BriaCell Therapeutics Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal accounting and financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our principal executive officer and principal accounting and financial officer have concluded that as of July 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of July 31, 2024, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of July 31, 2024, our internal control over financial reporting was effective at the reasonable assurance level. Changes in Internal Control Over Financial Reporting There has been no material changes in our internal control over financial reporting during the quarter ended July 31, 2024. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended July 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except for our remediation efforts described above. ITEM 9B. OTHER INFORMATION None . ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 57 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers, Directors and Key Employees The following table sets forth the name, age and position of each of our executive officers, key employees and directors as of October 28, 2024. 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. Name Age Position William V. Williams, MD, FRCP 69 President, Chief Executive Officer, and Director Gadi Levin, CA, MBA 51 Chief Financial Officer and Corporate Secretary Giuseppe Del Priore, MD, MPH 62 Chief Medical Officer Miguel A. Lopez-Lago, PhD 55 Chief Scientific Officer Jamieson Bondarenko, CFA, CMT 41 Chairman of the Board of Directors Vaughn C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC 68 Director Marc Lustig, MSC, MBA 52 Director Martin E. Schmieg 62 Director Rebecca Taub, MD 72 Director Jane A. Gross, PhD 67 Director Biographies William V. Williams, MD , President, Chief Executive Officer and Director, is a seasoned biopharmaceutical executive with over 35 years of industry and academic expertise, including significant clinical management in multinational pharmaceutical companies. Dr. Williams has served as President, Chief Executive Officer and Director of the Company since November 1, 2016. Dr. Williams served as Vice President of Exploratory Development at Incyte Corporation from March 2005 through November 2016. There he facilitated entry of over 20 compounds into the clinic, including ruxolitinib (Jakafi), and baricitinib (Olumiant), and facilitated their development through post-approval. Dr. 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. Dr. Williams earned his BSc in Chemistry and Biotechnology from Massachusetts Institute of Technology and Medical Doctorate from Tufts University School of Medicine. 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. Gadi Levin, CA, MBA , Chief Financial Officer and Secretary, was appointed Chief Financial Officer and Secretary of the Company on February 1, 2016. Mr. Levin has also served as Chief Financial Officer and Director of Vaxil Bio Ltd since March 1, 2016, and as the Finance Director of Eco (Atlantic) Oil & Gas Ltd. since December 1, 2016. Mr. Levin has over 20 years of experience working with public U.S., Canadian and multi-jurisdictional public companies. Previously, Mr. Levin served as Chief Financial Officer of DarioHeath Corp from November 2013 through January 2015. Mr. Levin also served as the Vice President of Finance and Chief Financial Officer for two Israeli investment firms specializing in private equity, hedge funds and real estate. Mr. Levin began his CPA career at the accounting firm Arthur Andersen, where he worked for nine years, specializing in U.S. listed companies involved in initial public offerings. Mr. Levin has a Bachelor of Commerce degree in Accounting and Information Systems from the University of Cape Town, South Africa, and a post graduate diploma in Accounting from the University of South Africa. He received his Chartered Accountant designation in South Africa and has an MBA from Bar Ilan University in Israel. 58 Giuseppe Del Priore, MD, MPH , Chief Medical Officer, was appointed Chief Medical Officer on February 16, 2022. Dr. Del Priore is a seasoned healthcare executive with over 25 years of experience in research, drug development, and clinical trial management. Dr. Del Priore’s prior work experience includes serving as a biotechnology company Chief Medical Officer, a National Director at the Cancer Treatment Centers of America, and faculty at Indiana University School of Medicine, Weill Cornell Medicine, and New York University School of Medicine. Dr. Del Priore completed his MPH degree in Biostatistics and Epidemiology at the University of Illinois Chicago School of Public Health, his medical degree with Distinction at The State University of New York, and his BA, magna cum laude, in Philosophy, at The City University of New York, with additional training at Memorial Sloan Kettering Cancer Center, The University of Chicago, Northwestern University, and the University of Rochester. He has authored numerous publications, was named on several patents, and was listed as the “Best Doctors” by the U.S. News & World Report. He regularly appears in various media outlets as a Key Opinion Leader in oncology. We believe that Dr. Del Priore is qualified to serve as Chief Medical Officer because of his medical and clinical trial experience. Miguel A. Lopez-Lago, PhD , Chief Scientific Officer, was appointed Chief Scientific Officer on May 26, 2022, a promotion from his prior title of Senior Director, Research and Development. Since 2000, Dr. Lopez-Lago has been working as a cancer scientist at Memorial Sloan Kettering Cancer Center, New York. Specifically, he has investigated various aspects of tumor biology, including the development of targeted therapies for mesothelioma and the characterization of the biological mechanisms underlying cancer metastasis. More recently, Dr. Lopez-Lago has been interested in the study of the tumor immune-microenvironment and in the development of immunotherapies for thoracic cancers using chimeric antigen receptor T cell technologies. Since 2013, Dr. Lopez-Lago has been working as Senior Research Scientist at MSKCC. Dr. Lopez-Lago received his Bachelor of Science in Bio-Sciences and his doctorate in Molecular Biology from Santiago of Compostela University, Spain. We believe that Dr. Lopez-Lago is qualified to serve as Chief Scientific Officer because of his scientific training, especially in immunology and cellular therapies. Jamieson Bondarenko , CFA, CMT , Chairman of the Board, was appointed as a Director of the Company on February 12, 2019 and elected as Chairman on April 24, 2019. Mr. Bondarenko provides strategic capital markets & corporate development advice to early-stage life sciences companies through his merchant capital company, JGRNT Capital Corp., a company he founded in November 2016. From December 2016 through October 2017, he served as Principal and Managing Director of the Equity Capital Markets group of Eight Capital. He also held several positions in the Capital Markets division of Dundee Securities Ltd., including Managing Director from July 2016 through December 2016, Director from October 2015 through July 2016, Vice President from December 2012 through October 2015 and Associate from February 2010 through December 2012. We believe that Mr. Bondarenko is qualified to serve as a member of our Board because of his industry-specific and capital markets experience. Vaughn C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC , Director, has been a Director of the Company since his appointment on March 18, 2019. In February 2018, he joined the Board of Directors of Soricimed Biopharma Inc., a private clinical-stage biopharma company developing targeted cancer therapies, and in August 2018 he was appointed Chairman of the Board of Soricimed, where he continues to serve in this capacity. 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 diagnostics industry. He originally joined the Microbix Board in February 2007, and he also served as its President and Chief Executive Officer from November 2012 to July 2017. He is President of Stratpath Management Inc., consulting on strategy and governance to the life sciences sector. He has held other executive positions in life sciences with responsibility for finance, business development, strategic planning and information technology, including Vice President, Finance, and Chief Financial Officer of Novopharm Limited from May 2003 through April 2006; Vice President, Information Technology, and Chief Information Officer of Bayer Inc. from July 1999 through April 2003; Vice President, Finance and Administration of Bayer Healthcare from October 1996 through June 1999; and Director, Finance and Administration and Chief Financial Officer of Zeneca Pharma Inc. from March 1995 through August 1996. He received his bachelor’s degree from Wilfrid Laurier University and his master of business administration degree from University of Windsor. He is a Fellow Chartered Professional Accountant and a Chartered Director (C. Dir.) and is Audit Committee Certified (A.C.C.) through the Directors College, McMaster University. We believe that Mr. Embro-Pantalony is qualified to serve as a member of our Board due to his extensive experience as a pharmaceutical and life sciences executive. 59 Marc Lustig, Director, was appointed to the Company’s Board on September 1, 2021. Mr. Lustig is a highly regarded investor, entrepreneur, and corporate finance veteran with a deep understanding of the life sciences industry, including biotechnology and pharmaceuticals, as well as the legal cannabis industry. He holds MSc and MBA degrees from McGill University. His professional experience includes working at Merck & Co., and his capital markets career includes roles in biotechnology equity research and corporate finance. Mr. Lustig was the founder and CEO of Origin House, which was sold to Cresco Labs Inc. (CSE: CL; OTCQX: CRLBF) in 2020. In addition to being a director of a number of public companies, he founded the Lustig Family Medical Cannabis Research & Care Fund of the Cedars Cancer Foundation that provides cannabis to palliative cancer patients. We believe that Mr. Lustig is qualified to serve as a member of our Board because of his industry-specific and capital markets experience. Martin 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, 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. 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. 