What changed in this filing

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Item 1A. Risk Factors

2024-10-29 compared with 2023-10-25 · 255 added, 145 removed, 818 unchanged (33% of the section changed)

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have a history of losses, may incur future losses and may not achieve profitability

is a development stage immune-oncology biotechnology corporation that to date has not recorded any revenues from the sale of

diagnostic or therapeutic products.

Since incorporation, BriaCell has accumulated net losses and expects such losses to

continue as it commences product and pre-clinical development and eventually enters into license agreements for its technology.

incurred net losses of $20,302,394 and $26,838,903 in the fiscal years ended 2023 and 2022, respectively.

Management expects to

continue to incur substantial operating losses unless and until such time as product sales generate sufficient revenues to fund

continuing operations.

BriaCell has neither a history of earnings nor has it paid any dividends, and it is unlikely to pay dividends

or enjoy earnings in the immediate or foreseeable future.

is a development stage immune-oncology biotechnology corporation that to date has not recorded any revenues from the sale of diagnostic

or therapeutic products.

Since incorporation, BriaCell has accumulated net losses and expects such losses to continue as it commences

product and pre-clinical development and eventually enters into license agreements for its technology.

We incurred net losses of $4,791,466

and $20,302,394 in the fiscal years ended 2024 and 2023, respectively.

Management expects to continue to incur substantial operating

losses unless and until such time as product sales generate sufficient revenues to fund continuing operations.

BriaCell has neither a

history of earnings nor has it paid any dividends, and it is unlikely to pay dividends or enjoy earnings in the immediate or foreseeable

is substantial doubt about our ability to continue as a going concern

Company has incurred significant losses since its inception, including net losses of $4,791,466 and $20,302,394 in the fiscal years ended

2024 and 2023, respectively, and an accumulated deficit of $85,443,697 and $80,652,231 as of July 31, 2024 and July 31, 2023, respectively.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s

continuation as a going concern is dependent upon its ability to generate positive cash flows from operations and to secure additional

sources of equity and/or debt financing.

Despite the Company’s intent to fund operations through equity and debt financing arrangements,

there is no assurance that such financing will be available on terms acceptable to the Company, if at all.

This going concern risk may materially limit our ability to raise additional funds through the issuance of new debt

or equity or may adversely affect the terms upon which such capital may be available.

The inability to obtain sufficient financing on

acceptable terms could have a material adverse effect on the Company’s financial condition, results of operations, and business

Company is actively pursuing strategies to mitigate these risks, focusing on transitioning towards revenue generation from its existing

product offerings and expanding its customer base.

However, there can be no assurance that these efforts will prove successful or that

the Company will achieve its intended financial stability.

The failure to successfully address these going concern risks may materially

and adversely affect the Company’s business, financial condition, and results of operations.

Investors should consider the substantial

risks and uncertainties inherent in the Company’s business before investing in the Company’s securities.

are a pre-revenue clinical stage company

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manage the Company’s expansion could have a material adverse effect on its business and results of operations.

BriaPro may not generate

revenue as expected

a majority shareholder of BriaPro.

may not generate revenue as expected

are a majority shareholder of BriaPro.

BriaPro may not generate financial returns or may not yield the desired business outcome.

of our investment in a company is sometimes dependent on the availability of additional funding on favorable terms or a liquidity event

such as an initial public offering.

We may record impairment charges in relation to our strategic investments which will have a negative

impact on our financial position.

This may expose us to additional reputational, financial, legal, compliance or operational risks.

This could impact

our return on our investment.

success of our investment in a company is sometimes dependent on the availability of additional funding on favorable terms or a liquidity

event such as an initial public offering.

We may record impairment charges in relation to our strategic investments which will have a

negative impact on our financial position.

may expose us to additional reputational, financial, legal, compliance or operational risks.

This could impact our return on our investment.

In the event BriaPro fails to generate revenue, this may erode or dilute its value to our shareholders.

