What changed in this filing

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Item 1. Financial Statements

2023-03-16 compared with 2022-12-14 · 161 added, 202 removed, 277 unchanged (57% of the section changed)

1 unchanged sentence

THERAPEUTICS CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of January 31, 2023 (unaudited) and July 31, 2022 (unaudited)

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended January 31, 2023

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months ended January 31, 2023

Unaudited Condensed Consolidated Statement of Cash Flows for the Six Months ended January 31, 2023

THERAPEUTICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

October 31, 2022

January 31, 2023

July 31, 2022

17 unchanged sentences

Share Capital of no par value - Authorized:

unlimited at October 31, 2022 and July 31, 2022, Issued and outstanding:

15,518,018 shares October 31, 2022 and July 31, 2022, respectively

unlimited at January 31, 2023 and July 31, 2022, Issued and outstanding:

15,518,018 shares January 31, 2023 and July 31, 2022, respectively

Additional paid in capital

3 unchanged sentences

( 60,349,837 )

Total shareholders’ equity

Total shareholders’ (deficit) equity

( 1,280,586 )

Total liabilities and shareholders’ equity

1 unchanged sentence

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three months ended

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JANUARY 21, 2023

and development expenses

and administrative expenses

operating expenses

Research and development expenses

General and administrative expenses

Total operating expenses

Operating loss

income (expenses), net

(loss) and Comprehensive income (loss) for the period

loss per share – basic

income (loss) per share – diluted

average number of shares used in computing net basic earnings per share of common stock

average number of shares used in computing net diluted earnings per share of common stock

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE AND SIX MONTHS ENDED JANUARY 31, 2023

Share capital

Additional paid in

Accumulated other comprehensive

shareholders’

Balance, October 31, 2022

$ ( 138,684 )

$ ( 61,456,378 )

Financial income (expenses), net

Interest income

Interest expense

Change in fair value of warrant liability

Issuance of options

Loss for the period

( 11,881,762 )

Foreign exchange gain

Total financial income (expenses), net

( 11,881,762 )

Net loss and comprehensive loss for the period

Balance, January 31, 2023

$ ( 138,684 )

$ ( 73,338,140 )

Net loss per share – basic and diluted

Weighted average number of shares used in computing net basic and diluted earnings per share of common stock

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED OCTOBER 31, 2022

$ ( 1,280,586 )

Share capital

5 unchanged sentences

$ ( 60,349,837 )

Share based compensation

Issuance of options

Loss for the period

1 unchanged sentence

( 12,988,303 )

Balance, October 31, 2022

Balance, January 31, 2023

$ ( 138,684 )

$ ( 73,338,140 )

$ ( 1,280,586 )

Share capital

2 unchanged sentences

shareholders’

Balance, July 31, 2021

Balance, October 31, 2021

$ ( 138,684 )

$ ( 56,675,382 )

Exercise of warrants

Exercise of representation warrants

Exercise of private placement warrants

Exercise of public offering warrants

Issuance of options

Loss for the period

Shares repurchased and cancelled

( 4,704,423 )

( 4,393,591 )

Balance, October 31, 2021

( 9,098,014 )

Income for the period

Balance, January 31, 2022

$ ( 138,684 )

$ ( 49,908,466 )

other comprehensive

shareholders’ equity

July 31, 2021

of representation warrants

of private placement warrants

of public offering warrants

repurchased and canceled

for the period

Income (loss) for the period

January 31, 2022

accompanying notes are an integral part of the condensed consolidated financial statements.

THERAPEUTICS CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

Three months ended October 31,

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2023

Six months ended January 31,

Cash flow from operating activities

5 unchanged sentences

Interest expense

Gain from government grant

Change in fair value of warrants

( 4,117,790 )

Changes in assets and liabilities:

1 unchanged sentence

Decrease in prepaid expenses

Increase in accounts payable

Increase in trade payable

Decrease in accrued expenses and other payables

4 unchanged sentences

Share and warrant buyback program

( 10,056,273 )

Repayment government grant

Proceeds from exercise of warrants

Total cash flow from financing activities

( 4,952,192 )

Decrease in cash and cash equivalents

5 unchanged sentences

THERAPEUTICS CORP.

to financial statements

to the Condensed Consolidated Financial Statements

Therapeutics Corp.

