669,856
(4.19 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
William V. Williams
Havertown,
Pennsylvania, USA |
|
68 |
|
President,
Chief Executive Officer, Director |
|
President,
Chief Executive Officer and Director, BriaCell Therapeutics Corp. (2016 – Present). |
|
November
11, 2016 |
|
|
494,563
(3.09 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Rebecca Taub(2)
Villanova,
Pennsylvania, USA
|
|
71 |
|
Director
|
|
Founder,
Director, Chief Medical Officer, Executive Vice President, and Research & Development at Madrigal Pharmaceuticals (2016 –
Present); Founder, Director, Chief Executive Officer at Madrigal Pharmaceuticals (2011 – Present); |
|
March
7, 2018 |
|
|
30,000
(0.19)%
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Vaughn C. Embro-Pantalony(1)(2)(3)
Toronto,
Ontario, Canada
|
|
66 |
|
Director
|
|
Chairman
of the Board, Soricimed Biopharma Inc. (2018 – Present); Director, Audit Committee “Chair” and Chief Executive
Officer of Microbix Biosystems Inc. (2007 – Present). |
|
March
14, 2019 |
|
|
94,524
(0.59 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Martin Schmieg(1)(3)
Palm
Beach, Florida, USA |
|
61 |
|
Director |
|
Chief
Technology and Financial Officer, Clear Intradermal Technologies, Inc. (formerly ClearIt, LLC) (2021-Present); Co-Founder, General
Manager and CEO, ClearIt, LLC (2013 – 2021); Founder and General Manager, Soar Ventures (2013 – Present). |
|
May
10, 2016 – March 14, 2019
November
24, 2020(4) |
|
|
85,575
(0.54 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
TOTAL: |
|
|
3,214,518
(20.12 |
)% |
Notes:
| (1) |
Members
of the Audit Committee. The Chair is Dr. Vaughn C. Embro-Pantalony. |
| (2) |
Members
of the Nominating and Corporate Governance Committee. The Chair is Mr. Marc Lustig. |
| (3) |
Members
of the Compensation Committee. The Chair is Mr. Martin Schmieg. |
| (4) |
On
May 10, 2016, Mr. Martin Schmieg was appointed a Director of the Company, resigned on March 14, 2019, and re-joined the Board on
November 24, 2020. |
| (5) |
The
information as to principal occupation, business or employment is not within the knowledge of the Company and has been furnished
by the respective Nominees. |
| (6) |
The
percentage of voting rights calculations stated above is based on 15,981,726 Common Shares outstanding as at the close of business
on December 20, 2023. |
| (7) |
Mr.
Lustig’s shares are held by L5 Capital Inc., an entity controlled by Mr. Lustig.
|
Biographical
Information
The
biographies of the proposed nominees for the Board are set out below.
Dr.
Jane Gross, Director, was appointed to the Company’s Board on November 1, 2021. Dr.
Gross is a highly experienced biotech executive with over 30 years in leading research and development teams from discovery through preclinical
evaluation and clinical development of therapeutics for the treatment of cancer and autoimmune and inflammatory diseases. Dr. Gross has
served as a consultant executive in research and development for Aptevo Therapeutics Inc. since 2021. Dr. Gross has also served as an
independent director for aTyr Pharmaceuticals (Nasdaq: LIFE) since 2019, a biotechnology company developing novel therapeutics for respiratory
diseases and multiple cancer indications. Dr. Gross’s experience includes roles such as Chief Scientific Officer and SVP, Research
and Non-Clinical Development at Aptevo Therapeutics (Nasdaq: APVO) from 2016 to 2022, during which she led the discovery of novel antibody-based,
biospecific protein therapeutics as immunotherapies to treat diseases like cancer. Previously, Dr. Gross served as VP, Applied Research
and Non-Clinical Development at Emergent BioSolutions (NYSE: EBS) from 2011 to 2016, during which she successfully introduced a drug
to patients from the design stage into the clinic stage. Formerly, as VP, Immunology Research at ZymoGenetics from 2009 to 2010, Dr.
Gross discovered and developed 30+ new product candidates, completed partnerships and out-licensing of assets, and helped position ZymoGenetics
for a successful acquisition by Bristol Myers Squibb (NYSE: BMY) in 2010. Dr. Gross earned her Ph.D. in Immunology from the University
of California, Berkeley and her Post-Doctoral Fellowship from the University of Washington in Immunology. We believe that Dr.
Gross is qualified to serve as a member of our Board due to her extensive industry-specific research and business experience, as well
as her impressive academic background.
Mr.
Marc Lustig, Director, was appointed to the Company’s Board on August 31, 2021. Mr. Lustig is a highly regarded investor,
entrepreneur, and corporate finance veteran with a deep understanding of the life sciences industry, including biotechnology and pharmaceuticals,
as well as the legal cannabis industry. In 2015, Mr. Lustig founded Origin House, serving as CEO and Chairman until Origin House was
sold to Cresco Labs Inc. (CSE: CL; OTCQX: CRLBF) in 2020, where he has served as a director and as Head of Capital Markets since January
2020. Mr. Lustig has also served as the Executive Chairman of the board of IM Cannabis Corporation, a leading international cannabis
company, since 2019. In addition to being a director of a number of public companies, he founded the Lustig Family Medical Cannabis Research
& Care Fund of the Cedars Cancer Foundation in 2018, which provides cannabis to palliative cancer patients. His professional experience
includes working at Merck & Co. from 1997 to 2001, and his capital markets career includes roles in biotechnology equity research
and corporate finance. Mr. Lustig holds MSc and MBA degrees from McGill University. We believe that Mr. Lustig is qualified to serve
as a member of our Board because of his industry-specific and capital markets experience.
Mr.
Jamieson Bondarenko, CFA, CMT, Chairman and Director, was appointed as a Director of the Company on February 12, 2019 and elected
as Chairman on April 24, 2019. Mr. Bondarenko provides strategic capital markets & corporate development advice to early-stage life
sciences companies through his merchant capital company, JGRNT Capital Corp., a company he founded in November 2016. From December 2016
through October 2017, he served as Principal and Managing Director of the Equity Capital Markets group of Eight Capital. He also held
several positions in the Capital Markets division of Dundee Securities Ltd., including Managing Director from July 2016 through December
2016, Director from October 2015 through July 2016, Vice President from December 2012 through October 2015 and Associate from February
2010 through December 2012. We believe that Mr. Bondarenko is qualified to serve as a member of our Board because
of his industry-specific and capital markets experience.
Dr.
William V. Williams, MD, President, Chief Executive Officer and Director, is a seasoned biopharmaceutical executive with over
35 years of industry and academic expertise, including significant clinical management in multinational pharmaceutical companies. Dr.
Williams has served as President, Chief Executive Officer and Director of the Company since November 1, 2016. Dr. Williams served as
Vice President of Exploratory Development at Incyte Corporation from March 2005 through November 2016. There he facilitated entry of
over 20 compounds into the clinic, including ruxolitinib (Jakafi), baricitinib (Olumiant), and epacadostat. Dr. Williams held several
positions at GlaxoSmithKline Pharmaceuticals, including Director and Head of Clinical Pharmacology, Musculoskeletal, Inflammation, Gastrointestinal
and Urology from December 2004 through March 2005; Director and Head of Clinical Pharmacology, Oncology, Musculoskeletal and Inflammation
from March 2002 through December 2004; and Head of Experimental Medicine and Vice President of Clinical Pharmacology from December 2000
through March 2002. He has also served as Assistant Professor of Medicine and the Director of Rheumatology Research at the University
of Pennsylvania from July 1991 through January 1998. Dr. Williams earned his BSc in Chemistry and Biotechnology from Massachusetts Institute
of Technology and Medical Doctorate from Tufts University School of Medicine. We believe that Dr. Williams is qualified to serve as a
member of our Board because of his experience as our President and Chief Executive Officer, as
well as his depth of academic and biopharmaceutical industry experience.
Dr.
Rebecca Taub, MD, Director, has been a Director of the Company since her appointment on March 18, 2019. Dr. Taub currently
serves as the President of Research and Development for Madrigal Pharmaceuticals, a clinical-stage biopharmaceutical company. She previously
served as Vice President of Research and Development from July 2016 and was recently promoted to President of Research and Development
on June 27, 2019. She has also served as Madrigal’s Chief Medical Officer since July 2016. Dr. Taub served as the CEO and a director
of Madrigal from September 2011 until Madrigal’s merger with Synta Pharmaceuticals Corp. in July 2016. Prior to joining Madrigal,
Dr. Taub served as Senior Vice President, Research and Development of VIA Pharmaceuticals from 2008 to 2011 and as Vice President, Research,
Metabolic Diseases at Hoffmann-LaRoche from 2004 to 2008. In those positions, Dr. Taub oversaw clinical development and drug discovery
programs in cardiovascular and metabolic diseases, including the conduct of a series of Phase I and II proof of conduct clinical trials.
Dr. Taub led drug discovery programs, including target identification, lead optimization and advancement of preclinical candidates into
clinical development. From 2000 through 2003, Dr. Taub worked at Bristol-Myers Squibb Co. and DuPont Pharmaceutical Company, in a variety
of positions, including Executive Director of CNS and metabolic diseases research. Before becoming a pharmaceutical executive, Dr. Taub
was a tenured Professor of Genetics and Medicine at the University of Pennsylvania, and remains an adjunct professor. Dr. Taub is the
author of more than 120 research articles. Before joining the faculty of the University of Pennsylvania, Dr. Taub served as an Assistant
Professor at the Joslin Diabetes Center of Harvard Medical School, Harvard University and an associate investigator with the Howard Hughes
Medical Institute. Dr. Taub received her M.D. from Yale University School of Medicine and her B.A. from Yale College. We believe that
Dr. Taub is qualified to serve as a member of our Board due to her extensive experience as a biopharmaceutical researcher and pharmaceutical
executive, heading up major development programs in non-alcoholic steatohepatitis.
Dr.
Vaughn C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC, Director, has been a Director of the Company since his appointment on
March 18, 2019. In February 2018, he joined the board of directors of Soricimed Biopharma Inc., a private clinical-stage biopharma company
developing targeted cancer therapies, and in August 2018 he was appointed Chairman of the board of Soricimed, where he continues to serve
in this capacity. Mr. Embro-Pantalony is currently President of Stratpath Management Inc., consulting on strategy and governance to the
life sciences sector. He is also a director of Microbix Biosystems Inc., a public company and leading manufacturer of viral and bacterial
antigens and reagents for the global diagnostics industry. He originally joined Microbix as a director in February 2007, and he also
served as its President and Chief Executive Officer from November 2012 to July 2017. He has held other executive positions in life sciences
with responsibility for finance, business development, strategic planning and information technology, including Vice President, Finance,
and Chief Financial Officer of Novopharm Limited from May 2003 through April 2006; Vice President, Information Technology, and Chief
Information Officer of Bayer Inc. from July 1999 through April 2003; Vice President, Finance and Administration of Bayer Healthcare from
October 1996 through June 1999; and Director, Finance and Administration and Chief Financial Officer of Zeneca Pharma Inc. from March
1995 through August 1996. He received his bachelor’s degree from Wilfrid Laurier University and his master of business administration
degree from University of Windsor. He is a Fellow Chartered Professional Accountant and a Chartered Director (C. Dir.) and is Audit Committee
Certified (A.C.C.) through the Directors College, McMaster University. We believe that Mr. Embro-Pantalony is qualified to serve as a
member of our Board due to his extensive experience as a pharmaceutical and life sciences executive.
Mr.
Martin Schmieg, Director rejoined the Company’s Board on November 24, 2020. Having served as a member of BriaCell’s
Board from 2016 to March 2019, Mr. Schmieg is a “C” level executive with a diversified background in the global biotech,
med-tech and pharmaceutical industries with 40 years of business experience. Since November 2021, Mr. Schmieg has served as Chief Technology
and Financial Officer of Clear Intradermal Technologies, Inc. (formerly ClearIt, LLC). From 2013 to November 2021, Mr. Schmieg served
as Co-Founder, General Manager and CEO of ClearIt, LLC, an emerging private technology company based in Massachusetts which is developing
the ERASER System for aesthetic and medical skin treatments. He has also served as the Founder and General Manager of Soar Ventures,
a strategic advisory services firm, since 2013. Since 2010, Mr. Schmieg has been providing strategic advisory services to the life sciences
industry, including engagements with the following companies: NeoStem, Inc. (now Caladrius Biosciences, Inc.), Beckman Coulter Genomics,
Calimmune, Inc., Cryoport, Inc., and Sapientia Pharmaceuticals, Inc. In 2006, Mr. Schmieg assumed the position of Chief Executive Officer
of Freedom-2, Inc., a venture start-up in novel dermatology applications, which was reverse merged into Nuvilex, Inc., now PharmaCyte,
Inc. As a hands-on leader, Mr. Schmieg’s early career focused on accounting and financial management responsibilities, serving
as Chief Financial Officer to privately held Advanced Bionics Corporation from 2003 to 2004 and Cytometrics, Inc. from 1992 to 2000,
as well as publicly traded Isolagen, Inc. from 2005 to 2006 and Sirna Therapeutics, Inc. from 2004 to 2006. Mr. Schmieg holds a BS from
LaSalle University, Philadelphia, PA and is a certified public accountant. We believe that Mr. Schmieg is qualified to serve as a member
of our Board due to his extensive experience in the capital markets and pharmaceutical industry.
No
proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.
