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Item 9A. Controls and Procedures

2023-10-25 compared with 2022-10-28 · 1043 added, 1388 removed, 634 unchanged (79% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and

We maintain “disclosure controls and procedures,”

as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed

by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the

time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and

procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the

Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as

appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our

principal executive officer and principal accounting and financial officer, has evaluated the effectiveness of our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual

of Disclosure Controls and Procedures

maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that

are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange

Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including

our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

management, with the participation of our principal executive officer and principal accounting and financial officer, has evaluated the

effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act

of 1934 under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Annual

Report on Form 10-K.

Our management recognizes that any controls and procedures, no matter how

well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies

its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation, our principal

executive officer and principal accounting and financial officer have concluded that as of July 31, 2022, our disclosure controls and

procedures were not effective as of such date as a result of material weaknesses in our internal control over financial reporting.

Management’s Report on Internal Control

Over Financial Reporting

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).

Internal control

over financial reporting is a process designed under the supervision and with the participation of our management, including our principal

executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S..

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

Based on such evaluation, our principal executive officer and principal accounting

and financial officer have concluded that as of July 31, 2023, our disclosure controls and procedures were effective at the reasonable

assurance level.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the U.S.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective

can provide only reasonable assurance with respect to financial statement preparation and presentation.

As of July 31, 2022, under the supervision

and with the participation of our management, including our principal executive officer and principal financial officer, we

conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal

Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

this assessment, our management concluded that, as of July 31, 2022, our internal control over financial reporting lacked adequate

segregation of duties within account processes, and systems, inadequate documentation to evidence the operation of controls,

inconsistent procedures and approvals, lack of periodic user access reviews, lack of assessment of controls of financially

significant vendors and insufficient written policies and procedures for accounting, IT and financial

reporting and record keeping.

We are implementing plans to improve such internal control.

Changes in Internal Control Over Financial Reporting

There has been material changes in our internal control over

financial reporting during the quarter ended July 31, 2022 that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

Independent review and approval of transactions and reconciliations has been implemented in some processes by hiring

personnel and segregating duties amongst the team.

Management is implementing processes to document and retain evidence to support reviews

and reconciliations.

even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and

presentation.

of July 31, 2023, under the supervision and with the participation of our management, including our principal executive officer and principal

financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework

in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

All control deficiencies that contributed to the material weakness as at Jul 31, 2022 were found to be effectively remediated.

implemented the following remedial measures to address the material weakness which we tested and found to be operating effectively:

user access reviews of key applications

segregation of incompatible duties.

supporting transactions documented and evidence retained.

and quarterly checklists to keep track of the review performed for every key control and

to ensure the control was performed consistently.

documentation to evidence key review procedures including appropriate documentation of the

controls to compensate for the lack of SOC 1 reports of service organizations to cover the

entire fiscal year.

on this assessment, our management concluded that, as of July 31, 2023, our internal control over financial reporting was effective at

the reasonable assurance level.

in Internal Control Over Financial Reporting

has been no material changes in our internal control over financial reporting during the quarter ended July 31, 2023.

No change in our

internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter

ended July 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting,

except for our remediation efforts described above.

OTHER INFORMATION

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

Executive Officers, Directors and Key Employees

The following table sets forth the name, age and position

of each of our executive officers, key employees and directors as of October 27, 2022.

All directors hold office until the next annual

meeting of shareholders and the election and qualification of their successors.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Officers, Directors and Key Employees

following table sets forth the name, age and position of each of our executive officers, key employees and directors as of October 25,

All directors hold office until the next annual meeting of shareholders and the election and qualification of their successors.

Officers serve at the discretion of the board.

Williams, MD, FRCP

President, Chief Executive Officer, and Director

Gadi Levin, CA, MBA

Chief Financial Officer and Corporate Secretary

Giuseppe Del Priore, MD, MPH

Chief Medical Officer

Chief Executive Officer, and Director

Levin, CA, MBA

Financial Officer and Corporate Secretary

Del Priore, MD, MPH

Medical Officer

Lopez-Lago, PhD

Chief Scientific Officer

Jamieson Bondarenko, CFA, CMT

Chairman of the Board of Directors

Scientific Officer

Bondarenko, CFA, CMT

of the Board of Directors

Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC

Marc Lustig, MSC, MBA

Rebecca Taub, MD

Williams, MD , President, Chief Executive

Officer and Director, is a seasoned biopharmaceutical executive with over 35 years of industry and academic expertise, including significant

clinical management in multinational pharmaceutical companies.

Williams has served as President, Chief Executive Officer and Director

of the Company since November 1, 2016.

Williams served as Vice President of Exploratory Development at Incyte Corporation from March

2005 through November 2016.

There he facilitated entry of over 20 compounds into the clinic, including ruxolitinib (Jakafi), baricitinib

(Olumiant), and epacadostat.

Williams held several positions at GlaxoSmithKline Pharmaceuticals, including Head of Experimental Medicine

and Vice President of Clinical Pharmacology from December 2000 through March 2002;

Director and Head of Clinical Pharmacology, Oncology,

Musculoskeletal and Inflammation from March 2002 through December 2004 and Director and Head of Clinical Pharmacology, Musculoskeletal,

Inflammation, Gastrointestinal and Urology from December 2004 through March 2005.

He has also served as Assistant Professor of Medicine

and the Director of Rheumatology Research at the University of Pennsylvania from July 1991 through January 1998.

Williams earned his

BSc in Chemistry and Biotechnology from Massachusetts Institute of Technology and Medical Doctorate from Tufts University School of Medicine.

Lustig, MSC, MBA

Williams, MD , President, Chief Executive Officer and Director, is a seasoned biopharmaceutical executive with over 35 years of

industry and academic expertise, including significant clinical management in multinational pharmaceutical companies.

served as President, Chief Executive Officer and Director of the Company since November 1, 2016.

Williams served as Vice President

of Exploratory Development at Incyte Corporation from March 2005 through November 2016.

There he facilitated entry of over 20 compounds

into the clinic, including ruxolitinib (Jakafi), baricitinib (Olumiant), and epacadostat.

Williams held several positions at GlaxoSmithKline

Pharmaceuticals, including Head of Experimental Medicine and Vice President of Clinical Pharmacology from December 2000 through March

Director and Head of Clinical Pharmacology, Oncology, Musculoskeletal and Inflammation from March 2002 through December 2004 and

Director and Head of Clinical Pharmacology, Musculoskeletal, Inflammation, Gastrointestinal and Urology from December 2004 through March

He has also served as Assistant Professor of Medicine and the Director of Rheumatology Research at the University of Pennsylvania

from July 1991 through January 1998.

Williams earned his BSc in Chemistry and Biotechnology from Massachusetts Institute of Technology

and Medical Doctorate from Tufts University School of Medicine.

We believe that Dr.

Williams is qualified to serve as a member of our Board b ecause of his experience

as our President and Chief Executive Officer, as well as his depth of academic and industry experience.

Gadi Levin, CA, MBA , Chief Financial Officer

and Secretary, was appointed Chief Financial Officer and Secretary of the Company on February 1, 2016.

Levin has also served as Chief

Financial Officer and Director of Vaxil Bio Ltd since March 1, 2016, and as the Finance Director of Eco (Atlantic) Oil & Gas Ltd.

Williams is qualified to serve as a member of our

Board because of his experience as our President and Chief Executive Officer, as well as his depth of academic and industry experience.

Levin, CA, MBA , Chief Financial Officer and Secretary, was appointed Chief Financial Officer and Secretary of the Company on February

Levin has also served as Chief Financial Officer and Director of Vaxil Bio Ltd since March 1, 2016, and as the Finance Director

of Eco (Atlantic) Oil & Gas Ltd.

since December 1, 2016.

Levin has over 15 years of experience working with public U.S., Canadian and multi-jurisdictional public companies.

Levin has over 15 years of experience working with public U.S., Canadian

and multi-jurisdictional public companies.

Previously, Mr.

Levin served as Chief Financial Officer of DarioHeath Corp from November 2013 through January 2015.

Levin also served

as the Vice President of Finance and Chief Financial Officer for two Israeli investment firms specializing in private equity, hedge funds

and real estate.

Levin began his CPA career at the accounting firm Arthur Andersen, where he worked for nine years, specializing in

Levin served as Chief Financial Officer of DarioHeath Corp from November 2013

through January 2015.

Levin also served as the Vice President of Finance and Chief Financial Officer for two Israeli investment firms

specializing in private equity, hedge funds and real estate.

Levin began his CPA career at the accounting firm Arthur Andersen, where

he worked for nine years, specializing in U.S.

listed companies involved in initial public offerings.

Levin has a Bachelor of Commerce degree in Accounting and Information

Systems from the University of Cape Town, South Africa, and a post graduate diploma in Accounting from the University of South Africa.

He received his Chartered Accountant designation in South Africa and has an MBA from Bar Ilan University in Israel.

Giuseppe Del Priore, MD, MPH , Chief Medical

Officer, was appointed Chief Medical Officer on February 16, 2022.

Del Priore is a seasoned healthcare executive with over 25 years

of experience in research, drug development, and clinical trial management.

Del Priore’s prior work experience includes serving

as a biotechnology company Chief Medical Officer, a National Director at the Cancer Treatment Centers of America, and faculty at Indiana

University School of Medicine, Weill Cornell Medicine, and New York University School of Medicine.

Del Priore completed his MPH degree

in Biostatistics and Epidemiology at the University of Illinois Chicago School of Public Health, his medical degree with Distinction at

The State University of New York, and his BA, magna cum laude, in Philosophy, at The City University of New York, with additional training

at Memorial Sloan Kettering Cancer Center, The University of Chicago, Northwestern University, and the University of Rochester.

authored numerous publications, was named on several patents, and was listed as the “Best Doctors” by the U.S.

World Report.

Levin has a Bachelor of Commerce

degree in Accounting and Information Systems from the University of Cape Town, South Africa, and a post graduate diploma in Accounting

from the University of South Africa.

He received his Chartered Accountant designation in South Africa and has an MBA from Bar Ilan University

Del Priore, MD, MPH , Chief Medical Officer, was appointed Chief Medical Officer on February 16, 2022.

Del Priore is a seasoned

healthcare executive with over 25 years of experience in research, drug development, and clinical trial management.

prior work experience includes serving as a biotechnology company Chief Medical Officer, a National Director at the Cancer Treatment

Centers of America, and faculty at Indiana University School of Medicine, Weill Cornell Medicine, and New York University School of Medicine.