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studies and initial clinical trials are not necessarily predictive of future results

tests and Phase I/II clinical trials are primarily designed to test safety, to study pharmacokinetics and pharmacodynamics and to understand

tests and Phase 1/2 clinical trials are primarily designed to test safety, to study pharmacokinetics and pharmacodynamics and to understand

the side effects of product candidates at various doses and schedules.

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for the successful operation of its business.

Phase I of the Company’s research and development is planned to be completed by qualified

professionals and is expected to concentrate on treatment of advanced breast cancer.

Pivotal Phase 3 of Bria-IMT™ regimen with an immune check point inhibitor, and Phase

1/2 study of Bria-OTS ™, and the Company’s research and product development is planned to be completed by qualified professionals

and is expected to concentrate on treatment of advanced breast cancer and prostate cancer.

The loss of the services of any of these personnel

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Company and its customers could suffer harm if personal and health information were accessed by third parties due to a system security

The collection of data requires the Company to receive and store a large amount of personally identifiable data.

The collection of data requires the Company to receive and store a large amount of personally de-identifiable data.

Recently, data

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respect to our future commercialization efforts, including, among others, that:

may not have adequate financial or other resources to complete the development of our product, including two stages of clinical development

that are necessary in order to commercialize our products;

we may not have adequate

financial or other resources to complete the development of our product, including two stages of clinical development that are necessary

in order to commercialize our products;

may not be able to manufacture our products in commercial quantities, at an adequate quality or at an acceptable cost;

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may be affected

our drug candidates are currently in clinical trials, we face an inherent risk of product liability suits and will face an even greater risk

if we obtain approval to commercialize any drugs.

our drug candidates are currently in clinical trials, we face an inherent risk of product liability suits and will face an even greater

risk if we obtain approval to commercialize any drugs.

For example, we may be sued if our drug candidates cause or are perceived to cause

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eventual outcome, liability claims may result in:

demand for our drugs;

to our reputation;

of clinical trial participants and inability to continue clinical trials;

of investigations by regulators;

to defend the related litigation;

of management’s time and our resources;

monetary awards to trial participants or patients;

recalls, withdrawals or labeling, marketing or promotional restrictions;

of any available insurance and our capital resources;

inability to commercialize any drug candidate;

decline in the price of our common shares.

decreased demand for our

injury to our reputation;

withdrawal of clinical

trial participants and inability to continue clinical trials;

initiation of investigations

by regulators;

costs to defend the related

diversion of management’s

time and our resources;

substantial monetary awards

to trial participants or patients;

product recalls, withdrawals

or labeling, marketing or promotional restrictions;

loss of revenue;

exhaustion of any available

insurance and our capital resources;

the inability to commercialize

any drug candidate;

a decline in the price

of our common shares.

believe that we currently have appropriate insurance covering clinical trials.

However, it may transpire that the amount of such insurance coverage may not be adequate, we may be unable to maintain such

insurance, or we may not be able to obtain additional or replacement insurance at a reasonable cost, if at all.

Any inability to maintain sufficient

product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the

commercialization of drugs we develop, alone or with collaborators.

Our insurance policies may also have various exclusions,

and we may be subject to a product liability claim for which we have no coverage.

We may have to pay any amounts awarded by a court or

negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be

able to obtain, sufficient capital to pay such amounts.

Even if our agreements with any future corporate collaborators entitle us to

indemnification against losses, such indemnification may not be available or adequate should any claim arise.

However, it may transpire that the amount of such insurance

coverage may not be adequate, we may be unable to maintain such insurance, or we may not be able to obtain additional or replacement

insurance at a reasonable cost, if at all.

Any inability to maintain sufficient product liability insurance at an acceptable cost to

protect against potential product liability claims could prevent or inhibit the commercialization of drugs we develop, alone or with

collaborators.

Our insurance policies may also have various exclusions, and we may be subject to a product liability claim for which

we have no coverage.