The
persons named in the accompanying Proxy Card (if named and absent contrary directions) intend to vote the shares represented thereby
FOR the election of each of the aforementioned named nominees unless otherwise instructed on a properly executed and validly deposited
proxy. Management of the Company does not contemplate that any nominees named above will be unable to serve as a director, but, if
that should occur for any reason prior to the Meeting, the persons named in the enclosed Proxy Card reserve the right to vote for another
nominee at their discretion.
Majority
Voting for Election of Directors
The
Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “BCT”.
Pursuant to the requirements of the TSX, the Board has adopted a policy for majority voting for individual directors (the “Majority
Voting Policy”). The Proxy Card for the Meeting enables each Shareholder to vote for, or withhold their Common Shares from
voting on, the election of each Nominee separately. In accordance with the terms of the Majority Voting Policy, if the votes “for”
the election of a Nominee are fewer than the votes “withheld”, the Nominee will be required to tender his or her resignation
promptly after the Meeting for the consideration of the Nominating and Corporate Governance Committee of the Board (the “Governance
Committee”). Absent exceptional circumstances that would warrant the continued service of the applicable director on the Board,
the Governance Committee is expected to recommend acceptance of the resignation by the Board. The Governance Committee will make a recommendation
to the Board after reviewing the matter, and the Board will then decide whether to accept or reject the resignation. Following the Board’s
decision, which must be made within 90 days after the date of the Meeting, the Board will promptly issue a news release publicly disclosing
its decision whether to accept or reject the applicable director’s resignation, including the reasons for rejecting the resignation,
if applicable. If a resignation is accepted, subject to any corporate law restrictions, the Board may leave the vacancy unfilled or appoint
a new director to fill the vacancy. The director whose resignation is being considered will not participate in any Governance Committee
or Board deliberations as to whether to accept or reject the resignation. The Majority Voting Policy does not apply in circumstances
involving contested director elections (i.e., where the number of Nominees exceeds the number of directors to be elected).
Replacement
or Removal of Directors
To
the extent directors are elected or appointed to fill casual vacancies or vacancies arising from the resignation or removal of directors,
in both instances whether by Shareholders or directors, the directors shall hold office until the remainder of the unexpired portion
of the term of the departed director that was replaced.
Advance
Notice Policy
Our
Board adopted an Advance Notice Policy on December 18, 2015 (the “Advance Notice Policy”), under which Nominating
Shareholders must give written notice of their intention to do so, in accordance with the deadlines described below, to our Corporate
Secretary at the address set forth below under the heading “How do I obtain additional copies of this proxy statement or
voting materials?” Any such notice also must include the information required by the Advance Notice Policy.
Subject
to compliance with the Advance Notice Policy, written notice of director nominees must be made to the Corporate Secretary of the Company
not less than 30 nor more than 65 days prior to the date of the shareholders meeting, provided, however, that in the event that the meeting
is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement
(as defined below) of the date of the meeting was made, notice by the Nominating Shareholder may be made not later than the close of
business on the 10th day following such Notice Date. Any adjournment or postponement of a meeting of shareholders or announcement
thereof does not commence a new time period for the giving of a Nominating Shareholder’s notice. See “Advance Notice Policy”
under “Proposals 1 and 2 - Election of Directors” in this proxy statement.
Shareholders
who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth
the information required by Rule 14a-19 under the Exchange Act no later than November 25, 2024, or if the date of the Meeting has changed
by more than 30 calendar days from the previous year, then notice must be provided by the later of 60 calendar days prior to the date
of the annual meeting or the 10th calendar day following the day on which public announcement of the annual meeting is first
made by the Company.
Shareholders
may recommend director candidates for consideration by the Board by writing to our Corporate Secretary at the address set forth below
under the heading “How do I obtain additional copies of this proxy statement or voting materials?” in accordance
with the notice provisions described above under the heading “How may I nominate director candidates or present other business
for consideration at a meeting?”
Subject
to compliance with the Company’s Advance Notice Policy, to be in proper written form, such notice must set forth the nominee’s
name, age, business and residential address; principal occupation or employment (presently and for the past five years); direct or indirect
beneficial ownership in, or control or direction over, (i) any class or series of securities of the Company, including options, warrants,
or convertible securities, and the material terms thereto; a statement and explanation on whether the person would be an “independent”
director within the meaning of NI 52-110; a statement that the person is not prohibited or disqualified from acting as a director of
the Company under applicable legislation; and any other information relating to the person that would be required to be disclosed in
a dissident’s proxy circular in connection with the solicitation of proxies for election of directors pursuant to applicable legislation.
The notice must also include the full particulars of any proxy, contract, arrangement, understanding or relationship pursuant to which
such Nominating Shareholder has a right to vote any shares of the Company and any other information relating to such Nominating Shareholder
that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors
pursuant to applicable legislation.
The
chair of the Meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth
in this Policy and, if the chair of the Meeting determines that any proposed nomination is not in compliance with this Policy, to declare
that such defective nomination shall be disregarded.
Corporate
Cease Trade Orders, Bankruptcies Penalties or Sanctions
Except
as described below, no proposed director is, or within the ten years prior to the date of this proxy statement has been, a director,
Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) of any company, including the
Company, that was subject to (i) a cease trade order, (ii) an order similar to a cease trade order, or (iii) an order that denied the
relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 days:
| |
(a) |
that
was issued while the proposed director was acting in the capacity as director, CEO or CFO; |
| |
|
|
| |
(b) |
that
was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that
person was acting in the capacity as director, CEO or CFO; or |
| |
|
|
| |
(c) |
while
that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement
or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. |
Individual
Bankruptcies
None
of the proposed directors of the Company have, within the ten years prior to the date of this proxy statement, become bankrupt or made
a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement
or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.
Penalties
or Sanctions
None
of the proposed directors of the Company have been subject to: (a) any penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority or have entered into a settlement agreement with a securities regulatory authority;
or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable
security holder in deciding whether to vote for a proposed director.
Certain
Relationships and Related Transactions
Related
Party Transactions
Parties
are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making operating and financial decisions. This would include the Company’s senior management,
who are considered to be key management personnel by the Company. Parties are also related if they are subject to common control or significant
influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when
there is a transfer of resources or obligations between related parties. The Audit Committee is charged with oversight over related party
transactions entered into by the Company.
Company
Transactions with Related Parties
There
have been no transactions since August 1, 2021 to which the Company has been a party, including transactions in which the amount involved
in the transaction exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the last two
completed fiscal years, and in which any of the Company’s directors, executive officers or, to the Company’s knowledge, beneficial
owners of more than 5% of the Company’s capital stock or any member of the immediate family of any of the foregoing persons had
or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other
arrangements, which are described elsewhere herein. The Company is not a party to a current related party transaction, and no transaction
is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of the Company’s
total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect
material interest.
The
Governance Committee is responsible for approving and overseeing any transaction between the Company and any related person (as defined
in Item 404 of Regulation S-K) on an ongoing basis in accordance with the Company’s related party transaction approval policy.
Under this policy, the following types of transactions must be approved or ratified by the Governance Committee:
| |
● |
any
transaction exceeding the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the last two
completed fiscal years in which a related party has or will have direct or indirect material interest; |
| |
● |
any
transaction that would require Shareholder approval, a formal valuation or disclosure under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions; |
| |
|
|
| |
● |
any
transaction pursuant to which a director or officer has a disclosable interest pursuant to Section 147 of the BCBCA or under any
similar provision of any other corporate statute applicable to the Company; and |
| |
|
|
| |
● |
any
other transaction for which disclosure would be required pursuant to Item 404 of Regulation S-K. |
In
determining whether or not to approve a related party transaction, the Governance Committee will consider, among other relevant factors:
| |
● |
the
terms of the transaction, including the related party’s interest and the purpose and timing of the transaction; |
| |
|
|
| |
● |
whether
the Company has demonstrable business reasons to enter into the transaction; |
| |
|
|
| |
● |
whether
the transaction would impair the independence of a director; and |
| |
|
|
| |
● |
any
potential reputational or other risk issues. |
Director
Independence
The
independence of the Company’s directors has been determined under the corporate governance rules of Nasdaq (the “Nasdaq
Rules”), NI 58-101, and NI 52-110.
Under
the Nasdaq Rules, independent directors must comprise a majority of a listed company’s board of directors. For purposes of the
Nasdaq Rules, an independent director means a person other than an executive officer or employee of the company who, in the opinion of
the board of directors, has no relationship with the company that would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. Under NI 58-101, a director is considered to be independent if he or she is independent within
the meaning of Section 1.4 of National Instrument 52-110—Audit Committees. Section 1.4 of NI 52-110 generally provides that
a director is independent if he or she has no direct or indirect relationship with the issuer which could, in the view of the issuer’s
board of directors, be reasonably expected to interfere with the exercise of the director’s independent judgment.
Our
Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or
her background, employment and affiliations, our Board has determined that Dr. Gross, Dr. Taub, Mr. Embro-Pantalony, Mr. Schmieg, Mr.
Lustig and Mr. Bondarenko, representing six of the seven members of our Board, are “independent” as that term is defined
under the Nasdaq Rules. In making this determination, our Board considered the current and prior relationships that each non-employee
director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including
the beneficial ownership of our shares by each non-employee director. Dr. Williams is not independent under the Nasdaq Rules, NI 58-101,
and NI 52-110 by virtue of being the Company’s Chief Executive Officer. Mr. Lustig is not independent under NI 58-101 and NI 52-110
by virtue of being a significant securityholder of the Company, but does qualify as independent under the Nasdaq Rules.
Certain
members of our Board are also members of the boards of other public companies. Our Board has not adopted a director interlock policy,
but is kept informed of other public directorships held by its members.
Requirements
under the Business Corporations Act (British Columbia)
In
accordance with the BCBCA, each director and officer must disclose the nature and extent of any interest that he or she has in a material
contract or material transaction whether made or proposed with the Company, if the director or officer is a party to the contract or
transaction, is a director or an officer or an individual acting in a similar capacity of a party to the contract or transaction, or
has a material interest in a party to the contract or transaction. Subject to certain limited exceptions under the BCBCA, no director
may vote on a resolution to approve a material contract or material transaction which is subject to such disclosure requirement.
As
of the date hereof, except as otherwise disclosed in our Annual Report on Form 10-K, to the knowledge of the Board or the management
of the Company, there are no material interests, whether direct or indirect, of any informed person of the Company, any proposed director
of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement
of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially
affect the Company of any of its subsidiaries.
OUR
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NOMINEES IN PROPOSAL 2.
corporate
governance
Board
of Directors
The
Board currently consists of seven (7) directors. Each director holds office until the close of the next annual general meeting of shareholders,
or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated. The Board may establish one
or more committees of the Board, however designated, and delegate to any such committee the full power of the board of directors, to
the fullest extent permitted by law.
The
independence of the Company’s directors has been determined under the Nasdaq Rules, which require that independent directors comprise
a majority of a listed company’s board of directors. Under Rule 5605(a)(2) of the Nasdaq Rules, an independent director means a
person other than an executive officer or employee of the company who, in the opinion of the board of directors, has no relationship
with the company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under
NI 58-101, a director is considered to be independent if he or she is independent within the meaning of Section 1.4 of National Instrument
52-110—Audit Committees. Section 1.4 of NI 52-110 generally provides that a director is independent if he or she has no
direct or indirect relationship with the issuer which could, in the view of the issuer’s board of directors, be reasonably expected
to interfere with the exercise of the director’s independent judgment.
Our
Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or
her background, employment and affiliations, our Board has determined that Dr. Gross, Dr. Taub, Mr. Embro-Pantalony, Mr. Schmieg, Mr.
Lustig and Mr. Bondarenko, representing six of the seven members of our Board, are “independent” as that term is defined
under the Nasdaq Rules. In making this determination, our Board considered the current and prior relationships that each non-employee
director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including
the beneficial ownership of our shares by each non-employee director. Dr. Williams is not independent by virtue of being the Company’s
Chief Executive Officer. Mr. Lustig is not independent under NI 58-101 and NI 52-110 by virtue of being a significant securityholder
of the Company, but is independent under the Nasdaq Rules.
Although
the independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not
in attendance, the Board has adopted the practice of following each meeting with an independent directors’ discussion. The Board
ensures open and candid discussion among its independent directors by continuously monitoring situations where a conflict of interest
or perceived conflict of interest with respect to a director may exist. In cases where such a conflict of interest or perceived conflict
of interest is identified, it is addressed in accordance with the Business Corporations Act (British Columbia) and the Board Mandate
(as defined below). The Board may determine that it is appropriate to hold an in-camera session excluding a director with a conflict
of interest or perceived conflict of interest, or such director may consider that it is appropriate to recuse him or herself from considering
and voting with respect to the matter under consideration.
The
chair of the Board (the “Chair”), Mr. Jamieson Bondarenko, is an independent director. The Company’s Lead Director,
Vaughn C. Embro-Pantalony, is an independent director. Both the Chair and the Lead Director are responsible for encouraging open and
candid discussion among the independent directors, as discussed above, as well as facilitating Board meetings.
The
Lead Director’s duties include: (i) working with the Chair to set the agenda of Board meetings; (ii) chairing any in-camera sessions
of the independent directors; (iii) chairing Board meetings in the absence of the Chair; and (iv) promoting good governance and ethics
in the decision-making process of the Board.
The
Board held a total of 5 meetings and took action 8 times by unanimous consent during the year ended July 31, 2023. During the
fiscal year, each of the proposed director nominees attended 100% of the total number of meetings of the Board (held during the period
for which he or she was a director), other than Dr. Taub, who was absent from 1 Board Meeting. Board members are not required, but are
expected to make every effort, to attend the annual meeting of shareholders.
