What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-03-18 compared with 2023-12-14 · 263 added, 191 removed, 279 unchanged (62% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

October 31, 2023

January 31, 2024

July 31, 2023

5 unchanged sentences

NON-CURRENT ASSETS:

Equity investment in BC Therapeutics

Intangible assets, net

8 unchanged sentences

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

SHAREHOLDERS’ DEFICIT:

Share Capital of no par value - Authorized:

unlimited at January 31, 2024 and July 31, 2023, Issued and outstanding:

15,981,726 shares January 31, 2024 and July 31, 2023, respectively

Share-based payment reserve

Accumulated other comprehensive loss

3 unchanged sentences

( 80,652,231 )

Total shareholders’ equity (deficit)

Total shareholders’ deficit

( 8,317,455 )

Total liabilities and shareholders’ equity (deficit)

( 3,777,181 )

Total liabilities and shareholders’ deficit

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2024

Three months ended

Six months ended

Operating Expenses:

5 unchanged sentences

( 4,486,323 )

Financial income, net

Net income (loss) for the period

( 18,332,474 )

( 9,889,474 )

Financial expenses, net

( 1,486,119 )

( 7,395,439 )

( 3,098,829 )

Share of loss on equity investment

Net loss for the period

$ ( 11,333,910 )

$ ( 11,881,762 )

$ ( 5,375,038 )

( 12,988,303 )

Net loss attributable to non-controlling interest

Net income (loss) for the period attributable to BriaCell

Net loss and Comprehensive loss for the period attributable

( 11,294,603 )

Net income (loss) per share attributable to BriaCell –

( 11,881,762 )

( 5,293,060 )

( 12,988,303 )

Net loss per share attributable to BriaCell – basic and diluted

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

2 unchanged sentences

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED OCTOBER 31, 2023

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE AND SIX MONTHS ENDED JANUARY 31, 2024

Share capital

Additional paid in

Accumulated other comprehensive

Accumulated other

comprehensive

shareholders’

Balance, July 31, 2022

Balance, October 31, 2023

$ ( 138,684 )

$ ( 74,650,688 )

$ ( 205,111 )

Issuance of options

2 unchanged sentences

( 11,333,910 )

Balance, October 31, 2022

Balance, January 31, 2024

$ ( 138,684 )

$ ( 85,945,291 )

$ ( 244,418 )

$ ( 8,317,455 )

Share capital

1 unchanged sentence

comprehensive

shareholders’ equity

shareholders’

Balance, July 31, 2023

2 unchanged sentences

$ ( 3,777,181 )

Instruments issued to minority shareholders at the Arrangement Date

Issuance of options

Loss for the period

( 5,293,060 )

( 5,375,038 )

Balance, January 31, 2024

$ ( 138,684 )

Instruments issued to minority shareholders at the Arrangement Date

$ ( 85,945,291 )

$ ( 244,418 )

$ ( 8,317,455 )

Share capital

Additional paid in

Accumulated other comprehensive

shareholders’

Balance, October 31, 2022

$ ( 138,684 )

$ ( 61,456,378 )

Issuance of options

Loss for the period

( 11,881,762 )

Balance, January 31, 2023

$ ( 138,684 )

$ ( 73,338,140 )

$ ( 1,280,586 )

Share capital

Additional paid in

Accumulated other comprehensive

shareholders’

Balance, July 31, 2022

$ ( 138,684 )

$ ( 60,349,837 )

$ ( 138,684 )

$ ( 60,349,837 )

Issuance of options

Loss for the period

( 12,988,303 )

Income (loss) for the period

Balance, October 31, 2023

( 12,988,303 )

Balance, January 31, 2023

$ ( 138,684 )

$ ( 73,338,140 )

$ ( 1,280,586 )

$ ( 138,684 )

$ ( 73,338,140 )

$ ( 1,280,586 )

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

Three months ended October 31,

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2024

Six months ended January 31,

Cash flow from operating activities

Net income (loss) for the period

$ ( 5,375,038 )

$ ( 12,988,303 )

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

1 unchanged sentence

Share-based compensation

Interest expense

Share of loss on equity investment

Change in fair value of warrants

( 12,714,331 )

( 4,117,790 )

Changes in assets and liabilities:

1 unchanged sentence

Decrease in prepaid expenses

(Decrease) increase in accounts payable

Increase in trade payable

Decrease in accrued expenses and other payables

2 unchanged sentences

( 7,494,122 )

Cash flows from investing activities

Equity Investment in BC Therapeutics ( * )

Total cash flow from investing activities

Cash flows from financing activities

6 unchanged sentences

Cash and cash equivalents at end of the period

(*) $ 125,000 of this amount was loaned to BC Therapeutics during the year ended July 31, 2023

and an additional $ 175,000 was loaned to BC Therapeutics between August 1, 2023 and December 20, 2023.