We may have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations

or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts.

our agreements with any future corporate collaborators entitle us to indemnification against losses, such indemnification may not be

available or adequate should any claim arise.

Additionally,

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unsuitable, and may result in:

demand for those products;

to our reputation;

incurred related to product recalls;

our opportunities to enter into future commercial partnerships;

decline in the price of our common shares.

economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships

and conflicts, such as the conflict between Russia and Ukraine and rising tensions in the Middle East, could make it more difficult for us to access financing and could

adversely affect our business and operations.

decreased demand for those

damage to our reputation;

costs incurred related

to product recalls;

limiting our opportunities

to enter into future commercial partnerships;

a decline in the price

of our common shares.

economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and

conflicts, such as the conflict between Russia and Ukraine and rising tensions in the Middle East, could make it more difficult for us

to access financing and could adversely affect our business and operations.

ability to raise capital is subject to the risk of adverse changes in the market value of our stock.

Periods of macroeconomic

weakness or recession and heightened market volatility caused by adverse geopolitical developments could increase these risks,

potentially resulting in adverse impacts on our ability to raise further capital on favorable terms.

The impact of geopolitical

tension, such as rising tensions in the Middle East, a deterioration in the bilateral relationship between the US and China or an

escalation in conflict between Russia and Ukraine, including any resulting sanctions, export controls or other restrictive actions

that may be imposed by the US and/or other countries against governmental or other entities in, for example, Russia, also could lead

to disruption, instability and volatility in global trade patterns, which may in turn impact our ability to source necessary

reagents, raw materials and other inputs for our research and development operations.

Periods of macroeconomic weakness

or recession and heightened market volatility caused by adverse geopolitical developments could increase these risks, potentially resulting

in adverse impacts on our ability to raise further capital on favorable terms.

The impact of geopolitical tension, such as the war in

the Middle East, a deterioration in the bilateral relationship between the US and China or an escalation in conflict between Russia and

Ukraine, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the US and/or other countries

against governmental or other entities in, for example, Russia, also could lead to disruption, instability and volatility in global trade

patterns, which may in turn impact our ability to source necessary reagents, raw materials and other inputs for our research and development

may be adversely affected by the effects of inflation.

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and when the cost inflation is incurred.

material breach in security relating to the Company’s information systems and regulation related to such breaches, cyber-attacks,

or other disruptions could adversely affect the Company, expose us to liability and affect our business and reputation.

security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the

Internet, and the increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other

external parties, some of which may be linked to terrorist organizations or hostile foreign governments.

Cybersecurity attacks are becoming

more sophisticated and include malicious software, ransomware, attempts to gain unauthorized access to data and other electronic security

breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information

and corruption of data, substantially damaging the Company’s reputation.

Any person who circumvents the security measures could

steal proprietary or confidential customer information or cause interruptions in the Company’s operations.

are increasingly dependent on our information technology systems and infrastructure for our business.

We, our collaborators and our service

providers collect, store, and transmit sensitive information including intellectual property, proprietary business information, and personal

information in connection with our business operations.

The secure maintenance of this information is critical to our operations and

business strategy.

Some of this information could be an attractive target of criminal attack by third parties with a wide range of motives

and expertise, including organized criminal groups, “hacktivists,” disgruntled current or former employees, nation-state

and nation-state supported actors, and others.

Cyber-attacks are of ever-increasing levels of sophistication, and despite our security

measures, our information technology and infrastructure may be vulnerable to such attacks or may be breached, including due to employee

error or malfeasance.

have implemented information security measures to protect our systems, proprietary information, and sensitive data against the risk of

inappropriate and unauthorized external use and disclosure and other types of compromise.

However, despite these measures, and due to

the ever-changing information cyber-threat landscape, we cannot guarantee that these measures will be adequate to detect, prevent or

mitigate security breaches and other incidents and we may be subject to data breaches through cyber-attacks, malicious code (such as

viruses and worms), phishing attacks, social engineering schemes, and insider theft or misuse.

