What changed in this filing

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Item 1. Financial Statements

2023-12-14 compared with 2023-06-14 · 285 added, 344 removed, 185 unchanged (77% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

October 31, 2023

July 31, 2023

CURRENT ASSETS:

Cash and cash

Cash and cash equivalents

Amounts receivable

current assets

NON-CURRENT ASSETS:

Prepaid expenses

Total current assets

NON-CURRENT ASSETS:

LIABILITIES AND SHAREHOLDERS’

Intangible assets, net

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Trade payables

expenses and other payables (Note 7)

current liabilities

NON-CURRENT LIABILITIES:

Accrued expenses and other payables

Total current liabilities

NON-CURRENT LIABILITIES:

SHAREHOLDERS’ EQUITY:

Share Capital of no par value - Authorized:

unlimited at April 30, 2023

and July 31, 2022 ;

Issued and outstanding:

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

Warrant liability

Total non-current liabilities

SHAREHOLDERS’ EQUITY (DEFICIT):

Share capital of no

par value - Authorized:

at October 31, 2023 and July 31, 2023, Issued and outstanding:

shares October 31, 2023 and July 31, 2023, respectively

Additional paid in capital

Accumulated other comprehensive loss

Non-controlling interest

Accumulated deficit

1 unchanged sentence

( 80,652,231 )

shareholders’ equity (deficit)

Total shareholders’ equity (deficit)

( 3,777,181 )

liabilities and shareholders’ equity (deficit)

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

Total liabilities and shareholders’ equity (deficit)

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

THERAPEUTICS CORP.

Condensed Consolidated Statements of Operations and Comprehensive Loss

Operating Expenses:

development expenses

and administrative expenses (Note 7)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three months ended

Operating Expenses:

Research and development expenses

General and administrative expenses

Total operating expenses

Operating loss

1 unchanged sentence

( 5,403,151 )

( 15,566,503 )

( 10,054,878 )

income (expenses), net

( 5,892,313 )

( 2,317,236 )

( 16,333,673 )

Net loss for the period

( 4,895,436 )

( 10,015,573 )

( 17,883,739 )

( 26,388,551 )

Comprehensive

loss for the period

$ ( 4,895,436 )

$ ( 10,015,573 )

Financial income, net

Net income (loss) for the period

( 1,106,541 )

Net loss attributable to non-controlling interest

Net income (loss) for the period attributable to BriaCell

( 1,106,541 )

per share – basic and diluted

Weighted average number

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

Weighted average number

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

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

Net income (loss) per share attributable to BriaCell –

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

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

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

THERAPEUTICS CORP.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

other comprehensive

shareholders’

Balance, January 31, 2023

$ ( 138,684 )

$ ( 73,338,140 )

$ ( 1,280,586 )

Exercise of public offering warrants

Issuance of options

Net loss for the period

( 4,895,436 )

Balance, April 30,

$ ( 138,684 )

$ ( 78,233,576 )

$ ( 5,892,342 )

other comprehensive

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED OCTOBER 31, 2023

Share capital

Additional paid in

Accumulated other comprehensive

shareholders’

2 unchanged sentences

$ ( 60,349,837 ) -

Exercise of public offering warrants

Issuance of options

Net loss for the period

( 17,883,739 )

Balance, April 30,

$ ( 138,684 )

$ ( 78,233,576 )

$ ( 5,892,342 )

other comprehensive

shareholders’

Balance, January 31, 2022

$ ( 138,684 )

$ ( 49,908,466 )

Exercise of representation warrants

Exercise of private placement warrants

Exercise of public offering warrants

Issuance of options

Shares cancelled

Expiration of options

Net loss for the period

Loss for the period

( 1,106,541 ) -

( 1,106,541 )

Balance, April 30,

Balance, October 31, 2022

$ ( 138,684 )

$ ( 61,456,378 ) -

other comprehensive

shareholders’

Share capital

Accumulated other

comprehensive

shareholders’ equity

Balance, July 31, 2023

1 unchanged sentence

$ ( 80,652,231 )

Beginning balance

$ ( 3,777,181 )

$ ( 138,684 )

Exercise of representation warrants

Exercise of private placement warrants

Exercise of public offering warrants

Issuance of options

Shares repurchased and canceled

$ ( 80,652,231 )

$ ( 3,777,181 )

( 4,393,591 )

( 9,098,014 )

Expiration of options

Net loss for the period

( 26,388,551 )

Balance, April 30,

Instruments issued to minority shareholders at the Arrangement Date

Issuance of options

Income (loss) for the period

Balance, October 31, 2023

$ ( 138,684 )

2 unchanged sentences

$ ( 74,650,688 )

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

THERAPEUTICS CORP.