Del Priore completed his MPH degree in Biostatistics and Epidemiology at the University of Illinois Chicago School of Public Health,

his medical degree with Distinction at The State University of New York, and his BA, magna cum laude, in Philosophy, at The City University

of New York, with additional training at Memorial Sloan Kettering Cancer Center, The University of Chicago, Northwestern University,

and the University of Rochester.

He has authored numerous publications, was named on several patents, and was listed as the “Best

Doctors” by the U.S.

News & World Report.

He regularly appears in various media outlets as a Key Opinion Leader in oncology.

We believe that Dr.

Del Priore is qualified

to serve as Chief Medical Officer b ecause of his medical and clinical trial experience.

Lopez-Lago, PhD , Chief Scientific

Officer, was appointed Chief Scientific Officer on May 26, 2022, a promotion from his prior title of Senior Director, Research and Development.

Del Priore is qualified to serve as Chief Medical Officer because of his medical and clinical trial experience.

Lopez-Lago, PhD , Chief Scientific Officer, was appointed Chief Scientific Officer on May 26, 2022, a promotion from his prior

title of Senior Director, Research and Development.

Since 2000, Dr.

Lopez-Lago has been working as a cancer scientist at Memorial Sloan Kettering Cancer Center, New York.

Specifically, he

has investigated various aspects of tumor biology, including the development of targeted therapies for mesothelioma and the characterization

of the biological mechanisms underlying cancer metastasis.

Lopez-Lago has been working as a cancer scientist at Memorial Sloan

Kettering Cancer Center, New York.

Specifically, he has investigated various aspects of tumor biology, including the development of targeted

therapies for mesothelioma and the characterization of the biological mechanisms underlying cancer metastasis.

More recently, Dr.

Lopez-Lago has been interested in the study of the tumor

immune-microenvironment and in the development of immunotherapies for thoracic cancers using chimeric antigen receptor T cell technologies.

has been interested in the study of the tumor immune-microenvironment and in the development of immunotherapies for thoracic cancers

using chimeric antigen receptor T cell technologies.

Since 2013, Dr.

Lopez-Lago has been working as Senior Research Scientist at MSKCC.

Lopez-Lago received his Bachelor of Science in

Bio-Sciences and his doctorate in Molecular Biology from Santiago of Compostela University, Spain.

Lopez-Lago received his Bachelor of Science in Bio-Sciences and his doctorate in Molecular Biology from Santiago of Compostela University,

We believe that Dr.

Lopez-Lago is qualified

to serve as Chief Scientific Officer b ecause of his scientific training, especially in immunology

and cellular therapies.

Jamieson Bondarenko , CFA, CMT , Chairman

of the Board, was appointed as a Director of the Company on February 12, 2019 and elected as Chairman on April 24, 2019.

provides strategic capital markets & corporate development advice to early-stage life sciences companies through his merchant capital

company, JGRNT Capital Corp., a company he founded in November 2016.

From December 2016 through October 2017, he served as Principal and

Managing Director of the Equity Capital Markets group of Eight Capital.

He also held several positions in the Capital Markets division

of Dundee Securities Ltd., including Managing Director from July 2016 through December 2016, Director from October 2015 through July 2016,

Vice President from December 2012 through October 2015 and Associate from February 2010 through December 2012.

Lopez-Lago is qualified to serve as Chief Scientific Officer because of his scientific training, especially

in immunology and cellular therapies.

Bondarenko , CFA, CMT , Chairman of the Board, was appointed as a Director of the Company on February 12, 2019 and elected as

Chairman on April 24, 2019.

Bondarenko provides strategic capital markets & corporate development advice to early-stage life

sciences companies through his merchant capital company, JGRNT Capital Corp., a company he founded in November 2016.

From December 2016

through October 2017, he served as Principal and Managing Director of the Equity Capital Markets group of Eight Capital.

several positions in the Capital Markets division of Dundee Securities Ltd., including Managing Director from July 2016 through December

2016, Director from October 2015 through July 2016, Vice President from December 2012 through October 2015 and Associate from February

2010 through December 2012.

We believe that Mr.

is qualified to serve as a member of our Board b ecause of his industry-specific and capital markets

Embro-Pantalony, MBA, FCPA, FCMA, CDIR,

ACC , Director, has been a Director of the Company since his appointment on March 18, 2019.

In February 2018, he joined the Board of

Directors of Soricimed Biopharma Inc., a private clinical-stage biopharma company developing targeted cancer therapies, and in August

2018 he was appointed Chairman of the Board of Soricimed, where he continues to serve in this capacity.

He is also a Director of Microbix

Biosystems Inc., a public company and leading manufacturer of viral and bacterial antigens and reagents for the global diagnostics industry.

He originally joined the Microbix Board in February 2007, and he also served as its President and Chief Executive Officer from November

2012 to July 2017.

He is President of Stratpath Management Inc., consulting on strategy and governance to the life sciences sector.

has held other executive positions in life sciences with responsibility for finance, business development, strategic planning and information

technology, including Vice President, Finance, and Chief Financial Officer of Novopharm Limited from May 2003 through April 2006;

President, Information Technology, and Chief Information Officer of Bayer Inc.

from July 1999 through April 2003;

Vice President, Finance

and Administration of Bayer Healthcare from October 1996 through June 1999;

and Director, Finance and Administration and Chief Financial

Officer of Zeneca Pharma Inc.

Bondarenko is qualified to serve as a member of our Board because of his industry-specific

and capital markets experience.

Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC , Director, has been a Director of the Company since his appointment on March 18, 2019.

In February 2018, he joined the Board of Directors of Soricimed Biopharma Inc., a private clinical-stage biopharma company developing

targeted cancer therapies, and in August 2018 he was appointed Chairman of the Board of Soricimed, where he continues to serve in this

He is also a Director of Microbix Biosystems Inc., a public company and leading manufacturer of viral and bacterial antigens

and reagents for the global diagnostis industry.

He originally joined the Microbix Board in February 2007, and he also served as its

President and Chief Executive Officer from November 2012 to July 2017.

He is President of Stratpath Management Inc., consulting on strategy

and governance to the life sciences sector.

He has held other executive positions in life sciences with responsibility for finance, business

development, strategic planning and information technology, including Vice President, Finance, and Chief Financial Officer of Novopharm

Limited from May 2003 through April 2006;

Vice President, Information Technology, and Chief Information Officer of Bayer Inc.

1999 through April 2003;

Vice President, Finance and Administration of Bayer Healthcare from October 1996 through June 1999;

and Director,

Finance and Administration and Chief Financial Officer of Zeneca Pharma Inc.

from March 1995 through August 1996.

He received his bachelor’s degree from Wilfrid Laurier University

and his master of business administration degree from University of Windsor.

He is a Fellow Chartered Professional Accountant and a Chartered

Dir.) and is Audit Committee Certified (A.C.C.) through the Directors College, McMaster University.

He received his bachelor’s

degree from Wilfrid Laurier University and his master of business administration degree from University of Windsor.

He is a Fellow Chartered

Professional Accountant and a Chartered Director (C.

Dir.) and is Audit Committee Certified (A.C.C.) through the Directors College, McMaster

We believe that Mr.

Embro-Pantalony

is qualified to serve as a member of our Board due to his extensive experience as a pharmaceutical and life sciences executive.

Marc Lustig, Director, was appointed to the

Company’s Board on September 1, 2021.

Lustig is a highly regarded investor, entrepreneur, and corporate finance veteran with

a deep understanding of the life sciences industry, including biotechnology and pharmaceuticals, as well as the legal cannabis industry.

Embro-Pantalony is qualified to serve as a member of our Board due to his extensive experience as a pharmaceutical

and life sciences executive.

Lustig, Director, was appointed to the Company’s Board on September 1, 2021.

Lustig is a highly regarded investor, entrepreneur,

and corporate finance veteran with a deep understanding of the life sciences industry, including biotechnology and pharmaceuticals, as

well as the legal cannabis industry.

He holds MSc and MBA degrees from McGill University.

His professional experience includes working at Merck & Co., and his capital

markets career includes roles in biotechnology equity research and corporate finance.

Lustig was the founder and CEO of Origin House,

which was sold to Cresco Labs Inc.

CRLBF) in 2020, where he currently serves as a director and as Head of Capital Markets.

In addition to being a director of a number of public companies, he founded the Lustig Family Medical Cannabis Research & Care Fund

of the Cedars Cancer Foundation that provides cannabis to palliative cancer patients.

His professional experience includes working

at Merck & Co., and his capital markets career includes roles in biotechnology equity research and corporate finance.

was the founder and CEO of Origin House, which was sold to Cresco Labs Inc.

CRLBF) in 2020, where he currently serves

as a director and as Head of Capital Markets.

In addition to being a director of a number of public companies, he founded the Lustig

Family Medical Cannabis Research & Care Fund of the Cedars Cancer Foundation that provides cannabis to palliative cancer patients.

We believe that Mr.

Lustig is qualified to serve

as a member of our Board b ecause of his industry-specific and capital markets experience.

Martin Schmieg , Director, rejoined the Company’s

Board on November 24, 2020.

Having served as a member of BriaCell’s Board from 2016 to March 2019, Mr.

Schmieg is a “C”

level executive with a diversified background in the global biotech, med-tech and pharmaceutical industries, with 40 years of business

He currently serves as Co-Founder and CEO of ClearIt, LLC, a private company based in Massachusetts.

As a hands-on leader,

Schmieg’s early career focused on accounting and financial management responsibilities, serving as Chief Financial Officer to

privately held Cytometrics, Inc.

Lustig is qualified to serve as a member of our Board because of his industry-specific and capital markets experience.

Schmieg , Director, rejoined the Company’s Board on November 24, 2020.

Having served as a member of BriaCell’s Board from

2016 to March 2019, Mr.

Schmieg is a “C” level executive with 30 years of business experience and a diversified background

in the global biotech, med-tech and pharmaceutical industries.

He currently serves as Co-Founder, Chief Operating and Financial Officer

of Clear Intradermal Technologies, Inc.

(formerly, ClearIt LLC), a private company based in Texas.

As a hands-on leader, Mr.

early career focused on accounting and financial management responsibilities, serving as Chief Financial Officer to privately held Cytometrics,

and Advanced Bionics Corporation, and publicly traded Sirna Therapeutics, Inc.

and Isolagen, Inc.

believe that Mr.

Schmeig is qualified to serve as a member of our Board b ecause of his long-term

familiarity with the Company and his perspective and experience in relevant industries.

Rebecca Taub, MD , Director, has been a Director

of the Company since her appointment on March 18, 2019.

Taub currently serves as the President of Research and Development for Madrigal

Pharmaceuticals, a clinical-stage biopharmaceutical company.

She previously served as Vice President of Research and Development from

July 2016 through her recent promotion to President of Research and Development on June 27, 2019.