Any such breach could compromise our networks

and the information stored there could be accessed, modified, destroyed, publicly disclosed, lost or stolen.

If our systems become compromised,

we may not promptly discover the intrusion.

security breach or other incident, whether real or perceived, could cause us to suffer reputational damage.

Such incidents could result

in costs to respond to, investigate and remedy such incidents, notification obligations to affected individuals, government agencies,

credit reporting agencies and other third parties, legal claims or proceedings, and liability under our contracts with other parties

and federal and state laws that protect the privacy and security of personal information.

The Company’s failure to prevent security

breaches, or well-publicized security breaches affecting the Internet in general, could significantly harm the Company’s reputation

and business and financial results.

Related to Our Intellectual Property

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property from unauthorized disclosure, third-party infringement or misappropriation, for the following reasons:

agreements may be breached, may not provide the scope of protection we believe they provide or may be determined to be unenforceable;

may have inadequate remedies for any breach;

information could be disclosed to our competitors;

may independently develop substantially equivalent or superior proprietary information and techniques or otherwise gain access to

our trade secrets or disclose such technologies.

the agreements may be breached,

may not provide the scope of protection we believe they provide or may be determined to be unenforceable;

we may have inadequate

remedies for any breach;

proprietary information

could be disclosed to our competitors;

others may independently

develop substantially equivalent or superior proprietary information and techniques or otherwise gain access to our trade secrets

or disclose such technologies.

Specifically,

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face the risk that:

product candidate may not prove safe or efficacious;

results with respect to any product candidate may not confirm the positive results from earlier preclinical studies or clinical trials;

results may not meet the level of statistical significance required by the FDA, Health Canada or other regulatory authorities;

results will justify only limited and/or restrictive uses, including the inclusion of warnings and contraindications, which could

significantly limit the marketability and profitability of the therapeutic candidate.

a product candidate may

not prove safe or efficacious;

the results with respect

to any product candidate may not confirm the positive results from earlier preclinical studies or clinical trials;

the results may not meet

the level of statistical significance required by the FDA, Health Canada or other regulatory authorities;

the results will justify

only limited and/or restrictive uses, including the inclusion of warnings and contraindications, which could significantly limit

the marketability and profitability of the therapeutic candidate.

delay or failure in obtaining the required regulatory approvals will materially and adversely affect our ability to generate future revenues

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not limited to:

in securing clinical investigators or trial sites for the clinical trials;

in obtaining institutional review board and other regulatory approvals to commence a clinical trial;

than anticipated patient recruitment and enrollment;

or inconclusive results from clinical trials;

safety issues;

dosing issues;

inability to monitor patients adequately during or after treatment;

with investigator or patient compliance with the trial protocols.

delays in securing clinical

investigators or trial sites for the clinical trials;

delays in obtaining institutional

review board and other regulatory approvals to commence a clinical trial;

slower than anticipated

patient recruitment and enrollment;

negative or inconclusive

results from clinical trials;

unforeseen safety issues;

uncertain dosing issues;

an inability to monitor

patients adequately during or after treatment;

problems with investigator

or patient compliance with the trial protocols.

number of companies in the pharmaceutical and biotechnology industries, including those with greater resources and experience than us,

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risks include:

specific taxation policies;

of additional foreign governmental controls or regulations;

license requirements;

in tariffs and other trade restrictions;

of collecting receivables in a foreign jurisdiction.

country specific taxation policies;

imposition of additional foreign governmental controls

or regulations;

export license requirements;

changes in tariffs and other trade restrictions;

complexity of collecting receivables in a foreign jurisdiction.

applicable agreements relating to business in foreign jurisdictions are governed by foreign laws and are subject to dispute resolution

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we will be able to comply with such applicable listing standards.

