BriaCell Therapeutics Corp. and its majority‑owned subsidiary BriaPro Therapeutics Corp. entered into a definitive purchase agreement to transfer BriaCell’s worldwide rights to the soluble CD80 (sCD80) biologic. Under the deal, BriaPro will acquire the exclusive license to develop and commercialize sCD80, while BriaCell will provide a credit facility of up to $3 million to support BriaPro’s pre‑clinical development. The agreement also includes a 2 % royalty to the University of Maryland, Baltimore County (UMBC) upon commercialization, with UMBC retaining all other rights to the underlying patents.
BriaPro will issue 23,972,589 common shares to BriaCell, a transaction valued at approximately C$1.18 million. The share issuance increases BriaCell’s ownership of BriaPro to roughly 78 %. The sCD80 asset, originally licensed by BriaCell from UMBC on August 2, 2022, has shown promise in animal models by restoring anti‑tumor immunity and is positioned as a potential standalone therapeutic in the oncology pipeline.
The transaction is expected to close on or around March 12, 2026, contingent on shareholder approval and a third‑party valuation. Regulatory considerations include minority‑shareholder protection under Multilateral Instrument 61‑101, with BriaCell’s vote excluded due to its interest in the transaction. The deal structure allows BriaPro to pursue sCD80 independently while providing BriaCell with capital and a new revenue stream.
BriaCell’s broader strategy focuses on leveraging intellectual property to generate capital and accelerate pipeline progress. The company’s pipeline includes the Phase 3 lead candidate Bria‑IMT and personalized off‑the‑shelf immunotherapies (Bria‑OTS and Bria‑OTS+). By monetizing the sCD80 license, BriaCell can fund further development while BriaPro gains a high‑potential biologic to advance through pre‑clinical studies.
The agreement positions both companies for future growth: BriaCell gains immediate capital and a new asset to diversify its portfolio, while BriaPro acquires a promising immuno‑oncology candidate and the financial resources to bring it to market.
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