Board
Mandate
The
duties and responsibilities of the directors of the Board are to supervise the management of the business and affairs of the Company;
and to act in the best interests of the Company, as outlined in the Board Mandate attached as Schedule “I” to this proxy
statement, and which is available on our corporate website at: https://briacell.com/investor-relations/. In discharging its mandate,
the Board is responsible for the oversight and review of the development of, among other things, the following matters:
| |
● |
the
strategic direction of the Company; |
| |
|
|
| |
● |
identifying
the principal business risks of the Company and ensuring that procedures and people are in place to appropriately manage these risks; |
| |
|
|
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● |
succession
planning, including appointing, training and monitoring senior management; |
| |
|
|
| |
● |
a
communications policy for the Company to facilitate communications with investors and other interested parties; and |
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|
|
| |
● |
the
integrity of the internal controls and procedures (including adequate management information systems and the oversight of the testing
of internal controls) within the Company. |
The
Board also has the mandate to assess the effectiveness of the Board as a whole, its committees and the contribution of individual directors.
The Board discharges its responsibilities and obligations either directly or through its committees, currently consisting of the Audit
Committee, the Compensation Committee and the Governance Committee.
The
Board delegates to the Company’s officers and employees responsibility for the day-to-day management and conduct of the business
of the Company and the implementation of the strategic plan approved by the Board. The Board oversees management directly and through
its various committees, including the Audit Committee, the Compensation Committee and the Governance Committee. In addition to these
committees, the Board may appoint ad hoc committees periodically to address issues of a more short-term nature. At all times, the Board
will retain its oversight function and ultimate responsibility for matters that the Board may delegate to committees of the Board.
The
Board has adopted written terms of reference for the chairman which set out his or her key responsibilities, including duties relating
to determining the frequency, dates and locations of meetings and setting Board meeting agendas, chairing Board and Shareholder meetings
and carrying out any other or special assignments or any functions as may be requested by our Board or management, as appropriate.
The
Board has also adopted written terms of reference for each of the committee chairs which set out each of the committee chair’s
key responsibilities, including duties relating to determining the frequency, dates and locations of meetings, setting committee meeting
agendas, chairing committee meetings, reporting to our Board and carrying out any other special assignments or any functions as may be
requested by our Board.
In
addition, the Board, in conjunction with our Chief Executive Officer, will develop and implement a written position description for the
role of our Chief Executive Officer.
Orientation
and Continuing Education
We
have implemented an orientation program for new directors under which a new director meets separately with the chairman of our Board,
members of the senior executive team and the secretary.
The
Governance Committee will be responsible for coordinating orientation and continuing director development programs relating to the committee’s
mandate. The chairman of our Board will be responsible for overseeing director continuing education designed to maintain or enhance the
skills and abilities of our directors and to ensure that their knowledge and understanding of our business remains current.
Director
Term Limits
Our
Board has not adopted director term limits or other automatic mechanisms of Board renewal. Rather than adopting formal term limits, mandatory
age-related retirement policies and other mechanisms of Board renewal, the Governance Committee of our Board will develop a skills and
competencies matrix for our Board as a whole and for individual directors. The Governance Committee conducts a process for the assessment
of our Board, each committee and each director regarding his or her effectiveness and contribution, and reports evaluation results to
our Board on a regular basis.
Policies
Regarding the Representation of Women on the Board and in Executive Officer Positions
Decisions
of the Board with respect to the nomination or appointment of new directors are merit-based, with a focus on what expertise, differing
perspectives and skills the Board as a whole requires in order to be effective. These decisions may include consideration of, among other
things, a candidate’s leadership capabilities, maturity of judgment, talent, experience and capacity for strategic/innovative thinking.
Similar factors are considered when identifying candidates for the Company’s senior management team.
At
the same time, the Company understands that diversity can enhance the effectiveness of the Board and management by bringing a range of
perspectives, viewpoints, backgrounds, skills and experience to the Company’s decision-making and oversight process, and helping
foster an inclusive workplace. As such, the Company is committed to increasing the diversity of the Board and senior management team
over time.
The
Company believes that true diversity is represented by the inclusion and utilization of differences in skills, expertise and industry
experience. This may be reflected through the appointment of individuals of varying ages and genders, visible minorities, Aboriginal
persons, persons with disabilities, and people having other distinctions. The Company’s Diversity Policy codifies the Company’s
desire to consider and appropriately balance various aspects of experience and diversity in determining the optimum composition of the
Board and senior management team.
The
Governance Committee is responsible for recommending qualified persons for nomination or appointment to the Board. In connection with
the identification of qualified and diverse individuals to serve on the Board and in senior management roles, the Governance Committee
will, among other things:
| |
(a) |
develop
recruitment protocols that seek to include diverse candidates in any director and senior management search and give due consideration
to the benefits of diversity; |
| |
|
|
| |
(b) |
in
order to support specific objectives with respect to diversity related to gender, visible minorities, Aboriginal persons and persons
with disabilities (collectively, the “Designated Groups”), consider the level of representation of such groups
on the Board and in senior management roles, and strive to include candidates from one or more of those groups on the short list
of candidates to be considered when conducting any search; and |
| |
|
|
| |
(c) |
as
part of the annual performance evaluation of the Board, consider the balance of skills, expertise, industry experience, independence
and diversity representation of the Board, including with respect to age, Designated Group identity, and other factors relevant to
the Board’s effectiveness. |
While
the Company is committed to ensuring that Designated Groups are taken into account when considering Board and senior management appointments,
and the Board intends on including at least one female member at all times, given the Company’s early stage of development and
limited operating budget, as well as the small size of its Board and senior management team, the Board does not believe that it is in
the best interest of the Company to set other fixed numerical or percentage targets for representation of Designated Groups at this time.
The
Board is committed to revisiting this position on at least an annual basis, which may result in the imposition of fixed numerical and/or
percentage targets for one or more of the Designated Groups in future years. At least annually, the Board and the Committee will review
and discuss the level of representation of Designated Groups on the Board and at the senior management level. This review will include
consideration of the effectiveness of the Company’s Diversity Policy in increasing such representation as new members join the
Board and/or senior management team over time.
As
of the date of this proxy statement, and if all nominees are appointed, there will be two women on the Board (28.5%). None of the executive
officers is a woman.
Board
Diversity
The
Board believes that directors who provide a significant breadth of experience, knowledge and abilities in areas relevant to the Company’s
business, while also representing diversity in race, ethnicity and gender, contribute to a well-balanced and effective Board.
As
required by the Nasdaq Rules that were approved by the SEC in August 2021, the Company is providing information about the gender and
demographic diversity of its directors in the format required by Nasdaq Rules. The information in the matrix below is based solely on
information provided by our directors about their gender and demographic self-identification. Directors who did not answer or indicated
that they preferred not to answer a question are shown under “did not disclose demographic background” or “did not
disclose gender” below.
| Board Diversity Matrix (As of December 27, 2023) |
| Total Number of Directors | |
| 7 | |
| Part I: Gender Identity | |
| | |
| | |
Female | | |
Male | | |
Non-Binary | | |
Did Not Disclose Gender | |
| Directors | |
| 2 | | |
| 5 | | |
| — | | |
| — | |
| Part II: Demographic Background | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| African American or Black | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Alaskan Native or American Indian | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Asian | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Hispanic or Latinx | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Native Hawaiian or Pacific Islander | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| White | |
| 2 | | |
| 5 | | |
| 0 | | |
| 0 | |
| Two or More Races or Ethnicities | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| LGBTQ+ | |
| 0 | | |
| | | |
| | | |
| | |
| Did Not Disclose Demographic Background | |
| 0 | | |
| | | |
| | | |
| | |
Shareholder
Communications
Although
we do not have a formal policy regarding shareholder communications with the Board, Shareholders may communicate with the Board, or any
individual director, by writing to us at the address of our principal executive offices, addressing the communication to the attention
of our Chief Executive Officer, and specifying the Board or, if applicable, the individual member thereof as the intended recipient of
the communication. Our Corporate Secretary will forward the directors all communications that, in judgment, are appropriate for consideration
by the directors. Examples of communications that would not be appropriate for consideration by the directors include commercial solicitations
and matters not relevant to the Shareholders, to the functioning of the Board or to the affairs of the Company. Any correspondence received
that is addressed generically to the Board will be forwarded to the Chairman of the Board.
Board
Committees
The
Board has three standing committees: (1) the Audit Committee, (2) the Governance Committee, and (3) the Compensation Committee. The charters
for our committees set forth the scope of the responsibilities of that committee.
The
Governance Committee is responsible for overseeing and assessing the functioning of the Board and the committees thereof. The Governance
Committee may develop and recommend to the Board a process for assessing the effectiveness of the Board, its committees, and the contribution
of its individual directors, and to oversee the execution of any assessment process approved by the Board.
The
charters for our committees were adopted by the Board in May 2022, and were revised most recently in May, 2023.
| Member |
|
Independent |
|
Audit
Committee |
|
Governance
Committee |
|
Compensation
Committee |
| Dr.
Jane Gross |
|
✔ |
|
✔ |
|
|
|
|
| Mr.
Marc Lustig |
|
|
|
|
|
✔ |
|
|
| Mr.
Jamieson Bondarenko |
|
|
|
|
|
|
|
|
| Dr.
William V. Williams |
|
|
|
|
|
|
|
|
| Dr.
Rebecca Taub |
|
✔ |
|
|
|
✔ |
|
|
| Dr.
Vaughn C. Embro-Pantalony |
|
✔ |
|
✔ |
|
✔ |
|
✔ |
| Mr.
Martin Schmieg |
|
✔ |
|
✔ |
|
|
|
✔ |
Audit
Committee
Under
National Instrument 52-110 – Audit Committees (“NI 52-110”), the Company is required to provide disclosure with respect
to its Audit Committee, including the text of the Audit Committee’s Charter, composition of the Audit Committee, and the fees paid
to the external auditor. The Board adopted an Audit Committee Charter on November 25, 2014. The Company provides the following disclosure
with respect to its Audit Committee.
The
Audit Committee of the Board assists the Company’s Board in fulfilling its oversight responsibilities relating to financial accounting
and reporting process and internal controls for the Company and ensuring the adequacy and effectiveness of the Company’s risk management
programs. Among other responsibilities, the Audit Committee reviews the financial reports and other financial information provided by
the Company to regulatory authorities and its Shareholders, and also reviews the Company’s system of internal controls regarding
finance and accounting, including auditing, accounting and financial reporting processes.
Audit
Committee Charter
The
text of the Company’s Audit Committee Charter is available on the Company’s website at https://briacell.com/corporate/corporate-governance.
Composition
of the Audit Committee
As
of the date of this proxy statement, the Audit Committee of the Board is comprised of three (3) members. The following are the members
of the Audit Committee:
| Name |
|
Whether
Independent(1) |
|
Whether
Financially Literate(2) |
| Dr.
Vaughn C. Embro-Pantalony(3) |
|
Independent |
|
Financially
Literate |
| Dr.
Jane Gross |
|
Independent |
|
Financially
Literate |
| Mr.
Martin Schmieg |
|
Independent |
|
Financially
Literate |
Notes:
| (1) |
A
member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which
could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment. |
| |
|
| (2) |
An
individual is financially literate if he or she has the ability to read and understand a set of financial statements that present
a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably
be expected to be raised by the Company’s financial statements. |
| |
|
| (3) |
Chair
of the Audit Committee. |
The
Audit Committee held 4 meetings in the year ended July 31, 2023. During 2023, each of the members of the Audit Committee attended 100%
of the total number of meetings held by the Audit Committee during the periods he or she served.
Our
Audit Committee is currently comprised of Vaughn C. Embro-Pantalony, Martin Schmieg and Jane A. Gross, and chaired by Mr. Embro-Pantalony.
Our Board has determined that each of Mr. Schmieg, Dr. Gross, and Mr. Embro-Pantalony is financially literate and meets the independence
requirements for directors, including the heightened independence standards for members of an audit committee under Rule 10A-3 under
the Exchange Act and NI 52-110. Our Board has determined that Mr. Embro-Pantalony is “financially sophisticated” within the
meaning of the Nasdaq Rules, “financially literate” within the meaning of NI 52-110, and a “financial expert”
as defined by Rule 10A-3 under the Exchange Act.
We
have adopted an Audit Committee Charter available on the Company’s website at https://briacell.com/corporate/corporate-governance
setting forth the purpose, composition, authority and responsibility of the audit committee. The primary function of the audit committee
is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial
information provided by the company to regulatory authorities and the Company’s Shareholders, the Company’s systems of internal
controls regarding finance and accounting, and the Company’s auditing, accounting and financial reporting processes. Consistent
with this function, the Committee will encourage continuous improvement of, and should foster adherence to, Company’s policies,
procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:
| |
● |
Serve
as an independent and objective party to monitor the Company’s financial reporting and internal control system and review Company’s
financial statements; |
| |
|
|
| |
● |
Review
and appraise the performance of the Company’s external auditors; and |
| |
|
|
| |
● |
Provide
an open avenue of communication among the Company’s auditors, financial and senior management and the Board. |
The
Audit Committee meets at least annually, or more frequently as circumstances dictate. As part of its job to foster open communication,
the Audit Committee meets at least annually with the external auditors.