Condensed Consolidated Statement of Cash Flows

months ended April 30,

Cash flow from operating

$ ( 17,883,739 )

CONSOLIDATED STATEMENT OF CASH FLOWS

Three months ended October 31,

Cash flow from operating activities

Net income (loss) for the period

$ ( 1,106,541 )

Adjustments to reconcile net loss to net cash

used in operating activities:

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

Depreciation and amortization

1 unchanged sentence

Interest expense

Gain from government grant

Change in fair value of

Changes in assets and liabilities:

Decrease in amounts receivable

Increase in prepaid expenses

( 1,167,991 )

Increase in accounts payable

in accrued expenses and other payables

Total cash flow from operating

Change in fair value of warrants

( 14,282,078 )

( 4,117,790 )

Cash flows from financing

Proceeds from exercise of warrants

Share and warrant buyback

Changes in assets and liabilities:

Increase in amounts receivable

Decrease in prepaid expenses

(Decrease) increase in accounts payable

Decrease in accrued expenses and other payables

Total cash flow from operating activities

( 7,605,245 )

government grant

cash flow from financing activities

( 3,542,382 )

Decrease in cash and cash

Cash flows from financing activities

Share and warrant buyback program

Total cash flow from financing activities

Decrease in cash and cash equivalents

( 7,605,245 )

( 3,589,676 )

Cash and cash equivalents

at beginning of the period

Cash and cash equivalents

at end of the period

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

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

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

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

Therapeutics Corp.

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

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

under the symbol “BCT” and

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

owns the U.S.

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

7,674,456, U.S.

11,559,574 B2, Japanese Patent No.

6901505), as well as patents related to PKCδ

inhibitors (U.S.

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

The Company is currently advancing its targeted immunotherapy program by prioritizing

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

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.

The 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 2023.

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.

of presentation of the financial statements:

15 unchanged sentences

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

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

Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), as permitted in the United States

based on the Company’s qualification as a “foreign private issuer” under the rules and regulations of the SEC.

In connection

with the loss of the Company’s status as a foreign private issuer effective on August 1, 2022, the Company, as a domestic filer,

prepares its consolidated financial statements in accordance with U.S.

GAAP, and restated its condensed consolidated financial statements

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

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

2 unchanged sentences

The Company’s accumulated

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

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

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

deficit as of October 31, 2023 was $ 74,650,688 and negative cash flows from operating activities during the three-month period ended

October 31, 2023 was $ 7,605,245 .

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

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

2 unchanged sentences

financial statements.

Company has a wholly-owned U.S.

subsidiary, BriaCell Therapeutics Corp.

Company has two wholly-owned U.S.

subsidiaries:

(i) 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.

and, together with BTC, the “Subsidiaries”), which was incorporated in September 20, 2012, under the laws of the state

The Company has one operating segment and reporting unit.

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

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

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

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

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

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

variant thereof, or of another pandemic.

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

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

The Company currently believes that the execution

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

Although future delays appear

unlikely, they cannot be ruled out.

(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 subsidiary.

August 31, 2023, the Company closed a plan of arrangement spinout transaction (the “Arrangement”)

pursuant to which certain pipeline assets of the Company, including Bria-TILsRx™ and

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

(the “BriaPro Assets”), were spun-out to BriaPro Therapeutics Corp.

resulting in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell

shareholders (“BriaCell Shareholders”).

to the terms of the Arrangement, BriaPro has acquired the entire right and interest in and to the BriaPro Assets in consideration for

the issuance by BriaPro to the Company of BriaPro common shares.

Under the terms of the Arrangement, for each BriaCell share held immediately

prior to closing, BriaCell Shareholders receive one (1) common share of BriaPro, and one (1) new common share of BriaCell (retiring their

old share) having the same terms and characteristics as the existing BriaCell common shares.

