BriaCell Therapeutics Corp. 10-Q

Item 1. Financial Statements BRIACELL THERAPEUTICS CORP. CONDENSED CONSOLIDATED BALANCE SHEETS October 31, 2023 July 31, 2023 (Unaudited) (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 13,645,847 $ 21,251,092 Amounts receivable 21,410 18,873 Prepaid expenses 4,740,726 5,678,542 Total current assets 18,407,983 26,948,507 NON-CURRENT ASSETS: Investments 2 2 Intangible assets, net 211,250 215,068 Total non-current assets 211,252 215,070 Total assets $ 18,619,235 $ 27,163,577 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Trade payables $ 433,915 $ 1,123,739 Accrued expenses and other payables 612,590 677,718 Total current liabilities 1,046,505 1,801,457 NON-CURRENT LIABILITIES: Warrant liability 15,056,430 29,139,301 Total non-current liabilities 15,056,430 29,139,301 SHAREHOLDERS’ EQUITY (DEFICIT): Share capital of no par value - Authorized: unlimited at October 31, 2023 and July 31, 2023, Issued and outstanding: 15,981,726 shares October 31, 2023 and July 31, 2023, respectively 69,591,784 69,591,784 Additional paid in capital 7,918,999 7,421,950 Accumulated other comprehensive loss ( 138,684 ) ( 138,684 ) Non-controlling interest ( 205,111 ) - Accumulated deficit ( 74,650,688 ) ( 80,652,231 ) Total shareholders’ equity (deficit) 2,516,300 ( 3,777,181 ) Total liabilities and shareholders’ equity (deficit) $ 18,619,235 $ 27,163,577 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 BRIACELL THERAPEUTICS CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) 2023 2022 Three months ended October 31, 2023 2022 Operating Expenses: Research and development expenses $ 6,857,257 $ 3,255,215 General and administrative expenses 1,645,771 2,147,936 Total operating expenses 8,503,028 5,403,151 Operating loss ( 8,503,028 ) ( 5,403,151 ) Financial income, net 14,461,900 4,296,610 Net income (loss) for the period 5,958,872 ( 1,106,541 ) Net loss attributable to non-controlling interest ( 42,671 ) - Net income (loss) for the period attributable to BriaCell 6,001,543 ( 1,106,541 ) Net income (loss) per share attributable to BriaCell – basic $ 0.38 $ ( 0.07 ) Net income (loss) per share attributable to BriaCell – diluted ( 0.50 ) ( 0.07 ) Weighted average number of shares used in computing net basic earnings per share of common stock 15,981,726 15,518,018 Weighted average number of shares used in computing net diluted earnings per share of common stock 16,674,891 15,518,018 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 BRIACELL THERAPEUTICS CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) FOR THE THREE MONTHS ENDED OCTOBER 31, 2023 Share capital Additional paid in Accumulated other comprehensive Accumulated Total shareholders’ Number Amount capital loss deficit equity Balance, July 31, 2022 15,518,018 $ 65,589,293 $ 5,228,160 $ ( 138,684 ) $ ( 60,349,837 ) - $ 10,328,932 Issuance of options - - 1,111,941 - - 1,111,941 Loss for the period - - - - ( 1,106,541 ) - ( 1,106,541 ) Balance, October 31, 2022 15,518,018 $ 65,589,293 $ 6,340,101 $ ( 138,684 ) $ ( 61,456,378 ) - $ 10,334,332 Share capital Additional paid in Accumulated other comprehensive Accumulated Non- controlling Total shareholders’ equity Number Amount capital loss Equity interest (deficit) Balance, July 31, 2023 15,981,726 $ 69,591,784 $ 7,421,950 $ ( 138,684 ) $ ( 80,652,231 ) - $ ( 3,777,181 ) Balance 15,981,726 $ 69,591,784 $ 7,421,950 $ ( 138,684 ) $ ( 80,652,231 ) - $ ( 3,777,181 ) Instruments issued to minority shareholders at the Arrangement Date - - ( 36,767 ) - - ( 162,440 ) ( 199,207 ) Issuance of options - - 533,816 - - - 533,816 Income (loss) for the period - - - - 6,001,543 ( 42,671 ) 5,958,872 Balance, October 31, 2023 15,981,726 $ 69,591,784 $ 7,918,999 $ ( 138,684 ) $ ( 74,650,688 ) ( 205,111 ) $ 2,516,300 Balance 15,981,726 $ 69,591,784 $ 7,918,999 $ ( 138,684 ) $ ( 74,650,688 ) ( 205,111 ) $ 2,516,300 5 BRIACELL THERAPEUTICS CORP. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) 2023 2022 Three months ended October 31, 2023 2022 Cash flow from operating activities Net income (loss) for the period $ 5,958,872 $ ( 1,106,541 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,818 3,818 Share-based compensation 533,816 1,111,941 Interest expense - - Change in fair value of warrants ( 14,282,078 ) ( 4,117,790 ) Changes in assets and liabilities: Increase in amounts receivable ( 2,537 ) ( 5,595 ) Decrease in prepaid expenses 937,816 538,822 (Decrease) increase in accounts payable ( 689,824 ) 328,468 Decrease in accrued expenses and other payables ( 65,128 ) ( 295,505 ) Total cash flow from operating activities ( 7,605,245 ) ( 3,542,382 ) Cash flows from financing activities Share and warrant buyback program - ( 47,294 ) Total cash flow from financing activities - ( 47,294 ) Decrease in cash and cash equivalents ( 7,605,245 ) ( 3,589,676 ) Cash and cash equivalents at beginning of the period 21,251,092 41,041,652 Cash and cash equivalents at end of the period $ 13,645,847 $ 37,451,976 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 1: GENERAL a. BriaCell 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 the Company also trades on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX” and “BCTXW”. b. BriaCell 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. c. Basis of presentation of the financial statements: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the U.S Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting of a normal recurring nature which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report for the year ended July 31, 2023, filed with the SEC on October 25, 2023. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. d. The Company continues to devote substantially all of its efforts toward research and development activities. In the course of such activities, the Company has sustained operating losses and expects such losses to continue in the foreseeable future. The Company’s accumulated 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. The Company believes that its existing capital resources will be adequate to satisfy its expected liquidity requirements for at least twelve months from the issuance of the condensed consolidated financial statements. e. The 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. (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. f. On 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. (“BriaPro”), resulting in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell shareholders (“BriaCell Shareholders”). Pursuant 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. Immediately 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. As 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. Pursuant 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. Upon 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”). Pursuant 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: Each 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. Transition Services Agreement On 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 . Briacell 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. However, 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. 7 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES a. Use of estimates : The 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, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates. b. Recently issued and adopted accounting standards : As 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 reflects this election. The pronouncements below relate to standards that impact the Company. 1. In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. Effective August 1, 2021, the Company early adopted ASU 2016-13. Adoption of the new standard did not have a material impact on the financial statements. 2. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for the company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020. Effective August 1, 2021, the Company early adopted ASU 2020-06. Adoption of the new standard did not have a material impact on the financial statements. 8 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 3: CONTINGENT LIABILITIES AND COMMITMENTS a. BriaPro Warrants As 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 . b. Lease The 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. NOTE 4: FAIR VALUE MEASUREMENTS The 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: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS Fair Value Measurements at October 31, 2023 July 31, 2023 Level 1 Level 2 Total Level 1 Level 2 Total Financial Assets: Cash and cash equivalents 13,645,847 - 13,645,847 21,251,092 - 21,251,092 Total assets measured at fair value $ 13,645,847 $ - $ 13,645,847 $ 21,251,092 $ - $ 21,251,092 Financial liabilities: Warrants liability 4,394,042 10,662,388 15,056,430 9,742,023 19,397,278 29,139,301 Total liabilities measured at fair value $ 4,394,042 $ 10,662,388 $ 15,056,430 $ 9,742,023 $ 19,397,278 $ 29,139,301 We classify our cash and cash equivalents and the liability in respect of publicly traded warrants within Level 1 because we use quoted market prices in active markets. The fair value of the warrant liability for non-public warrants is measured using inputs other than quoted prices included in Level 1 that are observable for the liability either directly or indirectly, and thus are classified as Level 2 financial instruments. 9 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 5: SHAREHOLDERS’ EQUITY a. Authorized share capital The authorized share capital consists of an unlimited number of common shares with no par value. b. Issued share capital No shares were issued during the three-month period ended October 31, 2023. c. Share Purchase Warrants SUMMARY OF CHANGES IN WARRANTS (i) There were no changes in share purchase warrants for the three-month period ended October 31, 2023 as presented below: Number of warrants outstanding Weighted average exercise price Balance, July 31, 2023 and October 31, 2023 8,121,650 $ 5.76 SCHEDULE OF WARRANTS OUTSTANDING (ii) As of October 31, 2023, warrants outstanding were as follows: Number of Warrants Exercise Price(*) Exercisable At October 31, 2023 Expiry Date 51,698 $ 3.91 51,698 November 16, 2025 3,896,809 $ 5.31 3,896,809 February 26, 2026 – April 26, 2026 4,173,143 $ 6.19 4,173,143 December 7, 2026 8,121,650 8,121,650 (*) See note 3(a). d. Compensation Warrants (i) There were no changes to compensation warrants for the three-month period ended October 31, 2023. (ii) As of October 31, 2023, compensation warrants outstanding were as follows: SCHEDULE OF WARRANTS OUTSTANDING Number of Warrants Exercise Price(*) Exercisable At October 31, 2023 Expiry Date 4,890 $ 3.91 4,890 November 16, 2025 17,074 $ 5.31 17,074 February 26, 2026 24,688 $ 6.19 24,688 June 7, 2026 46,652 46,652 (*) See note 3(a). 10 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 5: SHAREHOLDERS’ EQUITY (Cont.) e. Warrant liability continuity The following table presents the summary of the changes in the fair value of the warrants: SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS Warrants liability Balance as of August 1, 2023 $ 29,139,301 Fair value of BriaPro Warrant Shares at Effective Date 199,207 Change in fair value during the period $ ( 14,282,078 ) Balance as of October 31, 2023 $ 15,056,430 The key inputs used in the valuation of the non-public warrants as of October 31, 2023 and at July 31, 2023 were as follows: SCHEDULE OF VALUATION OF WARRANTS October 31, 2023 July 31, 2023 Share price $ 4.25 $ 6.69 Exercise price $ 5.31 - 6.19 $ 5.31 - 6.19 Expected life (years) 2.32 - 3.10 2.58 - 3.35 Volatility 100 % 100 % Dividend yield 0 % 0 % Risk free rate 4.92 % 4.51 % The key inputs used in the valuation of the of the BriaPro Warrant Shares as of October 31, 2023 were as follows: SCHEDULE OF VALUATION OF WARRANTS August 31, 2023 (Effective Date) October 31, 2023 Share price $ 0.0365 $ 0.0365 Exercise price $ 0.0206 - 0.0308 $ 0.0206 - 0.0308 Expected life (years) 2.21 - 3.27 2.05 - 3.10 Volatility 100 % 100 % Dividend yield 0 % 0 % Risk free rate 4.40 % 4.50 % NOTE 6: SHARE-BASED COMPENSATION a. On August 2, 2022, the Company approved an omnibus equity incentive plan (“Omnibus Plan), which will permit the Company to grant incentive stock options, preferred share units, restricted share units (“RSU’s”), and deferred share units (collectively, the “Awards”) for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary of the Company. The maximum number of shares available for issuance under the Omnibus Plan shall not exceed 15 % of the issued and outstanding Shares, from time to time, less the number of Shares reserved for issuance under all other security-based compensation arrangements of the Company, including the existing Stock Option Plan. On February 9, 2023, the Omnibus Plan was approved by the shareholders. b. The following table summarizes the number of options granted to directors, officers, employees and consultants under the option plan for three-month period ended October 31, 2023 and related information: SUMMARY OF NUMBER OF OPTIONS GRANTED Number of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Balance as of July 31, 2023 2,131,400 $ 6.19 3.55 $ 1,065,700 Balance as of October 31, 2023 2,131,400 6.16 3.30 - Exercisable as of October 31, 2023 1,693,718 $ 6.17 3.02 $ - As 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. 