She has also served as Madrigal’s

Chief Medical Officer since July 2016.

Taub served as the CEO and a Director of Madrigal from September 2011 through Madrigal’s

merger with Synta Pharmaceuticals Corp.

We believe that Mr.

qualified to serve as a member of our Board because of his long-term familiarity with the Company and his perspective and experience

in relevant industries.

Taub, MD , Director, has been a Director of the Company since her appointment on March 18, 2019.

Taub currently serves as the

President of Research and Development for Madrigal Pharmaceuticals, a clinical-stage biopharmaceutical company.

She previously served

as Vice President of Research and Development from July 2016 through her recent promotion to President of Research and Development on

June 27, 2019.

She has also served as Madrigal’s Chief Medical Officer since July 2016.

Taub served as the CEO and a Director

of Madrigal from September 2011 through Madrigal’s merger with Synta Pharmaceuticals Corp.

in July 2016.

Prior to joining Madrigal, Dr.

Taub served as Senior Vice President, Research and

Development of VIA Pharmaceuticals from 2008 to 2011 and as Vice President, Research, Metabolic Diseases at Hoffmann-LaRoche from 2004

Prior to joining Madrigal,

Taub served as Senior Vice President, Research and Development of VIA Pharmaceuticals from 2008 to 2011 and as Vice President, Research,

Metabolic Diseases at Hoffmann-LaRoche from 2004 to 2008.

In those positions, Dr.

Taub oversaw clinical development and drug discovery programs in cardiovascular and metabolic diseases,

including the conduct of a series of Phase I and II proof of conduct clinical trials.

Taub led drug discovery programs, including

target identification, lead optimization and advancement of preclinical candidates into clinical development.

From 2000 through 2003,

Taub oversaw clinical development and drug discovery

programs in cardiovascular and metabolic diseases, including the conduct of a series of Phase I and II proof of conduct clinical trials.

Taub led drug discovery programs, including target identification, lead optimization and advancement of preclinical candidates into

clinical development.

From 2000 through 2003, Dr.

Taub worked at Bristol-Myers Squibb Co.

and DuPont Pharmaceutical Company, in a variety of positions, including Executive Director

of CNS and metabolic diseases research.

and DuPont Pharmaceutical Company, in a variety

of positions, including Executive Director of CNS and metabolic diseases research.

Before becoming a pharmaceutical executive, Dr.

Taub was a tenured Professor of Genetics and Medicine

at the University of Pennsylvania, and remains an adjunct professor.

Taub is the author of more than 120 research articles.

joining the faculty of the University of Pennsylvania, Dr.

Taub served as an Assistant Professor at the Joslin Diabetes Center of Harvard

Medical School, Harvard University and an associate investigator with the Howard Hughes Medical Institute.

was a tenured Professor of Genetics and Medicine at the University of Pennsylvania, and remains an adjunct professor.

author of more than 120 research articles.

Before joining the faculty of the University of Pennsylvania, Dr.

Taub served as an Assistant

Professor at the Joslin Diabetes Center of Harvard Medical School, Harvard University and an associate investigator with the Howard Hughes

Medical Institute.

Taub received her M.D.

1 unchanged sentence

from Yale College.

We believe that Dr.

Taub is qualified to serve as a member of

our Board due to her extensive experience as a pharmaceutical executive heading up major development programs in non-alcoholic steatohepatitis.

Jane Gross, Director, was appointed to the

Company’s Board in November 2021.

Gross is a highly experienced biotech executive with

over 30 years in leading research and development teams from discovery through preclinical evaluation and clinical development of therapeutics

for the treatment of cancer and autoimmune and inflammatory diseases.

Gross currently serves as an Independent Director for aTyr Pharmaceuticals

LIFE), a biotechnology company developing novel therapeutics for respiratory diseases and multiple cancer indications.

experience includes roles as Chief Scientific Officer and SVP, Research and Non-Clinical Development at Aptevo Therapeutics (Nasdaq:

during which she led the discovery of novel antibody-based, bispecific protein therapeutics as immunotherapies to treat diseases like

We believe that

Taub is qualified to serve as a member of our Board due to her extensive experience as a pharmaceutical executive heading up major

development programs in non-alcoholic steatohepatitis.

Gross, Director, was appointed to the Company’s Board in November 2021.

Gross is a highly experienced biotech executive

with over 30 years in leading research and development teams from discovery through preclinical evaluation and clinical development of

therapeutics for the treatment of cancer and autoimmune and inflammatory diseases.

Gross currently serves as an Independent Director

for aTyr Pharmaceuticals (Nasdaq:

LIFE), a biotechnology company developing novel therapeutics for respiratory diseases and multiple

cancer indications.

Gross’s experience includes roles as Chief Scientific Officer and SVP, Research and Non-Clinical Development

at Aptevo Therapeutics (Nasdaq:

APVO), during which she led the discovery of novel antibody-based, bispecific protein therapeutics as

immunotherapies to treat diseases like cancer.

Previously, Dr.

Gross served as VP, Applied Research and Non-Clinical Development at Emergent BioSolutions (NYSE:

which she successfully introduced a drug to patients from the design stage into the clinic stage.

Formerly, as VP, Immunology Research

at ZymoGenetics, Dr.

Gross discovered and developed 30+ new product candidates, completed partnerships and out-licensing of assets, and

helped position ZymoGenetics for a successful acquisition by Bristol Myers Squibb (NYSE:

Gross served as VP, Applied Research and Non-Clinical Development at Emergent

BioSolutions (NYSE:

EBS), during which she successfully introduced a drug to patients from the design stage into the clinic stage.

as VP, Immunology Research at ZymoGenetics, Dr.

Gross discovered and developed 30+ new product candidates, completed partnerships and

out-licensing of assets, and helped position ZymoGenetics for a successful acquisition by Bristol Myers Squibb (NYSE:

BMY) in 2010.

Gross earned her Ph.D.

in Immunology

from the University of California, Berkeley and her Post-Doctoral Fellowship from the University of Washington in Immunology.

believe that Dr.

Gross is qualified to serve as a member of our Board due to her extensive industry experience and academic background.

Family Relationships and Other Arrangements

There are no family relationships among our directors

and executive officers.

There are no arrangements or understandings between or among our executive officers and directors pursuant to

which any director or executive officer was or is to be selected as a director or executive officer.

Composition of our Board 6

in Immunology from the University of California, Berkeley and her Post-Doctoral Fellowship from the University

of Washington in Immunology.

We believe that Dr.

Gross is qualified to serve as a member of our Board due to her extensive industry experience

and academic background.

Relationships and Other Arrangements

are no family relationships among our directors and executive officers.

There are no arrangements or understandings between or among

our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive

our amended articles of incorporation, our Board consists of a minimum of three directors and up to that number which was last set by

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(British Columbia) (“BCBCA”), as a reporting issuer, we must have no fewer than three directors.

Under the BCBCA, a

director may be removed with or without cause by a resolution passed by at least two-thirds of the votes cast by shareholders present

in person or by proxy at a meeting and who are entitled to vote.

The directors are appointed at the annual general meeting of shareholders

and the term of office for each of the directors will expire at the time of our next annual shareholders meeting.

Our amended articles

of incorporation provide that, between annual general meetings of our shareholders, the directors may appoint one or more additional directors,

Under the BCBCA, a director

may be removed with or without cause by a resolution passed by at least two-thirds of the votes cast by shareholders present in person

or by proxy at a meeting and who are entitled to vote.

The directors are appointed at the annual general meeting of shareholders and

the term of office for each of the directors will expire at the time of our next annual shareholders meeting.

Our amended articles of

incorporation provide that, between annual general meetings of our shareholders, the directors may appoint one or more additional directors,

but the number of additional directors may not at any time exceed one-third of the number of directors who held office at the expiration

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defined in the BCBCA.

Director Term Limits and Other Mechanisms of Board Renewal

has not adopted director term limits or other automatic mechanisms of Board renewal.

Term Limits and Other Mechanisms of Board Renewal

Board has not adopted director term limits or other automatic mechanisms of Board renewal.

Rather than adopting formal term limits, mandatory

4 unchanged sentences

and contribution, and reports evaluation results to our Board on a regular basis.

Director Independence

the Nasdaq Rules, independent directors must comprise a majority of a listed company’s board of directors.

For purposes of the Nasdaq

Rules, an independent director means a person other than an executive officer or employee of the company who, in the opinion of the board

of directors, has no relationship with the company that would interfere with the exercise of independent judgment in carrying out the

responsibilities of a director.

Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning

of Section 1.4 of National Instrument 52-110— Audit Committees .

Section 1.4 of NI 52-110 generally provides that a director

is independent if he or she has no direct or indirect relationship with the issuer which could, in the view of the issuer’s board

of directors, be reasonably expected to interfere with the exercise of the director’s independent judgment.

For purposes of the

Nasdaq Rules, an independent director means a person other than an executive officer or employee of the company who, in the opinion of

the board of directors, has no relationship with the company that would interfere with the exercise of independent judgment in carrying

out the responsibilities of a director.

Under NI 58-101, a director is considered to be independent if he or she is independent within

the meaning of Section 1.4 of National Instrument 52-110— Audit Committees .

Section 1.4 of NI 52-110 generally provides that

a director is independent if he or she has no direct or indirect relationship with the issuer which could, in the view of the issuer’s

board of directors, be reasonably expected to interfere with the exercise of the director’s independent judgment.

Board has undertaken a review of the independence of each director.

Based on information provided by each director concerning his or her

background, employment and affiliations, our Board has determined that Dr.

Based on information provided by each director concerning his or

her background, employment and affiliations, our Board has determined that Dr.

Embro-Pantalony, Mr.

Schmieg, and Mr.

Bondarenko, representing five of the seven members of our Board, are “independent” as that term is defined under the Nasdaq

In making this determination, our Board considered the current and prior relationships that each non-employee director has with

our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial

ownership of our shares by each non-employee director.

Williams is not independent by virtue of being the Company’s Chief Executive

Bondarenko, representing five of the seven members of our Board, are “independent” as that term is defined under the

Nasdaq Rules.

In making this determination, our Board considered the current and prior relationships that each non-employee director

has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the

beneficial ownership of our shares by each non-employee director.

Williams is not independent by virtue of being the Company’s

Chief Executive Officer.

Lustig is not independent by virtue of being a significant securityholder of the Company.

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but is kept informed of other public directorships held by its members.

Mandate of the Board

is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight to management.

of the Board of Directors

Board is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight

to management.

Our Board’s mandate includes, among other things, the following matters:

succession planning, including appointing, training and monitoring senior management;

developing the corporate goals and objectives that management is responsible for meeting and reviewing the performance of our senior officers against such corporate goals and objectives;

taking steps to satisfy itself as to the integrity of our executive officers and that our executive officers create a culture of integrity throughout the organization;

reviewing and approving our code of conduct and reviewing and monitoring compliance with the code of conduct and our enterprise risk management processes;

reviewing and approving management’s strategic and business plans and our financial objectives, plans and actions, including significant capital allocations and expenditures;

reviewing and approving material transactions not in the ordinary course of business.

Meetings of Independent

holds regularly-scheduled quarterly meetings as well as ad hoc meetings from time to time.

The independent members of our Board

also meet, as required, without the non-independent directors and members of management after each regularly scheduled board meeting.

who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose such interest

as soon as the director becomes aware of it.

In situations where a director has a material interest in a matter to be considered by our

Board or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting while discussions

and voting with respect to the matter are taking place.

Directors are also required to comply with the relevant provisions of the BCBCA

regarding conflicts of interest.

Position Descriptions

has adopted written terms of reference for the chairman which set out his or her key responsibilities, including duties relating to determining

the frequency, dates and locations of meetings and setting Board meeting agendas, chairing Board and shareholder meetings and carrying

out any other or special assignments or any functions as may be requested by our Board or management, as appropriate.

has also adopted written terms of reference for each of the committee chairs which set out each of the committee chair’s key responsibilities,

including duties relating to determining the frequency, dates and locations of meetings and setting committee meeting agendas, chairing

committee meetings, reporting to our Board and carrying out any other special assignments or any functions as may be requested by our

our Board, in conjunction with our Chief Executive Officer, will develop and implement a written position description for the role of

our Chief Executive Officer.

Orientation and Continuing

implemented an orientation program for new directors under which a new director meets separately with the chairman of our Board, members

of the senior executive team and the secretary.

The nominating

and corporate governance committee will be responsible for coordinating orientation and continuing director development programs relating

to the committee’s mandate.

The chairman of our Board will be responsible for overseeing director continuing education designed

to maintain or enhance the skills and abilities of our directors and to ensure that their knowledge and understanding of our business

remains current.

Code of Conduct

of directors has adopted a Code of Ethics that applies to all of our directors, officers and employees.

We have made the Code of Ethics

available on our website https://briacell.com/corporate/corporate-governance/.

We intend to disclose future amendments to, or waivers

of, our Code of Ethics, as and to the extent required by SEC regulations, at the same location on our website identified above or in public

Monitoring Compliance

with the Code of Conduct

Our nominating

and corporate governance committee will be responsible for reviewing and evaluating the code of conduct at least annually and will recommend

any necessary or appropriate changes to our Board for consideration.

The nominating and corporate governance committee will assist our

Board with the monitoring of compliance with the code of conduct, and will be responsible for considering any waivers therefrom (other

than waivers applicable to members of the nominating and corporate governance committee, which shall be considered by the audit committee,

or waivers applicable to our directors or executive officers, which shall be subject to review by our Board as a whole).

Requirement for Directors

and Officers to Disclose Interest in a Contract or Transaction

In accordance

with the BCBCA, each director and officer must disclose the nature and extent of any interest that he or she has in a material contract

or material transaction whether made or proposed with us, if the director or officer is a party to the contract or transaction, is a director

or an officer or an individual acting in a similar capacity of a party to the contract or transaction, or has a material interest in a

party to the contract or transaction.

Subject to certain limited exceptions under the BCBCA, no director may vote on a resolution to approve

a material contract or material transaction which is subject to such disclosure requirement.

the date hereof, except as otherwise disclosed in this Annual Report on Form 10-K, to the knowledge of the Board or the management of

the Company, there are no material interests, whether direct or indirect, of any informed person of the Company, any proposed director

of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of

the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially

planning, including appointing, training and monitoring senior management;

the corporate goals and objectives that management is responsible for meeting and reviewing the performance of our senior officers

against such corporate goals and objectives;

steps to satisfy itself as to the integrity of our executive officers and that our executive officers create a culture of integrity

throughout the organization;

and approving our code of conduct and reviewing and monitoring compliance with the code of conduct and our enterprise risk management

and approving management’s strategic and business plans and our financial objectives, plans and actions, including significant

capital allocations and expenditures;

and approving material transactions not in the ordinary course of business.

of Independent Directors

Board holds regularly-scheduled quarterly meetings as well as ad hoc meetings from time to time.

The independent members of our

Board also meet, as required, without the non-independent directors and members of management after each regularly scheduled board meeting.

director who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose

such interest as soon as the director becomes aware of it.

In situations where a director has a material interest in a matter to be considered

by our Board or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting

while discussions and voting with respect to the matter are taking place.

Directors are also required to comply with the relevant provisions

of the BCBCA regarding conflicts of interest.

Board has adopted written terms of reference for the chairman which set out his or her key responsibilities, including duties relating

to determining the frequency, dates and locations of meetings and setting Board meeting agendas, chairing Board and shareholder meetings

and carrying out any other or special assignments or any functions as may be requested by our Board or management, as appropriate.

Board has also adopted written terms of reference for each of the committee chairs which set out each of the committee chair’s

key responsibilities, including duties relating to determining the frequency, dates and locations of meetings and setting committee meeting

agendas, chairing committee meetings, reporting to our Board and carrying out any other special assignments or any functions as may be

requested by our Board.

addition, our Board, in conjunction with our Chief Executive Officer, will develop and implement a written position description for the

role of our Chief Executive Officer.

and Continuing Education

have implemented an orientation program for new directors under which a new director meets separately with the chairman of our Board,

members of the senior executive team and the secretary.

nominating and corporate governance committee will be responsible for coordinating orientation and continuing director development programs

relating to the committee’s mandate.

The chairman of our Board will be responsible for overseeing director continuing education

designed to maintain or enhance the skills and abilities of our directors and to ensure that their knowledge and understanding of our

business remains current.

board of directors has adopted a Code of Ethics that applies to all of our directors, officers and employees.

We have made the Code of

Ethics available on our website https://briacell.com/corporate/corporate-governance/.

We intend to disclose future amendments to, or

waivers of, our Code of Ethics, as and to the extent required by SEC regulations, at the same location on our website identified above

or in public filings.

Compliance with the Code of Conduct

nominating and corporate governance committee will be responsible for reviewing and evaluating the code of conduct at least annually

and will recommend any necessary or appropriate changes to our Board for consideration.

The nominating and corporate governance committee

will assist our Board with the monitoring of compliance with the code of conduct, and will be responsible for considering any waivers

therefrom (other than waivers applicable to members of the nominating and corporate governance committee, which shall be considered by

the audit committee, or waivers applicable to our directors or executive officers, which shall be subject to review by our Board as a

for Directors and Officers to Disclose Interest in a Contract or Transaction

accordance with the BCBCA, each director and officer must disclose the nature and extent of any interest that he or she has in a material

contract or material transaction whether made or proposed with us, if the director or officer is a party to the contract or transaction,

is a director or an officer or an individual acting in a similar capacity of a party to the contract or transaction, or has a material

interest in a party to the contract or transaction.

Subject to certain limited exceptions under the BCBCA, no director may vote on a

resolution to approve a material contract or material transaction which is subject to such disclosure requirement.

of the date hereof, except as otherwise disclosed in this Annual Report on Form 10-K, to the knowledge of the Board or the management

of the Company, there are no material interests, whether direct or indirect, of any informed person of the Company, any proposed director

of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement

of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially

affect the Company of any of its subsidiaries.

Benefits upon Termination

of Employment

contracts with our directors do not provide for any benefits upon termination of employment, other than a “tail” directors

and officers insurance policy.

Complaint Reporting

to foster a climate of openness and honesty in which any concern or complaint pertaining to a suspected violation of the law, our code

of conduct or any of our policies, or any unethical or questionable act or behavior, our code of conduct will require that our employees

upon Termination of Employment

service contracts with our directors do not provide for any benefits upon termination of employment, other than a “tail”

directors and officers insurance policy.

order to foster a climate of openness and honesty in which any concern or complaint pertaining to a suspected violation of the law, our

code of conduct or any of our policies, or any unethical or questionable act or behavior, our code of conduct will require that our employees

promptly report the violation or suspected violation.

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that are aimed to facilitate confidential, anonymous submissions of complaints by our directors, officers, employees and others.

Committees of the Board

have an audit committee, a compensation committee and a nominating and corporate governance committee, with each committee having a written

Audit Committee

Committee is currently comprised of Vaughn C.

currently have an audit committee, a compensation committee and a nominating and corporate governance committee, with each committee

having a written charter.

Audit Committee is currently comprised of Vaughn C.

Embro-Pantalony, Martin Schmieg and Jane A.

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by Rule 10A-3 under the Exchange Act.

adopted an Audit Committee Charter setting forth the purpose, composition, authority and responsibility of the audit committee.

function of the audit committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial

reports and other financial information provided by the company to regulatory authorities and the Company’s shareholders, the Company’s

systems of internal controls regarding finance and accounting and the Company auditing, accounting and financial reporting processes.

Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, Company’s

policies, procedures and practices at all levels.

have adopted an Audit Committee Charter setting forth the purpose, composition, authority and responsibility of the audit committee.

The primary function of the audit committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing

the financial reports and other financial information provided by the company to regulatory authorities and the Company’s shareholders,

the Company’s systems of internal controls regarding finance and accounting and the Company auditing, accounting and financial

reporting processes.

Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence

to, Company’s policies, procedures and practices at all levels.

The Committee’s primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review Company’s financial statements;

Review and appraise the performance of the Company’s external auditors;

Provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board.

Committee meets at least annually, or more frequently as circumstances dictate.

As part of its job to foster open communication, the Audit

Committee meets at least annually with the external auditors.

its responsibilities and duties, the Audit Committee:

Reviews and updates the Audit Committee’s charter annually;

Reviews the Company’s financial statements, Management Discussion & Analysis and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors;

Reviews annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company;

Obtains annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard I;

Reviews and discusses with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors;

Takes, or recommends that the full Board takes, appropriate action to oversee the independence of the external auditors;

Recommends to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;

Reviews and approves the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company;

Reviews and pre-approves all audit and audit-related services and the fees and other compensation related thereto;

In consultation with the external auditors, reviews with management the integrity of the Company’s financial reporting process, both internal and external;

Considers the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting;

Considers and approves, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management;

Reviews significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments;

Following completion of the annual audit, reviews separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;

Reviews any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;

Reviews with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented;

Reviews any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

Reviews certification process;

Reviews any related-party transactions.

Principal Accountant’s

External Audit Service Fees

The following table sets forth

the aggregate fees paid to the Company’s external auditors, Chartered Professional Accountants, by the Company during the financial

years ended July 31, 2022 and 2021:

as an independent and objective party to monitor the Company’s financial reporting and internal control system and review Company’s

financial statements;

and appraise the performance of the Company’s external auditors;

an open avenue of communication among the Company’s auditors, financial and senior management and the Board.

the year ended July 31, 2023, the Audit Committee held 5 meetings in person or through conference calls.

As part of its job to foster

open communication, the Audit Committee meets at least annually with the external auditors.

fulfill its responsibilities and duties, the Audit Committee:

and updates the Audit Committee’s charter annually;

the Company’s financial statements, Management Discussion & Analysis and any annual and interim earnings, press releases

before the Company publicly discloses this information and any reports or other financial information (including quarterly financial

statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review

rendered by the external auditors;

annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives

of the shareholders of the Company;

annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company,

consistent with Independence Standards Board Standard I;

and discusses with the external auditors any disclosed relationships or services that may impact the objectivity and independence

of the external auditors;

or recommends that the full Board takes, appropriate action to oversee the independence of the external auditors;

to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;

and approves the Company’s hiring policies regarding partners, employees and former partners and employees of the present and

former external auditors of the Company;

and pre-approves all audit and audit-related services and the fees and other compensation related thereto;

consultation with the external auditors, reviews with management the integrity of the Company’s financial reporting process,

both internal and external;

the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied

in its financial reporting;

and approves, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the

external auditors and management;

significant judgments made by management in the preparation of the financial statements and the view of the external auditors as

to appropriateness of such judgments;

completion of the annual audit, reviews separately with management and the external auditors any significant difficulties encountered

during the course of the audit, including any restrictions on the scope of work or access to required information;

any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;

with the external auditors and management the extent to which changes and improvements in financial or accounting practices have

been implemented;

any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

certification process;

any related-party transactions.

Accountant’s Fees

Audit Service Fees

following table sets forth the aggregate fees paid to the Company’s external auditors, Chartered Professional Accountants, by the

Company during the financial years ended July 31, 2023 and 2022:

July 31, 2023

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All Other Fees

Compensation Committee 7

Our compensation

committee is comprised of Mr.

compensation committee is comprised of Mr.

Embro-Pantalony and Mr.

Schmieg and is chaired by Mr.

The Compensation Committee is appointed by

the Board to assist in promoting a culture of integrity throughout the Company, to assist the Board in setting director and senior executive

compensation, and to develop and submit to the Board recommendations with respect to other employee benefits as the Compensation Committee

The Compensation Committee

is appointed by the Board to assist in promoting a culture of integrity throughout the Company, to assist the Board in setting director

and senior executive compensation, and to develop and submit to the Board recommendations with respect to other employee benefits as

the Compensation Committee sees fit.

In the performance of its duties, the Compensation Committee is guided by the following principles:

offering competitive compensation to attract, retain and motivate highly qualified executives in order for the Company to meet its goals;

acting in the interests of the Company and the shareholders by being fiscally responsible.

The Board relies on the knowledge

and experience of the members of the Compensation Committee to set appropriate levels of compensation for senior officers.

Company nor the Compensation Committee currently has, or has had at any time since incorporation, any contractual arrangement with any

executive compensation consultant who has a role in determining or recommending the amount or form of senior officer compensation.

competitive compensation to attract, retain and motivate highly qualified executives in order for the Company to meet its goals;

in the interests of the Company and the shareholders by being fiscally responsible.

Board relies on the knowledge and experience of the members of the Compensation Committee to set appropriate levels of compensation for

senior officers.

Neither the Company nor the Compensation Committee currently has, or has had at any time since incorporation, any contractual

arrangement with any executive compensation consultant who has a role in determining or recommending the amount or form of senior officer

compensation.

determining compensation payable, the Compensation Committee considers both external and internal data.

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achieving its objectives.

Nominating and Corporate

Governance Committee

The Nominating

and Corporate Governance Committee is appointed by the Board to assist in fulfilling its corporate governance responsibilities under applicable

The Nominating and Corporate Governance Committee is responsible for, among other things, developing the Company’s approach

to governance issues and establishing sound corporate governance practices that are in the interests of shareholders and that contribute

to effective and efficient decision-making.

Our Nominating

and Corporate Governance Committee is currently comprised of Mr.

Embro-Pantalony and Dr.

During the year ended July 31, 2023, the Compensation Committee held four meetings in person or through conference

and Corporate Governance Committee

Nominating and Corporate Governance Committee is appointed by the Board to assist in fulfilling its corporate governance responsibilities

under applicable laws.

The Nominating and Corporate Governance Committee is responsible for, among other things, developing the Company’s

approach to governance issues and establishing sound corporate governance practices that are in the interests of shareholders and that

contribute to effective and efficient decision-making.

Nominating and Corporate Governance Committee is currently comprised of Mr.

Marc Lustig and Dr.

Taub and is chaired by Mr.

Embro-Pantalony.

Exculpation, Insurance and Indemnification of Directors

During the year ended July 31, 2023, the Nominating and Corporate Governance Committee held one meeting in person.

Insurance and Indemnification of Directors and Officers

the BCBCA, a company may indemnify:

1 unchanged sentence

(ii) a current or former director or

officer of another corporation if, at the time such individual held such office, the corporation was an affiliate of the company, or if

such individual held such office at the company’s request;

or (iii) an individual who, at the request of the company, held, or holds,

an equivalent position in another entity (an “ indemnifiable person ”) against all costs, charges and expenses, including

officer of another corporation if, at the time such individual held such office, the corporation was an affiliate of the company, or

if such individual held such office at the company’s request;

or (iii) an individual who, at the request of the company, held,

or holds, an equivalent position in another entity (an “indemnifiable person”) against all costs, charges and expenses, including

an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative

or other legal proceeding or investigative action (whether current, threatened, pending or completed) in which he or she is involved because

of that person’s position as an indemnifiable person, unless:

(i) the individual did not act honestly and in good faith with a view

to the best interests of such company or the other entity, as the case may be;

or (ii) in the case of a proceeding other than a civil

proceeding, the individual did not have reasonable grounds for believing that the individual’s conduct was lawful.

A company cannot

indemnify an indemnifiable person if it is prohibited from doing so under its articles or by applicable law.

A company may pay, as they

are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an indemnifiable

person in respect of that proceeding only if the indemnifiable person has provided an undertaking that, if it is ultimately determined

that the payment of expenses was prohibited, the indemnifiable person will repay any amounts advanced.

Subject to the aforementioned prohibitions

on indemnification, a company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred

by an indemnifiable person in respect of such eligible proceeding if such indemnifiable person has not been reimbursed for such expenses,

and was wholly successful, on the merits or otherwise, in the outcome of such eligible proceeding or was substantially successful on the

merits in the outcome of such eligible proceeding.

On application from an indemnifiable person, a court may make any order the court considers

appropriate in respect of an eligible proceeding, including the indemnification of penalties imposed or expenses incurred in any such

proceedings and the enforcement of an indemnification agreement.

As permitted by the BCBCA, under Article 21.1, we are required to indemnify

our directors and former directors (and such individual’s respective heirs and legal representatives) and we will indemnify any

such person to the extent permitted by the BCBCA .

provides certain protections under Part 5 – Management, Division 5 - Indemnification of Directors and Officers and Payment

of Expenses, to our current and former directors and officers, as well as other eligible parties defined in Section 159 of the BCBCA

(the “ Eligible Parties ”, each an “ Eligible Party ”).

or other legal proceeding or investigative action (whether current, threatened, pending or completed) in which he or she is involved

because of that person’s position as an indemnifiable person, unless:

(i) the individual did not act honestly and in good faith

with a view to the best interests of such company or the other entity, as the case may be;

or (ii) in the case of a proceeding other

than a civil proceeding, the individual did not have reasonable grounds for believing that the individual’s conduct was lawful.

A company cannot indemnify an indemnifiable person if it is prohibited from doing so under its articles or by applicable law.

may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred

by an indemnifiable person in respect of that proceeding only if the indemnifiable person has provided an undertaking that, if it is

ultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay any amounts advanced.

to the aforementioned prohibitions on indemnification, a company must, after the final disposition of an eligible proceeding, pay the

expenses actually and reasonably incurred by an indemnifiable person in respect of such eligible proceeding if such indemnifiable person

has not been reimbursed for such expenses, and was wholly successful, on the merits or otherwise, in the outcome of such eligible proceeding

or was substantially successful on the merits in the outcome of such eligible proceeding.

On application from an indemnifiable person,

a court may make any order the court considers appropriate in respect of an eligible proceeding, including the indemnification of penalties

imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement.

As permitted by the BCBCA,

under Article 21.1, we are required to indemnify our directors and former directors (and such individual’s respective heirs and

legal representatives) and we will indemnify any such person to the extent permitted by the BCBCA .

BCBCA provides certain protections under Part 5 – Management, Division 5 - Indemnification of Directors and Officers

and Payment of Expenses, to our current and former directors and officers, as well as other eligible parties defined in Section 159

of the BCBCA (the “Eligible Parties”, each an “Eligible Party”).

The Company will indemnify the Eligible Parties,

to the fullest extent permitted by law and subject to certain limitations listed in Section 163 of the BCBCA, against any proceeding in

which an Eligible Party or any of the heirs and personal or other legal representatives of the Eligible Party, by reason of the Eligible

to the fullest extent permitted by law and subject to certain limitations listed in Section 163 of the BCBCA, against any proceeding

in which an Eligible Party or any of the heirs and personal or other legal representatives of the Eligible Party, by reason of the Eligible

Party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer

1 unchanged sentence

penalty or fine in, or expenses related tom, the proceeding.

We maintain insurance policies relating to certain liabilities that our

directors and officers may incur in such capacity.

maintain insurance policies relating to certain liabilities that our directors and officers may incur in such capacity.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents the compensation awarded

to, earned by or paid to each of our named executive officers for the years ended July 31, 2022 and July 31, 2021.

Name and Principal Position

Stock Awards ($)(1)

All Other Compensation

Compensation Table

following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended July

31, 2023 and July 31, 2022.

Principal Position

Awards ($)(1)

Other Compensation

Williams, MD, FRCP

President and Chief Executive Officer

President and Chief Executive

Gadi Levin, CA, MBA

Chief Financial Officer and Corporate Secretary

Chief Financial Officer

and Corporate Secretary

Giuseppe Del Priore, MD, MPH (2)

2 unchanged sentences

Chief Scientific Officer

(1) This column represents the grant date fair value of the award in accordance

with stock-based compensation rules under Accounting Standards Codification Topic 718.