The Company will remain listed on the NASDAQ

Stock Market and Toronto Stock Exchange, and BriaPro is an unlisted reporting issuer in Canada.

following the closing of the Arrangement, the Company controls 2/3rd of the BriaPro common shares representing approximately 66.6 % of

the issued and outstanding common shares of BriaPro.

a result of the Arrangement, there are 47,945,178 BriaPro common shares issued and outstanding.

The Company now beneficially owns or

controls approximately 31,963,452 BriaPro common shares, representing 2/3rd of the issued and outstanding BriaPro common shares.

to the Arrangement, each BriaCell warrant shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise

thereof, one BriaCell Share and one BriaPro Share for the original exercise price.

the exercise of BriaCell Warrants, BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount for each one (1) BriaPro

Share so issued that is equal to the exercise price under the BriaCell Warrant multiplied by the fair market value of one (1) BriaPro

Share at the Effective Date divided by the total fair market value of one (1) BriaCell Share and one (1) BriaPro Share at the Effective

Date (“BriaPro Warrant Shares”).

to the Arrangement, all Briacell option holders received the same amount of BriaPro options (“BriaPro Option”) and under

the BriaPro incentive plan.

The exercise price of the BriaCell options was apportioned between the BriaCell options and the BriaPro

options, as follows:

one (1) BriaPro Option to acquire one (1) Share shall have an exercise price equal to the product obtained by multiplying the original

exercise price of the BriaCell Option by the quotient obtained by dividing (A) the fair market value of a BriaPro Share at the Effective

Date by (B) the aggregate fair market value of a BriaCell Share and a BriaPro Share at the Effective Date.

Pursuant to the Arrangement, all BriaCell RSU holders received the same amount of BriaPro RSU’s under the BriaPro

incentive plan.

Services Agreement

August 31, 2023, the Company and BriaPro executed a transition services agreement (the “Agreement”), pursuant to which BriaCell

will provide certain research and development and head office services (the “Services”) to BriaPro for a fixed monthly fee

of $ 20,000 .

and BriaPro acknowledged the transitional nature of the Services and accordingly, as promptly as practicable, BriaPro agreed to use commercially

reasonable efforts to transition each Service to its own internal organization or to obtain alternate third party providers to provide

the Services.

In accordance with US GAAP’s Accounting Standards Codification 505

“Equity”, the Arrangement was determined to be a spinoff of nonmonetary assets which did not constitute a business.

since the assets were transferred to an entity under the Company’s control, the assets is being recorded on the Company’s

basis (carry value) and not at fair market value.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates, judgments, and assumptions that

affect the amounts reported in the consolidated financial statements and accompanying notes.

The Company’s management believes

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

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

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

Actual results could differ from those estimates.

GAAP requires management to make estimates, judgments and assumptions

that affect the amounts reported in the consolidated financial statements and accompanying notes.

The Company’s management

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

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

condensed consolidated financial statements, and the reported amount of expenses during the reporting periods.

Actual results could

differ from those estimates.

Recently issued and adopted accounting standards :

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

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

to private companies.

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

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

private companies.

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

The adoption dates discussed

below reflect this election.

The adoption dates discussed below

reflects this election.

The pronouncements below relate to standards that impact the Company.

June 2016, the FASB issued ASU No.

28 unchanged sentences

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

November 2021, the FASB issued ASU No.

2021-10, Government Assistance (Topic 832):

Disclosure by Business Entities about Government

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

disclosure of:

(1) the types of government assistance received;

(2) the accounting for such assistance;

and (3) the effect of the

assistance on a business entity’s financial statements.

This guidance is effective for financial statements issued for annual

periods beginning after December 15, 2021.

Early adoption is permitted.

Adoption of the new

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

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

CONTINGENT LIABILITIES AND COMMITMENTS

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

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

Pursuant to the settlement agreement, the Company

paid $ 230,000 for the full and final settlement of all of the investor’s claims, in full and final settlement of any and all existing

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

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

detailed in note 1(f), upon the exercise of BriaCell Warrants, BriaCell shall, as agent for BriaPro, collect and pay to BriaPro

an amount of up to $ 241,164 .

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

$ 16,500 per month.