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. Rebecca Taub, MD , Director, has been a Director of the Company since her appointment on March 18, 2019. Dr. Taub currently serves as the President of Research and Development for Madrigal Pharmaceuticals, a clinical-stage biopharmaceutical company. She previously served as Vice President of Research and Development from July 2016 through her recent promotion to President of Research and Development on June 27, 2019. She has also served as Madrigal’s Chief Medical Officer since July 2016. Dr. Taub served as the CEO and a Director of Madrigal from September 2011 through Madrigal’s merger with Synta Pharmaceuticals Corp. in July 2016. Prior to joining Madrigal, Dr. Taub served as Senior Vice President, Research and Development of VIA Pharmaceuticals from 2008 to 2011 and as Vice President, Research, Metabolic Diseases at Hoffmann-LaRoche from 2004 to 2008. In those positions, Dr. Taub oversaw clinical development and drug discovery programs in cardiovascular and metabolic diseases, including the conduct of a series of Phase I and II proof of conduct clinical trials. Dr. Taub led drug discovery programs, including target identification, lead optimization and advancement of preclinical candidates into clinical development. From 2000 through 2003, Dr. Taub worked at Bristol-Myers Squibb Co. and DuPont Pharmaceutical Company, in a variety of positions, including Executive Director of CNS and metabolic diseases research. Before becoming a pharmaceutical executive, Dr. Taub was a tenured Professor of Genetics and Medicine at the University of Pennsylvania, and remains an adjunct professor. Dr. Taub is the author of more than 120 research articles. Before joining the faculty of the University of Pennsylvania, Dr. Taub served as an Assistant Professor at the Joslin Diabetes Center of Harvard Medical School, Harvard University and an associate investigator with the Howard Hughes Medical Institute. Dr. Taub received her M.D. from Yale University School of Medicine and her B.A. from Yale College. We believe that Dr. Taub is qualified to serve as a member of our Board due to her extensive experience as a pharmaceutical executive heading up major development programs in non-alcoholic steatohepatitis. Jane Gross, Director, was appointed to the Company’s Board in November 2021. Dr. Gross is a highly experienced biotech executive with over 30 years in leading research and development teams from discovery through preclinical evaluation and clinical development of therapeutics for the treatment of cancer and autoimmune and inflammatory diseases. Dr. Gross currently serves as an Independent Director for aTyr Pharmaceuticals (Nasdaq: LIFE), a biotechnology company developing novel therapeutics for respiratory diseases and multiple cancer indications. Dr. Gross’s experience includes roles as Chief Scientific Officer and SVP, Research and Non-Clinical Development at Aptevo Therapeutics (Nasdaq: APVO), during which she led the discovery of novel antibody-based, bispecific protein therapeutics as immunotherapies to treat diseases like cancer. Previously, Dr. Gross served as VP, Applied Research and Non-Clinical Development at Emergent BioSolutions (NYSE: EBS), during which she successfully introduced a drug to patients from the design stage into the clinic stage. Formerly, as VP, Immunology Research at ZymoGenetics, Dr. Gross discovered and developed 30+ new product candidates, completed partnerships and out-licensing of assets, and helped position ZymoGenetics for a successful acquisition by Bristol Myers Squibb (NYSE: BMY) in 2010. Dr. Gross earned her Ph.D. in Immunology from the University of California, Berkeley and her Post-Doctoral Fellowship from the University of Washington in Immunology. We believe that Dr. Gross is qualified to serve as a member of our Board due to her extensive industry experience and academic background. 60 Family Relationships and Other Arrangements There are no family relationships among our directors and executive officers. There are no arrangements or understandings between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer. Composition of our Board Under our amended articles of incorporation, our Board consists of a minimum of three directors and up to that number which was last set by ordinary resolution of the shareholders. Our Board is currently comprised of seven directors, and under the Business Corporations Act (British Columbia) (“BCBCA”), as a reporting issuer, we must have no fewer than three directors. Under the BCBCA, a director may be removed with or without cause by a resolution passed by at least two-thirds of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors are appointed at the annual general meeting of shareholders and the term of office for each of the directors will expire at the time of our next annual shareholders meeting. Our amended articles of incorporation provide that, between annual general meetings of our shareholders, the directors may appoint one or more additional directors, but the number of additional directors may not at any time exceed one-third of the number of directors who held office at the expiration of the last meeting of our shareholders. Under the BCBCA, there is no minimum number of directors required to be resident Canadians as defined in the BCBCA. Director Term Limits and Other Mechanisms of Board Renewal Our Board has not adopted director term limits or other automatic mechanisms of Board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of Board renewal, the nominating and corporate governance committee of our Board will develop a skills and competencies matrix for our Board as a whole and for individual directors. The nominating and corporate governance committee conducts a process for the assessment of our board of directors, each committee and each director regarding his or her effectiveness and contribution, and reports evaluation results to our Board on a regular basis. Director Independence Under the Nasdaq Rules, independent directors must comprise a majority of a listed company’s board of directors. For purposes of the Nasdaq Rules, an independent director means a person other than an executive officer or employee of the company who, in the opinion of the board of directors, has no relationship with the company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under NI 58-101, a director is considered to be independent if he or she is independent within 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 board of directors, be reasonably expected to interfere with the exercise of the director’s independent judgment. Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that Dr. Gross, Dr. Taub, Mr. Embro-Pantalony, Mr. Schmieg, and Mr. Bondarenko, representing five of the seven members of our Board, are “independent” as that term is defined under the Nasdaq Rules. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director. Dr. Williams is not independent by virtue of being the Company’s Chief Executive Officer. Mr. Lustig is not independent by virtue of being a significant securityholder of the Company. Certain members of our Board are also members of the boards of other public companies. Our Board has not adopted a director interlock policy, but is kept informed of other public directorships held by its members. 61 Mandate of the Board of Directors Our Board is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight to management. Our Board’s mandate includes, among other things, the following matters: ● succession planning, including appointing, training and monitoring senior management; ● developing the corporate goals and objectives that management is responsible for meeting and reviewing the performance of our senior officers against such corporate goals and objectives; ● taking steps to satisfy itself as to the integrity of our executive officers and that our executive officers create a culture of integrity throughout the organization; ● reviewing and approving our code of conduct and reviewing and monitoring compliance with the code of conduct and our enterprise risk management processes; ● reviewing and approving management’s strategic and business plans and our financial objectives, plans and actions, including significant capital allocations and expenditures; and ● reviewing and approving material transactions not in the ordinary course of business. Meetings of Independent Directors Our Board holds regularly-scheduled quarterly meetings as well as ad hoc meetings from time to time. The independent members of our Board also meet, as required, without the non-independent directors and members of management after each regularly scheduled board meeting. A director who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our Board or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors are also required to comply with the relevant provisions of the BCBCA regarding conflicts of interest. Position Descriptions Our Board has adopted written terms of reference for the chairman which set out his or her key responsibilities, including duties relating to determining the frequency, dates and locations of meetings and setting Board meeting agendas, chairing Board and shareholder meetings and carrying out any other or special assignments or any functions as may be requested by our Board or management, as appropriate. Our Board has also adopted written terms of reference for each of the committee chairs which set out each of the committee chair’s key responsibilities, including duties relating to determining the frequency, dates and locations of meetings and setting committee meeting agendas, chairing committee meetings, reporting to our Board and carrying out any other special assignments or any functions as may be requested by our Board. In addition, our Board, in conjunction with our Chief Executive Officer, will develop and implement a written position description for the role of our Chief Executive Officer. 62 Orientation and Continuing Education We have implemented an orientation program for new directors under which a new director meets separately with the chairman of our Board, members of the senior executive team and the secretary. The nominating and corporate governance committee will be responsible for coordinating orientation and continuing director development programs relating to the committee’s mandate. The chairman of our Board will be responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of our directors and to ensure that their knowledge and understanding of our business remains current. Code of Conduct Our board of directors has adopted a Code of Ethics that applies to all of our directors, officers and employees. We have made the Code of Ethics available on our website https://briacell.com/corporate/corporate-governance/. We intend to disclose future amendments to, or waivers of, our Code of Ethics, as and to the extent required by SEC regulations, at the same location on our website identified above or in public filings. Monitoring Compliance with the Code of Conduct Our nominating and corporate governance committee will be responsible for reviewing and evaluating the code of conduct at least annually and will recommend any necessary or appropriate changes to our Board for consideration. The nominating and corporate governance committee will assist our Board with the monitoring of compliance with the code of conduct, and will be responsible for considering any waivers therefrom (other than waivers applicable to members of the nominating and corporate governance committee, which shall be considered by the audit committee, or waivers applicable to our directors or executive officers, which shall be subject to review by our Board as a whole). Requirement for Directors and Officers to Disclose Interest in a Contract or Transaction In accordance with the BCBCA, each director and officer must disclose the nature and extent of any interest that he or she has in a material contract or material transaction whether made or proposed with us, if the director or officer is a party to the contract or transaction, is a director or an officer or an individual acting in a similar capacity of a party to the contract or transaction, or has a material interest in a party to the contract or transaction. Subject to certain limited exceptions under the BCBCA, no director may vote on a resolution to approve a material contract or material transaction which is subject to such disclosure requirement. As of the date hereof, except as otherwise disclosed in this Annual Report on Form 10-K, to the knowledge of the Board or the management of the Company, there are no material interests, whether direct or indirect, of any informed person of the Company, any proposed director of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company of any of its subsidiaries. Benefits upon Termination of Employment The service contracts with our directors do not provide for any benefits upon termination of employment, other than a “tail” directors and officers insurance policy. Complaint Reporting In order to foster a climate of openness and honesty in which any concern or complaint pertaining to a suspected violation of the law, our code of conduct or any of our policies, or any unethical or questionable act or behavior, our code of conduct will require that our employees promptly report the violation or suspected violation. In order to ensure that violations or suspected violations can be reported without fear of retaliation, harassment or an adverse employment consequence, we will adopt a whistleblowing policy which will contain procedures that are aimed to facilitate confidential, anonymous submissions of complaints by our directors, officers, employees and others. Committees of the Board We currently have an audit committee, a compensation committee and a nominating and corporate governance committee, with each committee having a written charter. 