11 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 6: SHARE-BASED COMPENSATION (Cont.) c. The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of October 31, 2023. SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS Exercise price Options outstanding as of October 31, 2023 Weighted average remaining contractual term (years) Options exercisable as of October 31, 2023 Weighted average remaining contractual term (years) Expiry Date $ 6.03 440,000 4.64 110,000 4.64 June 20, 2028 $ 7.16 21,000 4.33 7,875 4.33 February 27, 2028 $ 6.04 180,100 3.76 112,563 3.76 August 02, 2027 $ 4.71 31,000 3.56 23,250 3.56 May 20, 2027 $ 7.51 150,000 3.29 131,250 3.29 February 16, 2027 $ 8.47 524,700 3.20 524,700 3.20 January 13, 2027 $ 7.15 12,600 3.00 12,080 3.00 November 01, 2026 $ 5.74 100,000 2.84 100,000 2.84 September 01, 2026 $ 4.24 60,000 2.47 60,000 2.47 April 19, 2026 $ 4.24 612,000 2.41 612,000 2.41 March 29, 2026 2,131,400 1,693,718 d. As result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of October 31, 2023: SCHEDULE OF OPTION ISSUED AND OUTSTANDING Exercise Price Options outstanding as of October 31, 2023 Options exercisable as of October 31, 2023 Expiry Date $ 0.0933 440,000 110,000 June 20, 2028 $ 0.1108 21,000 7,875 February 27, 2028 $ 0.0984 180,100 112,563 August 02, 2027 $ 0.0729 31,000 23,250 May 20, 2027 $ 0.1162 150,000 131,250 February 16, 2027 $ 0.1310 524,700 524,700 January 13, 2027 $ 0.1165 12,600 12,080 November 01, 2026 $ 0.0888 100,000 100,000 September 01, 2026 $ 0.0656 60,000 60,000 April 19, 2026 $ 0.0656 612,000 612,000 March 29, 2026 2,131,400 1,693,718 e. Restricted Share Unit Plan The following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of October 31, 2023: SUMMARY OF RESTRICTED STOCK UNITS GRANTED Number of RSU’s outstanding Aggregate intrinsic value Balance, July 31, 2023 19,200 $ 123,072 Balance, October 31, 2023 19,200 $ 81,600 f. 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: SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES 2023 2022 Three months ended October 31, 2023 2022 Research and development expenses $ 257,809 350,256 General and administrative expenses 276,007 761,685 Total share-based compensation $ 533,816 1,111,941 12 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 7: BASIC AND DILUTED NET LOSS PER SHARE Basic 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. Conversely, a gain was recorded for the three-month period ending October 31, 2023, resulting in the inclusion of all potentially dilutive ordinary shares. SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE 2023 2022 Three months ended October 31, 2023 2022 (Unaudited) (Unaudited) Basic EPS Numerator: Net income (loss) $ 6,001,543 $ ( 1,106,541 ) Denominator: Shares used in computation of basic earnings per share 15,981,726 15,518,018 Basic EPS $ 0.38 $ ( 0.07 ) Diluted EPS Numerator: Net income (loss) attributable to common stock, basic $ 6,001,543 $ ( 1,106,541 ) Adjustment: Change in fair value of warrant liability ( 14,282,078 ) - Net (loss) attributable to common stock, diluted $ ( 8,280,535 ) $ ( 1,106,541 ) Denominator: Shares used in computing net EPS of common stock, basic 15,981,726 15,518,018 Stock Options 211,434 - Warrants 481,731 - Shares used in computation of diluted earnings per share 16,674,891 15,518,018 Diluted EPS $ ( 0.50 ) $ ( 0.07 ) NOTE 8: FINANCIAL INCOME (EXPENSES), NET SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET 2023 2022 Three months ended October 31, 2023 2022 Interest income $ 190,815 $ 188,353 Change in fair value of warrant liability 14,282,078 4,117,790 Foreign exchange loss ( 10,993 ) ( 9,533 ) Financial income, net $ 14,461,900 $ 4,296,610 NOTE 9: SUBSEQUENT EVENTS The 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. The Company is not aware of any subsequent events which would require recognition or disclosure in the consolidated financial statements. 13