BCTXW BriaCell Therapeutics Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 24, 2025

 

BRIACELL THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

 

British Columbia		47-1099599
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Suite 300 - 235 15th Street West Vancouver, BC V7T 2X1		V7T 2X1
(Address of principal executive offices)		(Zip Code)

 

(604) 921-1810

(Registrant’s telephone number, including area code)

 

Commission File No. 001-40101

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered under Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value		BCTX		The Nasdaq Stock Market LLC
Warrants to purchase common shares, no par value		BCTXW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01 Other Events.

 

On January 27, 2025, BriaCell Therapeutics Corp. (the “Company”) issued a press release announcing the consolidation (the “Consolidation”) of the issued and outstanding common shares (the “Common Shares”) of the Company on the basis of one (1) post-Consolidation Common Share for every fifteen (15) pre-Consolidation Common Shares became effective under the corporate law of British Columbia, Canada on January 24, 2025. The post-Consolidation Common Shares will commence trading on the Toronto Stock Exchange and The Nasdaq Capital Market at market open on January 29, 2025, under new CUSIP number 107930208.

 

The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01 Condensed interim financial statements and Exhibits

 

EXHIBIT INDEX

 

Exhibit No.
99.1		Press Release dated January 27, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	BRIACELL THERAPEUTICS CORP.
	/s/ William V. Williams
January 28, 2025	William V. Williams
	President and Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

 

BriaCell Announces Completion of 15:1 Share Consolidation

 

PHILADELPHIA and VANCOUVER, British Columbia, January 27, 2025 (GLOBE NEWSWIRE) - BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT) (“BriaCell” or the “Company”), a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care announces that on January 24, 2025 (the “Effective Date”), the Company completed a share consolidation (the “Consolidation”) of the Company’s issued and outstanding common shares (the “Common Shares”) on the basis of one (1) post-Consolidation Common Share for every fifteen (15) pre-Consolidation Common Shares. The Consolidation is being implemented to ensure that the Company continues to comply with the listing requirements of The Nasdaq Capital Market (the “Nasdaq”).

 

The post-Consolidation Common Shares are expected to commence trading on the Toronto Stock Exchange (“TSX”) and the Nasdaq at market open on January 29, 2025. The post-Consolidation Common Shares will continue to trade on the TSX under the symbol “BCT” and on the Nasdaq under the symbol “BCTX”, under a new CUSIP number: 107930208.

 

As a result of the Consolidation, the 44,204,061 Common Shares of the Company that were issued and outstanding prior to the Effective Date have been reduced to 2,946,940 Common Shares.

 

As stated in the Company’s press release announcing the Consolidation dated January 3, 2025, no fractional Common Shares have been issued in connection with the Consolidation. However, the Company clarifies that each fractional Common Share remaining after the Consolidation that was less than one-half of a Common Share has been cancelled and each fractional Common Share that was at least one-half of a Common Share has been changed to one whole Common Share. The exercise or conversion price and the number of Common Shares issuable under any of the Company’s outstanding convertible securities has been proportionately adjusted in connection with the Consolidation.

 

The post-consolidated Common Shares are delivered by the Company’s transfer agent to shareholders holding book shares / DRS Advice positions and their pre-consolidated shares become null and void automatically. Shareholders holding physical share certificates are required to deposit a completed Letter of Transmittal and the physical share certificates for cancellation to receive post-consolidated shares. Letters of Transmittal were mailed by the Company’s transfer agent on the Effective Date. Registered shareholders may also obtain a copy of the Letter of Transmittal by accessing the Company’s SEDAR+ profile at www.sedarplus.ca. Shareholders who hold their Common Shares through intermediaries (e.g., a broker, bank, trust company investment dealer or other financial institution) and who have questions about the Consolidation should contact their intermediaries.

 

About BriaCell Therapeutics Corp.

 

BriaCell is a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care. More information is available at https://briacell.com/.

 

 

Safe Harbor

 

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on BriaCell’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Further, certain forward-looking statements, such as statements regarding the expectation that the Company’s post-Consolidation Common Shares will commence trading on the TSX and the Nasdaq at market open on January 29, 2025, are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully under the heading “Risks and Uncertainties” in the Company’s most recent Management’s Discussion and Analysis, under the heading “Risk Factors” in the Company’s most recent Annual Information Form, and under “Risks and Uncertainties” in the Company’s other filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, all of which are available under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Forward-looking statements contained in this announcement are made as of this date, and BriaCell Therapeutics Corp. undertakes no duty to update such information except as required under applicable law.

 

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

Contact Information

 

Company Contact:
William V. Williams, MD

President & CEO
1-888-485-6340
info@briacell.com

 

Media Relations:
Jules Abraham
CORE IR
julesa@coreir.com

 

Investor Relations Contact:
CORE IR
investors@briacell.com

 

 

v3.24.4

Cover	Jan. 24, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 24, 2025
Entity File Number	001-40101
Entity Registrant Name	BRIACELL THERAPEUTICS CORP
Entity Central Index Key	0001610820
Entity Tax Identification Number	47-1099599
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	Suite 300 - 235 15th Street
Entity Address, City or Town	West Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V7T 2X1
City Area Code	(604)
Local Phone Number	921-1810
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Shares, no par value
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	BCTX
Security Exchange Name	NASDAQ
Warrants to purchase common shares, no par value
Title of 12(b) Security	Warrants to purchase common shares, no par value
Trading Symbol	BCTXW
Security Exchange Name	NASDAQ

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