22 unchanged sentences

for the year ended July 31, 2022 filed with the SEC on October 28 , 2022.

The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the

full fiscal year.

The interim period results do not necessarily indicate the

results that may be expected for any other interim period or for the full fiscal year.

to 2021, the Company prepared its financial statements, including its condensed financial statements, in accordance with International

5 unchanged sentences

GAAP, and restated its condensed consolidated financial statements

as of October 31, 2021 to be prepared in accordance with U.S.

as of January 31, 2022 to be prepared in accordance with U.S.

Company continues to devote substantially all of its efforts toward research and development activities.

2 unchanged sentences

The Company’s accumulated

deficit as of October 31, 2022 was $ 61,456,378 and negative cash flows from operating activities during the three-month period ended

October 31, 2022 was $ 3,542,382 .

deficit as of January 31, 2023 was $ 73,338,140 and negative cash flows from operating activities during the six-month period ended

January 31, 2023 was $ 7,494,122 .

The Company is planning to finance its operations from its existing and future working capital resources

29 unchanged sentences

research programs are delayed by at least one quarter due to COVID-19.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

expressed in US Dollars, except share and per share data and unless otherwise indicated)

SIGNIFICANT ACCOUNTING POLICIES

25 unchanged sentences

Early adoption is permitted.

August 1, 2021, the Company early adopted ASU 2016-13.

Adoption of the new standard did not have a material impact on the financial

Effective August 1, 2021, the Company

early adopted ASU 2016-13.

Adoption of the new standard did not have a material impact on the financial statements.

August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

15 unchanged sentences

is permitted for fiscal years beginning after December 15, 2020.

Effective August 1, 2021,

the Company early adopted ASU 2020-06.

Effective August 1, 2021, the Company early adopted ASU 2020-06.

Adoption of the new standard did not have a material impact on the financial statements.

11 unchanged sentences

Early adoption is permitted.

Adoption of the

new standard did not have a material impact on the financial statements.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

expressed in US Dollars, except share and per share data and unless otherwise indicated)

Adoption of the new standard did not have a material

impact on the financial statements.

CONTINGENT LIABILITIES AND COMMITMENTS

11 unchanged sentences

operative Amended Counterclaim.

The parties have fully briefed that motion, and the Court has calendared oral argument on that motion

for February 7, 2023.

Expert discovery is ongoing and may affect the value of the parties’ respective claims and damages.

Company disagrees with Alpha’s claims, is defending these claims, and has filed a counter claim.

At this time, whilst it is impossible

to provide any guarantee as to the outcome of the lawsuit, it is the Company’s assessment, based on advice from the Company’s

legal counsel at this time, and based on the information known by the Company, that it’s more likely than not that BriaCell will

not have to pay Alpha in the litigation.

At oral argument on January 19, 2023, Justice Cohen granted in part and

denied in part Alpha’s partial motion to dismiss BriaCell’s Amended Counterclaim and Affirmative Defenses.

In relevant part,

Justice Cohen refused to dismiss any of BriaCell’s substantive counterclaims, allowing BriaCell to continue to prosecute its Unjust

Enrichment, Money Had and Received, Recovery of Excess, and Implied Covenant of Good Faith and Fair Dealing claims against Alpha.

time, the parties cannot estimate the value of their respective claims and damages.