To
fulfill its responsibilities and duties, the Audit Committee:
| |
● |
Reviews
and updates the Audit Committee’s charter annually; |
| |
|
|
| |
● |
Reviews
the Company’s financial statements, Management Discussion & Analysis, any annual and interim earnings, and press releases
before the Company publicly discloses this information and any reports or other financial information (including quarterly financial
statements) which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review
rendered by the external auditors; |
| |
|
|
| |
● |
Reviews
annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives
of the Shareholders of the Company; |
| |
|
|
| |
● |
Obtains
annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company,
consistent with Independence Standards Board Standard I; |
| |
|
|
| |
● |
Reviews
and discusses with the external auditors any disclosed relationships or services that may impact the objectivity and independence
of the external auditors; |
| |
|
|
| |
● |
Takes,
or recommends that the full Board takes, appropriate action to oversee the independence of the external auditors; |
| |
|
|
| |
● |
Recommends
to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for Shareholder approval; |
| |
|
|
| |
● |
Reviews
and approves the Company’s hiring policies regarding partners, employees and former partners and employees of the present and
former external auditors of the Company; |
| |
|
|
| |
● |
Reviews
and pre-approves all audit and audit-related services and the fees and other compensation related thereto; |
| |
|
|
| |
● |
In
consultation with the external auditors, reviews with management the integrity of the Company’s financial reporting process,
both internal and external; |
| |
● |
Considers
the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied
in its financial reporting; |
| |
|
|
| |
● |
Considers
and approves, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the
external auditors and management; |
| |
|
|
| |
● |
Reviews
significant judgments made by management in the preparation of the financial statements and the view of the external auditors as
to appropriateness of such judgments; |
| |
|
|
| |
● |
Following
completion of the annual audit, reviews separately with management and the external auditors any significant difficulties encountered
during the course of the audit, including any restrictions on the scope of work or access to required information; |
| |
|
|
| |
● |
Reviews
any significant disagreement among management and the external auditors in connection with the preparation of the financial statements; |
| |
|
|
| |
● |
Reviews
with the external auditors and management the extent to which changes and improvements in financial or accounting practices have
been implemented; |
| |
|
|
| |
● |
Reviews
any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters; |
| |
|
|
| |
● |
Reviews
certification process; and |
| |
|
|
| |
● |
Reviews
any related-party transactions. |
Relevant
Education and Experience
The
education and experience of each Audit Committee member is disclosed in the biographies of each member that can be found under “Proposal
2 – Election of Directors”.
Audit
Committee Oversight
During
the Company’s financial year ended July 31, 2023, no recommendations of the Audit Committee to nominate or compensate an external
auditor were adopted by the Board.
Reliance
on Certain Exemptions
During
the Company’s financial year ended July 31, 2023, the Company did not rely on the exemptions in Section 2.4 of NI 52-110 - De
Minimis Non-audit Services, Section 3.2 of NI 52-110 – Initial Public Offerings, Section 3.4 of NI 52-110 – Events
Outside Control of Member, Section 3.5 of NI 52-110 – Death, Disability or Resignation of Audit Committee, or an exemption
from NI 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110.
During
the Company’s financial year ended July 31, 2023, the Company also did not rely on the exemptions in Subsection 3.3(2) of NI 52-110
– Controlled Companies, Section 3.6 of NI 52-110 – Temporary Exemption for Limited and Exceptional Circumstances,
or Section 3.8 of NI 52-110 – Acquisition of Financial Literacy.
Nominating
and Corporate Governance Committee
The
Governance Committee is appointed by the Board to assist in fulfilling its corporate governance responsibilities under applicable laws.
The Governance Committee is responsible for, among other things, developing the Company’s approach to governance issues and establishing
sound corporate governance practices that are in the interests of Shareholders and that contribute to effective and efficient decision-making.
It is also responsible for considering the Board’s size each year when it considers the number of directors to recommend to the
Shareholders for election at the annual general meeting of Shareholders.
Composition
of the Nominating and Corporate Governance Committee
As
of the date of this proxy statement, the Governance Committee is comprised of three (3) members. The following are the members of the
Governance Committee:
| Name |
|
Whether
Independent(1) |
| Mr.
Marc Lustig(2) |
|
Non-independent |
| Dr.
Vaughn C. Embro-Pantalony |
|
Independent |
| Dr.
Rebecca Taub |
|
Independent |
Notes:
| (1) |
A
member of the Governance Committee is independent if he or she has no direct or indirect ‘material relationship’ with
the Company. A material relationship is a relationship which could, in the view of the Company’s Board, reasonably interfere
with the exercise of a member’s independent judgment. Any executive officer of the Company is deemed to have a material relationship
with the Company. |
| |
|
| (2) |
Chair
of the Governance Committee. |
The
Governance Committee held 1 meeting in the year ended July 31, 2023. During that year, each of the members of the Governance Committee
attended 100% of the total number of meetings held by the Governance Committee during the periods he or she served.
Nominating
and Corporate Governance Committee Charter
The
Board has adopted a written charter for the Governance Committee, which sets out the Governance Committee’s responsibilities. The
Governance Committee has been delegated responsibility for, among other things, developing the Company’s approach to governance
issues and establishing sound corporate governance practices that are in the interests of Shareholders and that contribute to effective
and efficient decision-making. It is also responsible for considering the Board’s size each year when it considers the number of
directors to recommend to the Shareholders for election at the annual general meeting of Shareholders. A copy of the Governance Committee
Charter is available on our corporate website at: https://briacell.com/investor-relations/.
Director
Identification and Evaluation Process
The
Governance Committee assumes responsibility for assessing current members and nominating new members to the Board and ensuring that all
Board members are informed of and are aware of their duties and responsibilities as directors.
When
considering the composition of the Board and evaluating potential nominees, the Governance Committee may: (i) consider what competencies
and skills the Board, as a whole, should possess; (ii) assess what competencies and skills each existing director possesses; and (iii)
recommend to the Board the necessary and desirable competencies of directors, taking into account the Company’s strategic direction
and changing circumstances and needs.
The
Governance Committee will consider all qualified director candidates identified by various sources, including members of the Board, management
and Shareholders. Candidates for directors recommended by Shareholders will be given the same consideration as those identified from
other sources. Any Shareholder who wishes to recommend a candidate for consideration by the Governance Committee as a nominee for director
should follow the procedures described in “Advance Notice Policy” under “Proposal 2 — Election of Directors”
in this proxy statement. The Governance Committee is responsible for reviewing each candidate’s biographical information, meeting
with each candidate and assessing each candidate’s independence, skills and expertise based on a number of factors. While we do
not have a formal policy on diversity, when considering the selection of director nominees, the Governance Committee considers individuals
with diverse backgrounds, viewpoints, accomplishments, cultural background and professional expertise, among other factors.
The
Governance Committee annually assesses the Board and its committees, reviewing the skills and experience of current directors and assessing
the knowledge and character of all nominees to the Board to ensure that the Board and committee members possess the required mix of qualifications,
skills and experience. The Governance Committee then discloses such information to the Board for their consideration and review in performing
periodic self-evaluations.
Compensation
Committee
The
Compensation Committee is appointed by the Board to assist in promoting a culture of integrity throughout the Company, to assist the
Board in setting director and senior executive compensation, and to develop and submit to the Board recommendations with respect to other
employee benefits as the Compensation Committee sees fit. In the performance of its duties, the Compensation Committee is guided by the
following principles:
| |
● |
offering
competitive compensation to attract, retain and motivate highly qualified executives in order for the Company to meet its goals;
and |
| |
|
|
| |
● |
acting
in the interests of the Company and the Shareholders by being fiscally responsible. |
The
Board relies on the knowledge and experience of the members of the Compensation Committee to set appropriate levels of compensation for
senior officers. Neither the Company nor the Compensation Committee currently has, or has had at any time since incorporation, any contractual
arrangement with any executive compensation consultant who has a role in determining or recommending the amount or form of senior officer
compensation.
When
determining compensation payable, the Compensation Committee considers both external and internal data. External data includes general
markets conditions and well as information regarding compensation paid to directors, CEOs and CFOs of companies of similar size and at
a similar stage of development in a similar industry. Internal data includes annual reviews of the performance of the directors, CEO
and CFO in light of the Company’s corporate objectives and considers other factors that may have impacted the Company’s success
in achieving its objectives.
Composition
of the Compensation Committee
As
of the date of this proxy statement, the Compensation Committee consisted of two (2) members. The following are the members of the Compensation
Committee:
| Name |
|
Whether
Independent(1) |
| Dr.
Vaughn C. Embro-Pantalony |
|
Independent |
| Mr.
Martin Schmieg(2) |
|
Independent |
Notes:
| (1) |
A
member of the Compensation Committee is independent if he or she has no direct or indirect ‘material relationship’ with
the Company. A material relationship is a relationship which could, in the view of the Company’s Board, reasonably interfere
with the exercise of a member’s independent judgment. Any executive officer of the Company is deemed to have a material relationship
with the Company. |
| |
|
| (2) |
Chair
of the Compensation Committee. |
The
Compensation Committee held four meetings in the year ended July 31, 2023, and took 2 actions by unanimous consent. During fiscal year
2023, each of the members of the Compensation Committee attended 100% of the total number of meetings held by the Compensation Committee
during the periods he or she served.
Compensation
Committee Charter
The
Board has adopted a written charter for the Compensation Committee, which sets out the Compensation Committee’s responsibilities.
The Compensation Committee has been delegated responsibility for, among other things, evaluating the performance of the Company’s
executive officers, determining or making recommendations to the Board with respect to the compensation of the Company’s executive
officers, making recommendations to the Board with respect to director compensation, incentive compensation plans and equity-based plans,
making recommendations to the Board with respect to the compensation policy for the employees of the Company and ensuring that the Company
is in compliance with all legal requirements with respect to compensation disclosure. A copy of the Compensation Committee Charter is
available on our corporate website at: https://briacell.com/investor-relations/.
Compensation
Committee Interlocks and Insider Participation
During
fiscal year 2023, Vaughn C. Embro-Pantalony and Martin Schmieg served as members of the Compensation Committee. None of the members of
the Compensation Committee were, during or prior to fiscal year 2023, an officer or employee of the Company or any of its subsidiaries
or had any relationship with the Company other than serving as a director and as a de minimis shareholder. In addition, none of our directors
has or had interlocking or other relationships with other boards or compensation committees or our executive officers that would require
disclosure under Item 407(e)(4) of Regulation S-K.
Board
Qualifications
The
Company believes that each of the members of the Company’s Board has the experience, qualifications, attributes and skills that
make him or her suitable to serve as a director of the Company in light of the Company’s highly regulated business, the Company’s
complex operations, and its large number of employees.
Dr.
Jane Gross’ specific qualifications, experience, skills and expertise include:
| |
● |
Previous
history on the Company’s Board |
| |
|
|
| |
● |
Extensive
business experience in various executive and board-level roles |
| |
|
|
| |
● |
Significant
research experience in the area of biotechnology |
Mr.
Marc Lustig’s specific qualifications, experience, skills and expertise include:
| |
● |
Previous
history on the Company’s Board |
| |
|
|
| |
● |
Extensive
business experience in various executive and board-level roles |
| |
|
|
| |
● |
Significant
capital markets experience |
Mr.
Jamieson Bondarenko’s specific qualifications, experience, skills and expertise include:
| |
● |
Previous
history on the Company’s Board |
| |
|
|
| |
● |
Extensive
business experience in various executive and board-level roles |
| |
|
|
| |
● |
Significant
capital markets experience |
Dr.
William V. Williams’ specific qualifications, experience, skills and expertise include:
| |
● |
Previous
history on the Company’s Board |
| |
|
|
| |
● |
Extensive
business experience in various executive and board-level roles |
| |
|
|
| |
● |
Significant
experience in the area of biopharmaceuticals |
Dr.
Rebecca Taub’s specific qualifications, experience, skills and expertise include:
| |
● |
Previous
history on the Company’s Board |
| |
|
|
| |
● |
Extensive
business experience in various executive level roles |
| |
|
|
| |
● |
Significant
research experience in the area of biopharmaceuticals |
Dr.
Vaughn C. Embro-Pantalony’s specific qualifications, experience, skills and expertise include:
| |
● |
Previous
history on the Company’s Board |
| |
|
|
| |
● |
Extensive
business experience in various executive and board-level roles |
| |
|
|
| |
● |
Significant
experience as a pharmaceutical and life sciences executive |
Mr.
Martin Schmieg’s specific qualifications, experience, skills and expertise include:
| |
● |
Previous
history on the Company’s Board |
| |
|
|
| |
● |
Extensive
experience in various executive roles |
| |
|
|
| |
● |
Significant
experience in accounting and financial management |
See
“Proposal 2 – Election of Directors—Biographical Information” for additional information regarding the
education and experience of each director.
The
Board believes these qualifications bring a broad set of complementary experience to the Board’s discharge of its responsibilities.
Conflicts
of Interest—Board Leadership Structure and Risk Oversight
Conflicts
of interest may arise as a result of the directors, officers and promoters of the Company also holding positions as directors or officers
of other companies. Some of the individuals that are directors and officers of the Company have been and will continue to be engaged
in the identification and evaluation of assets, businesses and companies on their own behalf and on behalf of other companies, and situations
may arise where the directors and officers of the Company will be in direct competition with the Company. Conflicts, if any, will be
subject to the procedures and remedies provided under the Company’s Code of Business Ethics and Conduct, as discussed below, and
applicable law.
The
Board ensures open and candid discussion among its independent directors by continuously monitoring situations where a conflict of interest
or perceived conflict of interest with respect to a director may exist. In cases where such a conflict of interest or perceived conflict
of interest is identified, it is addressed in accordance with the Business Corporations Act (British Columbia) and the Board Mandate
(as defined below). The Board may determine that it is appropriate to hold an in-camera session excluding a director with a conflict
of interest or perceived conflict of interest, or such director may consider that it is appropriate to recuse him or herself from considering
and voting with respect to the matter under consideration.
