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Item 1. Financial Statements

2023-06-14 compared with 2023-03-16 · 335 added, 244 removed, 194 unchanged (75% 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

January 31, 2023

July 31, 2022

CURRENT ASSETS:

Cash and cash equivalents

Cash and cash

Amounts receivable

Prepaid expenses

Total current assets

current assets

NON-CURRENT ASSETS:

Intangible assets, net

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

non-current assets

LIABILITIES AND SHAREHOLDERS’

CURRENT LIABILITIES:

Trade payables

Accrued expenses and other payables

Total current liabilities

expenses and other payables (Note 7)

current liabilities

NON-CURRENT LIABILITIES:

Warrant liability

Total non-current liabilities

non-current liabilities

SHAREHOLDERS’ EQUITY:

Share Capital of no par value - Authorized:

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

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

unlimited at April 30, 2023

and July 31, 2022 ;

Issued and outstanding:

15,518,318 and 15,269,853 shares April 30, 2023 and July 31, 2022, respectively

Additional paid in capital

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( 60,349,837 )

Total shareholders’ (deficit) equity

shareholders’ equity (deficit)

( 5,892,342 )

Total liabilities and shareholders’ equity

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

liabilities and shareholders’ equity (deficit)

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

Therapeutics Corp.

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

and development expenses

and administrative expenses

Condensed Consolidated Statements of Operations and Comprehensive Loss

Operating Expenses:

development expenses

and administrative expenses (Note 7)

operating expenses

Operating loss

( 5,677,029 )

( 4,123,260 )

( 15,566,503 )

( 10,054,878 )

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.

( 5,892,313 )

( 2,317,236 )

( 16,333,673 )

Net loss for the period

( 4,895,436 )

( 10,015,573 )

( 17,883,739 )

( 26,388,551 )

Comprehensive

loss for the period

$ ( 4,895,436 )

$ ( 10,015,573 )

$ ( 17,883,739 )

( 26,388,551 )

per share – basic and diluted

Weighted average number

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

Weighted average number

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

accompanying notes are an integral part of the 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

Condensed Consolidated Statements of Changes in Shareholders’ Equity

other comprehensive

shareholders’

Balance, October 31, 2022

Balance, January 31, 2023

$ ( 138,684 )

$ ( 73,338,140 )

$ ( 1,280,586 )

Exercise of public offering warrants

Issuance of options

Loss for the period

Net loss for the period

( 4,895,436 )

Balance, January 31, 2023

Balance, April 30,

$ ( 138,684 )

1 unchanged sentence

$ ( 5,892,342 )

Share capital

Additional paid in

Accumulated other comprehensive

other comprehensive

shareholders’

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$ ( 60,349,837 )

Exercise of public offering warrants

Issuance of options

Loss for the period

Net loss for the period

( 17,883,739 )

Balance, April 30,

$ ( 138,684 )

$ ( 78,233,576 )

$ ( 5,892,342 )

other comprehensive

shareholders’

Balance, January 31, 2022

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$ ( 49,908,466 )

Exercise of representation warrants

Exercise of private placement warrants

Exercise of public offering warrants

Issuance of options

Shares cancelled

Expiration of options

Net loss for the period

( 10,015,573 )

Share capital

Additional paid in

Accumulated other comprehensive

( 10,015,573 )

Balance, April 30,

$ ( 138,684 )

$ ( 59,899,485 )

other comprehensive

shareholders’

Balance, October 31, 2021

Balance, July 31, 2021

$ ( 138,684 )

$ ( 29,141,897 )

Beginning balance

$ ( 138,684 )

$ ( 29,141,897 )

Exercise of representation warrants

2 unchanged sentences

Issuance of options

Shares repurchased and cancelled

Shares repurchased and canceled

( 1,031,672 )

1 unchanged sentence

( 4,393,591 )

Income for the period

Balance, January 31, 2022

( 9,098,014 )

Expiration of options

Net loss for the period

( 26,388,551 )

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

( 26,388,551 )

Balance, April 30,

$ ( 138,684 )

$ ( 59,899,485 )

$ ( 138,684 )

$ ( 59,899,485 )

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

Therapeutics Corp.

