BriaCell Therapeutics Corp. (Nasdaq: BCTX; TSX: BCT), a clinical-stage immunotherapy company headquartered in West Vancouver, British Columbia, announced a definitive asset purchase agreement with its majority-owned subsidiary BriaPro Therapeutics Corp., under which BriaPro will acquire BriaCell’s exclusive worldwide license to develop and commercialize soluble CD80 (sCD80) as a biologic agent for the treatment of cancer. BriaCell originally secured the sCD80 license from the University of Maryland, Baltimore County (UMBC) in August, 2022. The BriaCell-BriaPro agreement covers global rights and transfers all associated intellectual property assets to BriaPro, a pre-clinical stage immunotherapy company based in the United States.
Under the terms of the BriaPro asset purchase agreement, BriaPro will issue 23,972,589 common shares to BriaCell at an aggregate value of approximately CAD 1.18 million, increasing BriaCell’s ownership interest in BriaPro to approximately 78% post-transaction. BriaCell will also make available to BriaPro a credit facility of up to USD 3 million to fund research and development, with each drawdown subject to BriaCell’s approval regarding use of funds. BriaPro assumes a 2% royalty obligation to UMBC upon commercialization of sCD80, plus other development costs.
Deal context
Soluble CD80 is a recombinant form of the CD80 protein (also known as B7-1), a costimulatory ligand expressed on antigen-presenting cells that interacts with both CD28 and CTLA-4 on T cells. The technology, originally developed by Suzanne Ostrand-Rosenberg, Ph.D., Emeritus Faculty at UMBC and a member of BriaCell’s scientific advisory board, is designed to reverse immune suppression in the tumor microenvironment. In preclinical animal models, sCD80 was reported to be well-tolerated and to inhibit tumor growth across multiple tumor types by restoring anti-tumor immune responses. The proposed mechanism involves dual engagement of immune costimulatory and inhibitory pathways, potentially reactivating suppressed T-cell responses against tumor cells. The asset is protected by three US patents (USPN 8,956,619 B2; USPN 9,650,429 B2; USPN 10,377,810 B2). sCD80 remains at the pre-clinical stage and has not yet entered human clinical trials.
The transaction represents the second transfer of pre-clinical assets from BriaCell Therapeutics to BriaPro. BriaPro was created through a court-approved Plan of Arrangement completed in August 2023, in which BriaCell spun out two earlier-stage programs, Bria-TILsRx (a tumor-infiltrating lymphocyte therapy) and protein kinase C delta (PKCδ) inhibitors, into the newly formed subsidiary. At that time, BriaCell retained approximately 67% ownership of BriaPro. The structure allows BriaCell Therapeutics immunotherapy development to remain focused on its lead clinical-stage programs, including Bria-IMT for advanced breast cancer, while housing pre-clinical assets in a subsidiary that may independently seek funding and partnerships.