63 Audit Committee Our Audit Committee is currently comprised of Vaughn C. Embro-Pantalony, Martin Schmieg and Jane A. Gross, and chaired by Mr. Embro-Pantalony. Our Board has determined that each of Mr. Schmieg and Mr. Embro-Pantalony is financially literate and meets the independence requirements for directors, including the heightened independence standards for members of the audit committee under Rule 10A-3 under the Exchange Act and NI 52-110. Our Board has determined that Mr. Embro-Pantalony is “financially sophisticated” within the meaning of the Nasdaq Rules, “financially literate” within the meaning of NI 52-110, and a “financial expert” as defined by Rule 10A-3 under the Exchange Act. We have adopted an Audit Committee Charter setting forth the purpose, composition, authority and responsibility of the audit committee. The primary function of the audit committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the company to regulatory authorities and the Company’s shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to: ● Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review Company’s financial statements; ● Review and appraise the performance of the Company’s external auditors; and ● Provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board. During the year ended July 31, 2024, the Audit Committee held 5 meetings in person or through conference calls. As part of its job to foster open communication, the Audit Committee meets at least annually with the external auditors. To fulfill its responsibilities and duties, the Audit Committee: ● Reviews and updates the Audit Committee’s charter annually; ● Reviews 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; ● Reviews annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company; ● Obtains annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard I; ● Reviews and discusses with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors; ● Takes, or recommends that the full Board takes, appropriate action to oversee the independence of the external auditors; ● Recommends to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval; ● Reviews and approves the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company; ● Reviews and pre-approves all audit and audit-related services and the fees and other compensation related thereto; ● In consultation with the external auditors, reviews with management the integrity of the Company’s financial reporting process, both internal and external; 64 ● Considers the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting; ● Considers and approves, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management; ● Reviews significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments; ● Following completion of the annual audit, reviews separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information; ● Reviews any significant disagreement among management and the external auditors in connection with the preparation of the financial statements; ● Reviews with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented; ● Reviews any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters; ● Reviews certification process; and ● Reviews any related-party transactions. Principal Accountant’s Fees External Audit Service Fees The following table sets forth the aggregate fees paid to the Company’s external auditors, Chartered Professional Accountants, by the Company during the financial years ended July 31, 2024 and 2023: Year ended July 31, 2024 Year ended July 31, 2023 Audit Fees $ 210,778 $ 153,000 Audit-Related Fees - 113,000 Tax Fees 18,650 81,400 All Other Fees 14,530 - Total: $ 243,958 $ 347,400 Compensation Committee Our compensation committee is comprised of Mr. Embro-Pantalony, Mr. Marc Lustig and Mr. Schmieg and is chaired by Mr. Schmieg. The Compensation Committee is appointed by the Board to assist in promoting a culture of integrity throughout the Company, to assist the Board in setting director and senior executive compensation, and to develop and submit to the Board recommendations with respect to other employee benefits as the Compensation Committee sees fit. In the performance of its duties, the Compensation Committee is guided by the following principles: ● offering competitive compensation to attract, retain and motivate highly qualified executives in order for the Company to meet its goals; and ● acting in the interests of the Company and the shareholders by being fiscally responsible. The Board relies on the knowledge and experience of the members of the Compensation Committee to set appropriate levels of compensation for senior officers. Neither the Company nor the Compensation Committee currently has, or has had at any time since incorporation, any contractual arrangement with any executive compensation consultant who has a role in determining or recommending the amount or form of senior officer compensation. 65 When 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, 2024, the Compensation Committee held two meetings in person or through conference calls. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is appointed by the Board to assist in fulfilling its corporate governance responsibilities under applicable laws. The Nominating and Corporate Governance Committee is responsible for, among other things, developing the Company’s approach to governance issues and establishing sound corporate governance practices that are in the interests of shareholders and that contribute to effective and efficient decision-making. Our Nominating and Corporate Governance Committee is currently comprised of Mr. Marc Lustig and Dr. Taub and is chaired by Mr. Lustig. During the year ended July 31, 2024, the Nominating and Corporate Governance Committee held one meeting. Exculpation, Insurance and Indemnification of Directors and Officers Under the BCBCA, a company may indemnify: (i) a current or former director or officer of that company; (ii) a current or former director or officer of another corporation if, at the time such individual held such office, the corporation was an affiliate of the company, or if such individual held such office at the company’s request; or (iii) an individual who, at the request of the company, held, or holds, an equivalent position in another entity (an “indemnifiable person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative or other legal proceeding or investigative action (whether current, threatened, pending or completed) in which he or she is involved because of that person’s position as an indemnifiable person, unless: (i) the individual did not act honestly and in good faith with a view to the best interests of such company or the other entity, as the case may be; or (ii) in the case of a proceeding other than a civil proceeding, the individual did not have reasonable grounds for believing that the individual’s conduct was lawful. A company cannot indemnify an indemnifiable person if it is prohibited from doing so under its articles or by applicable law. A company may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an indemnifiable person in respect of that proceeding only if the indemnifiable person has provided an undertaking that, if it is ultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay any amounts advanced. Subject to the aforementioned prohibitions on indemnification, a company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an indemnifiable person in respect of such eligible proceeding if such indemnifiable person has not been reimbursed for such expenses, and was wholly successful, on the merits or otherwise, in the outcome of such eligible proceeding or was substantially successful on the merits in the outcome of such eligible proceeding. On application from an indemnifiable person, a court may make any order the court considers appropriate in respect of an eligible proceeding, including the indemnification of penalties imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement. As permitted by the BCBCA, under Article 21.1, we are required to indemnify our directors and former directors (and such individual’s respective heirs and legal representatives) and we will indemnify any such person to the extent permitted by the BCBCA . The 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. 66 We maintain insurance policies relating to certain liabilities that our directors and officers may incur in such capacity. ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended July 31, 2024 and July 31, 2023. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($)(1) All Other Compensation ($) Total ($) William V. Williams, MD, FRCP 2023 736,555(2) 48,750 430,209 - 1,215,514 President and Chief Executive Officer 2024 734,419 - 342,651 - 1,077,070 Gadi Levin, CA, MBA 2023 285,715 18,750 - 86,970 - 391,435 Chief Financial Officer and Corporate Secretary 2024 443,000 - 77,730 520,730 Giuseppe Del Priore, MD, MPH 2023 466,927 25,578 - 456,396 - 948,901 Chief Medical Officer 2024 540,329 - 240,516 - 780,844 Miguel A. Lopez-Lago, PhD 2023 282,247 16,650 - 69,547 - 368,444 Chief Scientific Officer 2024 357,745 - 35,863 393,608 (1) This column represents the grant date fair value of the award in accordance with stock-based compensation rules under Accounting Standards Codification Topic 718. For a more detailed discussion of the valuation model and assumptions used to calculate the fair value of each option award, refer to Note 2 of the financial statements included in this annual report. (2) Dr. Williams has indicated his willingness to receive a portion (approximately $281,250) of his compensation in shares of the Company, subject to applicable Nasdaq rules. The Company anticipates that these shares/RSU’s will be issued in November 2024 67 Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding option and RSU awards held by each of our named executive officers that were outstanding as of July 31, 2024. Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of shares or units of stock that have not vested (#) Market value of shares or units of stock that have not vested ($) William V. Williams, MD, FRCP 200,000 - 4.24 03/29/26 - - 22,300 - 8.47 01/13/27 - - 101,800 - 6.14 08/02/27 - - 25,000 15,000 6.03 06/20/28 15,000 - - 0.00 08/02/27 - Gadi Levin, CA, MBA 75,000 - 4.24 03/29/26 - 20,000 - 4.71 05/20/27 - - 20,300 - 6.14 08/02/27 - - Giuseppe Del Priore, MD, MPH 150,000 - 7.51 02/16/27 - - 10,000 - 6.14 08/02/27 - - Miguel A. Lopez-Lago, PhD 15,000 - 8.47 01/13/27 - - 10,000 - 6.14 08/02/27 - - (1) Restricted Share Units Non-Employee Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board and received compensation for such service during the fiscal year ended July 31, 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in 2024. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) All Other Compensation ($) Total ($) Jamieson Bondarenko, CFA, CMT 204,786 - 459,321 - 664,106 Vaughn C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC 84,016 - 91,864 - 175,880 Marc Lustig, MSC, MBA 66,060 - 91,864 - 157,924 Martin E. Schmieg 75,000 - 91,864 - 166,864 Rebecca Taub, MD 50,004 - 91,864 - 141,868 Jane A. Gross, PhD 54,996 - 91,864 - 146,860 68 Employment Agreements Dr. Williams V. Williams On August 31, 2021, we entered into a compensation package with Dr. Williams, our Chief Executive Officer (the “2021 Compensation Package”). Pursuant to the 2021 Compensation Package, Mr. Williams receives $550,000 annually and may earn an equity incentive bonus compensation, which may include a direct stock award of up to $125,000 based upon a performance review as of December 31, 2021 (the “Performance Review”). In addition, the 2021 Compensation Package provides for an option award to purchase up to $250,000 in common shares of the Company, in connection with the Performance Review, which vests over a four year period and provides for an aggregate cash, stock and option award of up to $950,000. On June 21, 2022, we entered into a compensation package with Dr. Williams (the “2022 Compensation Package”). 