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

Six months ended January 31,

Cash flow from operating activities

Condensed Consolidated Statement of Cash Flows

months ended April 30,

Cash flow from operating

$ ( 17,883,739 )

$ ( 26,388,551 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

2 unchanged sentences

Gain from government grant

Change in fair value of warrants

Change in fair value of

Changes in assets and liabilities:

Increase in amounts receivable

Decrease in prepaid expenses

Increase in trade payable

Decrease in accrued expenses and other payables

Total cash flow from operating activities

Decrease in amounts receivable

Increase in prepaid expenses

( 1,167,991 )

Increase in accounts payable

in accrued expenses and other payables

Total cash flow from operating

( 12,825,853 )

Cash flows from financing activities

Share and warrant buyback program

( 9,158,647 )

Repayment government grant

Cash flows from financing

Proceeds from exercise of warrants

Total cash flow from financing activities

Share and warrant buyback

( 10,069,065 )

Decrease in cash and cash equivalents

government grant

cash flow from financing activities

( 3,582,874 )

Decrease in cash and cash

( 12,871,553 )

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

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

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

( 12,741,521 )

Cash and cash equivalents

at beginning of the period

Cash and cash equivalents

at end of the period

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

Therapeutics Corp.

(“BriaCell” or the “Company”) was incorporated under the Business Corporations Act (British

Columbia) on July 26, 2006 and is listed on the Toronto Stock Exchange (“TSX”) under the symbol “BCT” and

Columbia) on July 26, 2006 and is listed on the Toronto Stock Exchange (“TSX”).

under the symbol “BCT” and

on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX” and “BCTXW”.

is an immuno-oncology biotechnology company.

BriaCell owns the US patent to Bria-IMT™, a whole-cell cancer vaccine (US Patent

No.7674456) (the “Patent”).

The Company is currently advancing its immunotherapy program, Bria-IMT™, to complete

a 24-subject Phase I/IIa clinical trial and by research activities in the context of BriaDx™, a companion diagnostic test to

identify patients likely benefitting from Bria-IMT™.

owns the U.S.

and Japanese patents to SV-BR-1-GM (“Bria-IMT™”), a whole-cell targeted immunotherapy for cancer

7,674,456, U.S.

11,559,574 B2, Japanese Patent No.

6901505), as well as patents related to PKCδ

inhibitors (U.S.

9,364,460 and 9,572,793).

The Company is currently advancing its targeted immunotherapy program by prioritizing

a Phase II clinical trial with Bria-IMT™ in combination with an immune checkpoint inhibitor.

of presentation of the financial statements:

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to Form 10-Q and Article 8 of Regulation S-X promulgated by the U.S Securities and Exchange Commission (the “SEC”).

information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or

omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information

and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management,

the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature,

which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

information or footnote disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed

or omitted pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the

information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion

of management, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting of a normal

recurring nature which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report

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GAAP, and restated its condensed consolidated financial statements

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

as of April 30, 2022, to be prepared in accordance with U.S.

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

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The Company’s accumulated

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

deficit as of April 30, 2023, was $ 78,233,576 and negative cash flows from operating activities during the nine-month period ended

April 30, 2023, was $ 12,825,853 .

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

and to continue to evaluate additional sources of capital and financing.

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The Company has one operating segment and reporting unit.

January 2020, the Coronavirus outbreak has dramatically expanded into a worldwide pandemic creating macro-economic uncertainty and

disruption in the business and financial markets.

Many countries around the world, including Canada and the United States have been

taking measures designated to limit the continued spread of the Coronavirus, including the closure of workplaces, restricting travel,

prohibiting assembling, closing international borders and quarantining populated areas.

Such measures present concerns that may dramatically

affect the Company’s ability to conduct its business effectively.

Subsequent to the reporting period, on May 24, 2023, the Company

entered into an Arrangement Agreement to spin out certain pre-clinical pipeline assets to a newly incorporated entity, BriaPro Therapeutics

(“SpinCo”), with the Company initially retaining a 66.67 % ownership interest in SpinCo, subject to shareholder,

TSX, NASDAQ, and court approvals, with the anticipated completion of the Arrangement by August 2023.

Company may face difficulties recruiting or retaining patients in our ongoing and planned clinical trials if patients are affected

by the virus or are fearful of visiting or traveling to our clinical trial sites because of the outbreak of COVID-19.

that clinical trial sites are slowed down or closed to enrolment in our trials, this could have a material adverse impact on our

clinical trial plans and timelines.

The Company is continuing to assess its business plans and the impact COVID-19 is having on the

Company’s clinical trial timelines and the Company’s ability to recruit candidates for clinical trials.

The extent to

which COVID-19 and global efforts to contain its spread will impact our operations will depend on future developments, which are

highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions

taken to contain or treat the coronavirus outbreak.

