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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): August 1, 2022

 

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 1.01 Entry into a Material Definitive Agreement.

 

On August 1, 2022, BriaCell Therapeutics Corp. (“Briacell”) entered into an exclusive license agreement (“License Agreement”) with the University of Maryland, Baltimore County (“UMBC”), to develop and commercialize Soluble CD80 (“sCD80”) as a biologic agent for the treatment of cancer.

 

Pursuant to the License Agreement, Briacell gained the worldwide rights to develop and commercialize sCD80 as a therapeutic agent for the treatment of cancer, while UMBC continues to hold all rights, title and interest in the inventions and the patent, except for certain rights retained by the United States government. In addition, BriaCell agreed to pay 2% royalties to UMBC upon the commercialization of sCD80 plus other development costs, including annual license maintenance fees of $15,000 per year for the fifth through seventh calendar years after entry into the License Agreement and $30,000 per year for the eighth calendar year after entry into the Agreement and each year thereafter throughout the remaining term.

 

Item 9.01 Financial Statements and Exhibits

 

EXHIBIT INDEX

 

Exhibit   Description
10.1   Exclusive License Agreement
99.1   Press Release issued August 4, 2022
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
August 4, 2022

William V. Williams

President and Chief Executive Officer