The total amount ($ 300,000 ) was

converted into an investment).

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

2 unchanged sentences

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

GENERAL AND GOING CONCERN

Therapeutics Corp.

1 unchanged sentence

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”.

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

Therapeutics Corporation.

26 unchanged sentences

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.

deficit as of January 31, 2024 was $ 85,945,291 and negative cash flows from operating activities during the six-month period ended

January 31, 2024 was $ 15,006,564 .

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’s ability to continue as a going concern is dependent upon its ability to attain future profitable

operations and to obtain the necessary financing to meet its obligations arising from normal business operations when they come due.

uncertainty of the Company’s ability to raise such financial capital casts significant doubt on the Company’s ability to continue

as a going concern.

These consolidated financial statements do not include any adjustments to the amounts and classification of assets

and liabilities that might be necessary should the Company not be able to continue as a going concern.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

GENERAL AND GOING CONCERN (Cont.)

Company has two wholly-owned U.S.

10 unchanged sentences

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”).

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”).

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

18 unchanged sentences

the BriaPro incentive plan.

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

options, as follows:

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

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

1 unchanged sentence

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.

to the Arrangement, all BriaCell Restricted Shares Units (“RSU”) holders received the same amount of BriaPro RSU’s

under the BriaPro incentive plan.

Services Agreement

5 unchanged sentences

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.

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.

Therapeutics Corp

4 unchanged sentences

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

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.

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 consolidated financial statements,

and the reported amount of expenses during the reporting periods.

Actual results could differ from those estimates.

Equity method investments :

in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using

the equity method, with the Company’s share of losses reported in loss from equity method investments on the statements of loss

and comprehensive loss.

Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses,

and impairment, if any, within interest in equity investees on the statements of financial position.

Recently issued and adopted accounting standards :

6 unchanged sentences

The pronouncements below relate to standards that impact the Company.

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.

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

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

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

- 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.

In March 2022, the FASB issued ASU 2022-02 - Financial

Instruments—Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures.

This standard eliminates the

accounting guidance on TDRs for creditors in ASC 310-40 and amends the guidance on “vintage disclosures” to require disclosure

of current period gross write-offs by year of origination.

The ASU also updates the requirements related to accounting for credit losses

under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing

financial difficulty.

The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim

periods within those fiscal years, for any entities that have adopted ASU 2016-13 - Financial Instruments - Credit Losses (Topic

Measurement of Credit Losses on Financial Instruments.

The adoption of this standard did not result in amended disclosures

in the Company’s Condensed Consolidated Financial Statements, nor did this standard have a material impact the Company’s results of operations.

Therapeutics Corp

1 unchanged sentence

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

In July 2023, the FASB

issued 2023-03 — Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income

(Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022, EITF

Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X:

Loss Applicable to Common Stock (SEC Update).

The adoption of this standard did not result in amended disclosures

in the Company’s Condensed Consolidated Financial Statements, nor did this standard have a material impact the Company’s results of operations.

INVESTMENT IN BC THERAPEUTICS INC.

December 21, 2021, the Company and BC Therapeutics, Inc.

(“BC Therapeutics” or “the Investee”) entered a

share purchase agreement (“SPA”), pursuant to which the Company invested $ 300,000

at $ 1.25 per BC Therapeutics share for a 37.5 %

interest in the Investee.

Pursuant to the SPA, Briacell also received two options to invest an additional $ 225,000

per option at $ 1.25 per BC Therapeutics share.

The first option expires on February 15, 2024 and the second option expires on June

30, 2024 (“BC Therapeutics Options”).

In accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued

in accordance with the Black Scholes Option Price Model, using the following assumptions:

Exercise price:

Dividend yield:

Risk free interest rate:

to January 31, 2024, the Company exercised the first option on February 1, 2024 and now holds 51 %

of BC Therapeutics.

Therapeutics has a board of four representatives, with two representatives appointed by BriaCell and two representatives appointed by

the existing shareholders.

All significant decisions related to BC Therapeutics require the approval of at least a majority of the board

in the Company’s Investment in BC Therapeutics is summarized as follows:

OF CHANGES IN INVESTMENT

Balance – August 1, 2023

Funding (including the value of the BC Therapeutics Options)

Share of losses:

Operating expenses

Balance – January 1, 2024

following amounts represent the Company’s 37.5 % share of the assets and liabilities of BC Therapeutics:

OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

January 31, 2024

Current assets:

CONTINGENT LIABILITIES AND COMMITMENTS

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.

