BriaCell Therapeutics Corporation and its majority-owned subsidiary BriaPro Therapeutics Corporation have entered into a definitive purchase agreement under which BriaPro will acquire BriaCell’s exclusive license to develop and commercialize Soluble CD80 (sCD80) as a biologic therapy for cancer, along with related assets. The transaction strengthens BriaPro’s immunotherapy pipeline and expands its focus on novel cancer treatments.
BriaCell originally secured the exclusive global license for sCD80 from the University of Maryland, Baltimore County in August 2022. The technology, developed by Suzanne Ostrand-Rosenberg, PhD, is designed to reverse immune suppression in cancer patients and is protected under multiple United States patents. Preclinical studies in animal models have shown that sCD80 was well tolerated and demonstrated the ability to halt tumour growth by potentially restoring natural anti-tumour immune responses. Additional studies have reported strong anti-tumour activity across multiple cancer types, suggesting that sCD80 may both activate and enhance the immune system’s capacity to recognize and destroy malignant cells.
Under the terms of the agreement, BriaPro will obtain worldwide rights to develop and commercialize sCD80 for cancer treatment, while UMBC will retain ownership of the underlying inventions and patents, subject to certain rights held by the United States government. Upon commercialization, BriaPro will pay UMBC a 2 percent royalty, along with other development-related payments.
As part of the transaction, BriaCell will provide BriaPro with access to up to USD 3 million through a credit facility to support research and development activities, with each funding draw subject to BriaCell’s approval. In consideration for the transfer of the license and the credit facility, BriaPro will issue 23,972,589 common shares to BriaCell at an aggregate value of approximately C$1.18 million, increasing BriaCell’s ownership stake in BriaPro to approximately 78 percent following completion of the deal.
The transaction is expected to close around March 12, 2026, subject to shareholder approval and receipt of an independent third-party valuation confirming that the deal reflects fair market value. In accordance with applicable minority shareholder protection regulations, BriaCell’s shares in BriaPro will be excluded from voting on the resolution approving the agreement.
BriaPro, a pre-clinical stage immunotherapy company, is developing binding agents and protein-based therapies designed to enhance the body’s natural immune response against cancer. Company leadership indicated that sCD80 may be explored both as a standalone treatment and in combination with existing immunotherapy platforms, with the goal of advancing new therapeutic options for patients who do not respond to current cancer treatments.