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 $1,050,000. On May 1, 2023, Dr. Williams’ annual salary was increased to $675,000 per annum. Giuseppe Del Priore On 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. In addition, Mr. Del Priore was granted an option to purchase 150,000 of the Company’s common shares. 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. On May 1, 2023, Dr. Giuseppe Del Priore’s annual salary was increased to $460,000 per annum. Gadi Levin On 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. 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’s Base Salary was increased to $250,000, retroactively to January 1, 2022. On May 1, 2023, Mr. Levin’s Base Salary was increased to $350,000 per annum. 69 Miguel Lopez-Lago On May 26, 2022, we entered into an employment agreement with Miguel Lopez-Lago, our Chief Scientific Officer (the “Lopez-Lago Employment Agreement”). The Lopez-Lago Employment Agreement provides for $210,000 annually for Mr. Lopez-Lago’s duties as our Chief Scientist Officer. On May 1, 2023, Mr. Lopez-Lago’s annual salary was increased to $325,000 per annum. Equity Compensation Plan Information The following table summarizes the total number of outstanding awards and shares available for other future issuances of options under all of our equity compensation plans as of July 31, 2024. All of the outstanding awards listed below were granted under our stock option plan. Plan Category Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, 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 12,752,637 $ 5.12 611,299 Equity compensation plans not approved by shareholders - - - ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding the beneficial ownership of our common shares as of October 28, 2024 by: ● each of our named executive officers; ● each of our directors; ● all of our current directors and executive officers as a group; and ● each shareholder known by us to own beneficially more than 5% of our common shares. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Common shares that may be acquired by an individual or group within 60 days of October 28, 2024, pursuant to the exercise of options or warrants, vesting of common shares or conversion of preferred stock or convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on 36,183,161 common shares issued and outstanding as of October 28, 2024. 70 Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all common shares shown to be beneficially owned by them, based on information provided to us by such shareholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o BriaCell Therapeutics Corp., Suite 300 - 235 15th Street, West Vancouver, BC V7T 2X1. Name of Beneficial Owner Number of Shares Beneficially Owned Percentage of Common Shares Beneficially Owned Directors and Named Executive Officers Jamieson Bondarenko, CFA, CMT (1) 769,856 4.07 % William V. Williams, MD, FRCP (2) 552,738 3.00 % Gadi Levin, CA, MBA (3) 118,110 * Giuseppe Del Priore, MD, MPH (4) 160,000 * Miguel A. Lopez-Lago, PhD (5) 25,000 * Vaughn C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC (6) 114,524 * Marc Lustig, MSC, MBA 3,595,870 10.03 % Martin E. Schmieg (7) 105,574 * Rebecca Taub, MD (8) 50,000 * Jane A. Gross, PhD (9) 90,000 * All current named executive officers and directors as a group (10 persons) 5,581,672 15.58 % 5% or Greater Shareholders Marc Lustig, MSC, MBA (10) 3,595,870 10.03 % CVI Investments, Inc. (11) 2,608,695 7.28 % * Represents beneficial ownership of less than 1%. 71 Notes : (1) Includes 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. (2) Includes 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. (3) Includes 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. (4) Includes 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. (5) Includes 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. (6) Includes 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. (7) Includes 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. (8) Includes 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. (9) Includes 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. (10) Includes 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. (11) Based solely on a Schedule 13G filed with the SEC on September 16, 2024. The Schedule 13G was filed by CVI Investments, Inc. and 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. Section 16(A) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based 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, 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. 72 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Other 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. On 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. Director Independence Our board of directors undertook a review of the independence of our directors and considered whether any director has a relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has affirmatively determined that Dr. Gross, Dr. Taub. Mr. Bondarenko, Mr. Empro-Pantalony, Mr. Lustig, and Mr. Schmieg are each an “independent director,” as defined under the Nasdaq rules. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Audit Fees The aggregate fees billed to us by MNP LLP , our independent registered public accounting firm, for the indicated services for each of the last two fiscal years were as follows: 2024 2023 Audit fees (1) $ 210,778 $ 153,000 Audit-related fees (2) $ - $ 113,000 Tax fees $ 18,650 $ 81,400 All other fees $ 14,530 $ - (1) Audit fees consist of fees for professional services performed by MNP LLP for the audit and review of our quarterly financial statements. (2) Audit related fees consist of fees for preparation and filing of the carve-out financial statements related to the proxy statement filed. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all of the services provided by our independent registered public accounting firm. 73 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description of Exhibit (a)(1) Financial Statements The financial statements required by this item are submitted in a separate section beginning on page F-1 of this Annual Report on Form 10-K. (b) Exhibits 3.1 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) 3.2 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) 3.3 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) 3.4 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) 3.5 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) 3.6 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) 4.1 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) 4.2 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) 4.3 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) 4.4 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) 4.6 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) 4.7 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) 74 4.8 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) 4.9 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) 4.10 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) 4 .11 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) 4.12 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) 10.1 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) 10.2 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) 10.3 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) 10.5 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) 10.8 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) 10.9 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) 10.10 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) 10.11 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) 10.12 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) 10.13 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) 75 10.14 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) 10.15 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) 10.16 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) 10.17 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) 10.18 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) 10.19 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) 10.20 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) 10.21 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) 10.22 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) 10.23+ Compensation Agreement with Dr. William V. Williams, dated August 31, 2021 (incorporated by reference to Exhibit 10.22 to Form 10-K filed with the SEC on October 25, 2023) 10.24+ Compensation Agreement with Dr. William V. Williams, dated June 21, 2022 (incorporated by reference to Exhibit 10.23 to Form 10-K filed with the SEC on October 25, 2023) 10.25+ 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) 10.26+ 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) 10.27+ 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) 76 10.28 Exclusive License Agreement (incorporated by reference to Exhibit 10.27 to Form 10-K filed with the SEC on October 25, 2023) 10.29 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). 10.30 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) 10.31 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) 10.32 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) 10.33 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) 10.34 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) 21.1 List of Subsidiaries* 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 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** 32.2 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** 97.1 Clawback Policy* 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Indicates a management contract or compensatory plan or arrangement. * Filed herewith ** Furnished herewith ITEM 16. FORM 10-K SUMMARY None. 77 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRIACELL THERAPEUTICS CORP. /s/ William V. Williams October 28, 2024 Chief Executive Officer (Principal Executive Officer and Principal Accounting and Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ William V. Williams Chief Executive Officer, President and Director October 28, 2024 William V. Williams (Principal Executive Officer) /s/ Gadi Levin Chief Financial Officer and Corporate Secretary (Principal Accounting and Financial Officer) October 28, 2024 Gadi Levin /s/ Jamieson Bondarenko Chairman of the Board of Directors October 28, 2024 Jamieson Bondarenko /s/ Vaughn C. Embro-Pantalony Director October 28, 2024 Vaughn C. Embro-Pantalony   /s/ Marc Lustig Director October 28, 2024 Marc Lustig /s/ Martin E. Schmieg Director October 28, 2024 Martin E. Schmieg /s/ Rebecca Taub Director October 28, 2024 Rebecca Taub /s/ Jane A. Gross Director October 28, 2024 Jane A. Gross 78 Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 Expressed in United States Dollars F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of BriaCell Therapeutics Corp. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of BriaCell Therapeutics Corp. (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). In 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 America. Material Uncertainty Related to Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As 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. Basis for Opinion 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 the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Chartered Professional Accountants Licensed Public Accountants We have served as the Company’s auditor since 2015. Mississauga, Canada October 28 2024 F- 2 BriaCell Therapeutics Corp Consolidated Balance Sheets As at July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data) 2024 2023 July 31, 2024 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 862,089 $ 21,251,092 Amounts receivable and prepaid expenses 2,791,765 5,697,415 Total current assets 3,653,854 26,948,507 NON-CURRENT ASSETS: Investments - 2 Equity investment in BC Therapeutics 418,490 - Intangible assets, net 199,796 215,068 Property and equipment, net 388,175 - Long term prepaid expenses 1,211,946 - Total non-current assets 2,218,407 215,070 Total assets $ 5,872,261 $ 27,163,577 LIABILITIES AND SHAREHOLDERS’ DEFICIT CURRENT LIABILITIES: Trade payables $ 7,170,781 $ 1,123,739 Accrued expenses and other payables 290,376 677,718 Total current liabilities 7,461,157 1,801,457 NON-CURRENT LIABILITIES: Warrant liability 1,096,036 29,139,301 Total non-current liabilities $ 1,096,036 $ 29,139,301 CONTINGENT LIABILITIES AND COMMITMENTS - - SHAREHOLDERS’ DEFICIT: Share Capital of no par value – Authorized: unlimited at July 31, 2024 and 2023; Issued and outstanding: 18,284,661 and 15,981,726 shares at July 31, 2024 and 2023, respectively 72,166,414 69,591,784 Share-based payment reserved 9,189,261 7,421,950 Warrant reserve 1,844,296 - Accumulated other comprehensive loss ( 138,684 ) ( 138,684 ) Non-controlling interest ( 302,522 ) - Accumulated deficit ( 85,443,697 ) ( 80,652,231 ) Total shareholders’ deficit ( 2,684,932 ) ( 3,777,181 ) Total liabilities and shareholders’ deficit $ 5,872,261 $ 27,163,577 These consolidated financial statements were approved and authorized for issue on behalf of the Board of Directors on October 28, 2024 by: On behalf of the Board: “Jamieson Bondarenko” “William Williams” Director Director The accompanying notes are an integral part of these consolidated financial statements. F- 3 BriaCell Therapeutics Corp Consolidated Statements of Operations and Comprehensive Loss For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data) 2024 2023 Year ended July 31, 2024 2023 Operating expenses: Research and development expenses $ 27,177,807 15,336,638 General and administrative expenses 6,152,269 7,935,626 Total operating expenses 33,330,076 23,272,264 Operating loss ( 33,330,076 ) ( 23,272,264 ) Financial income, net 262,566 850,340 Change in fair value of the warrant liability 28,242,472 2,119,530 Share of loss on equity investment ( 106,510 ) - Net loss for the year $ ( 4,931,548 ) $ ( 20,302,394 ) Net loss attributable to non-controlling interest ( 140,082 ) - Net loss for the year attributable to BriaCell ( 4,791,466 ) ( 20,302,394 ) Net loss per share attributable to BriaCell – basic and diluted $ ( 0.29 ) $ ( 1.30 ) Weighted average number of shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 16,454,932 15,619,676 The accompanying notes are an integral part of these consolidated financial statements. F- 4 BriaCell Therapeutics Corp Consolidated Statements of Changes in Shareholders’ Equity (Deficit) For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars , except share and per share data) Number Amount CAPITAL Reserve INCOME (LOSS) DEFICIT Interests (DEFICIT) Share capital ADDITIONAL PAID IN Warrant ACCUMULATED OTHER COMPREHENSIVE ACCUMULATED Non- Controlling TOTAL SHAREHOLDERS’ EQUITY Number Amount CAPITAL Reserve INCOME (LOSS) DEFICIT Interest (DEFICIT) Balance, July 31, 2022 15,518,018 $ 65,589,293 $ 5,228,160 $ - $ ( 138,684 ) $ ( 60,349,837 ) $ - $ 10,328,932 Issuance of Options - - 2,193,790 - - - - 2,193,790 Exercise of warrants 300 2,491 - - - - - 2,491 Issuance of shares 463,408 4,000,000 - - - - - 4,000,000 Net loss for the year - - - - - ( 20,302,394 ) - ( 20,302,394 ) Balance, July 31, 2023 15,981,726 $ 69,591,784 $ 7,421,950 $ - $ ( 138,684 ) $ ( 80,652,231 ) - $ ( 3,777,181 ) Balance 15,981,726 $ 69,591,784 $ 7,421,950 - $ ( 138,684 ) $ ( 80,652,231 ) - $ ( 3,777,181 ) Instruments issued to minority shareholders at the arrangement date - - ( 36,767 ) - - - ( 162,440 ) ( 199,207 ) Issuance of Options - - 1,804,078 - - - - 1,804,078 Issuance of Units, net of issuance expenses 2,302,935 2,574,630 - 1,844,296 - - - 4,418,926 Net loss for the year - - - - ( 4,791,466 ) ( 140,082 ) ( 4,931,548 ) Balance, July 31, 2024 18,284,661 $ 72,166,414 $ 9,189,261 $ 1,844,296 $ ( 138,684 ) $ ( 85,443,697 ) ( 302,522 ) $ ( 2,684,932 ) Balance 18,284,661 $ 72,166,414 $ 9,189,261 $ 1,844,296 $ ( 138,684 ) $ ( 85,443,697 ) ( 302,522 ) $ ( 2,684,932 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 BriaCell Therapeutics Corp Consolidated Statements of Cash Flows For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data) 2024 2023 Year ended July 31, 2024 2023 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: Amortization 15,271 15,271 Depreciation 68,626 - Share-based compensation 1,804,078 2,193,790 Equity Losses 106,510 - Change in fair value of warrants ( 28,242,472 ) ( 2,119,530 ) Changes in assets and liabilities: (Increase) decrease in amounts receivable ( 732,578 ) 5,230 Decrease (increase) in prepaid expenses 2,126,282 ( 4,397,597 ) Increase in accounts payable 6,047,042 660,459 (Decrease) increase in accrued expenses and other payables ( 387,339 ) 199,911 Net cash used in operating activities ( 24,126,128 ) ( 23,744,860 ) Cash flow from investing activities: Purchase of property and equipment ( 456,801 ) - Equity investment in BC Therapeutics ( * ) ( 225,000 ) - Net cash used in investing activities ( 681,801 ) - Cash flow from financing activities: Proceeds from exercise of warrants - 1,594 Share and warrant buyback program - ( 47,294 ) Proceeds from issuance of shares, net of issuance costs 4,418,926 4,000,000 Net cash provided by financing activities 4,418,926 3,954,300 Decrease in cash and cash equivalents ( 20,389,003 ) ( 19,790,560 ) Cash and cash equivalents at beginning of year 21,251,092 41,041,652 Cash and cash equivalents at end of year $ 862,089 $ 21,251,092 (*) In 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. The accompanying notes are an integral part of these consolidated financial statements. F- 6 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 1: GENERAL AND GOING CONCERN a. BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) was incorporated under the Business Corporations Act (British Columbia) on July 26, 2006 and is listed on the Toronto Stock Exchange (“TSX”) under the symbol “BCT”. The Company also trades on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX” and “BCTXW”. b. BriaCell 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. c. Going concern The Company continues to devote substantially all of its efforts toward research and development activities. In the course of such activities, the Company has sustained operating losses and expects such losses to continue in the foreseeable future. The Company’s accumulated deficit as of 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. d. The Company has two wholly-owned U.S. subsidiaries: (i) BriaCell Therapeutics Corp. (“BTC”), which was incorporated in April 3, 2014, under the laws of the state of Delaware, and (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, under the Business Corporations Act (British Columbia). See also note 1e. (Sapientia and BTC and BriaPro together, the “Subsidiaries”) The Company has one operating segment and reporting unit. e. On August 31, 2023, the Company closed a plan of arrangement spinout transaction (the “Arrangement”) pursuant to which certain pipeline assets of the Company, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (the “BriaPro Assets”), were spun-out to BriaPro Therapeutics Corp. (“BriaPro”), resulting in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell shareholders (“BriaCell Shareholders”). Pursuant to the terms of the Arrangement, BriaPro has acquired the entire right and interest in and to the BriaPro Assets in consideration for the issuance by BriaPro to the Company of BriaPro common shares. Under the terms of the Arrangement, for each BriaCell share held immediately prior to closing, BriaCell Shareholders receive one (1) common share of BriaPro, and one (1) new common share of BriaCell (retiring their old share) having the same terms and characteristics as the existing BriaCell common shares. The Company will remain listed on the NASDAQ Stock Market and Toronto Stock Exchange, and BriaPro is an unlisted reporting issuer in Canada. Immediately following the closing of the Arrangement, the Company controls 2/3rd of the BriaPro common shares representing approximately 66.6 % of the issued and outstanding common shares of BriaPro. As a result of the Arrangement, there are 47,945,178 BriaPro common shares issued and outstanding. The Company now beneficially owns or controls approximately 31,963,452 BriaPro common shares, representing 2/3rd of the issued and outstanding BriaPro common shares. Pursuant to the Arrangement, each BriaCell warrant in issuance at the time of the Arrangement shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof, one BriaCell Share and one BriaPro Share for the original exercise price. Warrants issued by the Company, subsequent to the Arrangement are not subject to the terms above. Upon the exercise of BriaCell Warrants, BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount for each one (1) BriaPro Share so issued that is equal to the exercise price under the BriaCell Warrant multiplied by the fair market value of one (1) BriaPro Share at the Effective Date divided by the total fair market value of one (1) BriaCell Share and one (1) BriaPro Share at the Effective Date (“BriaPro Warrant Shares”). Pursuant to the Arrangement, all Briacell option holders received the same amount of BriaPro options (“BriaPro Option”) and under the BriaPro incentive plan. The exercise price of the BriaCell options was apportioned between the BriaCell options and the BriaPro options, as follows: Each one (1) BriaPro Option to acquire one (1) Share shall have an exercise price equal to the product obtained by multiplying the original exercise price of the BriaCell Option by the quotient obtained by dividing (A) the fair market value of a BriaPro Share at the Effective Date by (B) the aggregate fair market value of a BriaCell Share and a BriaPro Share at the Effective Date. Pursuant to the Arrangement, all BriaCell Restricted Shares Units (“RSU”) holders received the same amount of BriaPro RSU’s under the BriaPro incentive plan. Transition Services Agreement On August 31, 2023, the Company and BriaPro executed a transition services agreement (the “Agreement”), pursuant to which BriaCell will provide certain research and development and head office services (the “Services”) to BriaPro for a fixed monthly fee of $ 20,000 . Briacell and BriaPro acknowledged the transitional nature of the Services and accordingly, as promptly as practicable, BriaPro agreed to use commercially reasonable efforts to transition each Service to its own internal organization or to obtain alternate third party providers to provide the Services. In accordance with US GAAP’s Accounting Standards Codification 505 “Equity”, the Arrangement was determined to be a spinoff of nonmonetary assets which did not constitute a business. However, since the assets were transferred to an entity under the Company’s control, the assets is being recorded on the Company’s basis (carry value) and not at fair market value. NOTE 2: SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation of the financial statements : The Company’s consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (U.S. GAAP) as set forth in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (ASC). F- 7 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) b. Use of estimates, assumptions and judgements : The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates. Going Concern Preparation of the consolidated financial statement on a going concern basis, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets, including its intangible assets and to meet its liabilities as they become due. Warrants and options The Company uses the Black-Scholes option-pricing model to estimate the fair value of options at the grant date, and the warrant liability at the grant date and each reporting period date. The key assumptions used in the model are the expected future volatility in the price of the Company’s shares and the expected life of the warrants. Income Taxes The Company accounts for income taxes in accordance with Accounting Standard Codification 740, Income Taxes (“FASB ASC 740”), on a tax jurisdictional basis. The Company files income tax returns in the United States. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and the consolidated financial statements reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized. Provision for Income Taxes. Management accounts for income taxes by estimating future tax effects of temporary differences between the tax and book basis of assets and liabilities considering the provisions of enacted tax laws. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, management is required to make many subjective assumptions and judgments regarding the Corporation’s income tax exposures, including judgments in determining the amount and timing of recognition of the resulting deferred tax assets and liabilities, including projections of future taxable income. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in management’s subjective assumptions and judgments can materially affect amounts recognized in the Consolidated balance sheet and Consolidated Statements of Operations and Comprehensive Loss Intangible assets Intangible assets are tested for impairment annually or more frequently if there is an indication of impairment. The carrying value of intangibles with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications of impairment, the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and impairment loss is recognized. Prepaid expenses The Company has prepaid certain expenses in respect of its pivotal phase III trial and estimates the period over which such expenses will be incurred. As of July 31, 2024, the Company revised its estimate of the time to completion in respect of this trial. Amounts estimated to be expenses in more than 12 months have been classified to long-term prepaid expenses. The useful life of property and equipment Property and equipment are depreciated over their useful lives. Useful lives are based on management’s estimates of the period that the assets will be used which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the amounts charged to the consolidated statement of operations and comprehensive loss in specific periods. Investment equity method Investments in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using the equity method, with the Company’s share of losses reported in the loss from equity method investments on the statements of operation and comprehensive loss. The Company has a 51.2 % interest in BC Therapeutics. Management evaluates whether it has control over the investee in accordance with the guidance of ASC 810, which requires judgment to assess factors such as power over significant activities of the investee, exposure to variable returns, and the ability to affect those returns. Based on this evaluation, management determines whether control or significant influence is present for accounting purposes. c. Principal of consolidation : The consolidated financial statements include the accounts of the Company and its Subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. d. Consolidated financial statements in U.S dollars : The functional currency is the currency that best reflects the economic environment in which the Company and its subsidiary operates and conducts their transactions. The functional currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end in accordance with ASC No. 830 “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financing income or expenses as appropriate. F- 8 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) e. Cash and cash equivalents : Cash equivalents are short-term highly liquid deposits that are readily convertible to cash with original maturities of three months or less, at the date acquired, and investments with maturities of longer than three months where the investment can be liquidated before the maturity date without a significant penalty. f. Equity method investments : Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s share of losses reported in loss from equity method investments on the statements of operation and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within interest in equity investees on the statements of financial position. g. Property and E quipment, net : Property and equipment with individual values of over $ 2,500 are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Laboratory equipment 20 % h. Intangible assets, net : Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred. Intangible assets with finite useful lives are amortized over their useful lives and whenever there is an indication that the asset may be impaired. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these group of assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the group of assets is expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. The amortization period and the amortization method for an intangible asset are reviewed at least at each year end. Intangible assets with indefinite useful lives are not systematically amortized and are tested for impairment annually, or whenever there is an indication that the intangible asset may be impaired. The useful life of these assets is reviewed annually to determine whether their indefinite life assessment continues to be supportable. If the events and circumstances do not continue to support the assessment, the change in the useful life assessment from indefinite to finite life is accounted for prospectively as a change in accounting estimate and on that date the asset is tested for impairment. Commencing from that date, the asset is amortized systematically over its useful life. The details of intangible assets are as follows: SCHEDULE OF USEFUL LIVES OF INTANGIBLE ASSETS Patents Useful life 20 years Amortization method Straight-line In-house development or purchase Purchase For the years ended July 31, 2024 and 2023, no indicators of impairment have been identified. F- 9 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) i. Research and Development expenses : Research and development expenses are recognized in the consolidated statements of operations and comprehensive loss when incurred. Research and development expenses consist of intellectual property, development and production expenditures. Government grants are recognized when there is reasonable assurance that the grants will be received, and the Company will comply with the conditions. The grants are offset against the related research and development expenditure. j. Fair value of financial instruments : The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 — Observable inputs that are based on inputs not quoted on active markets but corroborated by market data. Level 3 — Unobservable inputs are used when little or no market data are available. The carrying amounts of cash and cash equivalents, subscriptions receipts, trade payables and accrued expenses and other payables approximate their fair value due to the short-term maturity of such instruments. The carrying amount of warrant liabilities is recorded at the fair value at each reporting period. F- 10 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) k. Leases : The Company accounts for leases according to ASC 842, “Leases”. The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. An ROU asset represents the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease agreement. An ROU asset is measured based on the discounted present value of the remaining lease payments, plus any initial direct costs incurred and prepaid lease payments, excluding lease incentives. The lease liability is measured at lease commencement date based on the discounted present value of the remaining lease payments. The implicit rate within the operating leases is generally not determinable, therefore the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. The Company elected the practical expedient for lease agreements with a term of twelve months or less and does not recognize right-of-use (“ROU”) assets and lease liabilities in respect of those agreements. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. l. Share-based compensation : The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation – Stock Compensation”, which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service. The Company has selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The Company recognizes forfeitures of equity-based awards as they occur. Restricted share units use the share price on the grant date to determine the fair value of the restricted share unit award. F- 11 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) m. Income Taxes : The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, to reduce deferred tax assets to their estimated realizable value, if needed. ASC 740 offers a two-step approach for recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of July 31, 2024, and 2023 no liability for unrecognized tax benefits was recorded as a result of ASC 740. n. Basic and diluted net loss per Share : The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive ordinary shares are anti-dilutive. o. Recently issued and adopted accounting standards : As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. 1. In July 2023, the FASB issued 2023-03 — Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022, EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock (SEC Update). The adoption of this standard on August 1, 2023, did not result in amended disclosures in the Company’s consolidated financial statements, nor did this standard have a material impact the Company’s results of operations. 2. In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures. 3. In March 2024, the FASB issued ASU 2024-01 - Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This standard clarifies whether profits interest and similar awards fall within the scope of stock-based compensation guidance as defined in ASC Topic 718, introducing examples to demonstrate this. The ASU includes scenarios where profits interest awards are classified as equity instruments or liability awards and situations where they fall outside ASC Topic 718, being accounted for under ASC Topic 710. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures. F- 12 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 3: Amounts receivable and prepaid expenses SCHEDULE OF AMOUNTS RECEIVABLE AND PREPAID EXPENSES 2024 2023 July 31, 2024 2023 Directors and officers insurance $ 632,657 $ 717,742 Prepaid expense (a) 1,322,122 4,835,800 Subscription receipt (b) 736,359 - Other prepaids 100,627 143,873 Amounts receivable and prepaid expenses $ 2,791,765 $ 5,697,415 (a) Prepaid expenses as of July 31, 2024 include amounts paid to certain vendors in respect of the Company’s ongoing pivotal phase III trial study. These amounts are amortized over the period of the clinical trial. Prepaid expenses estimated to be expensed within 12 months amount to $ 1,322,122 and are included in current assets, whist the balance, extending longer than 12 months, amounts to $ 1,211,946 and is included in non-current assets under long-term prepaid expenses. (b) The subscription receipt relates to the May 2024 Offering (see note 9(b)(ii)(1)). All the funds have been received subsequent to the balance sheet date. NOTE 4: INVESTMENT IN BC THERAPEUTICS INC. On December 21, 2021, the Company and BC Therapeutics, Inc. (“BC Therapeutics” or “the Investee”) entered a share purchase agreement (“SPA”), pursuant to which the Company initially provided a loan of $ 300,000 to BC Therapeutics, with no interest to be paid. Subsequently, in accordance with the SPA, this loan was converted into an equity investment in BC Therapeutics at a rate of $ 1.25 per share, resulting in a 37.5 % ownership interest (“Initial Investment”). Pursuant to the SPA (“Initial Investment”), Briacell also received two options to invest an additional $ 225,000 per option at $ 1.25 per BC Therapeutics share. The first option expires on February 15, 2024 (“First BC Therapeutics Option”) and the second option expires on June 30, 2024 (“Second BC Therapeutics Options”, together, the “BC Therapeutic Options”). In accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued at $ 76,350 in accordance with the Black Scholes Option Price Model, using the following assumptions: Share price: $ 1.25 , Exercise price: $ 1.25 , Dividend yield: 0 %, Risk free interest rate: 4.902 %, Volatility: 100 %. BC Therapeutics has a board of four representatives, with two representatives appointed by BriaCell and two representatives appointed by the existing shareholders. All significant