Board
Oversight of Enterprise Risk
One
of the key functions of our Board is informed oversight of our risk management process. The Board does not have a standing risk management
committee and instead administers this oversight function directly through the Board as a whole, as well as through various standing
committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for
monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial
risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern
the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory
requirements.
Board
Leadership
The
Board has no policy regarding the need to separate or combine the offices of Chair of the Board and President and Chief Executive Officer.
Instead, the Board remains free to make this determination from time to time in a manner that seems most appropriate for the Company.
The positions of Chair of the Board and Chief Executive Officer are currently held by Jamieson Bondarenko and Dr. William V. Williams,
respectively.
Code
of Business Ethics and Conduct
Our
Board has adopted a Code of Business Ethics and Conduct that is compliant with Section 406(c) of the Sarbanes-Oxley Act of 2002,
that applies to all of our directors, officers and employees. We have made the Code of Business Ethics and Conduct available on our website
at: https://briacell.com/corporate/corporate-governance/. We intend to disclose future amendments to, or waivers of, our Code of Business
Ethics and Conduct, as and to the extent required by SEC regulations, at the same location on our website identified above or in public
filings.
Our
Governance Committee will be responsible for reviewing and evaluating the code of conduct at least annually and will recommend any necessary
or appropriate changes to our Board for consideration. The Governance Committee will assist our Board with the monitoring of compliance
with the code of conduct, and will be responsible for considering any waivers therefrom (other than waivers applicable to members of
the Governance Committee, which shall be considered by the Audit Committee, or waivers applicable to our directors or executive officers,
which shall be subject to review by our Board as a whole).
EXECUTIVE
OFFICERS
The
following table provides information with respect to our executive officers as of December 27, 2023:
| Name |
|
Age |
|
Position |
| Dr.
William V. Williams |
|
69 |
|
President,
Chief Executive Officer and Director |
| Mr.
Gadi Levin |
|
52 |
|
Chief
Financial Officer and Corporate Secretary |
| Dr.
Giuseppe Del Priore |
|
62 |
|
Chief
Medical Officer |
| Dr.
Miguel A. Lopez Lago |
|
53 |
|
Chief
Scientific Officer |
Biographical
Information
The
biography of Dr. William V. Williams can be found under “Proposal 2 — Election of Directors.” The following
is biographical information for our other executive officers:
Mr.
Gadi Levin, CA, MBA, Chief Financial Officer and Secretary, was appointed Chief Financial Officer and Secretary of the Company
on February 1, 2016. Mr. Levin has also served as Chief Financial Officer and Director of Vaxil Bio Ltd since March 1, 2016, and the
Finance Director of Eco (Atlantic) Oil & Gas Ltd. since December 1, 2016. Mr. Levin has over 15 years of experience working with
public U.S., Canadian and multi-jurisdictional public companies. Previously, Mr. Levin served as Chief Financial Officer of DarioHeath
Corp from November 2013 through January 2015 and Adira Energy Ltd. from July 2010 to March 2018. Mr. Levin also served as the Vice President
of Finance and Chief Financial Officer for two Israeli investment firms specializing in private equity, hedge funds and real estate.
Mr. Levin began his CPA career in 1995 at the accounting firm Arthur Andersen, where he worked for nine years, specializing in U.S. listed
companies involved in initial public offerings. Mr. Levin has a Bachelor of Commerce degree in Accounting and Information Systems from
the University of Cape Town, South Africa, and a post graduate diploma in Accounting from the University of South Africa. He received
his Chartered Accountant designation in South Africa and has an MBA from Bar Ilan University in Israel.
Dr.
Giuseppe Del Priore, MD, MPH, Chief Medical Officer, was appointed Chief Medical Officer on February 16, 2022. Dr. Del Priore
is a seasoned healthcare executive with over 25 years of experience in research, drug development, and clinical trial management. Dr.
Del Priore’s prior work experience includes serving as a biotechnology company’s Chief Medical Officer from 2015 to 2021,
a National Director at the Cancer Treatment Centers of America from 2013 to 2018, a Committee Chair at the Society of Gynecologic Oncology
from 2014 to 2018, and faculty at Indiana University School of Medicine from 2009 to 2013, Weill Cornell Medicine from 2004 to 2010,
and New York University School of Medicine from 2004 to 2010. Dr. Del Priore completed his MPH degree in Biostatistics and Epidemiology
at the University of Illinois Chicago School of Public Health, his medical degree with Distinction at The State University of New York,
and his BA, magna cum laude, in Philosophy, at the City University of New York, with additional training at Memorial Sloan Kettering
Cancer Center, the University of Chicago, Northwestern University, and the University of Rochester. He has authored numerous publications,
was named on several patents, and was listed as one of the “Best Doctors” by the U.S. News & World Report. He regularly
appears in various media outlets as a Key Opinion Leader in oncology. We believe that Dr. Del Priore is qualified to serve as Chief Medical
Officer because of his medical and clinical trial experience.
Dr.
Miguel A. Lopez-Lago, PhD, Chief Scientific Officer, was appointed Chief Scientific Officer on May 26, 2022, a promotion from
his prior title of Senior Director, Research and Development that he held since May 2021. From 2000 until he joined the Company, Dr.
Lopez-Lago worked as a cancer scientist at Memorial Sloan Kettering Cancer Center (“MSKCC”), New York. Specifically,
he has investigated various aspects of tumor biology, including the development of targeted therapies for mesothelioma and the characterization
of the biological mechanisms underlying cancer metastasis. More recently, Dr. Lopez-Lago has been interested in the study of the tumor
immune-microenvironment and in the development of immunotherapies for thoracic cancers using chimeric antigen receptor T cell technologies.
Since 2013, Dr. Lopez-Lago has been working as Senior Research Scientist at MSKCC. Dr. Lopez-Lago received his Bachelor of Science in
Bio-Sciences and his doctorate in Molecular Biology from Santiago of Compostela University, Spain. We believe that Dr. Lopez-Lago is
qualified to serve as Chief Scientific Officer because of his scientific training, especially in
immunology and cellular therapies.
Executive
Compensation
The
purpose of this section is to describe the compensation of certain named executive officers of the Company and the directors of the Company
for the most recently completed financial year of the Company in accordance with Form 51-102F6 – Statement of Executive Compensation.
Director
and Named Executive Officer Compensation
For
the purposes of this proxy statement, a named executive officer (“Named Executive Officer” or “NEO”)
of the Company means the following individuals:
| |
(a) |
a
CEO of the Company; |
| |
|
|
| |
(b) |
a
CFO of the Company; |
| |
|
|
| |
(c) |
each
of the three most highly compensated individuals, including any of its subsidiaries, or the three most highly compensated individuals
acting in a similar capacity, other than the CEO and CFO, as at July 31, 2023, whose total compensation was, individually, more than
$150,000 for financial year ended July 31, 2023; and |
| |
|
|
| |
(d) |
each
individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company,
nor acting in a similar capacity for financial year ended July 31, 2023. |
Dr.
William V. Williams, President and CEO; Mr. Gadi Levin, CFO and Corporate Secretary; Dr. Giuseppe Del Priore, Chief Medical Officer;
and Dr. Miguel A. Lopez-Lago, Chief Scientific Officer are the NEOs of the Company.
Compensation
of Named Executive Officers
The
Company’s Compensation Committee is responsible for, among other things, evaluating the performance of the Company’s executive
officers, determining or making recommendations to the Board with respect to the compensation of the Company’s executive officers,
making recommendations to the Board with respect to director compensation, incentive compensation plans and equity-based plans, making
recommendations to the Board with respect to the compensation policy for the employees of the Company and ensuring that the Company is
in compliance with all legal requirements with respect to compensation disclosure. In performing its duties, the Compensation Committee
has the authority to engage such advisors, including executive compensation consultants, as it considers necessary. The Compensation
Committee also has the authority to delegate any of its responsibilities, along with the authority to take action in related to such
responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion.
In
considering and determining executive and director compensation, the Compensation Committee has the authority to select, retain and obtain
the advice of an independent compensation consultant as necessary to assist with the execution of its duties and responsibilities. No
executive officers are involved in the Compensation Committee’s determinations or recommendations with respect to executive and
director compensation.
Philosophy
and Objectives
The
compensation program for senior management of the Company is designed to ensure that the level and form of compensation achieves certain
objectives, including:
| |
(a) |
attracting
and retaining talented, highly-qualified executives; |
| |
|
|
| |
(b) |
motivating
the short and long term performances of executives; and |
| |
|
|
| |
(c) |
creating
a corporate environment which aligns their interests with those of the Shareholders. |
The
compensation program is designed to provide competitive levels of compensation. The Company recognizes the need to provide a total compensation
package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to
that executive’s level of responsibility. In general, the Company’s NEOs may receive compensation that is comprised of three
components: (a) a base salary; (b) bonus compensation; and (c) equity participation through the Company’s Previous Option Plan
and the new Omnibus Plan or all such forms of compensation.
The
Board and the Compensation Committee (as defined herein), as part of the annual review of executive compensation, considers the relationship
between the Company’s corporate strategy and compensation of executives, and the Company’s compensation approach, policies
and practices, to ensure that they encourage executives to consider the risks related to their decisions and actions, and that they do
not encourage unnecessary or inappropriate risk taking. The Board and the Compensation Committee believe that the current compensation
structure contains a well-balanced mix of base salary, annual bonus and long-term equity incentives. Annual bonuses have a maximum amount
and the long-term equity incentives utilize time vesting as a retention mechanism. Accordingly, the Board and the Compensation Committee
have not identified any risks arising from the Company’s compensation policies and practices that are reasonably likely to have
a material adverse effect on the Company.
Base
Salary
In
the view of the Company, paying base salaries which are competitive in the markets in which the Company operates is a first step to attracting
and retaining talented, qualified and effective executives. Competitive salary information on companies earning comparative revenues
in a similar industry is compiled from a variety of sources, including surveys conducted by independent consultants and national and
international publications.
Bonus
Compensation
The
Company’s primary objective is to achieve certain strategic objectives and milestones. The Company may approve executive bonus
compensation dependent upon the Company meeting those strategic objectives and milestones and sufficient cash resources being available
for the granting of bonuses. Bonuses paid to the NEOs are allocated on an individual basis. Bonuses are paid to reward work done above
the base level of expectations set by the base salary, wages or contractor payments. Bonuses paid to any of the NEOs during the most
recently completed financial year are outlined in the Incentive Plan Awards - Value Vested or Earned During the Year table, below.
See also Summary Compensation Table for 2023, below.
Compensation
Objectives and Principles
The
Company’s executive compensation program includes the Company’s Previous Option Plan and the Omnibus Plan. The primary goal
of the Company’s executive compensation program is to encourage share ownership and entrepreneurship on the part of the senior
management and other employees. The Compensation Committee believes that the executive compensation program aligns the interests of the
NEOs with Shareholders by linking a component of executive compensation to the longer term performance of the Company’s Common
Shares. Equity participation is accomplished through the executive compensation program. Awards are granted to senior executives taking
into account a number of factors, including the amount and term of awards previously granted, base salary and bonuses and competitive
factors. Options are generally granted to senior executives which vest immediately. All of the NEOs are entitled to participate in the
executive compensation program.
In
monitoring or adjusting award allotments under the executive compensation program, the Compensation Committee takes into account the
level of compensation granted for similar levels of responsibility and considers each NEO or employee based on reports received from
management, its own observations on individual performance (where possible) and its assessment of individual contribution to Shareholder
value, previous award grants and the objectives set for the NEOs. The scale of awards will generally be commensurate to the appropriate
level of base compensation for each level of responsibility.
In
addition to determining the number and type of awards to be granted pursuant to the methodology outlined above, the Compensation Committee
also makes the following determinations:
| |
● |
the
NEOs and others who are entitled to participate in the executive compensation program; |
| |
|
|
| |
● |
the
exercise price for each award granted, as applicable, subject to the provision that the exercise price cannot be lower than the market
price on the date of grant; |
| |
|
|
| |
● |
the
date on which each award is granted; |
| |
|
|
| |
● |
the
vesting period, if any, for each award; and |
| |
|
|
| |
● |
the
other material terms and conditions of each award grant. |
Award
grants are designed to reward the NEOs for success on a similar basis as the Shareholders of the Company, although the level of reward
provided by an Option grant is dependent upon the volatility of the stock market.
While
the Company has determined its current executive compensation program is effective at attracting and maintaining executive talent, it
evaluates its compensation practices on an ongoing basis to ensure that it is providing market-competitive compensation opportunities
for its executive team. As part of this review process, the Company expects to be guided by the philosophy and objectives outlined above,
as well as other factors which may become relevant, including the ability to attract and retain key employees and to adapt to growth
and other changes in its business and industry.