July 3, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the Company’s

Market Value of Listed Securities (“MVLS”) for the 33 consecutive business days from May 15, 2024, to July 2, 2024, the Company

did not meet the minimum MVLS of $35,000,000 required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(b)(2).

letter also indicated that the Company will be provided with the Compliance Period of 180 calendar days, or until December 30, 2024,

in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C).

If we regain compliance with the MVLS, Nasdaq will provide

written confirmation to us and close the matter.

the event that we do not regain compliance prior to the end of the compliance period, we will receive written notification that our securities

are subject to delisting, at which point we may appeal the delisting determination.

addition, on August 22, 2024, the Company received a letter from the Nasdaq Listing Qualifications Department notifying the Company that,

for the last 30 consecutive business days, the closing bid price for the Company’s common shares have been below the minimum $1.00

per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum

Bid Price Requirement”).

accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until February 18, 2025, to regain

compliance with the Minimum Bid Price Requirement.

the Company does not regain compliance with the Minimum Bid Price Requirement by February 18, 2025, the Company may be afforded a second

180 calendar day period to regain compliance.

To qualify, the Company will be required to meet the continued listing requirement for

market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market (which

the Company currently does not meet) with the exception of the Minimum Bid Price Requirement and will need to provide written

notice of its intention to cure the deficiency during such additional compliance period, by effecting a reverse split of its common shares,

if necessary.

If it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not

eligible for the additional compliance period, and the Company does not regain compliance by February 18, 2025, Nasdaq will provide written

notification to the Company that its common shares are subject to delisting.

At that time, the Company may appeal the delisting determination

to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

Nasdaq determines to delist our securities from trading on its exchange and we are unable to obtain listing on another national securities

exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders:

liquidity of our common shares;

market price of our common shares;

ability to obtain financing for the continuation of our operations;

number of investors that will consider investing in our common shares;

number of market makers in our common shares;

availability of information concerning the trading prices and volume of our common shares;

number of broker-dealers willing to execute trades in shares of our common shares.

issuance of our common shares could dilute the interests of existing shareholders

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have an adverse effect on the market price of our common shares.

Short sellers may be manipulative and may

drive down the market price of our common shares

sellers may be manipulative and may drive down the market price of our common shares

selling is the practice of selling securities that the seller does not own, but rather has borrowed or intends to borrow from a third

party with the intention of buying identical securities at a later date to return to the lender.

A short seller hopes to

profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares,

as the short seller expects to pay less in that purchase than it received in the sale.

It is therefore in the short seller’s

interest for the price of the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or characterizations

A short seller hopes to profit from

a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the

short seller expects to pay less in that purchase than it received in the sale.

It is therefore in the short seller’s interest

for the price of the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or characterizations

regarding the relevant issuer, often involving misrepresentations of the issuer’s business prospects and similar matters calculated

to create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short.

As a public entity, we may be the subject

of concerted efforts by short sellers to spread negative information in order to gain a market advantage.

In addition, the publication

of misinformation may also result in lawsuits, the uncertainty and expense of which could adversely impact our reputation, business, financial

condition, and operating results.

There are no assurances that we will not face short sellers’ efforts or similar tactics in the

future, and the market price of our common shares may decline as a result of their actions.

have a significant number of restricted share units, options and warrants outstanding, and while these options and warrants are

outstanding, it may be more difficult to raise additional equity capital

of October 25, 2023, we had outstanding restricted share units, options and warrants to purchase 10,314,012 common shares,

respectively.

The holders of these restricted share units, options and warrants are given the opportunity to profit from a rise in

the market price of our common shares.

We may find it more difficult to raise additional equity capital while these options and

warrants are outstanding.

At any time during which these warrants are likely to be exercised, we may be unable to obtain additional

equity capital on more favorable terms from other sources.

Additionally, the exercise of these options and warrants will cause the

increase of our outstanding Common shares, which could have the effect of substantially diluting the interests of our current

shareholders.

a public entity, we may be the subject of concerted efforts by short sellers to spread negative information in order to gain a market

In addition, the publication of misinformation may also result in lawsuits, the uncertainty and expense of which could adversely

impact our reputation, business, financial condition, and operating results.

