BriaCell Therapeutics Corp. (NASDAQ: BCTX) has completed a strategic asset transfer to its majority-owned subsidiary BriaPro Therapeutics Corp., securing worldwide rights to develop a novel cancer immunotherapy known as soluble CD80.
The deal formalizes a previously announced agreement signed on Feb. 4, 2026. Consequently, BriaPro now holds exclusive commercialization rights to the biologic therapy alongside related intellectual property. The move strengthens the parent company’s position in immuno-oncology while consolidating development efforts under its subsidiary.
BriaCell originally licensed the technology from the University of Maryland, Baltimore County in August 2022. Additionally, the therapy was developed by immunologist Suzanne Ostrand-Rosenberg and focuses on reversing immune suppression in cancer patients. Researchers designed soluble CD80 to help the immune system recognize and attack tumour cells more effectively.
Preclinical studies have shown encouraging results across several cancer types. In animal models, the treatment was well tolerated and demonstrated the ability to stop tumour growth. Furthermore, researchers observed that the therapy may both activate and amplify immune responses against cancer cells.
Under the terms of the agreement, BriaPro gains global development and commercialization rights. However, the University of Maryland retains ownership of the underlying patents, subject to certain U.S. government rights. BriaPro will also pay a two per cent royalty on future product sales if commercialization succeeds.
The transaction includes financial support from BriaCell to accelerate development. The parent company has committed up to USD$3 million through a credit facility to fund research and related activities. Each funding draw requires approval, ensuring oversight on how the capital is deployed.
Read more: Breath Diagnostics advances pre-op pneumonia screening with FDA breakthrough designation
Read more: Prestigious medtech intelligence firm recognizes Breath Diagnostics for innovation
Leadership changes came with deal closure
As consideration, BriaPro issued 23,972,589 common shares valued at approximately USD$1.18 million. Consequently, BriaCell’s ownership stake in the subsidiary increased to roughly 78 per cent following the transaction.
Jamieson Bondarenko joined BriaPro’s board as chairman immediately after completion. Additionally, he has served as chairman of BriaCell since 2019 and brings capital markets expertise to the role.
Bondarenko has held senior positions in investment banking, including roles at Eight Capital and Dundee Securities. Meanwhile, he currently advises early-stage life sciences firms through his merchant capital company, JGRNT Capital Corp. His appointment signals a focus on financing and strategic growth as BriaPro advances its pipeline.
Shareholders strongly supported the transaction. Disinterested BriaPro shareholders approved the deal with 99.81 per cent of votes cast, in line with Multilateral Instrument 61-101 requirements. However, BriaCell did not vote its shares due to its ownership interest in the transaction.
Both companies relied on regulatory exemptions regarding formal valuation requirements. BriaPro qualified because its securities are not listed on a senior exchange. Meanwhile, BriaCell met exemption criteria because the transaction value remained below 25 per cent of its market capitalization.
Despite the exemptions, BriaCell obtained a fairness opinion as part of its governance process. The opinion confirmed that the consideration received was fair to shareholders, subject to standard assumptions and limitations. Consequently, the company reinforced transparency around the transaction.
Company leadership emphasized the potential impact of the therapy. Chief executive Dr. Bill Williams indicated that soluble CD80 could expand treatment options for patients who do not respond to existing therapies. Additionally, he noted that early data supports further exploration both as a standalone treatment and in combination with other immunotherapies.