Compensation
Process
The
Company relies on its Compensation Committee, through discussion without any formal objectives, criteria or analysis, to determine the
compensation of the Company’s executive officers. Each Compensation Committee member who served during the 2023 fiscal year has
experience in the area of compensation and executive compensation, having held senior executive positions in large organizations and,
through those positions, having substantial experience in matters of executive compensation. The Compensation Committee has not established
formal criteria or goals that are tied to total compensation or any significant element of total compensation. The Board is ultimately
responsible for all forms of compensation for the Company’s executive officers. The Board is responsible for reviewing the recommendations
respecting compensation of other officers of the Company from time to time, to ensure such arrangements reflect the responsibilities
and risks associated with each position. When determining compensation, the Compensation Committee considers a range of factors, including:
(i) company performance and individual contributions against key performance indicators, and (ii) peer group benchmarking. The Compensation
Committee annually reviews the applicability of the compensation peer group and adjusts the peer group, as necessary, to ensure it remains
relevant and comparable with the ever-evolving size and scope of the Company’s operations. The Compensation Committee has unrestricted
access to the Company’s personnel and documents and is provided with the resources necessary, including, as required, the engagement
and compensation of outside advisors, to carry out its responsibilities.
Risks
Relating to the Company’s Compensation Program
The
Compensation Committee assesses whether the Company’s compensation program supports the Company’s principles and objectives
and reviews the Company’s compensation policies on a regular basis. As part of this process, the Compensation Committee considers
the implications of the risks associated with the Company’s compensation policies and practices, including the various components
of the Company’s compensation program. The Compensation Committee also considers the implication of the risks associated with the
Company’s compensation program, including: (i) the risk of executive officers taking inappropriate or excessive risks; (ii) the
risk of inappropriate focus on achieving short-term goals at the expense of long-term return to Shareholders; (iii) the risk of encouraging
aggressive accounting practices; and (iv) the risk of excessive focus on financial returns and operational goals at the expense of regulatory,
environmental and health and safety considerations.
While
the Company recognizes that no compensation program can fully mitigate these risks, the Compensation Committee and Board believe that
many of these risks are mitigated by: (i) ensuring incentives tied to share ownership and vesting are weighted to span a number of years;
(ii) avoiding narrowly focused performance goals which may encourage loss of focus on providing long-term Shareholder return; (iii) retaining
adequate discretion over the application and implementation of the compensation program to insure that the Compensation Committee and
Board retain their business judgment in assessing actual performance; (iv) awarding a significant portion of long-term incentive compensation
in the form of security-based awards, which provide a direct link between corporate performance and the level of payout received; and
(v) imposing restrictions on the ability of executives to participate in transactions that are designed to hedge or offset a decrease
in market value of securities of the Company.
Incentive
Plan Design
The
ability of the Compensation Committee to consider factors such as personal contributions to corporate performance and non-financial based
elements of corporate performance allows the Compensation Committee to consider whether executive officers have attempted to bolster
short-term results at the expense of the long-term success of the Company in determining executive compensation. The incentive programs
consist of a balance between annual focus through the bonus program and long-term focus through the executive compensation program. In
addition, as the incentive program consists of fixed (i.e., base salary) and variable (i.e., performance-based bonuses and executive
compensation plan Awards) elements, the incentive for short-term risk taking is balanced with the incentive to focus on generating long-term
sustainable value for Shareholders and other key stakeholders. There are no compensation policies and practices that are structured significantly
different for any NEOs. The Compensation Committee and Board will continue to monitor compensation risk assessment practices on an ongoing
basis to ensure that the Company’s compensation program is appropriately structured.
This
Oversight and Description of Director and NEO Compensation was completed by the Company’s Compensation Committee.
Burn
Rate
The
following table provides information concerning the burn rate for the Previous Option Plan and the Omnibus Plan (collectively, the “Plans”)
for the fiscal years ended July 31, 2023, July 31, 2022 and July 31, 2021. The annual burn rate is expressed as a percentage obtained
by dividing the number of Options granted under the Plans during the applicable fiscal year by the weighted average number of Common
Shares outstanding for the applicable fiscal year.
| | |
Number of
Options
Granted under
the Plans | | |
Weighted
Average
Number of
Common
Shares | | |
Burn Rate for
the Plans | |
| Fiscal year ended July 31, 2023 | |
| 641,100 | | |
| 15,619,676 | | |
| 4.10 | % |
| Fiscal year ended July 31, 2022 | |
| 818,300 | | |
| 15,494,091 | | |
| 5.28 | % |
| Fiscal year ended July 31, 2021 | |
| 672,000 | | |
| 4,519,579 | | |
| 1.49 | % |
The
Previous Option Plan
The
Previous Option Plan was originally adopted by the Shareholders at the Company’s annual general and special meeting on November
25, 2014. It has since been superseded by the Omnibus Plan, which was adopted by the Shareholders at the Company’s annual general
and special meeting on February 9, 2023. The awards granted under the Previous Option Plan remain outstanding and are still governed
by the terms of the Previous Option Plan, and no additional grants will be made under the Previous Option Plan.
The
following information is intended as a brief description of the Previous Option Plan and is qualified in its entirety by the full text
of the Previous Option Plan, a copy of which can be found under the Corporation’s SEDAR+ profile at www.sedarplus.ca.
Summary
of Previous Option Plan Terms
| |
● |
The
term of any Options granted under the Previous Option Plan were fixed by the Board at the time such Options were granted, provided
that Options were not permitted to exceed a term of five years (or ten years in certain circumstances). |
| |
|
|
| |
● |
The
exercise price of any Options granted under the Previous Option Plan was be determined by the Board, in its sole discretion, but
could not be less than the closing price of the Company’s Common Shares on the day preceding the day on which the directors
granted such Options, less any discount permitted by the TSX. |
| |
|
|
| |
● |
No
vesting requirements applied to Options granted thereunder, however, a four month hold period may apply to Common Shares issued under
each Option, commencing from the date of grant. |
| |
|
|
| |
● |
All
Options are non-transferable. |
| |
● |
Options
will be adjusted and/or reclassified (as applicable) in the event of any consolidation, subdivision, conversion or exchange of the
Company’s Common Shares. |
| |
|
|
| |
● |
No
more than 5% of the issued Common Shares were granted to any one individual in any 12 month period. |
| |
|
|
| |
● |
No
more than 2% of the issued Common Shares were granted to a consultant, or any employee performing investor relations activities,
in any 12 month period. |
| |
|
|
| |
● |
Disinterested
Shareholder approval must be obtained if: |
| |
(i) |
an
Option plan, together with all of the Company’s previously established and outstanding Option plans or grants, could result
at any time in: |
| |
(A) |
the
number of shares reserved for issuance under Options granted to Insiders (as such term is defined in the policies of the TSX) exceeding
10% of the issued Common Shares; |
| |
(B) |
the
grant to Insiders, within a 12 month period, of a number of Options exceeding 10% of the issued Common Shares; or |
| |
(C) |
the
issuance to any one optionee, within a 12 month period, of a number of shares exceeding 5% of the issued Common Shares; or |
| |
(ii) |
the
Company is decreasing the exercise price of Options previously granted to Insiders. |
The
Omnibus Plan
The
Omnibus Plan was originally adopted by the Shareholders at the Company’s annual general and special meeting on February 9, 2023.
The
following information is intended as a brief description of the Omnibus Plan and is qualified in its entirety by the full text of the
Omnibus Plan, a copy of which can be found under the Corporation’s SEDAR+ profile at www.sedarplus.ca.
Summary
of Omnibus Plan Terms
| |
● |
The
Omnibus Plan allows for the issuance of performance share units (“PSUs”), restricted share units (“RSUs”),
and deferred share units (“DSUs”, and together with PSUs and RSUs, the “Share Units”). |
| |
|
|
| |
● |
The
Omnibus Plan is administered by the Board, which has full authority to administer this Plan, including the authority to: (i) grant
Awards to Eligible Participants (as defined below); (ii) determine the exercise price, performance period, performance vesting conditions,
vesting schedule, term, limitations, intended tax treatment, restrictions and conditions applicable to Awards; (iii) interpret, administer
and construe the Omnibus Plan; (iv) subject to the rules of the TSX, waive or amend any vesting conditions (including performance
vesting conditions) or vesting schedule; (v) establish, amend and rescind any rules and regulations relating to the Omnibus Plan;
and (vi) make any other determinations that the Board deems necessary or desirable for the administration of the Omnibus Plan; subject
to compliance with regulatory requirements. |
| |
● |
Any
employee, director or consultant of the Company or any of its affiliates (collectively, “Eligible Participants”)
is eligible to participate in the Omnibus Plan. |
| |
|
|
| |
● |
The
maximum number of Common Shares reserved for issuance under the Omnibus Plan (together with all equity compensation plans) shall
not exceed 15% of the Company’s issued and outstanding Common Shares from time to time on a non-diluted basis, of which the
maximum number of Common Shares reserved for issuance under the Omnibus Plan pursuant to (i) Incentive Stock Options (as defined
in the Omnibus Plan) is subject to a sublimit of 2,397,258, and (ii) Share Units is subject to a sublimit of 5% of the issued and
outstanding Common Shares as calculated from time to time, on a non-diluted basis. As of the date of this Proxy Statement, the number
of Common Shares representing 15% of the current issued and outstanding Common Shares is 2,397,258. |
| |
|
|
| |
● |
The
maximum number of Common Shares: (a) issuable to insiders at any time; and (b) issued to insiders within any one year period, under
the Omnibus Plan, or when combined with all of the Company’s other share compensation arrangements, cannot exceed 10% of the
Company’s issued and outstanding securities. |
| |
|
|
| |
● |
The
aggregate value of all Awards granted to any one director who is neither a consultant nor an employee in any one year period under
all security-based compensation arrangements of the Company may not exceed $150,000 (with no more than $100,000 attributable to Options)
based on the grant date fair value of the Awards, other than (i) Awards granted in lieu of cash fees payable for serving as a director,
or (ii) one-time initial grants of Awards made to a new non-employee Director upon joining the Board. |
| |
|
|
| |
● |
An
Option issued under the Omnibus Plan entitles a holder thereof to purchase a prescribed number of Common Shares from treasury at
an exercise price set at the time of the grant. The Board will establish the exercise price at the time each Option is granted, which
exercise price must in all cases be the greater of: (i) the Fair Market Value of the Common Shares on the date of grant; and (ii)
the closing price of the Common Shares on the TSX on the date of grant. |
| |
|
|
| |
● |
Subject
to the vesting and other conditions and provisions in the Omnibus Plan and in the applicable Award Agreement, each Share Unit issued
under the Omnibus Plan entitles the holder thereof to receive, on settlement, to the number of Common Shares that is equal to the
number of vested Share Units held by the Eligible Participant as at the vesting date (rounded down to the nearest whole number),
as fully paid and non-assessable Common Shares (net of Common Shares withheld to satisfy any applicable withholding taxes). Restrictions
and conditions on vesting of the Share Units, may, without limitation, be based on the passage of time during continued employment
or other service relationship (typically in respect of an RSU) the achievement of specified performance criteria (typically in respect
of a PSU), or both. |
| |
|
|
| |
● |
When
regular dividends (other than stock dividends) are paid on Common Shares, additional Share Units (“Dividend Share Units”)
shall be credited to a Participant’s Share Unit Account as at the dividend payment date. The number of Dividend Share Units
to be credited to the Participant’s Share Unit Account shall be determined by multiplying the aggregate number of Share Units
held by the Participant on the relevant record date by the amount of the dividend paid by the Company on each Common Share, and dividing
the result by the Fair Market Value on the dividend payment date, which Dividend Share Units shall be in the form of either RSUs,
PSUs, or DSUs as applicable. |
| |
|
|
| |
● |
If
an Option expires during, or within ten days after, a routine or special trading blackout period imposed by the Company to restrict
trades in the Company’s securities, then, subject to certain exceptions, the Option shall expire ten business days after the
expiration of the blackout period. |
| |
|
|
| |
● |
While
the Omnibus Plan does not stipulate a specific term for Awards granted thereunder, (a) the expiry date of an Option may not be more
than 10 years from its date of grant, and (b) the settlement date of a DSU may not be later than December 31 of the third year from
its date of grant, except, in each case, where an expiry date would have fallen within a blackout period of the Company. All Awards
must vest and settle in accordance with the provisions of the Omnibus Plan and any applicable Award Agreement, which Award Agreement
may include an expiry date for a specific Award. |
Insider
Trading and Reporting Policy
All
of the Company’s executives, other employees and directors are subject to the Company’s Insider Trading and Reporting Policy,
which prohibits trading in the Company’s securities while in possession of material undisclosed information about the Company.
Under this policy, such individuals are also prohibited from entering into hedging transactions involving securities of the Company,
such as short sales, puts and calls. Furthermore, the Company permits executives, including the NEOs, to trade in the Company’s
securities only during prescribed trading windows. Notwithstanding these prohibitions, the Company’s directors, officers and employees
are able to sell a security which such person does not own if such person owns another security convertible into the security sold or
an Option or right to acquire the security sold and, within 10 days after the sale, such person: (i) exercises the conversion privilege,
Option or right and delivers the security so associated to the purchaser; or (ii) transfers the convertible security, Option or right,
if transferable, to the purchaser.
Performance
Graph
The
following performance graph compares the total cumulative return to a Shareholder who invested $100 in Shares on January 1, 2019, assuming
reinvestment of dividends, with the cumulative total return on the S&P/TSX Venture Composite Index for each year following:
The
Company’s executive compensation is affected by, but not directly based on, the Common Share price performance, and therefore NEOs’
compensation may not directly compare to the trend shown above.