There are no assurances that we will not face short sellers’

efforts or similar tactics in the future, and the market price of our common shares may decline as a result of their actions.

have a significant number of restricted share units, options and warrants outstanding, and while these options and warrants are outstanding,

it may be more difficult to raise additional equity capital

of October 28, 2024, we had outstanding restricted share units, options and warrants to purchase 18,428,012 common shares, respectively.

The holders of these restricted share units, options and warrants are given the opportunity to profit from a rise in the market price

of our common shares.

We may find it more difficult to raise additional equity capital while these options and warrants are outstanding.

At any time during which these securities are likely to be exercised, we may be unable to obtain additional equity capital on more favorable

terms from other sources.

Additionally, the exercise of these options and warrants will cause an increase of our outstanding common shares,

which could have the effect of substantially diluting the interests of our current shareholders.

of a substantial number of our common shares in the public market by our existing shareholders could cause our share price to fall

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have 18,428,012 shares issuable upon exercise of restricted share units, options and warrants.

Sales of shares by these shareholders could have a material adverse effect

on the trading price of our common shares.

We intend to register the offering, issuance, and sale of all common shares that we may issue

under our equity compensation plans.

Once we register these shares, they can be freely sold in the public market upon issuance, subject

to volume limitations applicable to affiliates and the lock-up agreements.

Sales of shares by these shareholders

could have a material adverse effect on the trading price of our common shares.

We intend to register the offering, issuance, and sale

of all common shares that we may issue under our equity compensation plans.

Once we register these shares, they can be freely sold in

the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements.

are an Emerging Growth Company, which may reduce the amount of information available to investors

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from various requirements that are applicable to public companies that are not emerging growth companies including:

provisions of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report

on the effectiveness of our internal control over financial reporting;

rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement

to the auditor’s report on the financial statements.

the provisions of the Sarbanes-Oxley

Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal

control over financial reporting;

any rules that may be adopted

by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report

on the financial statements.

intend to take advantage of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year of the fifth anniversary of our initial public offering in the

United States, (b) in which we have total annual gross revenue of at least US$1.235 billion, or (c) in which we are deemed to be a large

accelerated filer, which means the market value of our Common shares that is held by non-affiliates exceeds US$700 million as of the

prior June 30;

and (2) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year

United States, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be

a large accelerated filer, which means the market value of our Common shares that is held by non-affiliates exceeds $700 million

as of the prior June 30;

and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior

three-year period.

cannot predict if investors will find our common shares or listed warrants (“Warrants”) less attractive because we may rely

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in the exception.

(See the discussion of PFIC status under “Taxation, U.S.

Federal Income Taxation”, below.

Because the determination

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shareholder to make a QEF election but there is no assurance that we will

See the discussion of PFIC status under “Taxation, U.S.

Federal Income Taxation”, below.

estimates of revenue, expenses, or capital or liquidity requirements change or are inaccurate, or if cash generated from operations is

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Finally, the terms of securities issued in future

capital transactions may include preferences that are more favourable to new investors.

capital transactions may include preferences that are more favorable to new investors.

securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they

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officers residing outside of Canada

are a corporation incorporated under the laws of British Columbia with our principal place of business in West Vancouver.

are a corporation incorporated under the laws of British Columbia with our registered office in West Vancouver.

directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our

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on violations of Canadian securities laws.

UNRESOLVED STAFF COMMENTS

of September 2023, the Company commenced a month-to-month lease arrangement for office and lab space in Philadelphia, Pennsylvania, in the

amount of approximately $36,000 per month.

LEGAL PROCEEDINGS

may be involved from time to time in ordinary litigation, negotiation, and settlement matters that will not have a material effect on

our operations or finances.

MINE SAFETY DISCLOSURES

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-K

Item 1A. Risk Factors