What changed in this filing

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Item 9A. Controls and Procedures

2024-10-29 compared with 2023-10-25 · 782 added, 591 removed, 1086 unchanged (56% of the section changed)

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

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

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

user access reviews of key applications

segregation of incompatible duties.

supporting transactions documented and evidence retained.

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

to ensure the control was performed consistently.

documentation to evidence key review procedures including appropriate documentation of the

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

entire fiscal year.

on this assessment, our management concluded that, as of July 31, 2024, our internal control over financial reporting was effective at

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

Officers serve at the discretion of the board.

Williams, MD, FRCP

Chief Executive Officer, and Director

Levin, CA, MBA

Financial Officer and Corporate Secretary

Del Priore, MD, MPH

Medical Officer

serve at the discretion of the board.

Williams, MD,

President, Chief Executive

Officer, and Director

Gadi Levin, CA, MBA

Chief Financial Officer

and Corporate Secretary

Giuseppe Del Priore, MD,

Chief Medical Officer

Lopez-Lago, PhD

Scientific Officer

Bondarenko, CFA, CMT

of the Board of Directors

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

Lustig, MSC, MBA

Chief Scientific Officer

Jamieson Bondarenko, CFA,

Chairman of the Board

Embro-Pantalony,

MBA, FCPA, FCMA, CDIR, ACC

Marc Lustig, MSC, MBA

Rebecca Taub, MD

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

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There he facilitated entry of over 20 compounds

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

Williams held several positions at GlaxoSmithKline

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

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

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

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

from July 1991 through January 1998.

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

and Medical Doctorate from Tufts University School of Medicine.

into the clinic, including ruxolitinib (Jakafi), and baricitinib (Olumiant), and facilitated their development through post-approval.

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

of Clinical Pharmacology and Experimental Medicine from December 2000 through March 2002;

Director and Head of Clinical Pharmacology,

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

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

He has also served as Assistant Professor of Medicine

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

Williams earned

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

We believe that Dr.

Williams is qualified to serve as a member of our

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

Williams is qualified to serve as a member of our Board because of his experience as our President and

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

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

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

and reagents for the global diagnostis industry.

and reagents for the global diagnostics industry.

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

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

CRLBF) in 2020, where he currently serves

as a director and as Head of Capital Markets.

CRLBF) in 2020.

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

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

Having served as a member of BriaCell’s Board from

2016 to March 2019, Mr.

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

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

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

of Clear Intradermal Technologies, Inc.

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

Having served as a member of BriaCell’s Board

from 2016 to March 2019, Mr.

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

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

He currently serves as Co-Founder,

Chief Executive and Financial Officer of Clear Intradermal Technologies, Inc.

(formerly, ClearIt LLC), Chief Executive Officer of TrueBinding, Inc., Managing Partner of Soar Venture Capital Partners, LLC, and as a Venture

Partner of Convergence Ventures LLC.

As a hands-on leader, Mr.

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

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

Schmieg’s early career focused on accounting and financial management responsibilities,

serving as Chief Financial Officer to privately held Cytometrics, Inc.

and Advanced Bionics Corporation, and publicly traded Sirna

Therapeutics, Inc.

and Isolagen, Inc.

We believe that Mr.

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

in relevant industries.

Schmieg is qualified to serve as a member of our Board because of his

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

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

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

Section 1.4 of NI 52-110 generally provides that

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

Section 1.4 of NI 52-110 generally provides that a

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

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

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and updates the Audit Committee’s charter annually;

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

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

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

rendered by the external auditors;

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

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

quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification,

report, opinion, or review rendered by the external auditors;

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

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compensation committee is comprised of Mr.

Embro-Pantalony and Mr.

Embro-Pantalony, Mr.

Marc Lustig and Mr.

Schmieg and is chaired by Mr.

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

External data includes general

market conditions and well as information regarding compensation paid to directors, CEOs and CFOs of companies of similar size and at

a similar stage of development in the industry.

Internal data includes annual reviews of the performance of the directors, CEO and CFO

in light of the Company’s corporate objectives and considers other factors that may have impacted the Company’s success in

achieving its objectives.

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

External data includes

general market conditions and well as information regarding compensation paid to directors, CEOs and CFOs of companies of similar

size and at a similar stage of development in the industry.

