Legal Proceedings.
−Removed: On May 19, 2021, Alpha Capital Anstalt (“Alpha”)
−Removed: filed a lawsuit in the New York State Supreme Court, Commercial Division, New York County against BriaCell Therapeutics Corp.
−Removed: (“BriaCell”),
−Removed: alleging that BriaCell breached a loan contract when it refused to reprice and extend the term of warrants purported held by Alpha in
−Removed: spring 2021, seeking monetary and injunctive relief for delivery of those amended warrants.
−Removed: Counterclaiming and defending against Alpha’s
−Removed: complaint, BriaCell alleges that Alpha’s loan to BriaCell is unenforceable both because the loan is criminally usurious under New
−Removed: York law and because Alpha acted as an unregistered securities dealer in violation of American securities law.
−Removed: BriaCell also has alleged
−Removed: that Canadian securities law, regulation, and rules prohibited it from amending the warrants to comply with Alpha’s spring 2021
−Removed: On May 11, 2022, Alpha moved to dismiss BriaCell’s operative Amended Counterclaim.
−Removed: At oral argument on January 19, 2023, Justice Cohen granted in part and
−Removed: denied in part Alpha’s partial motion to dismiss BriaCell’s Amended Counterclaim and Affirmative Defenses.
−Removed: In relevant part,
−Removed: Justice Cohen refused to dismiss any of BriaCell’s substantive counterclaims, allowing BriaCell to continue to prosecute its Unjust
−Removed: Enrichment, Money Had and Received, Recovery of Excess, and Implied Covenant of Good Faith and Fair Dealing claims against Alpha.
−Removed: time, the parties cannot estimate the value of their respective claims and damages.
−Removed: Company disagrees with Alpha’s claims, is defending these claims, and has filed a counter claim.
−Removed: At this time, whilst it is impossible
−Removed: to provide any guarantee as to the outcome of the lawsuit, it is the Company’s assessment, based on advice from the Company’s
−Removed: legal counsel at this time, and based on the information known by the Company, that it is more likely than not that BriaCell will not
−Removed: have to pay Alpha in the litigation.
+Added: May 24, 2023, the Company reached a settlement agreement with an investor who made certain claims against the Company and was seeking
+Added: monetary and injunctive relief, and against which the Company had filed counterclaims.
+Added: Pursuant to the settlement agreement, the Company
+Added: paid $230,000 for the full and final settlement of all of the investor’s claims, in full and final settlement of any and all existing
+Added: claims that the Company and investor had or may have had against each other.
Risk Factors.
2 unchanged sentences
Unregistered Sales of Equity Securities and Use of Proceeds.
+Added: as previously disclosed by the Company, there were no unregistered sales of equity securities during the three months ended April 30,
Defaults Upon Senior Securities.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.