Summary
Compensation Table for 2023
The
following table sets forth all compensation paid to or earned by the named executive officers of the Company in the last fiscal year.
| | |
| | |
| | |
| | |
| | |
Non-Equity Incentive Plan Compensation | | |
| | |
| |
| |
| Name and Principal Position | |
Year | | |
Salary | | |
Share-Based Awards(1) | | |
Option Based Awards(2) | | |
Annual Incentive Plans | | |
Long-Term Incentive Plans | |
Pension Value | | |
All Other Compensation | |
Total Compensation | |
| | |
| | |
(US$) | | |
(US$) | | |
(US$) | | |
(US$) | | |
(US$) | |
(US$) | | |
(US$) | |
(US$) | |
| Dr. William V. Williams, President and CEO | |
| 2023 | | |
| 736,555 | | |
| 123,072 | | |
| 307,137 | | |
| 48,750 | | |
Nil | |
| Nil | | |
Nil | |
| 1,215,514 | |
| | |
| 2022 | | |
| 560,992 | | |
| Nil | | |
| 100,152 | | |
| 150,000 | | |
Nil | |
| Nil | | |
Nil | |
| 811,144 | |
| Mr. Gadi Levin, CFO and Corporate Secretary | |
| 2023 | | |
| 285,715 | | |
| Nil | | |
| 86,970 | | |
| 18,750 | | |
Nil | |
| Nil | | |
Nil | |
| 391,435 | |
| | |
| 2022 | | |
| 202,091 | | |
| Nil | | |
| 9,240 | | |
| 45,000 | | |
Nil | |
| Nil | | |
Nil | |
| 256,331 | |
| Dr. Giuseppe Del Priore, Chief Medical Officer | |
| 2023 | | |
| 466,927 | | |
| Nil | | |
| 456,396 | | |
| 25,578 | | |
Nil | |
| Nil | | |
Nil | |
| 948,901 | |
| | |
| 2022 | | |
| 199,665 | | |
| Nil | | |
| 215,881 | | |
| Nil | | |
Nil | |
| Nil | | |
Nil | |
| 415,546 | |
| Dr. Miguel A. Lopez-Lago, Chief Scientific Officer | |
| 2023 | | |
| 282,247 | | |
| Nil | | |
| 69,547 | | |
| 16,650 | | |
Nil | |
| Nil | | |
Nil | |
| 368,444 | |
| | |
| 2022 | | |
| 211,616 | | |
| Nil | | |
| 22,456 | | |
| 35,000 | | |
Nil | |
| Nil | | |
Nil | |
| 269,072 | |
Notes:
| (1) |
“Option-Based
Award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share
appreciation rights and similar instruments that have option-like features. This does not represent cash paid to the director. This
figure is based on the grant date fair value of such options. The grant date fair value was determined in accordance with International
Financial Reporting Standards. This methodology was chosen in order to be consistent with the accounting fair value used by the Company
in its financial statements and since the Black-Scholes option pricing model is a commonly used methodology for valuing options which
provides an objective and reasonable estimate of fair value. The key assumptions of this valuation include current market price of
the stock, exercise price of the option, option term, risk-free interest rate, dividend yield of stock and volatility of stock return.
Calculating the value of stock options using the Black-Scholes option pricing model is very different from a simple “in-the-money”
value calculation. In fact, stock options that are well out-of-the-money can still have a significant “grant date fair value”
based on a Black-Scholes option pricing model, especially where, as in the case of the Company, the price of the share underlying
the option is highly volatile. Accordingly, caution must be exercised in comparing grant date fair value amounts with cash compensation
or an in-the-money option value calculation. |
| |
|
| (2) |
“Share-Based
Award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features,
including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares,
phantom share units, common share equivalent units and stock. |
Outstanding
Equity Awards Table for 2023 Fiscal Year-End
The
following table provides information regarding option awards held by each of our named executive officers that were outstanding as of
July 31, 2023.
| | |
Option Awards | | |
Stock Awards | |
| Name | |
Number of Securities Underlying Unexercised Options (#) Exercisable | | |
Number of Securities Underlying Unexercised Options (#) Unexercisable | | |
Option Exercise Price ($) | | |
Option Expiration Date | |
Number of shares or units of stock that have not vested (#) | | |
Market value of shares or units of stock that have not vested ($) | |
| William V. Williams, MD, FRCP | |
| 200,000 | | |
| - | | |
| 4.24 | | |
03/29/26 | |
| - | | |
| - | |
| | |
| 22,300 | | |
| - | | |
| 8.47 | | |
01/13/27 | |
| - | | |
| - | |
| | |
| 50,900 | | |
| 50,900 | | |
| 6.14 | | |
08/02/27 | |
| - | | |
| - | |
| | |
| 5,000 | | |
| 35,000 | | |
| 6.03 | | |
06/20/28 | |
| - | | |
| - | |
| | |
| 19,200 | (1) | |
| - | | |
| 0.00 | | |
08/02/27 | |
| - | | |
| - | |
| Gadi Levin, CA, MBA | |
| 75,000 | | |
| - | | |
| 4.24 | | |
03/29/26 | |
| - | | |
| - | |
| | |
| 12,500 | | |
| 7,500 | | |
| 4.71 | | |
05/20/27 | |
| - | | |
| - | |
| | |
| 10,150 | | |
| 10,150 | | |
| 6.14 | | |
08/02/27 | |
| - | | |
| - | |
| Giuseppe Del Priore, MD, MPH | |
| 112,500 | | |
| 37,500 | | |
| 7.51 | | |
02/16/27 | |
| - | | |
| - | |
| | |
| 5,000 | | |
| 5,000 | | |
| 6.14 | | |
08/02/27 | |
| - | | |
| - | |
| Miguel A. Lopez-Lago, PhD | |
| 13,125 | | |
| 1,875 | | |
| 8.47 | | |
01/13/27 | |
| - | | |
| - | |
| | |
| 5,000 | | |
| 5,000 | | |
| 6.14 | | |
08/02/27 | |
| - | | |
| - | |
| (1) |
Restricted
Share Units |
Incentive
Plan Awards - Value Vested or Earned During the Year
For
each NEO, the following table sets forth: (1) the value of Option-based awards which vested or were earned during the financial year
ended July 31, 2023; (2) the value of share-based awards which vested or were earned during the financial year ended July 31, 2023; and
(3) the value of non-equity incentive plan compensation earned during the financial year ended July 31, 2023.
| Name and Position | |
Year | | |
Option-Based Awards–Value Vested During the Year(1) | | |
Share-Based Awards – Value Vested During the Year | | |
Non-Equity Incentive Plan Compensation – Value Earned During the Year | |
| | |
| | | |
| ($) | | |
| ($) | | |
| ($) | |
Dr. William V. Williams
President and CEO | |
| 2023 | | |
| 307,137 | | |
| 123,072 | | |
| 48,750 | |
Gadi Levin
CFO and Corporate Secretary | |
| 2023 | | |
| 86,970 | | |
| Nil | | |
| 18,750 | |
Dr. Giuseppe Del Preiore
Chief Medical Officer | |
| 2023 | | |
| 456,396 | | |
| Nil | | |
| 25,578 | |
Dr. Miguel A. Lopez-Lago
Chief Scientific Officer | |
| 2023 | | |
| 69,547 | | |
| Nil | | |
| 16,650 | |
Notes:
(1)
Reflects the aggregate dollar value that would have been realized if the Options had been exercised on the vesting date, calculated based
on the difference between the market price of the underlying securities at exercise and the exercise price of the Options on the vesting
date
Pension
Plan Benefits
The
Company does not have a pension plan in place and therefore no pension plan benefit awards were made to a director or NEO during the
financial year ended July 31, 2023.
Termination
and Change of Control Benefits
The
Company has entered into executive employment agreements with each of the NEOs (the “Employment Agreements”). Each
Employment Agreement provides for the NEO’s annual base salary, vacation entitlement, and benefits.
The
following is a description of material provisions of the Employment Agreements:
Employment
Agreements
Dr.
Williams V. Williams
On
August 31, 2021, we entered into a compensation package with Dr. Williams, our Chief Executive Officer (the “2021 Compensation
Package”). Pursuant to the 2021 Compensation Package, Mr. Williams receives $550,000 annually and may earn an equity incentive
bonus compensation, which included a direct stock award of up to $125,000 based upon a performance review as of December 31, 2021 (the
“Performance Review”). In addition, the 2021 Compensation Package provided for an option award to purchase up to $250,000
of Common Shares of the Company, in connection with the Performance Review, which vests over a four year period and provides for an aggregate
cash, stock and option award of up to $950,000.
On
June 21, 2022, we entered into a compensation package with Dr. Williams (the “2022 Compensation Package”). Pursuant
to the 2022 Compensation Package, Mr. Williams receives $650,000 annually and an annual bonus of $150,000. In addition, the 2022 Compensation
Package provides for a performance stock option award of $250,000 and a total cash, bonus and option award of up to $1,050,000. On May
1, 2023, Dr. Williams’ annual salary was increased to $675,000 per annum.
Giuseppe
Del Priore
On
February 14, 2022, we entered into an employment agreement with Dr. Giuseppe Del Priore, our Chief Medical Officer (the “Del
Priore Employment Agreement”). The Del Priore Employment Agreement provides for a full-time position, $350,000 annual salary
and standard employee benefit plan participation. In addition, Mr. Del Priore was granted an option to purchase 150,000 of the Company’s
common shares. The Del Priore Employment Agreement provides that Mr. Del Priore is eligible for an annual bonus in either cash or options
to purchase common shares of the Company based on the successful completion of certain corporate milestones selected by our Chief Executive
Officer and reviewed in the sole discretion of our Board or a compensation committee. On May 1, 2023, Dr. Giuseppe Del Priore’s
annual salary was increased to $460,000 per annum.
Gadi
Levin
On
March 2, 2022, we entered into an executive employment agreement with Gadi Levin, our Chief Financial Officer (the “Levin Employment
Agreement”), effective January 1, 2022. The Levin Employment Agreement provides for a part-time position (80%), $350,000 annual
salary (“Base Salary”) and standard employee benefit plan participation. Our Board approved a annual discretionary
bonus of (i) up to 30% of Mr. Levin’s yearly salary; and (ii) $100,000 in stock options, which vest over a four year period per
calendar year. In addition, Mr. Levin was granted 20,000 options in accordance with the terms of the Company’s stock option plan.
During August 2022, Mr. Levin’s Base Salary was increased to $250,000, retroactively to January 1, 2022. On May 1, 2023, Mr. Leving’s
Base Salary was increased to $350,000 per annum.
Miguel
Lopez-Lago
On
May 26, 2022, we entered into an employment agreement with Miguel Lopez-Lago, our Chief Scientific Officer (the “Lopez-Lago
Employment Agreement”). The Lopez-Lago Employment Agreement provides for $210,000 annually for Mr. Lopez-Lago’s duties
as our Chief Scientist Officer. On May 1, 2023, Mr. Lopez-Lago’s annual salary was increased to $325,000 per annum.
The
Employment Agreements have effective dates, entitlements on a termination without just cause and change of control as follows:
| Name |
|
Effective
Date of
Employment
Agreement |
|
Termination
Without
Cause |
|
Termination
due to a
Change
of Control |
| Dr.
William V. Williams |
|
November
1, 2016 (updated as at July 1, 2021) |
|
All
amounts accrued under the agreement become due and a lump sum termination fee equal to the pro rata monthly salary times the number
of months employed divided by 2 (subject to a maximum of 12) shall become payable. |
|
N/A |
| |
|
|
|
|
|
|
| Mr.
Gadi Levin |
|
March
2, 2022 |
|
Payment
of the base salary (unless 6 months’ working notice is given), as well as the minimum amount of working notice or payment,
statutory severance, and benefit plan contributions as necessary and prescribed by applicable employment standards legislation; all
regular wages accrued and owing up to and including the termination date; all outstanding vacation pay; reimbursement of all eligible
expenses that remain owing; and any other minimum statutory entitlement owing under applicable employment standards legislation. |
|
An
amount equivalent to 18 months of the base salary to be paid as a lump-sum or via salary continuation (or a combination of both);
benefit plan contributions as necessary and prescribed by applicable employment standards legislation; all regular wages accrued
and owing up to and including the termination date; all outstanding vacation pay; reimbursement of all eligible expenses that remain
owing; and any other minimum statutory entitlement owing under applicable employment standards legislation. |
| |
|
|
|
|
|
|
| Dr.
Giuseppe Del Priore |
|
February
14, 2022 |
|
All
unpaid salary, accrued but unpaid bonus, if any and subject to the terms of any cash or other bonus plan award or Stock Option Agreement,
and vacation accrued as of the date of termination shall become payable. |
|
All
unpaid salary, accrued but unpaid bonus, if any and subject to the terms of any cash or other bonus plan award or Stock Option Agreement,
and vacation accrued as of the date of termination shall become payable. |
| |
|
|
|
|
|
|
| Dr.
Miguel A. Lopez Lago |
|
May
26, 2022 |
|
All
unpaid salary, accrued but unpaid bonus, if any and subject to the terms of any cash or other bonus plan award or Stock Option Agreement,
and vacation accrued as of the date of termination shall become payable. |
|
All
unpaid salary, accrued but unpaid bonus, if any and subject to the terms of any cash or other bonus plan award or Stock Option Agreement,
and vacation accrued as of the date of termination shall become payable. |
Options
and awards granted under the Previous Option Plan and the Omnibus Plan contain provisions allowing for the exercise, in certain circumstances,
of options following termination (other than by reason of death, disability, retirement or for cause). Under the Omnibus Plan, in the
event that any transaction resulting in a change in control occurs, the Board shall provide for the treatment of each outstanding Award
as it determines in its sole discretion, which may include, pursuant to the terms of the Omnibus Plan: (A) (i) continuation of such Awards
or (ii) conversion of such Awards into, or substitution or replacement of such Awards with, an award with respect to shares of the successor
corporation (or a parent or subsidiary thereof) with substantially equivalent terms and value as such Awards; or (B) acceleration of
the vesting and the right to exercise such Option or settle such Share Unit as of immediately, or during a specified period, prior to
such change in control, and the termination of such Option to the extent such Option is not timely exercised.