The Company currently believes that the execution of our clinical trials and

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

by COVID-19 or are fearful of visiting or traveling to our clinical trial sites because of a new outbreak of COVID-19, or of a new

variant thereof, or of another pandemic.

In the event that clinical trial sites are slowed down or closed to enrolment in our trials,

this could have a material adverse impact on our clinical trial plans and timelines.

The Company currently believes that the execution

of our clinical trials and research programs were delayed by at least one quarter due to COVID-19.

Although future delays appear

unlikely, they cannot be ruled out.

SIGNIFICANT ACCOUNTING POLICIES

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The Company’s management believes

that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made.

These estimates,

judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements,

and the reported amount of expenses during the reporting periods.

that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made.

estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial

statements and the reported amount of expenses during the reporting periods.

Actual results could differ from those estimates.

Recently issued and adopted accounting standards :

an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay

adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to

private companies.

Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company as an “emerging growth company” to delay

the adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable

to private companies.

The Company has elected to use this extended transition period under the JOBS Act.

The adoption dates discussed below

reflects this election.

The pronouncements below relate to standards that impact the Company.

The adoption dates discussed

below reflect this election.

June 2016, the FASB issued ASU No.

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Early adoption is permitted.

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

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

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.

3 unchanged sentences

Assistance (ASU 2021-10), which improves the transparency of government assistance received by most business entities by requiring

the disclosure of:

disclosure of:

(1) the types of government assistance received;

(2) the accounting for such assistance;

and (3) the effect of

the assistance on a business entity’s financial statements.

This guidance is effective for financial statements issued for

annual periods beginning after 15 December 2021.

and (3) the effect of the

assistance on a business entity’s financial statements.

This guidance is effective for financial statements issued for annual

periods beginning after December 15, 2021.

Early adoption is permitted.

Adoption of the new standard did not have a material

impact on the financial statements.

Adoption of the new

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

CONTINGENT LIABILITIES AND COMMITMENTS

May 19, 2021, Alpha Capital Anstalt (“Alpha”) filed a lawsuit in the New York State Supreme Court, Commercial Division, New

York County against BriaCell Therapeutics Corp.

(“BriaCell”), alleging that BriaCell breached a loan contract when it refused

to reprice and extend the term of warrants purported held by Alpha in spring 2021, seeking monetary and injunctive relief for delivery

of those amended warrants.

Counterclaiming and defending against Alpha’s complaint, BriaCell alleges that Alpha’s loan to

BriaCell is unenforceable both because the loan is criminally usurious under New York law and because Alpha acted as an unregistered

securities dealer in violation of American securities law.

BriaCell also has alleged that Canadian securities law, regulation, and rules

prohibited it from amending the warrants to comply with Alpha’s spring 2021 demands.

On May 11, 2022, Alpha moved to dismiss BriaCell’s

operative Amended Counterclaim.

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.

May 24, 2023, the Company reached a settlement agreement with an investor who made certain claims against the Company and was seeking

monetary and injunctive relief, and against which the Company had filed counterclaims.

Pursuant to the settlement agreement, the Company

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

claims that the Company and investor had or may have had against each other.

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 January

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

30, 2023, and July 31, 2022:

1 unchanged sentence

Value Measurements at

Financial Assets:

and cash equivalents

assets measured at fair value

liabilities measured at fair value

Total assets measured

at fair value

Financial liabilities:

Warrants liability

Total 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.

SHAREHOLDERS’ EQUITY

SHAREHOLDERS’ EQUITY (DEFICIT)

Authorized share capital

1 unchanged sentence

Issued share capital

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

the nine-month period ended April 30, 2023, 300 warrants with an exercise price of $ 5.31 were exercised for gross proceeds of $ 1,594 .

The Company issued 300 shares in respect of the exercise of these warrants.

Share buyback program

September 9, 2021, the Company approved a repurchase program whereby the Company may purchase through the facilities of the TSX Venture

or NASDAQ (i) up to 1,341,515 common shares (the “Common Shares”) and (ii) up to 411,962 publicly traded BCTXW warrants (the

“Listed Warrants”) in total, representing 10 % of the 13,415,154 Common Shares and 10 % of the 4,119,622 Listed Warrants comprising

the “public float” as of September 8, 2021, over the next 12 months (the “Buyback”).

Independent Trading Group

will act as the Company’s advisor and dealer manager in respect of the Buyback.

The Company received final regulatory

approval on September 22, 2021.

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 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 six-month period ended January 31,2023.

September 9, 2021, the Company approved a repurchase program whereby the Company may purchase through the facilities of the TSX or NASDAQ

(i) up to 1,341,515 common shares (the “Common Shares”) and (ii) up to 411,962 publicly traded BCTXW warrants (the “Listed

Warrants”) in total, representing 10 % of the 13,415,154 Common Shares and 10 % of the 4,119,622 Listed Warrants comprising the “public

float” as of September 8, 2021, over the next 12 months (the “Buyback”).

Independent Trading Group (ITG) Inc.

as the Company’s advisor and dealer manager in connection with the Buyback.

The Company received final regulatory approval on September

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 nine month period ended April 30, 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 nine-month period ended April 30, 2023.

All of the warrants and shares repurchased have been cancelled.

SHAREHOLDERS’ EQUITY (Cont.)

During the three month period ending April

30, 2022 a total of 667,366 shares were canceled with a value of $ 5,589,945 (net of commissions).

All of these shares were recognized

upon their repurchase within the three-month period ending January 31, 2022.

Share Purchase Warrants

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

summary of changes in share purchase warrants for the nine months ended April 30, 2023, is presented below:

OF CHANGES IN WARRANTS

average exercise

July 31, 2022

and cancelled

January 31, 2023

Share Purchase Warrants (continued)

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

of warrants outstanding

January 31, 2023

exercise price

July 31, 2022

Exercised during the period

Repurchased and cancelled

during the period

April 30, 2023

of April 30, 2023, warrants outstanding were as follows:

OF WARRANTS OUTSTANDING

November 16, 2025

February 26, 2026 – April 26, 2026

December 7, 2026

Compensation Warrants

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:

were no changes to compensation warrants for the nine-month period ended April 30, 2023.

at April 30, 2023, compensation warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

January 31, 2023

At April 30, 2023

November 16, 2025

February 26, 2026

Warrant liability continuity

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OF CHANGE IN FAIR VALUE OF WARRANTS

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.)

Balance as of August 1, 2022

Exercise of warrants

Warrant buyback program

Change in fair value

Balance as of April

key inputs used in the valuation of the warrants as of April 30, 2023 and at July 31, 2022 were as follows:

OF VALUATION OF NON PUBLIC WARRANTS

Exercise price

$ 3.99 - 6.19

$ 4.23 - 6.19

Expected life (years)

Dividend yield

Risk free rate

SHARE-BASED COMPENSATION

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

for nine-month period ended April 30, 2023 and related information:

OF NUMBER OF OPTIONS GRANTED

exercise price

contractual term

intrinsic value

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 .

Balance as of July 31, 2022

Balance as of April 30, 2023

Exercisable as of April 30, 2023

August 2, 2022, the Company granted 180,100 options 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

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

The fair value of

the stock options issued to the officers was $ 700,134 .

February 27, 2023, the Company granted 21,000 options to consultants and employees with an

exercise price of $ 7.16 .

The options vest quarterly in advance over a two -year period and

expire on February 27, 2028 .

The fair value of the 21,000 stock options issued was $ 114,762 .

weighted-average grant date per-share fair value of stock options granted during nine-month period ended April 30, 2023, was $ 5.03 .

of April 30, 2023, there are $ 1,103,450 of total unrecognized costs related to share-based compensation that is expected to be recognized

over a period of up to 1.75 years.

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 and six month period ended January 31, 2023 and 2022:

share options for the Company’s equity incentive plans for the three and nine months ended April 30, 2023, and 2022:

OF FAIR VALUE MEASUREMENT OF EQUITY-SETTLED SHARE OPTIONS

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

Dividend yield

Expected volatility of the share prices

Risk-free interest rate

1.19 %- 1.92 %

4.21 - 4.23 %

0.80 %- 1.92 %

Expected term (in years)

The following table summarizes

information about the Company’s outstanding and exercisable options granted to employees as of April 30, 2023:

OF OUTSTANDING AND EXERCISABLE OPTIONS

outstanding as of April 30, 2023

average remaining contractual term (years)

exercisable as of April 30, 2023

average remaining contractual term (years)

February 27, 2028

August 02, 2027

February 16, 2027

January 13, 2027

November 01, 2026

September 01, 2026

April 19, 2026

March 29, 2026

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,

following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for nine-month period ended April 30,

OF RESTRICTED STOCK UNITS GRANTED

intrinsic value

July 31, 2022

January 31, 2023

Balance, July 31, 2022

April 30, 2023

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

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:

The RSU’s vested immediately and have an aggregate intrinsic

value of $ 123,072 .

The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three and nine months ended April 30, 2023 and 2022 is comprised as follows:

OF SHARE-BASED COMPENSATION EXPENSES

and development expenses

and administrative expenses

share-based compensation

Research and development expenses

General and administrative

Total share-based compensation

LOSS ON SETTLEMENT

On May 24, 2023, the Company reached a settlement

agreement with an investor who made certain claims against the Company and was seeking monetary and injunctive relief, and against which

the Company had filed counterclaims.

Pursuant to the settlement agreement, the Company 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 claims that the Company and investor had or

may have had against each other.

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

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

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

Interest income

Interest expense

Change in fair value of warrant liability

( 5,928,528 )

( 2,972,285 )

( 16,384,676 )

Gain on government grant

Foreign exchange gain (loss)

Financial income (expenses),

$ ( 5,892,313 )

$ ( 2,317,236 )

$ ( 16,333,673 )

SUBSEQUENT EVENTS

On May 12, 2023, subsequent

to the reporting period, the Company successfully completed a strategic investment by Prevail Partners, LLC (“Prevail Partners”), in

accordance with a stock purchase agreement (“Agreement”) entered into between BriaCell and Prevail Partners.

Pursuant to the Agreement,

BriaCell issued 463,408 common shares (“Shares”) to Prevail Partners at a price per share of $ 8.63 , resulting in aggregate gross proceeds

of $ 4,000,000 .

May 24, 2023, the Company entered into an Arrangement Agreement (the “Arrangement Agreement”)

with BriaPro Therapeutics Corp., a British Columbia corporation and wholly-owned subsidiary

of the Company, which was incorporated on May 15, 2023 (“SpinCo”), pursuant to

which the Company will spin out certain of its pre-clinical pipeline assets, including Bria-TILsRx™

and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer

(collectively, the “SpinCo Assets”), to SpinCo by way of a court-approved statutory

plan of arrangement under Section 288 of the Business Corporations Act (British Columbia)

(the “Arrangement”).

to the Arrangement Agreement, SpinCo will acquire the entire right and interest in and to the SpinCo Assets in consideration for the

issuance by SpinCo to the Company of SpinCo common shares (the “ SpinCo Shares ”).

Under the terms of the Arrangement, for each common share of the Company held immediately prior to closing, shareholders shall receive

one (1) common share of SpinCo, and one (1) new common share of the Company having the same terms and characteristics as the existing

Company common shares.

SpinCo Shares issued to Company shareholders shall, in the aggregate, represent 33.33 % ownership of SpinCo Shares

upon closing of the Arrangement, with the Company initially retaining a 66.67 % ownership interest in SpinCo.

Company shareholders who

receive SpinCo Shares will ultimately own shares in both the Company and SpinCo.

Holders of existing Company warrants shall receive upon

exercise of each warrant, for the original exercise price:

one (1) Company common share and one (1) SpinCo Share for each Company common

share that was issuable upon exercise of the warrant.

the Arrangement, the Company’s common shares shall remain listed on NASDAQ and the TSX, and the Company’s public warrants

shall remain listed on NASDAQ.

SpinCo shall be an unlisted reporting issuer in Canada.

board of directors of the Company unanimously (a) determined that the Arrangement is in the best interests of the Company and fair, from

a financial point of view, to shareholders, (b) approved the Arrangement and the Arrangement Agreement, and (c) recommended that shareholders

vote in favor of the Arrangement at the special shareholder meeting described below.

determining to support the Arrangement, the Company’s board relied in part on the opinion of BDO Canada LLP that the consideration

to be received by BriaCell shareholders under the Arrangement is fair, from a financial point of view, to shareholders.

The Arrangement

requires approval by the Company’s shareholders at a special meeting of shareholders expected to be held in July 2023.

of the Arrangement must be obtained by a special resolution passed by a majority of not less than two-thirds of the votes cast by shareholders

who vote in respect of the resolution.

The Arrangement must also be approved by the TSX as well as the Supreme Court of British Columbia

(the “Court”).

An interim order of the Court will be applied for to prescribe certain procedural matters relating to the

special meeting of shareholders, followed by an application for a final order to approve the Arrangement after the special meeting of

shareholders.

to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Arrangement will be

completed by August 2023.

Conditions to closing include, inter alia, shareholder approval, required court orders and TSX and NASDAQ approvals.

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