Internal data includes annual reviews of the performance of the

directors, CEO and CFO in light of the Company’s corporate objectives and considers other factors that may have impacted the

Company’s success in achieving its objectives.

During the year ended July 31, 2024, the Compensation Committee held two

meetings in person or through conference calls.

and Corporate Governance Committee

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Taub and is chaired by Mr.

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

the year ended July 31, 2024, the Nominating and Corporate Governance Committee held one meeting.

Insurance and Indemnification of Directors and Officers

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

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

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

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

The Company will indemnify the Eligible Parties,

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

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

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

of, the Company or an associated corporation (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment,

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

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

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

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

The Company will indemnify the Eligible Parties, to the fullest

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

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

having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company

or an associated corporation (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty

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

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

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31, 2024 and July 31, 2023.

Principal Position

Awards ($)(1)

Other Compensation

Name and Principal Position

Stock Awards ($)(1)

All Other Compensation

Williams, MD, FRCP

President and Chief Executive

President and Chief Executive Officer

Gadi Levin, CA, MBA

Chief Financial Officer

and Corporate Secretary

Chief Financial Officer and Corporate Secretary

Giuseppe Del Priore, MD, MPH

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

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

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

Williams has indicated his willingness to

receive a portion (approximately $281,250) of his compensation in shares of the Company, subject to applicable Nasdaq rules.

anticipates that these shares/RSU’s will be issued in November 2024

Equity Awards at Fiscal Year-End

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

July 31, 2023.

Option Awards

Number of Securities

Underlying Unexercised Options (#)

Number of Securities

Underlying Unexercised Options (#)

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

as of July 31, 2024.

of Securities

Unexercised Options (#)

of Securities

Unexercised Options (#)

Unexercisable

Exercise Price ($)

Expiration Date

shares or units of

have not vested (#)

Market value of

shares or units of

have not vested ($)

not vested (#)

not vested ($)

Williams, MD, FRCP

Gadi Levin, CA, MBA

Giuseppe Del Priore, MD, MPH

Levin, CA, MBA

Del Priore, MD, MPH

Lopez-Lago, PhD

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Williams (the “2022 Compensation Package”).

the 2022 Compensation Package, Mr.

Pursuant to the

2022 Compensation Package, Mr.

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

In addition, the 2022

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

On May 1, 2023, Dr.

In addition, the 2022 Compensation

Package provides for a performance stock option award of $250,000 and a total cash, bonus and option award of up to $1,050,000.

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

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

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

Priore Employment Agreement”).

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

and standard employee benefit plan participation.

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

Employment Agreement”).

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

employee benefit plan participation.

In addition, Mr.

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

Company’s common shares.

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

The Del Priore Employment Agreement provides that Mr.

Del Priore is eligible for an annual bonus in

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

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

Del Priore is eligible for an annual bonus in either cash or options to

purchase common shares of the Company based on the successful completion of certain corporate milestones selected by our Chief Executive

Officer and reviewed in the sole discretion of our Board or a compensation committee.

On May 1, 2023, Dr.

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

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

Employment Agreement”), effective January 1, 2022.

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

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

Our Board approved a annual

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

Giuseppe Del Priore’s

annual salary was increased to $460,000 per annum.

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

Agreement”), effective January 1, 2022.

The Levin Employment Agreement provides for a part-time position (80%), $350,000 annual

salary (“Base Salary”) and standard employee benefit plan participation.

Our Board approved a annual discretionary bonus

of (i) up to 30% of Mr.

Levin’s yearly salary;

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

year period per calendar year.

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

In addition, Mr.

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

stock option plan.

During August 2022, Mr.

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

August 2022, Mr.

Levin’s Base Salary was increased to $250,000, retroactively to January 1, 2022.

On May 1, 2023, Mr.

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

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

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

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Plan Category

Number of Shares to

be Issued Upon

Warrants and Rights

Weighted-Average

Future Issuance

Equity compensation

plans approved by shareholders

Exercise Price of

Warrants and Rights

Number of Shares

Remaining Available

for Future Issuance

Under the Equity

Compensation Plan

(Excluding Shares in

First Column)

Equity compensation plans approved by shareholders

Equity compensation plans not approved by shareholders

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

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

following table sets forth certain information regarding the beneficial ownership of our common shares as of October 28, 2024

of our named executive officers;

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

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

as of October 25, 2023.