Commencing September 1, 2023 a new lease will commence, replacing the current month-to-month agreement

with a 12-month commitment (ending August 31, 2024) of approximately $ 36,000 per month.

FAIR VALUE MEASUREMENTS

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

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

31, 2023 and July 31, 2023:

OF FAIR VALUE ON A RECURRING BASIS

Value Measurements at

Fair Value Measurements at

October 31, 2023

July 31, 2023

Financial Assets:

and cash equivalents

Total assets measured

at fair value

Cash and cash equivalents

Total assets measured at fair value

Financial liabilities:

Warrants liability

Total liabilities measured

at fair value

Total liabilities measured at fair value

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

2 unchanged sentences

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

SHAREHOLDERS’ EQUITY (DEFICIT)

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SHAREHOLDERS’ EQUITY

Authorized share capital

1 unchanged sentence

Issued share capital

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

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

Share buyback program

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

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

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

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

Independent Trading Group (ITG) Inc.

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

The Company received final regulatory approval on September

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

of $ 9,098,014 (net of commissions), none of which were repurchased during the nine month period ended April 30, 2023, and 259,059 publicly

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

the nine-month period ended April 30, 2023.

All of the warrants and shares repurchased have been cancelled.

During the three month period ending April

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

All of these shares were recognized

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

shares were issued during the three-month period ended October 31, 2023.

Share Purchase Warrants

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

OF CHANGES IN WARRANTS

SUMMARY OF CHANGES IN WARRANTS

were no changes in share purchase warrants for the three-month period ended October 31, 2023 as presented below:

average exercise

Balance, July 31, 2023 and October 31, 2023

OF WARRANTS OUTSTANDING

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

Exercise Price(*)

July 31, 2022

Exercised during the period

Repurchased and cancelled

during the period

April 30, 2023

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

OF WARRANTS OUTSTANDING

Exercisable At

October 31, 2023

November 16, 2025

1 unchanged sentence

December 7, 2026

(*) See note 3(a).

Compensation Warrants

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

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

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

of October 31, 2023, compensation warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

At April 30, 2023

Exercise Price(*)

Exercisable At

October 31, 2023

November 16, 2025

February 26, 2026

(*) See note 3(a).

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SHAREHOLDERS’ EQUITY (Cont.)

Warrant liability continuity

1 unchanged sentence

OF CHANGE IN FAIR VALUE OF WARRANTS

Warrants liability

Balance as of August 1, 2023

Exercise of warrants

Warrant buyback program

Change in fair value

Balance as of April

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

OF VALUATION OF NON PUBLIC WARRANTS

Fair value of BriaPro Warrant Shares at Effective Date

Change in fair value during the period

$ ( 14,282,078 )

Balance as of October 31, 2023

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

OF VALUATION OF WARRANTS

October 31, 2023

July 31, 2023

Exercise price

4 unchanged sentences

Risk free rate

The key inputs used in the valuation of the of the

BriaPro Warrant Shares as of October 31, 2023 were as follows:

OF VALUATION OF WARRANTS

August 31, 2023

(Effective Date)

Exercise price

$ 0.0206 - 0.0308

Expected life (years)

Dividend yield

Risk free rate

SHARE-BASED COMPENSATION

7 unchanged sentences

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

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

for three-month period ended October 31, 2023 and related information:

OF NUMBER OF OPTIONS GRANTED

Number of options

exercise price

contractual term

intrinsic value

Balance as of July 31, 2023

Balance as of April 30, 2023

Exercisable as of April 30, 2023

August 2, 2022, the Company granted 180,100 options to directors, officers and employees

with an exercise price of CAD$ 8.38 .

The options vest quarterly in advance over a two -year

period and expire on August 2, 2027 .

The fair value of the 180,100 stock options issued was

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

The fair value of

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

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

exercise price of $ 7.16 .

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

expire on February 27, 2028 .

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

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

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

Balance as of October 31, 2023

Exercisable as of October 31, 2023

of October 31, 2023, there are $ 2,056,830 of total unrecognized costs related to share-based compensation that is expected to be recognized

over a period of up to 1.50 years.