For a more detailed discussion of the valuation

model and assumptions used to calculate the fair value of each option award, refer to Note 2 of the financial statements included in this

annual report.

column represents the grant date fair value of the award in accordance with stock-based compensation rules under Accounting Standards

Codification Topic 718.

For a more detailed discussion of the valuation model and assumptions used to calculate the fair value of

each option award, refer to Note 2 of the financial statements included in this annual report.

Giuseppe Del Priore was appointed as the Chief Medical Officer on February 16, 2022

Lopez-Lago was

appointed as the Chief Scientific Officer on May 26, 2022

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding

option awards held by each of our named executive officers that were outstanding as of July 31, 2022.

Lopez-Lago was appointed as the Chief Scientific Officer on May 26, 2022

Equity Awards at Fiscal Year-End

following table provides information regarding option awards held by each of our named executive officers that were outstanding as of

July 31, 2023.

Option Awards

15 unchanged sentences

Lopez-Lago, PhD

Non-Employee Director Compensation

The following table presents the total compensation

for each person who served as a non-employee member of our Board and received compensation for such service during the fiscal year ended

July 31, 2022.

Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards

or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in 2022.

Fees Earned or

Director Compensation

following table presents the total compensation for each person who served as a non-employee member of our Board and received compensation

for such service during the fiscal year ended July 31, 2023.

Other than as set forth in the table and described more fully below, we

did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee

members of our Board in 2023.

Jamieson Bondarenko, CFA, CMT

2 unchanged sentences

Rebecca Taub, MD

Employment Agreements

On August 31, 2021, we entered into a compensation

package with Dr.

Williams, our Chief Executive Officer (the “ 2021 Compensation Package ”).

Pursuant to the 2021 Compensation

Williams receives $550,000 annually and may earn an equity incentive bonus compensation, which may include a direct stock

award of up to $125,000 based upon a performance review as of December 31, 2021 (the “ Performance Review ”).

the 2021 Compensation Package provides for an option award to purchase up to $250,000 in common shares of the Company, in connection with

the Performance Review, which vests over a four year period and provides for an aggregate cash, stock and option award of up to $950,000.

On June 21, 2022, we entered into a compensation package

Williams (the “ 2022 Compensation Package ”).

August 31, 2021, we entered into a compensation package with Dr.

Williams, our Chief Executive Officer (the “2021 Compensation

Pursuant to the 2021 Compensation Package, Mr.

Williams receives

$650,000 annually and an annual bonus of $150,000.

In addition, the 2022 Compensation Package provides for a performance stock option

award of $250,000 and a total cash, bonus and option award of up to $1,050,000.

Giuseppe Del Priore

On February 14, 2022, we entered into an employment

agreement with Giuseppe Del Priore, our Chief Medical Officer (the “ Del Priore Employment Agreement ”).

The Del Priore

Employment Agreement provides for a full-time position, $350,000 annual salary and standard employee benefit plan participation.

Del Priore was granted an option to purchase 150,000 of the Company’s common shares.

The Del Priore Employment Agreement provides

Del Priore is eligible for an annual bonus in either cash or options to purchase common shares of the Company based on the successful

completion of certain corporate milestones selected by our Chief Executive Officer and reviewed in the sole discretion of our Board or

a compensation committee.

On March 2, 2022, we entered into an executive

employment agreement with Gadi Levin, our Chief Financial Officer (the “ Levin Employment Agreement ”), effective January

The Levin Employment Agreement provides for a part-time position (60%), $200,000 annual salary (“ Base Salary ”) and

standard employee benefit plan participation.

Our Board approved a annual discretionary bonus of 30% of Mr.

Williams receives $550,000 annually and may earn an equity incentive

bonus compensation, which may include a direct stock award of up to $125,000 based upon a performance review as of December 31, 2021

(the “Performance Review”).

In addition, the 2021 Compensation Package provides for an option award to purchase up to $250,000

in common shares of the Company, in connection with the Performance Review, which vests over a four year period and provides for an aggregate

cash, stock and option award of up to $950,000.

June 21, 2022, we entered into a compensation package with Dr.

Williams (the “2022 Compensation Package”).

the 2022 Compensation Package, Mr.

Williams receives $650,000 annually and an annual bonus of $150,000.

In addition, the 2022

Compensation Package provides for a performance stock option award of $250,000 and a total cash, bonus and option award of up to

On May 1, 2023, Dr.

Williams’ annual salary was increased to $675,000 per annum.

February 14, 2022, we entered into an employment agreement with Dr.

Giuseppe Del Priore, our Chief Medical Officer (the “Del

Priore Employment Agreement”).

The Del Priore Employment Agreement provides for a full-time position, $350,000 annual salary

and standard employee benefit plan participation.

In addition, Mr.

Del Priore was granted an option to purchase 150,000 of the

Company’s common shares.

The Del Priore Employment Agreement provides that Mr.

Del Priore is eligible for an annual bonus in

either cash or options to purchase common shares of the Company based on the successful completion of certain corporate milestones

selected by our Chief Executive Officer and reviewed in the sole discretion of our Board or a compensation committee.

On May 1, 2023, Dr.

Giuseppe Del Priore’s annual salary was increased to $460,000 per annum.

March 2, 2022, we entered into an executive employment agreement with Gadi Levin, our Chief Financial Officer (the “Levin

Employment Agreement”), effective January 1, 2022.

The Levin Employment Agreement provides for a part-time position (80%),

$350,000 annual salary (“Base Salary”) and standard employee benefit plan participation.

Our Board approved a annual

discretionary bonus of (i) up to 30% of Mr.

Levin’s yearly salary;

and $100,000 in stock options, which vest over a four year period per calendar year.

and (ii) $100,000 in stock options, which vest over a four

year period per calendar year.

In addition, Mr.

Levin was granted 20,000 options

in accordance with the terms of the Company’s stock option plan.

Levin was granted 20,000 options in accordance with the terms of the Company’s

stock option plan.

During August 2022, Mr.

Levin’s annual salary was increased to 250,000,

retroactively to January 1, 2022

Miguel Lopez-Lago

On May 26, 2022, we entered into an employment agreement

with Miguel Lopez-Lago, our Chief Scientific Officer (the “ Lopez-Lago Employment Agreement ”).

The Lopez-Lago Employment

Agreement provides for $210,000 annually for Mr.

Lopez-Lago’s duties as our Chief Scientist Officer.

Equity Compensation

Plan Information

Levin’s Base Salary was increased to $250,000, retroactively to January 1,

On May 1, 2023, Mr.

Leving’s Base Salary was increased to $350,000 per annum.

May 26, 2022, we entered into an employment agreement with Miguel Lopez-Lago, our Chief Scientific Officer (the “Lopez-Lago Employment

The Lopez-Lago Employment Agreement provides for $210,000 annually for Mr.

Lopez-Lago’s duties as our Chief

Scientist Officer.

On May 1, 2023, Mr.

Lopez-Lago’s annual salary was increased to $325,000 per annum.

Compensation Plan Information

following table summarizes the total number of outstanding awards and shares available for other future issuances of options under all

of our equity compensation plans as of July 31, 2023.

All of the outstanding awards listed below were granted under our stock option plan.

All of the outstanding awards listed below were granted under our stock option

Plan Category

Number of Shares to

be Issued Upon

Warrants and Rights

Weighted-Average

Exercise Price of

Warrants and Rights

Number of Shares

Remaining Available

for Future Issuance

Under the Equity

Compensation Plan

(Excluding Shares in

First Column)

Equity compensation plans approved by shareholders

Future Issuance

Equity compensation

plans approved by shareholders

Equity compensation plans not approved by shareholders

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

regarding the beneficial ownership of our common shares as of October 27, 2022 by:

each of our named executive officers;

each of our directors;

all of our current directors and executive officers as a group;

each shareholder known by us to own beneficially more than 5% of our common shares.

Beneficial ownership is determined in accordance with

the rules of the SEC and includes voting or investment power with respect to the securities.

Common shares that may be acquired by an

individual or group within 60 days of October 27, 2022, pursuant to the exercise of options or warrants, vesting of common shares or conversion

of preferred stock or convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual

or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the

Percentage of ownership is based on 15,518,018 common shares issued and outstanding as of October 27, 2022.

Except as indicated in footnotes to this table, we

believe that the shareholders named in this table have sole voting and investment power with respect to all common shares shown to be

beneficially owned by them, based on information provided to us by such shareholders.

Unless otherwise indicated, the address for each

director and executive officer listed is:

c/o BriaCell Therapeutics Corp., Suite 300 – 235 15th Street, West Vancouver, BC V7T 2X1.

Number of Shares

Percentage of Common Shares

Name of Beneficial Owner

Beneficially Owned

Directors and Named Executive Officers

Jamieson Bondarenko, CFA, CMT (1)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding the beneficial ownership of our common shares as of October 25, 2023 by:

of our named executive officers;

of our directors;

of our current directors and executive officers as a group;

shareholder known by us to own beneficially more than 5% of our common shares.

ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

Common shares that may be acquired by an individual or group within 60 days of October 25, 2023, pursuant to the exercise of options

or warrants, vesting of common shares or conversion of preferred stock or convertible debt, are deemed to be outstanding for the purpose

of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing

the percentage ownership of any other person shown in the table.

Percentage of ownership is based on 15,981,726 common shares issued and outstanding

as of October 25, 2023.

as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with

respect to all common shares shown to be beneficially owned by them, based on information provided to us by such shareholders.

otherwise indicated, the address for each director and executive officer listed is:

c/o BriaCell Therapeutics Corp., Suite 300 –

235 15th Street, West Vancouver, BC V7T 2X1.

Beneficial Owner

Directors and Named Executive

Jamieson Bondarenko,

Williams, MD, FRCP (2)

2 unchanged sentences

Lopez-Lago, PhD (5)

Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC (6)

Embro-Pantalony,

MBA, FCPA, FCMA, CDIR, ACC (6)

Marc Lustig, MSC, MBA

1 unchanged sentence

Gross, PhD (9)

All current named executive officers and directors as a group (10 persons)

All current named executive officers and directors

as a group (10 persons)

5% or Greater Shareholders

Marc Lustig, MSC, MBA

Represents beneficial ownership of less than 1%.

Includes 150,000

options with an exercise price of $4.35, expiring on March 29, 2026, 187,500 options with an exercise price of $8.47, expiring on

January 13, 2027 and 100,000 warrants to purchase common shares with an exercise price of $5.3125, expiring on February 26, 2026.