Company is currently on a month-to-month lease arrangement for office and lab space in Philadelphia, PA, in the amount of approximately

1 unchanged sentence

FAIR VALUE MEASUREMENTS

following table presents information about our financial instruments that are measured at fair value on a recurring basis as of October

following table presents information about our financial instruments that are measured at fair value on a recurring basis as of January

31, 2023, and July 31, 2022:

OF FAIR VALUE ON A RECURRING BASIS

Fair Value Measurements at

October 31, 2022

July 31, 2022

Financial Assets:

Cash and cash equivalents

Total assets measured at fair value

Financial liabilities:

Warrants liability

Total liabilities measured at fair value

Value Measurements at

and cash equivalents

assets measured at fair value

liabilities measured at fair value

classify our cash and cash equivalents and the liability in respect of publicly traded warrants within Level 1 because we use quoted

2 unchanged sentences

are observable for the liability either directly or indirectly, and thus are classified as Level 2 financial instruments.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

expressed in US Dollars, except share and per share data and unless otherwise indicated)

SHAREHOLDERS’ EQUITY

share capital

Authorized share capital

authorized share capital consists of an unlimited number of common shares with no par value.

Issued share capital

shares were issued during the three-month period ended October 31, 2022.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

expressed in US Dollars, except share and per share data and unless otherwise indicated)

SHAREHOLDERS’

EQUITY (Cont.)

shares were issued during the six-month period ended January 31, 2023.

Share buyback program

8 unchanged sentences

On September 27, 2022, the Company completed the share buyback program, repurchasing a total of 1,031,672

shares with a value of $ 9,098,014 (net of commissions), none of which were repurchased during the three month period ended October 31,2022,

shares with a value of $ 9,098,014 (net of commissions), none of which were repurchased during the six month period ended January 31,2023,

and 259,059 publicly traded warrants for $ 1,121,011 (net of commissions) with a fair value of $ 1,130,808 of which 15,736 were repurchased

and cancelled during the three-month period ended October 31,2022.

and cancelled during the six-month period ended January 31,2023.

All of the warrants and shares repurchased have been cancelled.

SHAREHOLDERS’ EQUITY (Cont.)

Share Purchase Warrants

summary of changes in share purchase warrants for the three-month period ended October 31, 2022 is presented below:

summary of changes in share purchase warrants for the six-month period ended January 31, 2023 is presented below:

OF CHANGES IN WARRANTS

average exercise

Balance, July 31, 2022

Repurchased and cancelled

Balance, October 31, 2022

Therapeutics Corp

to the Condensed Consolidated Financial Statements

expressed in US Dollars, except share and per share data and unless otherwise indicated)

SHAREHOLDERS’

EQUITY (Cont.)

July 31, 2022

and cancelled

January 31, 2023

Share Purchase Warrants (continued)

of October 31, 2022, warrants outstanding were as follows:

of January 31, 2023, warrants outstanding were as follows:

OF WARRANTS OUTSTANDING

Exercise Price

October 31, 2022

November 16, 2025

February 26, 2026 – April 26, 2026

December 7, 2026

January 31, 2023

26, 2026 – April 26, 2026

Compensation Warrants

were no changes to compensation warrants for the three-month period ended October 31, 2022.

at October 31, 2022, compensation warrants outstanding were as follows:

were no changes to compensation warrants for the six-month period ended January 31, 2023.

at January 31, 2023, compensation warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Exercise Price

Exercisable At

October 31, 2022

November 16, 2025

February 26, 2026

Therapeutics Corp

to the Condensed Consolidated Financial Statements

expressed in US Dollars, except share and per share data and unless otherwise indicated)

SHAREHOLDERS’

EQUITY (Cont.)

January 31, 2023

Warrant liability continuity

1 unchanged sentence

OF CHANGE IN FAIR VALUE OF WARRANTS

Warrants liability

Balance as of August 1, 2022

Warrant buyback program

Change in fair value during the period

$ ( 4,117,790 )

Balance as of October 31, 2022

key inputs used in the valuation of the non-public warrants as of October 31, 2022 and at July 31, 2022 were as follows:

as of August 1, 2022

buyback program

in fair value during the period

as of January 31, 2023

key inputs used in the valuation of the non-public warrants as of January 31, 2023 and at July 31, 2022 were as follows:

SHAREHOLDERS’ EQUITY (Cont.)

OF VALUATION OF NON PUBLIC WARRANTS

October 31, 2022

July 31, 2022

Exercise price

$ 3.97 - 6.19

$ 4.23 - 6.19

Expected life (years)

Dividend yield

Risk free rate

SHARE-BASED COMPENSATION

August 2, 2022, the Company approved an omnibus equity incentive plan (“Omnibus Plan),

which will permit the Company to grant incentive stock options, preferred share units, restricted

share units (“RSU’s”), and deferred share units (collectively, the “Awards”)

for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary

of the Company.

The maximum number of Shares available for issuance under the Omnibus Plan

shall not exceed 15 % of the issued and outstanding Shares, from time to time, less the number

of Shares reserved for issuance under all other security-based compensation arrangements

August 2, 2022, the Company approved an omnibus equity incentive plan (“Omnibus Plan), which will permit the Company to grant

incentive stock options, preferred share units, restricted share units (“RSU’s”), and deferred share units (collectively,

the “Awards”) for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary of the

The maximum number of Shares available for issuance under the Omnibus Plan shall not exceed 15 % of the issued and outstanding

Shares, from time to time, less the number of Shares reserved for issuance under all other security-based compensation arrangements

of the Company, including the existing Stock Option Plan.

The Omnibus Plan remains subject

to approval by the shareholders of the Company (the “Shareholders”) and final

approval of the Toronto Stock Exchange (“Exchange”) and no new grants will be

made under the Company’s existing Stock Option Plan upon receipt of such approvals

(“Approvals”).

Company may make grants under the Omnibus Plan, however, the grants cannot be settled until the Approvals have been received.

On February 9, 2023, the Omnibus Plan was approved by the shareholders

and remains subject to final approval from the Toronto Stock Exchange.

following table summarizes the number of options granted to directors, officers, employees and consultants under the option plan

for three-month period ended October 31, 2022 and related information:

for six-month period ended January 31, 2023 and related information:

OF NUMBER OF OPTIONS GRANTED

Number of options

exercise price

1 unchanged sentence

intrinsic value

Balance as of July 31, 2022

Balance as of October 31, 2022

Exercisable as of October 31, 2022

August 2, 2022, the Company granted 180,100 options, under the Stock Option Plan, to directors,

officers and employees with an exercise price of CAD$ 8.38 .

The options vest quarterly in

advance over a two -year period and expire on August 2, 2027 .

as of July 31, 2022

as of January 31, 2023

August 2, 2022, the Company granted 180,100 options, under the Stock Option Plan, to directors, officers and employees with an exercise

price of CAD$ 8.38 .

The options vest quarterly in advance over a two -year period and expire on August 2, 2027 .

The fair value of the

180,100 stock options issued was $ 887,362 .

142,100 of the options were issued to officers of the

The fair value of the stock options issued to the officers was $ 700,134 .

weighted-average grant date per-share fair value of stock options granted during three-month period ended October 31, 2022 was $ 4.93 .

As of October 31, 2022, there are $ 1,536,722 of total unrecognized costs related to share-based compensation that is expected to be recognized

142,100 of the options were issued to officers of the Company.

The fair value of the stock

options issued to the officers was $ 700,134 .

weighted-average grant date per-share fair value of stock options granted during six-month period ended January 31, 2023 was $ 4.93 .

of January 31, 2023, there are $ 1,269,878 of total unrecognized costs related to share-based compensation that is expected to be recognized

over a period of up to 1.5 years.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

expressed in US Dollars, except share and per share data and unless otherwise indicated)

COMPENSATION (Cont.)

following table lists the inputs to the Black-Scholes option-pricing model used for the fair value measurement of equity-settled

share options for the above options plans for the three month period ended October 31, 2022 and 2021:

share options for the above options plans for the three and six month period ended January 31, 2023 and 2022:

OF FAIR VALUE MEASUREMENT OF EQUITY-SETTLED SHARE OPTIONS

Three months ended

Dividend yield

Expected volatility of the share prices

Risk-free interest rate

Expected term (in years)

following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of October

volatility of the share prices

interest rate

term (in years)

following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of January

OF OUTSTANDING AND EXERCISABLE OPTIONS

August 02, 2027

February 16, 2027

January 13, 2027

November 01, 2027

September 01, 2026

April 19, 2026

March 29, 2026

Restricted Share

following table summarizes the number of RSU’s granted to directors under the Omnibus plan for three-month period ended October

Share Unit Plan

following table summarizes the number of RSU’s granted to directors under the Omnibus plan for six-month period ended January 31,

OF RESTRICTED STOCK UNITS GRANTED

intrinsic value

Balance, July 31, 2022

Balance, October 31, 2022

July 31, 2022

January 31, 2023

August 2, 2022, the Company issued 19,200 RSU’s to the CEO.

The RSU’s vested

The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three-month period ended October 31, 2022 and 2021 is comprised as follows:

The RSU’s vested immediately.

The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three and six-month

period ended January 31, 2023 and 2022 is comprised as follows:

OF SHARE-BASED COMPENSATION EXPENSES

Three months ended

Research and development expenses

General and administrative expenses

Total share-based compensation

Therapeutics Corp

to the Condensed Consolidated Financial Statements

expressed in US Dollars, except share and per share data and unless otherwise indicated)

and development expenses

and administrative expenses

share-based compensation

FINANCIAL INCOME (EXPENSES), NET

OF FINANCIAL INCOME (EXPENSE), NET

in fair value of warrant liability

on government grant

exchange loss

on extinguishment of debt

income (expenses), net

BASIC AND DILUTED NET LOSS PER SHARE

net income (loss) per ordinary share is computed by dividing net income (loss) for each reporting period by the weighted-average number

of ordinary shares outstanding during each year.

Diluted net income (loss) per ordinary share is computed by dividing net income (loss)

for each reporting period by the weighted average number of ordinary shares outstanding during the period, plus dilutive potential ordinary

shares considered outstanding during the period, in accordance with ASC No.

260-10 “Earnings Per Share”.

The Company experienced

a loss in three-month period ended October 31, 2022 and 2021;

hence all potentially dilutive ordinary shares were excluded due to their

anti-dilutive effect.

net income (loss) per ordinary share is computed by dividing net income (loss) for each reporting period by the weighted-average

number of ordinary shares outstanding during each year.

Diluted net income (loss) per ordinary share is computed by dividing net

income (loss) for each reporting period by the weighted average number of ordinary shares outstanding during the period, plus

dilutive potential ordinary shares considered outstanding during the period, in accordance with ASC No.

260-10 “Earnings Per

The Company experienced a loss in three and six month ended January 31, 2023 and for the six months ended January 31,

hence all potentially dilutive ordinary shares were excluded during those periods due to their anti-dilutive

OF BASIC AND DILUTED NET LOSS PER SHARE

Three months ended

Net loss available to shareholders of ordinary shares

$ ( 1,106,541 )

$ ( 27,533,485 )

Shares used in computing net loss per ordinary shares, basic and diluted

Net loss per share attributable

to ordinary shareholders, basic and diluted

SUBSEQUENT EVENTS

Company evaluated the possibility of subsequent events existing in the Company’s unaudited condensed consolidated financial statements

through December 14, 2022, the date that the consolidated financial statements were available for issuance.

The Company is not aware

of any subsequent events which would require recognition or disclosure in the consolidated financial statements.

income (loss)

used in computation of basic earnings per share

income (loss) attributable to common stock, basic and diluted

used in computing net EPS of common stock, basic

used in computation of diluted earnings per share

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.

What changed 10-Q

Item 1. Financial Statements