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 is currently in a 12 -month commitment (ending August 31, 2024 ) for office and lab space in Philadelphia, PA, costing the company

approximately $ 36,000 per month.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

FAIR VALUE MEASUREMENTS

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

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

31, 2024, and July 31, 2023:

OF FAIR VALUE ON A RECURRING BASIS

OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurements at

October 31, 2023

January 31, 2024

July 31, 2023

5 unchanged sentences

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

market prices in active markets.

Company classifies its 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.

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.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SHAREHOLDERS’ EQUITY

2 unchanged sentences

Issued share capital

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

shares were issued during the six-month period ended January 31, 2024.

Share Purchase 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:

were no changes in share purchase warrants for the six-month period ended January 31, 2024 as presented below:

average exercise

Balance, July 31, 2023 and October 31, 2023

Balance, July 31, 2023 and January 31, 2024

OF WARRANTS OUTSTANDING

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

Exercise Price(*)

Exercisable At

October 31, 2023

November 16, 2025

February 26, 2026 – April 26, 2026

December 7, 2026

(*) See note 3(a).

of January 31, 2024, warrants outstanding were as follows:

26, 2026 – April 26, 2026

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SHAREHOLDERS’ EQUITY (Cont.)

Compensation Warrants

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:

were no changes to compensation warrants for the six-month period ended January 31, 2024.

of January 31, 2024, compensation warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

1 unchanged sentence

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

6 unchanged sentences

$ ( 12,714,331 )

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:

Balance as of January 31, 2024

key inputs used in the valuation of the non-public warrants as of January 31, 2024 and at July 31, 2023 were as follows:

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.)

OF VALUATION OF WARRANTS

October 31, 2023

July 31, 2023

Exercise price

$ 5.31 - 6.19

Expected life (years)

Dividend yield

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:

3.99 - 4.21 %

key inputs used in the valuation of the of the BriaPro Warrant Shares as of January 31, 2024 were as follows:

OF VALUATION OF WARRANTS

August 31, 2023

(Effective Date)

Exercise price

$ 0.0206 - 0.0308

0.0206 - 0.0308

Expected life (years)

Dividend yield

Risk free rate

3.99 - 4.00 %

SHARE-BASED COMPENSATION

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

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

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

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

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

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

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

On February 9, 2023, the Omnibus

Plan was approved by the shareholders.

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:

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

OF NUMBER OF OPTIONS GRANTED

4 unchanged sentences

Balance as of July 31, 2023

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

Balance as of January 31, 2024

Exercisable as of January 31, 2024

of January 31, 2024 there are $ 1,556,676 of total unrecognized costs related to share-based compensation that is expected to be recognized

over a period of up to 1.25 years.

3 unchanged sentences

SHARE-BASED COMPENSATION (Cont.)

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

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

OF OUTSTANDING AND EXERCISABLE OPTIONS

outstanding as of

October 31, 2023

January 31, 2024

exercisable as of

October 31, 2023

January 31, 2024

June 20, 2028

7 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:

result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of January 31, 2024:

OF OPTION ISSUED AND OUTSTANDING

outstanding as of October 31, 2023

outstanding as of January 31, 2024

exercisable as of

October 31, 2023

January 31, 2024

June 20, 2028

8 unchanged sentences

Share Unit Plan

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

following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of January 31, 2024:

OF RESTRICTED STOCK UNITS GRANTED

1 unchanged sentence

Balance, July 31, 2023

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:

Balance, January 31, 2024

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.)

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

period ended January 31, 2024 and 2023 is comprised as follows:

OF SHARE-BASED COMPENSATION EXPENSES

Three months ended

Six months ended

Research and development expenses

1 unchanged sentence

Total share-based compensation

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

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 )

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

1 unchanged sentence

Three months ended

Six months ended

Interest income

Change in fair value of warrant liability

Foreign exchange loss

Financial income, net

SUBSEQUENT EVENTS

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

( 1,567,747 )

( 7,629,502 )

( 3,511,712 )

Foreign exchange gain (loss)

Financial income (expenses), net

$ ( 1,486,119 )

$ ( 7,395,439 )

$ ( 3,098,829 )

SUBSEQUENT EVENT

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

through March 18, 2024, 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, except as follows:

As disclosed in note 3, subsequent to January 31, 2024, on February 1, 2024 the Company exercised an option

to acquire an additional interest in BC Therapeutics and now owns 51 %.

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