Core Viewpoint - BriaCell Therapeutics Corp. and its subsidiary BriaPro Therapeutics Corp. have entered into a definitive purchase agreement for BriaPro to acquire BriaCell's exclusive license for the development and commercialization of Soluble CD80 (sCD80) as a biologic agent for cancer treatment [1][3]. Background - BriaCell secured the exclusive license for sCD80 from the University of Maryland, Baltimore County (UMBC) on August 2, 2022, which is based on technology developed by Dr. Suzanne Ostrand-Rosenberg [2]. - sCD80 has shown promise in animal models by halting tumor growth and potentially restoring anti-tumor immunity, with reported strong anti-tumor activity across multiple tumor types [2]. Transaction Details - BriaPro will gain worldwide rights to develop and commercialize sCD80, while UMBC retains certain rights, including a 2% royalty on commercialization and other development costs [3]. - BriaCell will provide up to $3 million to BriaPro for research and development, with fund usage subject to BriaCell's approval [4]. - As part of the transaction, BriaPro will issue 23,972,589 Common Shares to BriaCell, valued at approximately C$1.18 million, increasing BriaCell's ownership in BriaPro to about 78% post-transaction [5]. Shareholder Approval - The Purchase Agreement requires approval from a simple majority of disinterested shareholders of BriaPro, excluding votes from BriaCell due to its 10% stake [6]. - BriaPro plans to comply with formal valuation requirements under Multilateral Instrument 61-101, intending to obtain an independent third-party valuation to confirm fair market value [7][8]. Company Statements - The President and CEO of BriaCell and BriaPro emphasized the mission to develop effective cancer treatments, highlighting the potential of sCD80 as a transformational anti-cancer agent [9].

Core Viewpoint - BriaCell Therapeutics Corp. and its subsidiary BriaPro Therapeutics Corp. have entered into a definitive purchase agreement for BriaPro to acquire BriaCell's exclusive license for the development and commercialization of Soluble CD80 (sCD80) as a biologic agent for cancer treatment, which is expected to enhance cancer care through novel immunotherapies [1][3][9] Group 1: Transaction Details - BriaPro will gain worldwide rights to develop and commercialize sCD80, while the University of Maryland, Baltimore County (UMBC) retains rights to the inventions and patents, with BriaPro obligated to pay 2% royalties upon commercialization [3] - BriaCell will provide up to $3 million to BriaPro for research and development, with fund usage subject to BriaCell's approval [4] - As part of the transaction, BriaPro will issue 23,972,589 Common Shares to BriaCell, valued at approximately C$1.18 million, increasing BriaCell's ownership in BriaPro to about 78% post-transaction [5] Group 2: Approval and Valuation - The transaction requires approval from a simple majority of BriaPro's shareholders, excluding votes from BriaCell due to its 10% stake [6] - BriaPro plans to obtain a third-party valuation to ensure the transaction occurs at fair market value, despite a formal valuation not being legally required [8] Group 3: Background on sCD80 - The technology for sCD80 was developed by Dr. Suzanne Ostrand-Rosenberg and has shown promise in animal models by halting tumor growth and potentially restoring anti-tumor immunity [2] - Studies indicate that sCD80 may enhance the immune system's ability to recognize and destroy tumor cells, demonstrating strong anti-tumor activity across multiple tumor types [2]