decisions related to BC Therapeutics require the approval of at least a majority of the board members. On February 1, 2024, the Company exercised the First BC Therapeutics Option and currently holds 51.2 % of BC Therapeutics. The value of the BC Therapeutics Options was updated to consider the effect of the exercise of the First BC Therapeutics Option. Consequently, the fair value of the First BC Therapeutics Option, $ 35,964 , has been reclassified to the investment. See also note 15(a) for details of transactions subsequent to the year end. In accordance with ASC 810, the Company continues to account for the investment under the equity method of accounting as the Company does not exercise control over BC Therapeutics. Changes in the Company’s equity investment in BC Therapeutics is summarized as follows: SCHEDULE OF CHANGES IN INVESTMENT Balance – August 1, 2023 $ - Funding (including the value of the BC Therapeutics Options) 525,000 Share of losses: (106,510 ) Balance – July 31, 2024 $ 418,490 The following amounts represent the Company’s 51.2 % share of the assets of BC Therapeutics: SCHEDULE OF ASSETS AND LIABILITIES OF BC THERAPEUTICS As of July 31, 2024 Current assets: Cash $ 32,810 Net assets $ 32,810 NOTE 5: INTANGIBLE ASSETS, NET Acquired intangible assets with finite lives consisted of the following as of July 31, 2024 and 2023: SCHEDULE OF INTANGIBLE ASSETS 2024 2023 July 31, 2024 2023 Patents $ 305,130 $ 305,130 Gross intangible assets 305,130 305,130 Less – accumulated amortization ( 105,334 ) ( 90,062 ) Intangible assets, net $ 199,796 $ 215,068 The attributable intellectual property relates to Sapientia’s various patents, which the Company is amortizing over 20 years, consistent with its accounting policy. Amortization expenses for the years ended July 31, 2024 and 2023, were $ 15,271 and $ 15,271 , respectively. The estimated future amortization expense of intangible assets as of July 31, 2024 is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS 2025 $ 15,271 2026 15,271 2027 15,271 2028 15,271 2029 and thereafter 138,712 Total $ 199,796 See also note 1(e) regarding the transfer of the intangible asset. F- 13 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 6: PROPERTY AND EQUIPEMENT, NET SCHEDULE OF PROPERTY AND EQUIPMENT NET During the year ended July 31, 2024, the Company purchased certain laboratory equipment in the gross amount of $ 456,801 . Laboratory equipment Cost: As of August 1, 2023 $ - Cost,beginning balance $ - Additions 456,801 Disposals - As of July 31, 2024 $ 456,801 Cost,ending balance $ 456,801 Accumulated depreciation: As of August 1, 2023 $ - Accumulated depreciation, beginning balance $ - Depreciation 68,626 As of July 31, 2024 $ 68,626 Accumulated depreciation, ending balance $ 68,626 Net Book Value: As of July 31, 2024 $ 388,175 As of July 31, 2023 $ - Net book value $ - NOTE 7: CONTINGENT LIABILITIES AND COMMITMENTS a. BriaPro Warrants Upon the exercise of BriaCell Warrants, BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount based on an agreed formula (detailed in note 1(e)). As of July 31, 2024, this amount totaled of up to $ 241,164 and is eliminated on consolidation. b. Lease The Company is currently in a 12 -month commitment for office and lab space in Philadelphia, PA, costing the company approximately $ 38,110 per month. The lease is set to expire on August 31, 2024, with a month-to-month extension thereafter. NOTE 8: FAIR VALUE MEASUREMENTS The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of July 31, 2024 and 2023: SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurements at July 31, 2024 July 31, 2023 Level 1 Level 2 Total Level 1 Level 2 Total Financial Assets: Cash and cash equivalents $ 862,089 $ - $ 862,089 $ 21,251,092 $ - $ 21,251,092 Total assets measured at fair value $ 862,089 $ - $ 862,089 $ 21,251,092 $ - $ 21,251,092 Financial liabilities: Warrants liability 760,657 335,379 1,096,036 9,742,023 19,397,278 29,139,301 Total liabilities measured at fair value $ 760,657 335,379 1,096,036 $ 9,742,023 19,397,278 29,139,301 The Company classifies its cash equivalents and the liability in respect of publicly traded warrants within Level 1 because they are valued using the quoted market prices in active markets. The fair value of the warrant liability for non-public warrants is measured using inputs other than quoted prices included in Level 1 that are observable for the liability either directly or indirectly, and thus are classified as Level 2 financial instruments. F- 14 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 9: SHAREHOLDERS’ EQUITY a. Authorized share capital The authorized share capital consists of an unlimited number of common shares with no par value (“Share”). b. Issued share capital (i) The Company issued the following shares during the year ended July 31, 2023: 1. On April 14, 2023, 300 warrants with an exercise price of $ 5.31 were exercised for gross proceeds of $ 1,594 . The Company issued 300 shares in respect of the exercise of these warrants. 2. On May 12, 2023, the Company issued 463,408 Shares to Prevail Partners, LLC at a price per share of $ 8.63 , resulting in aggregate gross proceeds of $ 4,000,000 . (ii) The Company issued the following shares during the year ended July 31, 2024: 1. On May 17, 2024, the Company closed a registered direct offering with healthcare-focused institutional investors, certain existing investor and a director of the Company for the purchase and sale of 2,302,935 common shares of the Company and 100,000 pre-funded warrants with an offering price of $ 1.1999 , an exercise price of $ 0.0001 and may be exercised at any time in the future, and warrants to purchase up to an aggregate of 2,402,935 common shares of the Company (“May 2024 Warrants”) for aggregate gross proceeds of approximately $ 5.0 million before deducting placement agent fees and other offering expenses (the “May 2024 Offering”). Each common share (or pre-funded warrant in lieu thereof) was sold together with one warrant to purchase one common share at a combined purchase price of $ 2.00 to the institutional investors and $ 2.215 to the existing investor and director of the Company. The May 2024 Warrants have an exercise price of $ 2.11 per share, will become exercisable six months from the date of issuance and expire five years from the initial exercise date. In addition, the Company issued 50,000 placement agent warrants with the same terms as the May 2024 Warrants. The prefunded warrants were exercised on August 7, 2024 – see note 15(b). The fair value of the 2,452,935 May 2024 Warrants had a fair value of $ 2,020,207 using the Black-Scholes option price model, with the following assumptions: share price - $ 1.18 ; exercise price - $ 2.11 ; expected life – 5.5 years; annualized volatility - 118 %; dividend yield - 0 %; risk free rate – 4.71 %, non-marketability discount – 13.13 %. The amount was credited to the warrant reserve at the date of the May 2024 Offering. c. Share Purchase Warrants A summary of changes in share purchase warrants for the years ending July 31, 2024 and 2023 is presented below: SUMMARY OF CHANGES IN WARRANTS Number of options outstanding Weighted average exercise price (*) Balance, July 31, 2022 8,137,686 $ 5.76 Exercised ( 300 ) ( 5.31 ) Repurchased and cancelled ( 15,736 ) ( 5.31 ) Balance, July 31, 2023 8,121,650 $ 5.76 Granted in the May 2024 Offering 2,402,935 2.11 Balance, July 31, 2024 10,524,585 $ 4.92 (*) See note 7(a). F- 15 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 9: SHAREHOLDERS’ EQUITY (Cont.) As of July 31, 2024, warrants outstanding were as follows: SCHEDULE OF WARRANTS OUTSTANDING Number of Warrants outstanding as of July 31, 2024 Exercise Price Number of Warrants Exercisable as of July 31, 2024 Expiry Date 51,698 $ 3.93 51,698 November 16, 2025 3,896,809 $ 5.31 3,896,809 February 26, 2026 – April 26, 2026 4,173,143 $ 6.19 4,173,143 December 7, 2026 2,402,935 $ 2.11 - November 17, 2029 10,524,585 8,121,650 e) Compensation Warrants A summary of changes in compensation warrants for the years ended July 31, 2024 and 2023 is presented below: SUMMARY OF CHANGES IN WARRANTS Number of warrants outstanding Weighted average exercise price (*) Balance, July 31, 2022 and 2023 46,652 5.66 Granted in the May 2024 Offering 50,000 2.32 Balance, July 31, 2024 96,652 $ 3.92 (*) See note 7(a). As of July 31, 2024, compensation warrants outstanding were as follows: SCHEDULE OF WARRANTS OUTSTANDING Number of Exercisable At Warrants Exercise Price July 31, 2024 Expiry Date 4,890 $ 3.91 4,890 November 16, 2025 17,074 $ 5.31 17,074 February 26, 2026 24,688 $ 6.19 24,688 June 7, 2026 50,000 $ 2.32 - May 17, 2029 96,652 46,652 f) Warrant liability continuity (i) The following table presents the summary of the changes in the fair value of the warrants recorded as a liability on the Balance Sheet (*): SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS Warrants liability Balance as of July 31, 2022 $ 31,307,022 Exercise of warrants ( 897 ) Warrant buyback program ( 47,294 ) Change in fair value during the year ( 2,119,530 ) Balance as of July 31, 2023 29,139,301 Fair value of BriaPro Warrant Shares at Effective Date (note 1(e)) 199,207 Change in fair value during the year ( 28,242,472 ) Balance as of July 31, 2024 $ 1,096,036 (*) Certain warrants were issued prior to August 1, 2022 in respect of public offerings and private placements that contain terms that require the warrants to be recorded as a liability at fair value under US GAAP. As a result, these warrants are valued at the end of each reporting period. For the year ended July 31, 2024, the Company recorded a gain on the revaluation of the total warrant liability of $ 28,242,472 in the consolidated statements of operations and comprehensive loss. The key inputs used in the valuation of the of the warrant as of July 31, 2024 and at July 31, 2023 and on the issuance dates, were as follows: SCHEDULE OF VALUATION OF PUBLIC OFFERING BROKER WARRANTS February 26, 2021 (Issuance date) April 12, 2021 (Issuance date) July 31, 2024 July 31, 2023 Share price $ 3.40 $ 3.92 $ 0.75 $ 6.69 Exercise price $ 5.31 $ 5.31 5.31 - 6.19 $ 5.31 - 6.19 Expected life (years) 5.00 5.00 1.57 - 2.35 2.58 - 3.35 Volatility 100 % 100 % 77 - 79 % 100 % Dividend yield 0 % 0 % 0 % 0 % Risk free rate 0.88 % 0.97 % 4.27 % 4.51 % The key inputs used in the valuation of the of the BriaPro Warrant Shares as of July 31, 2024 were as follows: SCHEDULE OF BRIA PRO WARRANTS August 31, July, 31 2023 2024 (Effective Date) Share price $ 0.0365 $ 0.0365 Exercise price $ 0.0206 - 0.0308 $ 0.0206 - 0.0308 Expected life (years) 1.30 - 2.35 2.21 - 3.27 Volatility 79 - 781 % 100 % Dividend yield 0 % 0 % Risk free rate 3.46 % 4.40 % F- 16 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 10: SHARE-BASED COMPENSATION On August 2, 2022, the Company approved an omnibus equity incentive plan (“Omnibus Plan”), which will permit the Company to grant incentive stock options, preferred share units, restricted share units (“RSU’s”), and deferred share units (collectively, the “Awards”) for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary of the Company. The maximum number of shares available for issuance under the Omnibus Plan shall not exceed 15 % of the issued and outstanding Shares, from time to time, less the number of Shares reserved for issuance under all other security-based compensation arrangements of the Company, including the existing Stock Option Plan. On February 9, 2023, the Omnibus Plan was approved by the shareholders. a. The following table summarizes the number of options granted under the Stock Option Plan for the year ended July 31, 2024 and related information: SUMMARY OF NUMBER OF OPTIONS GRANTED Number of options Weighted average exercise price (*) Weighted average remaining contractual term (in years) Aggregate intrinsic value Balance as of July 31, 2022 1,490,300 $ 6.20 4.09 $ 447,090 Granted (i) 641,100 6.16 4.63 Balance as of July 31, 2023 2,131,400 6.19 3.55 1,065,700 Balance as of July 31, 2024 2,131,400 6.16 2.52 - Exercisable as of July 31, 2023 1,585,655 $ 6.18 3.19 $ 808,684 Exercisable as of July 31, 2024 1,961,150 $ 6.17 2.41 $ - (i) The 641,100 options granted to directors and employees during the year ended July 31, 2023 vest quarterly over the two years from grant date. (ii) The weighted-average grant date per-share fair value of stock options granted during 2024 and 2023 was $ nil and $ 4.72 , respectively. As of July 31, 2024, there are $ 786,570 of total unrecognized costs related to share-based compensation that is expected to be recognized over a period of up to 0.75 years. (*) certain options are exercisable in Canadian dollars and translated to US Dollars at year end. b. The following table lists the inputs to the Black-Scholes option-pricing model used for the fair value measurement of equity-settled share options for the above Options Plans granted for the years 2024 and 2023: SCHEDULE OF FAIR VALUE MEASUREMENT OF EQUITY - SETTLED SHARE OPTIONS Year ended July 31, 2024 (*) 2023 Dividend yield n/a 0 % Expected volatility of the share prices n/a 100 % Risk-free interest rate n/a 3.99 %- 4.23 % Expected term (in years) n/a 5 (*) There were no options grants during the year end July 31, 2024. F- 17 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 10: SHARE-BASED COMPENSATION (Cont.) c. The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of July 31, 2024 SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Exercise price Options outstanding as of July 31, 2024 Options exercisable as of July 31, 2024 Weighted average remaining contractual term (years) Expiry Date $ 6.03 440,000 275,000 3.89 June 20, 2028 $ 7.16 21,000 15,750 3.58 February 27, 2028 $ 6.10 180,100 180,100 3.01 August 02, 2027 $ 4.71 31,000 31,000 2.81 May 20, 2027 $ 7.51 150,000 150,000 2.54 February 16, 2027 $ 8.47 524,700 524,700 2.45 January 13, 2027 $ 7.22 12,600 12,600 2.25 November 01, 2026 $ 5.74 100,000 100,000 2.09 September 01, 2026 $ 4.24 60,000 60,000 1.72 April 19, 2026 $ 4.24 612,000 612,000 1.66 March 29, 2026 2,131,400 1,961,150 d. As result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of July 31, 2024: SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS Exercise Options outstanding as of Options exercisable as of Price July 31, 2024 July 31, 2024 Expiry Date $ 0.0933 440,000 275,000 June 20, 2028 $ 0.1108 21,000 15,750 February 27, 2028 $ 0.0984 180,100 180,100 August 02, 2027 $ 0.0729 31,000 31,000 May 20, 2027 $ 0.1162 150,000 150,000 February 16, 2027 $ 0.1310 524,700 524,700 January 13, 2027 $ 0.1165 12,600 12,600 November 01, 2026 $ 0.0888 100,000 100,000 September 01, 2026 $ 0.0656 60,000 60,000 April 19, 2026 $ 0.0656 612,000 612,000 March 29, 2026 2,131,400 1,961,150 e. Restricted Share Units The following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for year ended July 31, 2024: SCHEDULE OF RESTRICTED STOCK UNITS GRANTED Number of RSU’s Aggregate outstanding intrinsic value Balance, July 31, 2023 19,200 $ 128,448 Balance, July 31, 2024 19,200 $ 14,400 f. The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the years ended July 31, 2024 and 2023 is comprised as follows: SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES 2024 2023 Year ended July 31, 2024 2023 Research and development expenses $ 734,986 $ 1,072,592 General and administrative expenses 1,069,092 1,121,198 Total share-based compensation $ 1,804,078 $ 2,193,790 F- 18 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 11: TAXES ON INCOME a. Components of income taxes excluding cumulative effects of changes in accounting principles, other comprehensive income, and equity in net results of affiliated companies accounted for after-tax for the years ended July 31 were as follows: b. The Company recorded loss before taxes on income as follows: SCHEDULE OF LOSS BEFORE TAXES ON INCOME 2024 2023 Year ended July 31, 2024 2023 Domestic $ 23,946,952 $ ( 2,469,999 ) Foreign ( 28,878,500 ) ( 17,832,395 ) Loss before taxes on income $ ( 4,931,548 ) $ ( 20,302,394 ) c. The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27 % (2023 - 27 %) to the effective tax rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX 2024 2023 Year ended July 31, 2024 2023 Net loss before recovery of income taxes $ ( 4,931,548 ) $ ( 20,302,394 ) Expected income tax (recovery) expense ( 1,331,518 ) ( 5,481,650 ) Tax rate changes and effect of taxes of subsidiaries at foreign rates 1,467,021 1,068,270 Share-based compensation and other non-deductible expenses 1,697,204 622,220 R&D Credits ( 3,903,153 ) - Effect of spin-out transaction ( 297,781 ) Valuation allowance 2,368,228 3,791,160 Income tax (recovery) $ - $ - d. The Company had no income tax expense for the years ended July 31, 2024, and 2023, due to its history of operating losses and valuation allowances. e. Significant components of the Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS NET 2024 2023 July 31, 2024 2023 Deferred Tax Assets: Property and equipment $ 731 730 Marketable Securities 15,678 11,760 Intellectual property 256,741 - Warrant liability - 3,776,710 Share issuance costs 376,978 734,300 Investment in BC Therapeutics 19,172 - Operating tax losses carried forward 4,850,799 3,842,320 Operating tax losses carried forward- USA 5,545,125 4,913,950 Research and Development 10,879,373 2,685,825 Total deferred tax assets 21,944,597 15,965,594 Valuation allowance ( 18,034,710 ) ( 15,920,430 ) Net deferred tax assets $ 3,909,886 $ 45,160 Deferred Tax Liability: Intellectual Property $ - $ ( 45,160 ) Warrant liability ( 3,848,762 ) - Property, plant, and equipment ( 61,125 ) - Total net deferred tax liabilities ( 3,909,886 ) ( 45,160 ) Valuation allowance - - Net deferred tax assets (liabilities) $ - $ - f. The Company has net deferred tax assets relating primarily to net operating loss (“NOL”) carryforwards, research and development, and share issuance costs. Subject to certain limitations, the Company may use these deferred tax assets to offset taxable income in future periods. Due to the Company’s history of losses and uncertainty regarding future earnings, a full valuation allowance has been recorded against the Company’s deferred tax assets, as it is more likely than not that such assets will not be realized. The net change in the total valuation allowance for the year ended July 31, 2024, was $ 1,792,500 . F- 19 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 11: TAXES ON INCOME (Cont.) At July 31, 2024, the Company had US federal NOL carryforwards of approximately $ 26,405,000 . The federal net operating losses have expiry periods ranging between 2033 and indefinitely. The Company also has Canadian net operating loss carryovers of approximately $ 17,965,000 as of July 31, 2024. The Canadian net operating losses have expiry periods ranging between 2035 and 2044. The Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions. ASC 740-10 requires that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not to be sustained upon examination based on the technical merits of the position. For the year ended July 31, 2024, the Company had no material unrecognized tax benefits, and based on the information currently available, no significant changes in unrecognized tax benefits are expected in the next 12 months. The Company’s policy is to recognize interest and penalties related to uncertain tax positions as income tax expense. The Company has no accruals for interest or penalties on its accompanying consolidated balance sheets as of July 31, 2024, and 2023, and has not recognized interest or penalties in the consolidated statements of operations for the years ended July 31, 2024, and 2023. NOTE 12: RELATED PARTY TRANSACTIONS AND BALANCES Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making operating and financial decisions. This would include the Company’s senior management, who are considered to be key management personnel by the Company. Parties are also related if they are subject to common control or significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. a. The following related party salaries and directors’ fees are included in the consolidated statements of operations and comprehensive loss: SCHEDULE OF RELATED PARTY BALANCES 2024 2023 Year ended July 31, 2024 2023 Directors (*) $ 534,861 $ 517,398 Officers (**) 2,075,492 1,881,171 Due from related party $ 2,610,353 $ 2,398,569 (*) Excludes the CEO who is a director (**) Includes the CEO who is also a director b. The following related party balances are included in the consolidated balance sheets: 2024 2023 July 31, 2024 2023 Directors (*) $ 153,852 $ 7,500 Officers (**) 319,478 33,253 Related party, balance $ 473,330 $ 40,753 (*) Excludes the CEO who is a director (**) Includes the CEO who is also a director F- 20 BriaCell Therapeutics Corp Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 13: FINANCIAL INCOME, NET SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET 2024 2023 Year ended July 31, 2024 2023 Interest income $ 288,018 $ 891,213 Foreign exchange loss ( 25,452 ) ( 40,873 ) Financial income, net $ 262,566 $ 850,340 NOTE 14: BASIC AND DILUTED NET LOSS PER SHARE Basic net loss per ordinary share is computed by dividing net loss for each reporting period by the weighted-average number of ordinary shares outstanding during each period. Diluted net loss per ordinary share is computed by dividing net loss for each reporting period by the weighted average number of ordinary shares outstanding during the period, plus dilutive potential ordinary shares considered outstanding during the period, in accordance with ASC No. 260-10 “Earnings Per Share”. The Company experienced a loss in the year ended July 31, 2024 and 2023; hence all potentially dilutive ordinary shares were excluded due to their anti-dilutive effect. SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE 2024 2023 Year ended July 31, 2024 2023 Numerator: Net loss available to shareholders of ordinary shares ( 4,931,548 ) ( 20,302,394 ) Denominator: Shares used in computing net loss per ordinary shares, basic and diluted 16,454,932 15,619,676 NOTE 15: SUBSEQUENT EVENTS a. On August 7, 2024, the Company and BC Therapeutics amended the SPA, pursuant to which the Company could exercise the Second BC Therapeutics Option in traches of at least 20,000 shares of BC Therapeutics at $ 1.25 per BC Therapeutics Share. On August 7, 2024 and on September 23, 2024, the Company transferred $ 25,000 on each date and received a total of 40,000 shares. As of the date of this report the Company holds 460,000 shares in BC Therapeutics representing 56.1 % of the total issued and outstanding shares of BC Therapeutics. b. On August 7, 2024, 100,000 of the prefunded warrants issued in the May 2024 Offering were exercised into 100,000 common shares of the Company. c. On September 12, 2024, the Company closed a registered direct offering for the purchase and sale of 12,325,000 common shares of the Company for aggregate gross proceeds of approximately $ 8.5 million before deducting placement agent fees and other offering expenses (the “September 2024 Offering”). In addition, the Company issued 616,250 placement agent warrants. The placement agent warrants have a term of five years commencing September 11, 2024, are exercisable commencing March 11, 2025, and have an exercise price of $ 0.8625 per common share. d. On October 2, 2024, the Company closed a registered direct offering for the purchase and sale of 5,128,500 common shares of the Company and warrants to purchase up to an aggregate of 5,128,000 common shares of the Company for aggregate gross proceeds of approximately $ 5.0 million before deducting placement agent fees and other offering expenses (the “October 2024 Offering”). Each common share was sold together with one warrant to purchase one common share at a combined purchase price of $ 0.975 . The warrants have an exercise price of $ 0.85 per share, and are immediately exercisable for a period of five years from grant date (“October 2024 Warramts”). In addition, the Company issued 256,425 placement agent warrants. The placement agent warrants are immediately exercisable for a period of five years from grant date at an exercise price of $ 1.21875 . e. As of the date of this report, 345,000 October 2024 warrants were exercised for gross proceeds of $ 293,250 . F- 21