Liability
Insurance of Directors and Officers
The
Company has directors’ and officers’ liability insurance coverage for losses to the Company if the Company is required to
reimburse directors and officers, where permitted, and for direct indemnity of directors and officers where corporate reimbursement is
not permitted by law. The insurance protects the Company against liability (including costs), subject to standard policy exclusions,
which may be incurred by directors and/or officers acting in such capacity for the Company. All directors and officers are covered by
the policy and the amount of insurance applies to all directors and officers equally. The annual cost for this insurance in 2023 was
$1,144,000.
Other
Compensation
Other
than as set forth herein, the Company did not pay any other compensation to NEOs (including personal benefits and securities or properties
paid or distributed which compensation was not offered on the same terms to all full-time employees) during the financial year ended
July 31, 2023, other than benefits and perquisites which did not amount to $10,000 or greater per individual.
DIRECTOR
COMPENSATION
As
at July 31, 2023, the Company had seven (7) directors, one of whom was also an employee: Dr. William V. Williams (President and Chief
Executive Officer).
Compensation
of Directors
The
Company provides a modest cash retainer to its non-executive directors. Executive directors do not receive any cash compensation in their
capacity as directors. Dr. William V. Williams, as President and Chief Executive Officer, does not receive any additional compensation
for his services as a director. Long term incentives (such as Options) are granted from time to time, based on an existing complement
of long term incentives, corporate performance, and to be competitive with other companies of similar size and scope.
Each
member of the Company’s Board is entitled to reimbursement for reasonable travel and other expenses incurred in connection with
attending Board meetings and meetings for any committee on which he or she serves.
The
chart below outlines the Company’s current director compensation program for its non-employee Directors:
| Type of Fee | |
Role | |
Amount of Fee | |
| Board Retainer | |
Board Member | |
$ | 42,500/year | |
| Additional Retainer | |
Chair | |
$ | 175,000/year | |
| Committee Retainer | |
Audit Committee Chair | |
$ | 25,000/year | |
| | |
Compensation Committee Chair | |
$ | 20,000/year | |
| | |
Governance and Nominating Committee Chair | |
$ | 15,000/year | |
Non-Employee
Director Compensation for 2023
The
following table presents the total compensation for each person who served as a non-employee member of the Company’s Board and
received compensation for such service during the fiscal year ended July 31, 2023. Other than as set forth in the table and described
more fully below, the Company did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation
to any of the non-employee members of the Board in 2023.
| Name(1) | |
Fees Earned or Paid in Cash ($) | | |
Stock Awards ($) | | |
Option Awards(2) ($) | | |
Non-Equity Incentive Plan Compensation ($) | | |
Pension Values ($) | | |
All Other Compensation ($) | | |
Total ($) | |
| Jamieson Bondarenko, CFA, CMT | |
| 187,984 | | |
| — | | |
| 489,092 | | |
| — | | |
| — | | |
| — | | |
| 677,076 | |
| Vaughn C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC | |
| 89,414 | | |
| — | | |
| 97,818 | | |
| — | | |
| — | | |
| — | | |
| 187,232 | |
| Marc Lustig, MSC, MBA | |
| 65,625 | | |
| — | | |
| 97,818 | | |
| — | | |
| — | | |
| — | | |
| 163,443 | |
| Martin E. Schmieg | |
| 73,125 | | |
| — | | |
| 97,818 | | |
| — | | |
| — | | |
| — | | |
| 170,943 | |
| Rebecca Taub, MD | |
| 57,501 | | |
| — | | |
| 37,936 | | |
| — | | |
| — | | |
| — | | |
| 95,437 | |
| Jane A. Gross, PhD | |
| 43,749 | | |
| — | | |
| 97,818 | | |
| — | | |
| — | | |
| — | | |
| 141,567 | |
Notes:
(1)
The relevant disclosure for directors Dr. William V. Williams is provided above in the “Summary NEO Compensation Table”.
(2)
Options based awards calculated using the Black-Scholes Option Pricing Model.
Other
Compensation
Other
than as set forth herein, the Company did not pay any other compensation to non-employee Directors (including personal benefits and securities
or properties paid or distributed which compensation was not offered on the same terms to all full-time employees) during the financial
year ended July 31, 2023, other than benefits and perquisites which did not amount to $10,000 or greater per individual.
securities
authorized for issuance under equity compensation plans
The
following table summarizes the total number of outstanding awards and shares available for other future issuances of awards under all
of our equity compensation plans as of July 31, 2023. All of the outstanding awards listed below were granted under the Plans.
| Plan
Category |
|
Number
of Shares to
be
Issued Upon
Exercise
of
Outstanding
Options,
Warrants
and Rights |
|
|
Weighted-Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights |
|
|
Number
of Shares
Remaining
Available
for
Future Issuance
Under
the Equity
Compensation
Plan
(Excluding
Shares in
First
Column) |
|
| Equity
compensation plans approved by Shareholders |
|
|
10,299,702 |
|
|
$ |
5.84 |
|
|
|
265,859 |
|
| Equity
compensation plans not approved by Shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Plan
Maximum, Outstanding Securities Awarded and Remaining Securities Available for Grant
As
at December 20, 2023, there were 15,981,726 Common Shares of the Company issued and outstanding. Pursuant to the Plans, and based on
the current outstanding Common Shares of the Company, Common Shares reserved for issuance under the Plans are as follows:
| | |
Number of
Common
Shares of the Company | | |
% of Issued
and
Outstanding Common
Shares of the Company(1) | |
| Omnibus Plan | |
| | | |
| | |
| Outstanding securities awarded under the Omnibus Plan: Common Shares reserved for future issuance pursuant to issued and unexercised Awards | |
| 480,200 | | |
| 3.01 | % |
| Remaining securities available for grant under the Omnibus Plan: unissued Common Shares available for future Award grants(2) | |
| 246,659 | | |
| 1.54 | % |
| Plan Maximum: maximum number of Common Shares available for issuance | |
| 15.0 | % | |
| — | |
| Previous Option Plan | |
| | | |
| | |
| Outstanding securities awarded under the Previous Option Plan: Common Shares reserved for future issuance pursuant to issued and unexercised Awards | |
| 1,670,400 | | |
| 10.45 | % |
| Remaining securities available for grant under the Previous Option Plan: unissued Common Shares available for future Award grants(2) | |
| 0 | | |
| 0 | |
| Plan Maximum: maximum number of Common Shares available for issuance | |
| 10.0 | % | |
| — | |
Notes:
(1)
Based on 15,981,726 outstanding Common Shares of the Company.
(2)
This number is reduced by the total number of Common Shares underlying awards that have been granted under the Option Plan.
INDEBTEDNESS
OF DIRECTORS AND EXECUTIVE OFFICERS
No
current or former director or executive officer or their respective associates or affiliates, are or have been indebted to the Company
or any of its subsidiaries at any time during the last two (2) financial years of the Company and no current or former director or executive
officer or their respective associates or affiliates are or have been indebted to another entity at any time during the last two (2)
financial years of the Company or been the subject of a guarantee, support agreement, letter of credit of other similar arrangement provided
by the Company or any of its subsidiaries.
INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
As
at the date of this proxy statement, except as otherwise disclosed in the proxy statement, to the knowledge of the Board or the management
of the Company, there are no material interests, whether direct or indirect, of any informed person of the Company, any proposed director
of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement
of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially
affect the Company of any of its subsidiaries.
management
conracts
The
Company’s management functions are not, to any substantial degree, performed by a person or persons other than the directors or
executive officers of the Company.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of the Common Shares as of December 20, 2023, by:
| |
1. |
Each
of the Company’s NEOs; |
| |
2. |
Each
of the Company’s directors; |
| |
3. |
All
of the Company’s current directors and executive officers as a group; and |
| |
4. |
Each
Shareholder known by the Company to own beneficially more than 5.0% of the Common Shares. |
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Common shares that may be acquired by an individual or group within 60 days of December 20, 2023, pursuant to the exercise of options
or warrants, vesting of Common Shares, or conversion of preferred stock or convertible debt, are deemed to be outstanding for the purpose
of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person shown in the table. Percentage of ownership is based on 15,981,726 Common Shares issued
and outstanding as of December 20, 2023.
Except
as indicated in the footnotes to this table, the Company believes that the Shareholders named in this table have sole voting and investment
power with respect to all Common Shares shown to be beneficially owned by them, based on information provided to the Company by such
Shareholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o BriaCell Therapeutics Corp.,
Suite 300 – 235 15th Street, West Vancouver, British Columbia V7T 2X1.
| | |
Number of
Shares | | |
Percentage of Common
Shares | |
| Name of Beneficial Owner | |
Beneficially
Owned | | |
Beneficially
Owned | |
| Directors and Named Executive Officers | |
| | | |
| | |
| Jamieson Bondarenko, CFA, CMT(1) | |
| 669,856 | | |
| 4.19 | % |
| William V. Williams, MD, FRCP(2) | |
| 494,563 | | |
| 3.09 | % |
| Gadi Levin, CA, MBA(3) | |
| 105,498 | | |
| * | |
| Giuseppe Del Priore, MD, MPH(4) | |
| 137,500 | | |
| * | |
| Miguel A. Lopez-Lago, PhD(5) | |
| 21,250 | | |
| * | |
| Vaughn C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC(6) | |
| 94,524 | | |
| * | |
| Marc Lustig, MSC, MBA (7) | |
| 1,770,000 | | |
| 11.08 | % |
| Martin E. Schmieg(8) | |
| 85,575 | | |
| * | |
| Rebecca Taub, MD(9) | |
| 30,000 | | |
| * | |
| Jane A. Gross, PhD(10) | |
| 70,000 | | |
| * | |
| All current named executive officers and directors as a group (10 persons) | |
| 3,478,765 | | |
| 21.77 | % |
| | |
| | | |
| | |
| 5% or Greater Shareholders | |
| | | |
| | |
| Marc Lustig, MSC, MBA (7) | |
| 1,770,000 | | |
| 11.08 | % |
| * |
Represents
beneficial ownership of less than 1%. |
Notes:
| |
(1) |
Includes
150,000 options with an exercise price of $4.24, expiring on March 29, 2026, 250,000 options with an exercise price of $8.47, expiring
on January 13, 2027, 100,000 warrants to purchase common shares with an exercise price of $5.3125, expiring on February 26, 2026,
and 50,000 options with an exercise price of $6.03, expiring June 20, 2028. |
| |
(2) |
Includes
200,000 options with an exercise price of $4.24, expiring on March 29, 2026, 22,300 options with an exercise price of $8.47, expiring
on January 13, 2027, 29,802 warrants to purchase common shares with an exercise price of $5.3125, expiring on February 26, 2026,
63,625 options with an exercise price of C$8.38, expiring on August 2, 2027, 19,200 restricted share units, and 10,000 options with
an exercise price of $6.03, expiring June 20, 2028. |
| |
(3) |
Includes
75,000 options with an exercise price of $4.24, expiring on March 29, 2026, 15,000 options with an exercise price of $4.71, expiring
on May 20, 2027, and 12,688 options with an exercise price of C$8.38, expiring on August 2, 2027. |
| |
(4) |
Includes
131,250 options with an exercise price of $7.51, expiring on February 16, 2027, and 6,250 options with an exercise price of C$8.38,
expiring on August 2, 2027. |
| |
(5) |
Includes
15,000 options with an exercise price of $8.47, expiring on January 13, 2027, and 6,250 options with an exercise price of C$8.38,
expiring on August 2, 2027. |
| |
(6) |
Includes
25,000 options with an exercise price of $4.24, expiring on March 29, 2026, 50,000 options
with an exercise price of $8.47, expiring on January 13, 2027, and 10,000 options with an
exercise price of $6.03, expiring June 20, 2028.
|
| |
(7) |
Securities
held by L5 Capital Inc. Includes 100,000 options with an exercise price of $5.74, expiring on September 1, 2026, and 10,000 options
with an exercise price of $6.03, expiring on June 20, 2028. |
| |
(8) |
Includes
25,000 options with an exercise price of $4.24, expiring on March 29, 2026, 50,000 options with an exercise price of $8.47, expiring
on January 13, 2027, and 10,000 options with an exercise price of $6.03, expiring June 20, 2028. |
| |
(9) |
Includes
10,000 options with an exercise price of $4.24, expiring on March 29, 2026, 10,000 options with an exercise price of $8.47, expiring
on January 13, 2027, and 10,000 options with an exercise price of $6.03, expiring June 20, 2028. |
| |
(10) |
Includes
10,000 options with an exercise price of $7.74, expiring on November 1, 2026, 50,000 options with an exercise price of $8.47, expiring
on January 13, 2027, and 10,000 options with an exercise price of $6.03, expiring June 20, 2028. |
additional
information
Additional
information relating to the Company can be found on SEDAR+ at www.sedarplus.ca under the Company’s issuer profile. Additional financial
information is provided in the Company’s comparative financial statements and Management Discussion & Analysis for the financial
years ended July 31, 2023 and July 31, 2022. A copy of this document and other public documents of the Company are available upon request
to Suite 300 – 235 15th Street, West Vancouver, British Columbia V7T 2X1.
board
approval
The
contents and the sending of this proxy statements have been approved by the Board.
Schedule
“I”
Board
mandate
BriaCell Therapeutics (NASDAQ:BCTX)
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