Percentage of ownership is based on 36,183,161 common shares issued

and outstanding as of October 28, 2024.

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

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

Beneficial Owner

Directors and Named Executive

Jamieson Bondarenko,

Name of Beneficial Owner

Directors and Named Executive Officers

Jamieson Bondarenko, CFA, CMT (1)

Williams, MD, FRCP (2)

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Lopez-Lago, PhD (5)

Embro-Pantalony,

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

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

Marc Lustig, MSC, MBA

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Gross, PhD (9)

All current named executive officers and directors

as a group (10 persons)

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

5% or Greater Shareholders

Marc Lustig, MSC, MBA (10)

CVI Investments, Inc.

beneficial ownership of less than 1%.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

held by L5 Capital Inc.

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

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

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

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

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

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

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

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

150,000 shares underlying options with an exercise price of $4.24, expiring on March 29, 2026, 250,000 shares underlying

options with an exercise price of $8.47, expiring on January 13, 2027, 150,000 shares underlying options with an exercise

price of $6.03, expiring on June 20, 2028 and 100,000 BriaCell Warrants to purchase common shares with an exercise price of $5.3125,

expiring on February 26, 2026.

200,000 shares underlying options with an exercise price of $4.24, expiring on March 29, 2026, 22,300 shares underlying

options with an exercise price of $8.47, expiring on January 13, 2027, 101,800 shares underlying options with an exercise

price of C$8.38, expiring on August 2, 2027, 40,000 shares underlying options with an exercise price of $6.03, expiring on

June 20, 2028 and 29,802 BriaCell Warrants to purchase common shares with an exercise price of $5.3125, expiring on February 26,

2026 and 19,200 restricted share units.

75,000 shares underlying options with an exercise price of $4.24, expiring on March 29, 2026, 20,000 shares underlying

options with an exercise price of $4.71, expiring on May 20, 2027 and 20,300 shares underlying options with an

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

150,000 shares underlying options with an exercise price of $7.51, expiring on February 16, 2027 and 10,000 shares

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

15,000 shares underlying options with an exercise price of $8.47, expiring on January 13, 2027 and 10,000 shares underlying

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

25,000 shares underlying options with an exercise price of $4.24, expiring on March 29, 2026, 50,000 shares underlying

options with an exercise price of $8.47, expiring on January 13, 2027 and 25,000 shares underlying options with an exercise

price of $6.03, expiring on June 20, 2028.

25,000 shares underlying options with an exercise price of $4.24, expiring on March 29, 2026, 50,000 shares underlying

options with an exercise price of $8.47, expiring on January 13, 2027 and 40,000 shares underlying options with an exercise

price of $6.03, expiring on June 20, 2028.

10,000 shares underlying options with an exercise price of $4.24, expiring on March 29, 2026, 10,000 shares underlying

options with an exercise price of $8.47, expiring on January 13, 2027 and 40,000 shares underlying options with an exercise

price of $6.03, expiring on June 20, 2028.

10,000 shares underlying options with an exercise price of C$9.92, expiring on November 1, 2025, 50,000 shares underlying

options with an exercise price of $8.47, expiring on January 13, 2027 and 40,000 shares underlying options with an exercise

price of $6.03, expiring on June 20, 2028.

100,000 shares underlying options with an exercise price of $5.74, expiring on September 1, 2026, 40,000 shares underlying

options with an exercise price of $6.03, expiring on June 20, 2028 and 20,000 BriaCell Warrants to purchase common shares with

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

solely on a Schedule 13G filed with the SEC on September 16, 2024.

The Schedule 13G was filed by CVI Investments, Inc.

Heights Capital Management, Inc.

According to the Schedule 13G, as of September 16, 2024, CVI Investments, Inc.

and Heights Capital

Management, Inc.

have shared voting power and shared dispositive power with regard to 2,608,695 common shares, representing approximately

7.28% of the outstanding common shares.

16(A) Beneficial Ownership Reporting Compliance

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on a review of the copies of such forms received, we believe that during the fiscal year ending July 31, 2024, all filing requirements

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

applicable to our officers, directors and greater than 10% beneficial owners were complied with, except for one late Form 4 filing for

Marc Lustig with respect to his purchase of common shares and warrants in our May 2024 offering.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

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

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

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

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

Report on Form 10-K.

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

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

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

than as set forth below, there have been no transactions since August 1, 2023 to which we have been a party, including transactions in

which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for

the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of

more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or

indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are

described elsewhere in this Annual Report on Form 10-K.

Other than as set forth below, we are not a party to a current related party

transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of

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

direct or indirect material interest.

May 17, 2024 we issued and sold to a director 902,935 common shares together with warrants to purchase up to 902,935 common shares at

a combined purchase price of $2.215 per share and accompanying warrant.

The warrants will be exercisable six months from the date of

issuance at an exercise price of $2.11 per share and will expire on the five year anniversary of the initial exercise date.

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

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last two fiscal years were as follows:

Audit fees (1)

Audit-related fees (2)

All other fees

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

Audit-related

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

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

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

Articles of BriaCell Therapeutics Corp, dated July 26, 2006

Articles of BriaCell Therapeutics Corp, dated October 22, 2019

Notice of Articles, dated November 25, 2014

Notice of Articles, dated August 22, 2019

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

Notice of Articles filed August 31, 2023

Description of Securities Registered Under Section 12 of the Exchange Act

Stock Option Plan, dated November 25, 2014

Service Agreement with UC Davis, dated June 11, 2015

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

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

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

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

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

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

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

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

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

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

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

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

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

Master Services Agreement, dated February 27, 2020

Cooperative Research and Development Agreement, dated October 28, 2020

Form of Securities Purchase Agreement (June 2021)

Form of Placement Agency Agreement (June 2021)

Form of Registration Rights Agreement (June 2021)

Form of Underwriting Agreement dated February 22, 2021

Articles of BriaCell Therapeutics Corp, dated July 26, 2006 (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Notice of Articles, dated November 25, 2014 (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Notice of Articles, dated August 22, 2019 (incorporated by reference to Exhibit 3.4 to our Registration Statement on Form F-1 filed with the SEC on June 15, 2021)

Alteration to Articles filed February 13, 2023 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on February 15, 2023)

Notice of Articles filed August 31, 2023 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on September 7, 2023)

Notice of Articles filed August 31, 2023 (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on September 7, 2023)

Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to our Form 10-K filed with the SEC on October 25, 2023)

Warrant Agent Agreement by and among the Company, Computershare Inc.

and Computershare Trust Company, N.A., and Form of Warrant for Registered Offering (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 filed with the SEC on January 23, 2020)

Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form F-1 filed with the SEC on February 18, 2021)

Form of Warrant issued May 17, 2024 (incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on May 17, 2024)

Form of Warrant issued June 7, 2021 (incorporated by reference to Exhibit 4.8 to our Registration Statement on Form F-1 filed with the SEC on June 15, 2021)

Form of Placement Agent Warrant issued June 7, 2021 (incorporated by reference to Exhibit 4.3 to Form 6-K filed with the SEC on June 4, 2021)

Form of Pre-funded Warrant issued May 17, 2024 (incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on May 17, 2024)

Form of Placement Agent Warrant issued May 17, 2024 (incorporated by reference to Exhibit 4.3 to Form 8-K filed with the SEC on May 17, 2024)

Form of Placement Agent Warrant issued September 12, 2024 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on September 12, 2024)

Form of Warrant issued October 2, 2024 (incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on October 2, 2024)

Form of Placement Agent Warrant issued October 2, 2024 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on September 12, 2024)

Stock Option Plan, dated November 25, 2014 (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Service Agreement with UC Davis, dated June 11, 2015 (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Form of Registration Rights Agreement dated June 3, 2021 (incorporated by reference to Exhibit 10.3 to Form 6-K filed with the SEC on June 4, 2021)

Amendment #1 to Service Agreement with UC Davis, dated June 12, 2016 (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Licensing Agreement between Faller & Williams Technology LLC and Sapientia Pharmaceuticals, Inc., dated March 16, 2017 (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Master Services Agreement with KBI Biopharma, Inc., dated March 17, 2017 (incorporated by reference to Exhibit 10.9 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Clinical Study Agreement with Cancer Insight, LLC, dated September 29, 2017 (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Amendment #2 to Service Agreement with UC Davis, dated August 27, 2018 (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Master Services Agreement, dated February 27, 2020 (incorporated by reference to Exhibit 10.16 to Form 10-K filed with the SEC on October 25, 2023)

First Supplement to Clinical Study Agreement with Cancer Insight, LLC, dated October 18, 2018 (incorporated by reference to Exhibit 10.19 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Amendment #1 to Services Agreement with Colorado State University, dated April 2, 2019 (incorporated by reference to Exhibit 10.20 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Stem Cell Program Services Agreement with UC Davis, May 3, 2019 (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

HLA Typing Services Agreement with Histogenetics, dated October 3, 2019 (incorporated by reference to Exhibit 10.23 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Procurement Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019 (incorporated by reference to Exhibit 10.24 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Clinical Supply Services Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019 (incorporated by reference to Exhibit 10.25 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Quality Agreement with Catalent Pharma Solutions, LLC, dated June 25, 2019 (incorporated by reference to Exhibit 10.26 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

Cooperative Research and Development Agreement, dated October 28, 2020 (incorporated by reference to Exhibit 10.44 to our Registration Statement on Form F-1 filed with the SEC on June 15, 2021)

Form of Securities Purchase Agreement dated June 3, 2021 (incorporated by reference to Exhibit 10.1 to Form 6-K filed with the SEC on June 4, 2021)

Form of Placement Agency Agreement dated June 3, 2021 (incorporated by reference to Exhibit 10.2 to Form 6-K filed with the SEC on June 4, 2021)

Compensation Agreement with Dr.

Williams, dated August 31, 2021

Williams, dated August 31, 2021 (incorporated by reference to Exhibit 10.22 to Form 10-K filed with the SEC on October 25, 2023)

Compensation Agreement with Dr.

Williams, dated June 21, 2022

Employment Agreement with Giuseppe Del Priore, dated February 14, 2022

Employment Agreement with Gadi Levin, dated March 2, 2022

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

Exclusive License Agreement

Williams, dated June 21, 2022 (incorporated by reference to Exhibit 10.23 to Form 10-K filed with the SEC on October 25, 2023)

Employment Agreement with Giuseppe Del Priore, dated February 14, 2022 (incorporated by reference to Exhibit 10.24 to Form 10-K filed with the SEC on October 25, 2023)

Employment Agreement with Gadi Levin, dated March 2, 2022 (incorporated by reference to Exhibit 10.25 to Form 10-K filed with the SEC on October 25, 2023)

Employment Agreement with Miguel Lopez-Lago, dated May 26, 2022 (incorporated by reference to Exhibit 10.26 to Form 10-K filed with the SEC on October 25, 2023)

Exclusive License Agreement (incorporated by reference to Exhibit 10.27 to Form 10-K filed with the SEC on October 25, 2023)

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

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

Master Service and Technology Agreement dated May 9, 2023

Stock Purchase Agreement dated May 12, 2023

Arrangement Agreement dated May 24, 2023

Master Service and Technology Agreement dated May 9, 2023 (incorporated by reference to Exhibit 10.29 to Form 10-K filed with the SEC on October 25, 2023)

Stock Purchase Agreement dated May 12, 2023 (incorporated by reference to Exhibit 10.30 to Form 10-K filed with the SEC on October 25, 2023)

Arrangement Agreement dated May 24, 2023 (incorporated by reference to Exhibit 10.31 to Form 10-K filed with the SEC on October 25, 2023)

Placement Agency Agreement, dated May 14, 2024, by and between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on May 17, 2024)

Placement Agency Agreement, dated September 11, 2024, by and between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on September 12, 2024)

Placement Agency Agreement, dated October 1, 2024, by and between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on October 2 , 2024)

List of Subsidiaries*

Certification

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

Certification

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

Certification

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

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

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

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

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Certification

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

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

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Clawback Policy*

XBRL Instance Document

6 unchanged sentences

a management contract or compensatory plan or arrangement.

Filed herewith

Furnished herewith

FORM 10-K SUMMARY

2 unchanged sentences

THERAPEUTICS CORP.

October 25, 2023

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

15 unchanged sentences

have audited the accompanying consolidated balance sheets of BriaCell Therapeutics Corp.

(the Company) as of July 31, 2023 and 2022,

and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for

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

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

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

(the Company) as at July 31, 2024 and 2023,

and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity (deficit), and cash

flows for each of the years in the two-year period ended July 31, 2024, and the related notes (collectively referred to as the consolidated

financial statements).

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

Company as of July 31, 2024 and 2023, and the results of its consolidated operations and its consolidated cash flows for each of the

years in the two-year period ended July 31, 2024, in conformity with accounting principles generally accepted in the United States of

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

Our responsibility is to express an

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

We are a public accounting firm registered with

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

accordance with the U.S.

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

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

Uncertainty Related to Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has an

accumulated deficit that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

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

Our responsibility is to express an opinion

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

We are a public accounting firm registered with the Public

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

with the U.S.

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

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

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

4 unchanged sentences

Accordingly, we express no such opinion.

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

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

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

11 unchanged sentences

in US Dollars, except share and per share data)

and cash equivalents

CURRENT ASSETS:

Cash and cash

receivable and prepaid expenses

current assets

NON-CURRENT ASSETS:

AND SHAREHOLDERS’ EQUITY

Equity investment in BC

Property and equipment, net

Long term prepaid expenses

non-current assets

LIABILITIES AND SHAREHOLDERS’

CURRENT LIABILITIES:

Trade payables

expenses and other payables

1 unchanged sentence

NON-CURRENT LIABILITIES:

LIABILITIES AND COMMITMENTS

SHAREHOLDERS’

Share Capital of no par value

– Authorized:

non-current liabilities

CONTINGENT LIABILITIES AND

SHAREHOLDERS’ DEFICIT:

Share Capital of no par value – Authorized:

unlimited at July 31, 2024 and 2023;

Issued and outstanding:

15,981,726 and 15,518,018 shares at July 31, 2023

and 2022, respectively

18,284,661 and 15,981,726 shares at July 31, 2024 and 2023, respectively

Share-based payment reserved

Warrant reserve

Accumulated other comprehensive

Accumulated other comprehensive loss

Non-controlling interest

Accumulated deficit

( 85,443,697 )

( 80,652,231 )

shareholders’ equity (deficit)

shareholders’ deficit

( 2,684,932 )

liabilities and shareholders’ equity (deficit)

( 3,777,181 )

liabilities and shareholders’ deficit

consolidated financial statements were approved and authorized for issue on behalf of the Board of Directors on October 28, 2024 by:

5 unchanged sentences

in US Dollars, except share and per share data)

and development expenses

Operating expenses:

development expenses

and administrative expenses

Total operating expenses

Operating loss

1 unchanged sentence

( 23,272,264 )

income (expenses), net

Financial income, net

Change in fair value of the warrant liability

of loss on equity investment

Net loss for the year

$ ( 4,931,548 )

and comprehensive loss

$ ( 20,302,394 )

loss attributable to non-controlling interest

loss for the year attributable to BriaCell

( 4,791,466 )

loss per share attributable to ordinary shareholders, basic and diluted

( 20,302,394 )

Net loss per share attributable

to BriaCell – basic and diluted

average number of shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted

1 unchanged sentence

Therapeutics Corp

Statements of Changes in Shareholders’ Equity

Statements of Changes in Shareholders’ Equity (Deficit)

the Years Ended July 31, 2024 and 2023

in US Dollars , except share and per share data)

INCOME (LOSS)

COMPREHENSIVE

SHAREHOLDERS’

INCOME (LOSS)

Balance, July 31, 2022

1 unchanged sentence

$ ( 60,349,837 )

Exercise of Broker Warrants

Exercise of Private Placement Warrants

Exercise of Public Offering Warrants

Shares Issuance Costs

Issuance of Options

Shares Repurchased and canceled

Exercise of warrants

Issuance of shares

Net loss for the year

( 20,302,394 )

Balance, July 31, 2023

$ ( 138,684 )

$ ( 80,652,231 )

Expiration of options

$ ( 3,777,181 )

$ ( 138,684 )

Balance, July 31, 2022

$ ( 80,652,231 )

balance value

$ ( 3,777,181 )

Instruments issued to minority shareholders

at the arrangement date

Issuance of Options

Exercise of warrants

Issuance of shares

Issuance of Units, net of issuance expenses

Net loss for the

( 4,791,466 )

