Achieving Quorum Against the Odds: How BriaCell and Sodali & Co Overcame Retail Shareholder Challenges

Overview

BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) (Nasdaq: BCTX, BCTXW) (TSX: BCT) successfully held its 2025 Annual General Meeting (“AGM”) of Shareholders on February 5, 2025, after an initial postponement from January 23, 2025. The delay was necessary due to disruptions in the Canadian postal service and to allow additional time for proxy solicitation.

The stakes for BriaCell were high—its quorum requirement had increased from 5% to 33.3% in 2023 following the loss of its Foreign Private Issuer status, requiring compliance with Nasdaq’s higher quorum threshold. With a predominantly retail shareholder base, achieving quorum posed a significant challenge.

Sodali & Co (“Sodali”) were engaged as BriaCell’s strategic advisor and proxy solicitor, delivering a highly effective solicitation campaign that not only met but exceeded the quorum requirement by nearly three percentage points—an exceptional outcome for an issuer with a broad retail base. Through proactive planning, aggressive solicitation, and exhaustive efforts, Sodali successfully executed the mandate.

Key Success Factors

Proactive Planning and Strategic Adjustments

Sodali was engaged after the proxy materials had already been filed and mailed—a process complicated by the Canada Post strike, which made shareholder communication significantly more difficult. Recognizing these challenges, Sodali swiftly recommended postponing the AGM to allow more time for proxy solicitation while ensuring compliance with the 60-day record date rule¹  and the Company’s bylaws.

As the proxy deadline approached and quorum had yet to be met, Sodali advised waiving the cut-off deadline, allowing proxies to be accepted up until the meeting. Immediate notifications were sent to intermediaries, instructing them to keep voting platforms open, ensuring maximum participation.

Aggressive Solicitation Efforts

Unlike institutional investors, who have a fiduciary duty to vote, retail shareholders often require direct outreach to encourage participation. Sodali implemented a multi-channel solicitation campaign, including:

• A targeted phone campaign to retail shareholders.
• Blast email alerts and automated recorded messages to approved shareholder segments.
• Focused outreach by Sodali’s proxy desks to high-net-worth investors, providing hands-on assistance to facilitate their voting.
• Follow-up calls and emails reinforcing the importance of their votes.

Exhaustive Approach – Leaving No Stone Unturned

As the meeting date approached, Sodali explored every possible avenue to secure the necessary votes:

• Targeting unvoted shares: Focused solicitation efforts on registered shareholders and Canadian NOBO holders, leveraging direct access to their voting status.
• Engaging BriaCell insiders: Directors and employees were reminded to submit their votes.
• Monitoring U.S. broker discretionary votes²: Ensured proper tracking of proportionate votes³ overvotes⁴, maximizing every potential source of support.

Results & Impact

BriaCell’s final vote turnout reached 36.26%, surpassing the 33.63% recorded in 2024 and exceeding the newly required quorum threshold. This achievement was critical in avoiding significant financial and reputational consequences, including:

• Preventing costly delays: Missing quorum would have required setting a new record date, triggering additional expenses for mailing, printing, and meeting logistics, which could have cost hundreds of thousands of dollars.
• Maintaining shareholder confidence: Rescheduling could have led to negative shareholder perception and reputational risk.
• Ensuring transaction viability: In some cases, achieving quorum is essential for completing key corporate transactions tied to the AGM’s outcome.

For issuers with a highly retail shareholder base, Nasdaq’s strict quorum requirements present an ongoing challenge. Sodali has a proven track record of delivering results in these high-stakes situations, consistently securing quorum—often well beyond the minimum threshold.

Every case presents unique challenges, but Sodali’s strategic execution and relentless commitment to shareholder engagement continue to drive success.

1. In order to preserve the existing record date, the rescheduled meeting should not be past 60 days the record date.
2. Certain U.S. brokers may vote proxies discretionarily covering routine items, for example, the Auditors resolution.
3. Some U.S. brokers have authorized Broadridge to calculate on its behalf, any unvoted shares and provide the tabulator with a proportional vote on items classified as routine.
4. Votes that are not counted by the tabulator because the brokers’ positions are not enough to cover the actual votes received.