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

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

OF FAIR VALUE MEASUREMENT OF EQUITY-SETTLED SHARE OPTIONS

Dividend yield

Expected volatility of the share prices

Risk-free interest rate

1.19 %- 1.92 %

4.21 - 4.23 %

0.80 %- 1.92 %

Expected term (in years)

The following table summarizes

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

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SHARE-BASED COMPENSATION (Cont.)

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

OF OUTSTANDING AND EXERCISABLE OPTIONS

outstanding as of April 30, 2023

average remaining contractual term (years)

exercisable as of April 30, 2023

average remaining contractual term (years)

outstanding as of

October 31, 2023

exercisable as of

October 31, 2023

June 20, 2028

February 27, 2028

6 unchanged sentences

March 29, 2026

As result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of October 31, 2023:

OF OPTION ISSUED AND OUTSTANDING

outstanding as of October 31, 2023

exercisable as of

October 31, 2023

June 20, 2028

February 27, 2028

August 02, 2027

February 16, 2027

January 13, 2027

November 01, 2026

September 01, 2026

April 19, 2026

March 29, 2026

Share Unit Plan

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

following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of October 31, 2023:

OF RESTRICTED STOCK UNITS GRANTED

intrinsic value

Balance, July 31, 2023

April 30, 2023

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

The RSU’s vested immediately and have an aggregate intrinsic

value of $ 123,072 .

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

Balance, October 31, 2023

The total share-based compensation expense related to all of

the Company’s equity-based awards, recognized for the three-month period ended October 31, 2023 and 2022 is comprised as follows:

OF SHARE-BASED COMPENSATION EXPENSES

Three months ended

Research and development expenses

General and administrative

General and administrative expenses

Total share-based compensation

LOSS ON SETTLEMENT

On May 24, 2023, the Company reached a settlement

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

the Company had filed counterclaims.

Pursuant to the settlement agreement, the Company paid $ 230,000 for the full and final settlement

of all of the investor’s claims, in full and final settlement of any and all existing claims that the Company and investor had or

may have had against each other.

FINANCIAL INCOME (EXPENSES), NET

OF FINANCIAL INCOME (EXPENSE), NET

Interest income

Interest expense

Change in fair value of warrant liability

( 5,928,528 )

( 2,972,285 )

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

BASIC AND DILUTED NET LOSS PER SHARE

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

of ordinary shares outstanding during each year.

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

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

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

260-10 “Earnings Per Share”.

The company reported

a loss for the three-month period ending October 31, 2022, leading to the exclusion of potentially dilutive ordinary shares.

a gain was recorded for the three-month period ending October 31, 2023, resulting in the inclusion of all potentially dilutive ordinary

OF BASIC AND DILUTED NET LOSS PER SHARE

Three months ended

Net income (loss)

$ ( 1,106,541 )

Gain on government grant

Foreign exchange gain (loss)

Financial income (expenses),

Shares used in computation of basic earnings per share

Net income (loss) attributable to common stock, basic

$ ( 1,106,541 )

Change in fair value of warrant liability

Net (loss) attributable to common stock, diluted

$ ( 8,280,535 )

$ ( 1,106,541 )

Shares used in computing net EPS of common stock, basic

Stock Options

Shares used in computation of diluted earnings per share

FINANCIAL INCOME (EXPENSES), NET

OF FINANCIAL INCOME (EXPENSES), NET

Three months ended

Interest income

Change in fair value of warrant liability

Foreign exchange loss

Financial income, net

SUBSEQUENT EVENTS

On May 12, 2023, subsequent

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

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

Pursuant to the Agreement,

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

of $ 4,000,000 .

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

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

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

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

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

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

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

(the “Arrangement”).

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

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

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

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

Company common shares.

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

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

Company shareholders who

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

Holders of existing Company warrants shall receive upon

exercise of each warrant, for the original exercise price:

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

share that was issuable upon exercise of the warrant.

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

shall remain listed on NASDAQ.

SpinCo shall be an unlisted reporting issuer in Canada.

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

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

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

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

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

The Arrangement

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

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

who vote in respect of the resolution.

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

(the “Court”).

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

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

shareholders.

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

completed by August 2023.

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

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

statements through December 14, 2023, the date that the condensed consolidated financial statements were available for issuance.

Company is not aware of any subsequent events which would require recognition or disclosure in the consolidated financial

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements