aibioBriaCell closes $3.05 million best-efforts public offering of 762,500 shares at $4.00
Tickers BCTX
BriaCell sold 762,500 common shares at $4.00 each through placement agent ThinkEquity. The $3.05 million in gross proceeds is before fees and expenses, and the agent also received warrants on 38,125 shares.
Key facts
- Company
- BriaCell Therapeutics Corp. (NASDAQ: BCTX)
- News type
- Financings
- Primary source
- BriaCell Therapeutics Corp. Form 8-K filed February 5, 2025 (SEC EDGAR)
BriaCell Therapeutics Corp. (Nasdaq: BCTX) closed a best-efforts public offering on February 5, 2025, selling 762,500 common shares at $4.00 per share. The company received gross proceeds of $3.05 million, before placement agent fees and other offering expenses. It reported the offering in a Form 8-K filed February 5, 2025 under Item 1.01.
The offering
On February 3, 2025, BriaCell entered into a Placement Agency Agreement with ThinkEquity LLC, which acted as placement agent. The company agreed to issue and sell the shares directly to investors in a best-efforts offering. In that structure, the placement agent tries to find buyers but has no obligation to buy any shares itself. The agreement sets the closing for 10:00 a.m. New York City time on February 5, 2025 at the offices of Cozen O'Connor LLP, which is the placement agent's counsel.
The shares were sold under a shelf registration statement on Form S-3, File No. 333-276650, which BriaCell filed on January 22, 2024 and the SEC declared effective on January 31, 2024. A preliminary prospectus supplement and the accompanying prospectus were filed with the SEC. Bennett Jones LLP gave the Canadian legal opinion on the issuance and sale of the shares, filed as Exhibit 5.1.
BriaCell says it will use the net proceeds for working capital, general corporate purposes and the advancement of business objectives. The press release issued February 3, 2025 announced a proposed offering, and it describes BriaCell as a clinical-stage company that develops immunotherapies for cancer.
What ThinkEquity was paid
For placing the offering, the company paid ThinkEquity a cash fee of 7.5% of the aggregate gross proceeds. It also issued the agent warrants to buy 38,125 common shares. Those warrants can be exercised on issue, expire five years from the date of the agreement and carry an exercise price of $5.00 per share, which is 125% of the $4.00 offering price. The warrants were issued without registration under Section 4(a)(2) of the Securities Act.
The fee is 7.5% of the $3.05 million gross, before other offering expenses. The 8-K does not total those expenses, so the net amount BriaCell keeps is not stated.
The going concern warning
The annual report for the fiscal year ended July 31, 2024, filed October 29, 2024, lists among its risk factors that there is substantial doubt about BriaCell's ability to continue as a going concern. It also says the company has a history of losses, may not achieve profitability and is pre-revenue. The report states that its current cash and cash equivalents are expected to meet its needs for working capital and capital expenditure for the near future.
No dollar figure for the year-end cash balance appears in the annual report text, and the 8-K gives none. The offering raised $3.05 million gross, and the going concern doubt in the annual report remains.
What the filings do not say
The 8-K does not say how long the proceeds will last at the company's spending rate, or what its next financing is likely to be. The 8-K does not name the investors who bought the shares.
The offering adds 762,500 new shares, and the agent warrants cover 38,125 more. The 8-K does not give the share count before or after the sale.