Includes 200,000 options

with an exercise price of $4.35, expiring on March 29, 2026, 16,725 options with an exercise price of $8.47, expiring on January

13, 2027, 12,725 options with an exercise price of C$8.38, expiring on August 2, 2027 and 27,272 warrants to purchase common shares

beneficial ownership of less than 1%.

150,000 BriaCell Options with an exercise price of $4.24, expiring on March 29, 2026, 250,000 BriaCell Options with an exercise price

of $8.47, expiring on January 13, 2027, 25,000 BriaCell Options with an exercise price of $6.03, expiring on June 20, 2028 and 100,000

BriaCell Warrants to purchase common shares with an exercise price of $5.3125, expiring on February 26, 2026.

Includes 150,000 options with an exercise price of $4.35,

expiring on March 29, 2026, 187,500 options with an exercise price of $8.47, expiring on January 13, 2027, 100,000 warrants to

purchase common shares with an exercise price of $5.3125, expiring on February 26, 2026 and 19,200 restricted share units.

200,000 BriaCell Options with an exercise price of $4.24, expiring on March 29, 2026, 22,300 BriaCell Options with an exercise price

of $8.47, expiring on January 13, 2027, 50,900 BriaCell Options with an exercise price of C$8.38, expiring on August 2, 2027, 5,000

BriaCell Options with an exercise price of $6.03, expiring on June 20, 2028 and 29,802 BriaCell Warrants to purchase common shares

with an exercise price of $5.3125, expiring on February 26, 2026.

Includes 75,000 options

with an exercise price of US$4.24, expiring on March 29, 2026, 2,500 options with an exercise price of US$4.71, expiring on May 20,

2027 and 2,538 options with an exercise price of C$8.38, expiring on August 2, 2027.

Includes 37,500 options

with an exercise price of US$7.51, expiring on February 16, 2027 and 1,250 options with an exercise price of C$8.38, expiring on

August 2, 2027.

5,625 options with an exercise

price of $8.47, expiring on January 13, 2027 and 1,250 options with an exercise price of C$8.38, expiring on August 2, 2027.

Includes 25,000 options

with an exercise price of US$4.24, expiring on March 29, 2026 and 37,500 options with an exercise price of $8.47, expiring on January

Includes 25,000 options

with an exercise price of US$4.24, expiring on March 29, 2026 and 37,500 options with an exercise price of $8.47, expiring on January

Includes 10,000 options

with an exercise price of US$4.24, expiring on March 29, 2026 and 7,500 options with an exercise price of $8.47, expiring on January

Includes 10,000 options

with an exercise price of US$7.74, expiring on November 1, 2026 and 37,500 options with an exercise price of $8.47, expiring on January

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers

and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes

in ownership with the SEC.

Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies

of all Section 16(a) forms they file.

Based on a review of the copies of such forms received,

we believe that during the fiscal year ending July 31, 2022, all filing requirements applicable to our officers, directors and greater

than 10% beneficial owners were complied with.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

There have been no transactions since August 1, 2020

to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or

1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive

officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of

the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination,

change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K.

We are not a party to a current

related party transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000

or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will

have a direct or indirect material interest.

Director Independence

Our board of directors undertook a review of the independence

of our directors and considered whether any director has a relationship with us that could compromise that director’s ability to

exercise independent judgment in carrying out that director’s responsibilities.

Our board of directors has affirmatively determined

75,000 BriaCell Options with an exercise price of US$4.24, expiring on March 29, 2026, 12,500 BriaCell Options with an exercise price

of US$4.71, expiring on May 20, 2027 and 12,687 BriaCell Options with an exercise price of C$8.38, expiring on August 2, 2027.

112,500 BriaCell Options with an exercise price of US$7.51, expiring on February 16, 2027 and 10,000 BriaCell Options with an exercise

price of C$8.38, expiring on August 2, 2027.

BriaCell Options with an exercise price of $8.47, expiring on January 13, 2027 and 10,000 BriaCell Options with an exercise price

of C$8.38, expiring on August 2, 2027.

25,000 BriaCell Options with an exercise price of US$4.24, expiring on March 29, 2026, 50,000 BriaCell Options with an exercise price

of $8.47, expiring on January 13, 2027 and 5,000 BriaCell Options with an exercise price of $6.03, expiring on June 20, 2028.

held by L5 Capital Inc.

includes 100,000 BriaCell Options with an exercise price of US$5.74, expiring on September 1, 2026 and 5,000

BriaCell Options with an exercise price of $6.03, expiring on June 20, 2028.

25,000 BriaCell Options with an exercise price of US$4.24, expiring on March 29, 2026 and 37,500 BriaCell Options with an exercise

price of $8.47, expiring on January 13, 2027 and 5,000 BriaCell Options with an exercise price of $6.03, expiring on June 20, 2028.

5,000 BriaCell Options with an exercise price of US$4.24, expiring on March 29, 2026 and 5,000 BriaCell Options with an exercise

price of $8.47, expiring on January 13, 2027 and 5,000 BriaCell Options with an exercise price of $6.03, expiring on June 20, 2028.

5,000 BriaCell Options with an exercise price of US$7.74, expiring on November 1, 2026 and 50,000 BriaCell Options with an exercise

price of $8.47, expiring on January 13, 2027 and 5,000 BriaCell Options with an exercise price of $6.03, expiring on June 20, 2028.

16(A) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity

securities, to file reports of ownership and changes in ownership with the SEC.

Officers, directors and greater than 10% shareholders

are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

on a review of the copies of such forms received, we believe that during the fiscal year ending July 31, 2023, all filing requirements

applicable to our officers, directors and greater than 10% beneficial owners were complied with.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

have been no transactions since August 1, 2022 to which we have been a party, including transactions in which the amount involved in

the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal

years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock

or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other

than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual

Report on Form 10-K.

We are not a party to a current related party transaction, and no transaction is currently proposed, in which the

amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed

fiscal years and in which a related person had or will have a direct or indirect material interest.

board of directors undertook a review of the independence of our directors and considered whether any director has a relationship with

us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities.

Our board of directors has affirmatively determined that Dr.

Bondarenko, Mr.

1 unchanged sentence

Lustig, and Mr.

Schmieg are each an “independent director,”

as defined under the Nasdaq rules.

Schmieg are each an “independent director,” as defined under the Nasdaq rules.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed to us by MNP LLP, our independent

registered public accounting firm, for the indicated services for each of the last two fiscal years were as follows:

aggregate fees billed to us by MNP LLP , our independent registered public accounting firm, for the indicated services for each of the

last two fiscal years were as follows:

Audit fees (1)

1 unchanged sentence

All other fees

Audit fees consist of fees for professional services performed by MNP LLP for the audit and review of our financial statements.

Audit related fees consist of fees for preparation and filing of our registration statements, including issuance of comfort letters.

Policy on Audit Committee Pre-Approval of Audit

and Permissible Non-Audit Services of Independent Auditors

Consistent with SEC policies and guidelines regarding

audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by

our independent registered public accounting firm on a case-by-case basis.

Our Audit Committee has established a policy regarding approval

of all audit and permissible non-audit services provided by our principal accountants.

Our Audit Committee pre-approves these services

by category and service.

Our Audit Committee has pre-approved all of the services provided by our independent registered public accounting

fees consist of fees for professional services performed by MNP LLP for the audit and review of our quarterly financial

related fees consist of fees for preparation and filing of the carve-out financial statements related to the proxy statement filed.

on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and

permissible non-audit services provided by our independent registered public accounting firm on a case-by-case basis.

Our Audit Committee

has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants.

Audit Committee pre-approves these services by category and service.

Our Audit Committee has pre-approved all of the services provided

by our independent registered public accounting firm.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Description of Exhibit

(a)(1) Financial Statements

The financial statements required by this item are submitted in a separate section beginning on page F-1 of this Annual Report on Form 10-K.

of BriaCell Therapeutics Corp, dated July 26, 2006

of BriaCell Therapeutics Corp, dated October 22, 2019

of Articles, dated November 25, 2014

Financial Statements

financial statements required by this item are submitted in a separate section beginning on page F-1 of this Annual Report on Form

Articles of BriaCell Therapeutics Corp, dated July 26, 2006

Articles of BriaCell Therapeutics Corp, dated October 22, 2019

Notice of Articles, dated November 25, 2014

Notice of Articles, dated August 22, 2019

Alteration to Articles of BriaCell Therapeutics Corp., dated February 13, 2023

Notice of Articles filed August 31, 2023

Description of Securities Registered Under Section 12 of the Exchange Act

Stock Option Plan, dated November 25, 2014

Agreement with UC Davis, dated June 11, 2015

Study Agreement with Cancer Insight, LLC, dated May 2, 2016

#1 to Service Agreement with UC Davis, dated June 12, 2016

Service Agreement with UC Davis, dated June 11, 2015

Clinical Study Agreement with Cancer Insight, LLC, dated May 2, 2016

Amendment #1 to Service Agreement with UC Davis, dated June 12, 2016

Licensing Agreement between Faller & Williams Technology LLC and Sapientia Pharmaceuticals, Inc., dated March 16, 2017

Services Agreement with KBI Biopharma, Inc., dated March 17, 2017

Study Agreement with Cancer Insight, LLC, dated September 29, 2017

#2 to Service Agreement with UC Davis, dated August 27, 2018

Supplement to Clinical Study Agreement with Cancer Insight, LLC, dated October 18, 2018

#1 to Services Agreement with Colorado State University, dated April 2, 2019

Cell Program Services Agreement with UC Davis, May 3, 2019

Typing Services Agreement with Histogenetics, dated October 3, 2019

Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019

Supply Services Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019

Agreement with Catalent Pharma Solutions, LLC, dated June 25, 2019

Services Agreement, dated February 27, 2020

Research and Development Agreement, dated October 28, 2020

Master Services Agreement with KBI Biopharma, Inc., dated March 17, 2017

Clinical Study Agreement with Cancer Insight, LLC, dated September 29, 2017

Amendment #2 to Service Agreement with UC Davis, dated August 27, 2018

First Supplement to Clinical Study Agreement with Cancer Insight, LLC, dated October 18, 2018

Amendment #1 to Services Agreement with Colorado State University, dated April 2, 2019

Stem Cell Program Services Agreement with UC Davis, May 3, 2019

HLA Typing Services Agreement with Histogenetics, dated October 3, 2019

Procurement Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019

Clinical Supply Services Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019

Quality Agreement with Catalent Pharma Solutions, LLC, dated June 25, 2019

Master Services Agreement, dated February 27, 2020

Cooperative Research and Development Agreement, dated October 28, 2020

Form of Securities Purchase Agreement (June 2021)

of Placement Agency Agreement (June 2021)

of Registration Rights Agreement (June 2021)

Form of Placement Agency Agreement (June 2021)

Form of Registration Rights Agreement (June 2021)

Form of Underwriting Agreement dated February 22, 2021

6 unchanged sentences

Employment Agreement with Miguel Lopez-Lago, dated May 26, 2022

of Subsidiaries

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Exclusive License Agreement

Omnibus Equity Incentive Plan (incorporated by reference from Schedule I to the Proxy Statement for BriaCell Therapeutics Corp.