( 4,931,548 )

July 31, 2023

Balance, July 31, 2024

$ ( 138,684 )

1 unchanged sentence

$ ( 2,684,932 )

balance value

$ ( 138,684 )

$ ( 85,443,697 )

$ ( 2,684,932 )

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

3 unchanged sentences

in US Dollars, except share and per share data)

from operating activities:

Cash flow from operating activities:

Net loss for the year

$ ( 4,931,548 )

$ ( 20,302,394 )

Adjustments to reconcile loss

to net cash used in operating activities:

government grant

in fair value of warrants

Adjustments to reconcile loss to net cash used

in operating activities:

Share-based compensation

Equity Losses

Change in fair value of

( 28,242,472 )

( 2,119,530 )

Changes in assets and liabilities:

(increase) in amounts receivable

in prepaid expenses

(Increase) decrease in

amounts receivable

Decrease (increase) in

prepaid expenses

( 4,397,597 )

in accounts payable

in accrued expenses and other payables

cash used in operating activities

Increase in accounts payable

increase in accrued expenses and other payables

Net cash used in operating

( 24,126,128 )

( 23,744,860 )

from financing activities:

Cash flow from investing activities:

of property and equipment

Equity investment in BC

Therapeutics ( * )

cash used in investing activities

Cash flow from financing activities:

Proceeds from exercise of warrants

Share and warrant buyback

( 10,171,732 )

Repayment government grant

Proceeds from issuance of shares

Share issuance costs

cash provided by (used in) financing activities

( 3,742,657 )

Decrease in cash and cash

Share and warrant buyback program

Proceeds from issuance of shares, net of issuance costs

cash provided by financing activities

Decrease in cash and cash equivalents

( 20,389,003 )

( 19,790,560 )

and cash equivalents at beginning of year

and cash equivalents at end of year

Cash and cash equivalents

at beginning of year

Cash and cash equivalents

at end of year

Addition, $ 125,000 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 consolidated financial statements.

3 unchanged sentences

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

GENERAL AND GOING CONCERN

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”.

Therapeutics Corporation.

(the “Company”), is an immuno-oncology biotechnology company.

Company is currently advancing its Bria-IMT targeted immunotherapy program against end-stage breast cancer to Phase 3 study which

has been approved by the FDA and is expected to start before end of

BriaCell is also developing a personalized off-the-shelf immunotherapy,

Bria-OTS™, and a soluble CD80 protein therapeutic which acts both as a stimulator of the immune system as well as an immune

checkpoint inhibitor.

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

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

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.

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.

Going concern

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 July 31, 2023 was $ 80,652,231 (July 31, 2022 - $ 60,349,837 ) and negative cash flows from operating activities during

the year ended July 31, 2023 was $ 23,744,860 (July 31, 2022 - $ 12,484,376 ).

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.

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 consolidated financial statements.

In the course of such

activities, the Company has sustained operating losses and expects such losses to continue in the foreseeable future.

Company’s accumulated deficit as of July 31, 2024 was $ 85,443,697 (July

31, 2023 - $ 80,652,231 )

and negative cash flows from operating activities during the year ended July 31, 2024 was $ 24,126,128

(July 31, 2023 - $ 23,744,860 ).

The Company is planning to finance its operations by exploring additional sources of capital and financing, while

managing its existing working capital resources.

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.

The uncertainty of the Company’s ability to raise such financial capital casts

substantial 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.

See note 15(c,d) for details of an $ 8.5

million and $ 5.0 million offering that was completed in September 2024 and October 2024, respectively.

Company has two wholly-owned U.S.

subsidiaries:

(i) BriaCell Therapeutics

(“BTC”), which was incorporated in April 3, 2014, under the laws of the state of Delaware.

(ii) BTC has a wholly-owned

subsidiary, Sapientia Pharmaceuticals, Inc.

(“Sapientia”), which was incorporated in September 20, 2012, under the laws of

the state of Delaware.

The Company also has one Canadian subsidiary:

BriaPro Therapeutics Corp, (“BriaPro”) which was incorporated

on May 15, 2023, was incorporated under the Business Corporations Act (British Columbia).

As of July 31, 2023, BriaPro was a wholly-owned.

What changed 10-K

Item 9A. Controls and Procedures