2023 Annual and Special Meeting of Shareholders, filed with the SEC on January 17, 2023).

Master Service and Technology Agreement dated May 9, 2023

Stock Purchase Agreement dated May 12, 2023

Arrangement Agreement dated May 24, 2023

List of Subsidiaries

Certification

of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification

of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification

of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Certification

of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

6 unchanged sentences

Page Interactive Data File (embedded within the Inline XBRL document)

Indicates a management contract or compensatory plan or arrangement.

a management contract or compensatory plan or arrangement.

Filed herewith

Furnished herewith

FORM 10-K SUMMARY

Pursuant to the requirements of

Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

BRIACELL THERAPEUTICS CORP.

/s/ William V.

October 27, 2022

Chief Executive Officer (Principal Executive Officer and Principal Accounting and Financial Officer)

Pursuant to the requirements of

the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the

capacities and on the dates indicated.

/s/ William V.

Chief Executive Officer, President and Director

October 27, 2022

(Principal Executive Officer)

/s/ Gadi Levin

Chief Financial Officer and Corporate Secretary (Principal Accounting and Financial Officer)

October 27, 2022

/s/ Jamieson Bondarenko

Chairman of the Board of Directors

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

THERAPEUTICS CORP.

October 25, 2023

Executive Officer (Principal Executive Officer and Principal Accounting and Financial Officer)

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

Executive Officer, President and Director

Executive Officer)

Financial Officer and Corporate Secretary (Principal Accounting and Financial Officer)

Jamieson Bondarenko

/s/ Vaughn C.

of the Board of Directors

Embro-Pantalony

October 27, 2022

Embro-Pantalony

/s/ Marc Lustig

October 27, 2022

/s/ Martin E.

October 27, 2022

/s/ Rebecca Taub

October 27, 2022

Financial Statements

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each of the years in the two-year period ended July 31, 2023, and the related notes (collectively referred to as the consolidated financial

our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the

Company as of July 31, 2022 and 2021, and the results of its consolidated operations and its consolidated cash flows for each of the

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of

the Company as of July 31, 2023 and 2022, and the results of its consolidated operations and its consolidated cash flows for each of the

years in the two-year period ended July 31, 2023, in conformity with accounting principles generally accepted in the United States of

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with

the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in

accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

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Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

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We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

Audit Matter description

Company changed its accounting framework from the International Financial Reporting Standards (IFRS) to generally accepted accounting

principles in the United States (US GAAP).

The change in accounting framework caused a change in accounting treatment of certain warrant

instruments from being classified as equity to liability.

The transition treatment of these warrants requires the Company to perform

detail accounting and complex accounting analysis and multiple complex calculations to account for the warrant liabilities.

identified the change in the accounting treatment of the warrant instruments as a critical audit matter.

the Critical Audit Matter was Addressed in the Audit

primary procedures MNP performed to address this critical audit matter included the following, among other procedures:

obtained a transition memo from management to understand the implication of the changes from IFRS to US GAAP.

We assessed the accounting

treatment change for reasonability.

obtained management’s recalculation of balances and adjustments due to the change in the accounting treatment and recalculated

the balances and adjustments as at July 31, 2022 and July 31, 2021 to determine if the amounts were reasonably calculated and presented.

Professional Accountants

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in US Dollars, except share and per share data)

July 31, 2022

July 31, 2021

and cash equivalents

current assets

Cash and cash equivalents

Amounts receivable

Prepaid expenses

Total current assets

non-current assets

Intangible assets, net

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

AND SHAREHOLDERS’ EQUITY

expenses and other payables

current liabilities

Trade payables

Accrued expenses and other payables

Total current liabilities

non-current liabilities

Warrant liability

Government loans

Total non-current liabilities

CONTINGENT LIABILITIES AND COMMITMENTS

SHAREHOLDERS’ EQUITY:

Share Capital of no par value – Authorized:

LIABILITIES AND COMMITMENTS

SHAREHOLDERS’

Share Capital of no par value

– Authorized:

unlimited at July 31, 2023 and 2022;

Issued and outstanding:

15,518,018 and 15,269,583 shares at July 31, 2022 and 2021, respectively

Additional paid in capital

15,981,726 and 15,518,018 shares at July 31, 2023

and 2022, respectively

Share-based payment reserved

Warrant reserve

Accumulated other comprehensive loss

Accumulated deficit

Accumulated other comprehensive

( 80,652,231 )

( 60,349,837 )

Total shareholders’ equity

Total liabilities and shareholders’ equity

shareholders’ equity (deficit)

( 3,777,181 )

liabilities and shareholders’ equity (deficit)

consolidated financial statements were approved and authorized for issue on behalf of the Board of Directors on October 25, 2023 by:

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in US Dollars, except share and per share data)

July 31, 2022

July 31, 2021

July 31, 2022

July 31, 2021

Research and development expenses

General and administrative expenses

Total operating loss

( 15,288,941 )

and development expenses

and administrative expenses

operating loss

( 23,272,264 )

Financial expenses, net

( 15,288,941 )

income (expenses), net

( 11,549,962 )

Loss and comprehensive loss

and comprehensive loss

$ ( 20,302,394 )

$ ( 26,838,903 )

Net loss per share attributable to ordinary shareholders, basic and diluted

Weighted average number of shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted

loss per share attributable to ordinary shareholders, basic and diluted

average number of shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted

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

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in US Dollars , except share and per share data)

PAID IN CAPITAL

COMPREHENSIVE INCOME (LOSS)

ACCUMULATED DEFICIT

Share capital

ACCUMULATED OTHER

TOTAL SHAREHOLDERS’

PAID IN CAPITAL

COMPREHENSIVE INCOME (LOSS)

ACCUMULATED DEFICIT

Balance, July 31, 2020

( 17,312,812 )

( 2,740,752 )

Issuance of warrants on convertible debt

Conversion feature

Issuance of shares for debt

Issuance of shares in public offering

Issuance of shares in private placement, net of issuance costs

Reclassification of warrant liability

Exercise of warrants

Expiration of warrants

( 1,599,468 )

Expiration and forfeiture of options

Issuance of options

Loss for the year

( 13,816,200 )

INCOME (LOSS)

COMPREHENSIVE

SHAREHOLDERS’

INCOME (LOSS)

Balance, July

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Expiration of options

Loss for the year

( 26,838,903 )

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( 60,349,837 )

balance value

( 60,349,837 )

Issuance of Options

Exercise of warrants

Issuance of shares

( 20,302,394 )

July 31, 2023

$ ( 138,684 )

$ ( 80,652,231 )

( 3,777,181 )

balance value

( 80,652,231 )

( 3,777,181 )

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

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in US Dollars, except share and per share data)

July 31, 2022

July 31, 2021(Restated)

July 31, 2022

July 31, 2021

Cash flow from operating activities:

from operating activities:

$ ( 20,302,394 )

$ ( 26,838,903 )

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

Depreciation and amortization

Share-based compensation

Interest expense

Gain from government grant

Expensed share issue costs in public offering

Loan forgiveness

Loss on extinguishment of settlement of debt

Change in fair value of warrants

Adjustments to reconcile loss

to net cash used in operating activities:

government grant

in fair value of warrants

( 2,119,530 )

Changes in assets and liabilities:

Decrease (increase) in amounts receivable

Decrease in prepaid expenses

Increase (decrease) in accounts payable

(increase) in amounts receivable

in prepaid expenses

( 4,397,597 )

Increase (decrease) in accrued expenses and other payables

Net cash used in operating activities

in accounts payable

in accrued expenses and other payables

cash used in operating activities

( 23,744,860 )

( 12,484,376 )

Cash flow from financing activities:

Proceeds from public offering, net

Proceeds from private placement, net

from financing activities:

Proceeds from exercise of warrants

Share and warrant buyback program

Share and warrant buyback

( 10,171,732 )

Repayment government grant

Repayment of unsecured convertible loan

Proceeds from issuance of unsecured convertible loan

Proceeds from issuance of shares

Share issuance costs

Repayment of short-term loans

Net cash provided by (used in) financing activities

cash provided by (used in) financing activities

( 3,742,657 )

Increase (decrease) in cash and cash equivalents

Decrease in cash and cash

( 19,790,560 )

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Significant non-cash transactions:

Shares issued for settlement of debt

Forgiveness of government grant

( 16,227,033 )

and cash equivalents at beginning of year

and cash equivalents at end of year

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

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(“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 the Company also trades 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™.

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

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

Therapeutics Corporation.

(the “Company”), is an immuno-oncology biotechnology company.

Company is currently advancing its Bria-IMT targeted immunotherapy program against end-stage breast cancer to Phase 3 study which

has been approved by the FDA and is expected to start before end of

BriaCell is also developing a personalized off-the-shelf immunotherapy,

Bria-OTS™, and a soluble CD80 protein therapeutic which acts both as a stimulator of the immune system as well as an immune

checkpoint inhibitor.

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

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months from the issuance of the consolidated financial statements.

Company has a wholly-owned U.S.

subsidiary, BriaCell Therapeutics Corp.

(“BTC”), which was incorporated in April 3,

2014, under the laws of the state of Delaware.

BTC has a wholly-owned subsidiary, Sapientia Pharmaceuticals, Inc.

(“Sapientia” and together with BTC the “Subsidiaries”), which was incorporated in September 20, 2012, under

the laws of the state of Delaware.

The Company has one operating segment and reporting unit.

Since 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.

The 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.

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 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.

Company has two wholly-owned U.S.

subsidiaries:

(i) BriaCell Therapeutics

(“BTC”), which was incorporated in April 3, 2014, under the laws of the state of Delaware.

(ii) BTC has a wholly-owned

subsidiary, Sapientia Pharmaceuticals, Inc.

(“Sapientia”), which was incorporated in September 20, 2012, under the laws of

the state of Delaware.

The Company also has one Canadian subsidiary:

BriaPro Therapeutics Corp, (“BriaPro”) which was incorporated

on May 15, 2023, was incorporated under the Business Corporations Act (British Columbia).

As of July 31, 2023, BriaPro was a wholly-owned.

What changed 10-K

Item 9A. Controls and Procedures