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Item 1. Financial Statements

2024-12-16 compared with 2024-06-14 · 420 added, 418 removed, 199 unchanged (81% of the section changed)

1 unchanged sentence

THERAPEUTICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

April 30, 2024

July 31, 2023

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS:

Cash and cash equivalents

Amounts receivable

Cash and cash

Amounts receivable and

prepaid expenses

Total current assets

current assets

NON-CURRENT ASSETS:

Equity investment in BC Therapeutics

Equity Investment in BC

Intangible assets, net

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Property and equipment,

term prepaid expenses

non-current assets

LIABILITIES AND SHAREHOLDERS’

CURRENT LIABILITIES:

Trade payables

Accrued expenses and other payables

Total current liabilities

expenses and other payables

current liabilities

NON-CURRENT LIABILITIES:

Warrant liability

Total non-current liabilities

SHAREHOLDERS’ DEFICIT:

non-current liabilities

SHAREHOLDERS’ EQUITY

Share capital of no par value - Authorized:

unlimited at April 30, 2024 and July 31, 2023, Issued and outstanding:

15,981,726 shares April 30, 2024 and July 31, 2023, respectively

Share-based payment reserve

unlimited at October 31,

2024 and July 31, 2024, Issued and outstanding:

36,183,161 shares October 31, 2024 and 18,284,661 July 31, 2024, respectively

Share-based payment reserved

Warrant reserve

Accumulated other comprehensive loss

3 unchanged sentences

( 85,443,697 )

Total shareholders’ deficit

( 6,232,998 )

shareholders’ equity (deficit)

( 2,684,932 )

Total liabilities and shareholders’ deficit

liabilities and shareholders’ equity

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED APRIL 30,

Three months ended

Nine months ended

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Operating expenses:

Research and development expenses

General and administrative expenses

development expenses

and administrative expenses

Total operating expenses

2 unchanged sentences

( 8,503,028 )

( 27,562,122 )

( 15,566,503 )

Financial income (expenses), net

( 2,317,236 )

Share of loss on equity investment

Net income (loss) for the period

$ ( 4,895,436 )

$ ( 3,682,796 )

( 17,883,739 )

Net loss attributable to non-controlling interest

Net income (loss) for the period attributable to BriaCell

( 4,895,436 )

Financial income, net

Change in fair value of

the warrant liability

of loss on equity investment

Net income (loss) for the

$ ( 5,829,276 )

loss attributable to non-controlling interest

income (loss) for the period attributable to BriaCell

( 5,802,175 )

Net income (loss) per share attributable to BriaCell –

basic and diluted

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

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

income (loss) per share attributable to BriaCell – basic

income (loss) per share attributable to BriaCell – diluted

Weighted average number of shares used in computing

net basic earnings per share of common stock

Weighted average number

of shares used in computing net diluted earnings per share of common stock

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE AND NINE MONTHS ENDED APRIL 30, 2024

Share capital

other comprehensive

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED OCTOBER 31, 2024

comprehensive

shareholders’

Balance, January 31, 2024

$ ( 138,684 )

$ ( 85,945,291 )

$ ( 244,418 )

$ ( 8,317,455 )

Issuance of options

Income (loss) for the period

Balance, April 30, 2024

$ ( 138,684 )

$ ( 84,229,532

$ ( 267,935 )

$ ( 6,232,998 )

Share capital

Accumulated other comprehensive

Total shareholders’

Balance, July 31, 2023

2 unchanged sentences

$ ( 80,652,231 )

Instruments issued to minority shareholders at the Arrangement Date

Issuance of options

Loss for the period

$ ( 3,777,181 )

Balance, April 30, 2024

$ 69,591,784 -

2 unchanged sentences

$ ( 3,777,181 )

Share capital

Accumulated other comprehensive

shareholders’

Balance, January 31, 2023

$ ( 138,684 )

$ ( 73,338,140 )

$ ( 1,280,586 )

Exercise of public offering warrants

Instruments issued to minority shareholders

at the Arrangement Date

Issuance of options

Net loss for the period

Income (loss) for the

Balance, October 31, 2023

$ 69,591,784 -

$ ( 138,684 )

Balance, April 30, 2023

$ ( 74,650,688 )

1 unchanged sentence

$ ( 138,684 )

Share capital

Accumulated other comprehensive

shareholders’ equity

$ ( 74,650,688 )

comprehensive

shareholders’

Balance, July 31, 2024

3 unchanged sentences

$ ( 2,684,932 )

Exercise of public offering warrants

Issuance of Options

Exercise of prefunded warrants

Exercise of broker warrants

Issuance of units

Net loss for the period

1 unchanged sentence

( 5,829,276 )

Income (loss) for the period

( 17,883,739 )

Balance, April 30, 2023

$ ( 138,684 )

$ ( 78,233,576 )

$ ( 5,892,342 )

Balance, October 31,

$ ( 138,684 )

1 unchanged sentence

$ ( 329,623 )

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

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2024

Nine months ended April 30,

Cash flow from operating activities

Net loss for the period

$ ( 3,682,796 )

CONSOLIDATED STATEMENT OF CASH FLOWS

Cash flow from operating

Net income (loss) for the period

$ ( 5,829,276 )

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

Depreciation and amortization

Adjustments to reconcile net loss to net cash

used in operating activities:

Share-based compensation

Share of loss on equity investment

Change in fair value of warrants

Equity losses

Change in fair value of

( 14,282,078 )

Changes in assets and liabilities:

Increase in amounts receivable

Decrease (increase) in prepaid expenses

Increase in trade payable

Decrease in accrued expenses and other payables

Total cash flow from operating activities

Decrease (increase) in amounts receivable

(Increase) decrease in prepaid expenses

accounts payable

( 2,936,813 )

Increase (decrease)

in accrued expenses and other payables

Total cash flow from operating

( 6,955,076 )

Cash flows from investing activities

Equity Investment in BC Therapeutics ( * )

Total cash flow from investing activities

Cash flows from financing activities

Share and warrant buyback program

Proceeds from exercise of warrants

Total cash flow from financing activities

Decrease in cash and cash equivalents

( 7,605,245 )

Cash flows from Investing

Equity investment in BC

cash flow from investing activities

Cash flows from financing

Proceeds from exercise of warrants

from the issuance of shares, net of issuance costs

cash flow from financing activities

Increase (decrease) in cash and cash

( 7,605,245 )

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

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.

Cash and cash equivalents

at beginning of the period

Cash and cash equivalents

at end of the period

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

4 unchanged sentences

Therapeutics Corp.

(“BriaCell” or the “Company”) was incorporated

under the Business Corporations Act (British Columbia) on July 26, 2006 and is listed on

the Toronto Stock Exchange (“TSX”) under the symbol “BCT” and on

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

BriaCell is an immuno-oncology biotechnology

(“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”.

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

is an immuno-oncology biotechnology company.

The Company is currently advancing its Bria-IMT targeted immunotherapy program against

end-stage breast cancer to Phase 3 study which has been approved by the FDA.

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

Bria-OTS™, and a soluble CD80 protein therapeutic which acts both as a stimulator of

the immune system as well as an immune checkpoint inhibitor.

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.

of presentation of the financial statements:

6 unchanged sentences

or omitted pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the

information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion

of management, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting of a normal

recurring nature which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report

for the year ended July 31, 2023, filed with the SEC on October 25, 2023.

The interim period results do not necessarily indicate the

results that may be expected for any other interim period or for the full fiscal year.

Company continues to devote substantially all of its efforts toward research and development

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 April 30, 2024 was $ 84,229,532 and negative cash flows from operating activities

during the nine-month period ended April 30, 2024 was $ 20,090,398 .

The Company is planning

to finance its operations from its existing and future working capital resources and to continue

to evaluate additional sources of capital and financing.

The Company’s ability to continue

as a going concern is dependent upon its ability to attain future profitable operations and

to obtain the necessary financing to meet its obligations arising from normal business operations

when they come due.

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

capital casts significant doubt on the Company’s ability to continue as a going concern.

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

classification of assets and liabilities that might be necessary should the Company not be

able to continue as a going concern.

See note 9 for details of a $ 5.0 million offering that

was completed on May 17, 2024.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

GENERAL AND GOING CONCERN (Cont.)

Accordingly, they do not include all

the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting

of a normal recurring nature which are necessary for a fair presentation of the financial position, operating results, and cash flows

for the periods presented.

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual

Report for the year ended July 31, 2024, filed with the SEC on October 28, 2024.

The interim period results do not necessarily indicate

the results that may be expected for any other interim period or for the full fiscal year.

Going concern

continues to devote substantially all of its efforts toward research and development activities.

In the course of such activities,

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

The Company’s

accumulated deficit as of October 31, 2024 was $ 91,245,872

and negative cash flows from operating activities during the three-month period ended October 31, 2024 was $ 6,955,076 .

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 5(b) for details of an $ 8.5

million gross and $ 5.0

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

Company has two wholly-owned U.S.

1 unchanged sentence

(i) BriaCell Therapeutics Corp.

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.

(“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.

Company also has one Canadian subsidiary:

BriaPro Therapeutics Corp, (“BriaPro”)

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

As of July 31, 2023, BriaPro was a wholly-owned subsidiary and one U.S subsidiary, as of

February 1, 2024, BC Therapeutics Inc, which was incorporated in September 12, 2022, under

the laws of the state of Delaware (see note 3)

August 31, 2023, the Company closed a plan of arrangement spinout transaction (the “Arrangement”)

pursuant to which certain pipeline assets of the Company, including Bria-TILsRx™ and

protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer

(the “BriaPro Assets”), were spun-out to BriaPro Therapeutics Corp.

resulting in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell

The Company also has one Canadian subsidiary:

BriaPro Therapeutics Corp, (“BriaPro”) which was incorporated on May 15, 2023, under the Business Corporations Act (British

See also note 1f.

(Sapientia and BTC and BriaPro together, the “Subsidiaries”).

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”).

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.

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.

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.

to the Arrangement, each BriaCell warrant shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise

thereof, one BriaCell Share and one BriaPro Share for the original exercise price.

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”).

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,

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.

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

under the BriaPro incentive plan.

Services Agreement

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 .

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.

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.

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.

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.

since the assets were transferred to an entity under the Company’s control, the assets is being recorded on the Company’s

basis (carry value) and not at fair market value.

Therapeutics Corp

3 unchanged sentences

Use of estimates :

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.

Equity method investments :

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

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

and comprehensive loss.

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

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

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

condensed consolidated financial statements and accompanying notes.

The Company’s management believes that the estimates,

judgment and assumptions used are reasonable based upon information available at the time they are made.

These estimates, judgments

and assumptions can affect the reported amounts of assets and liabilities at the dates of the condensed consolidated financial

statements, and the reported amount of expenses during the reporting periods.

Actual results could differ from those

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.

has a 54.6 % 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.

Recently issued and adopted accounting standards :

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.

an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS

Act”) allows the Company to delay adoption of new or revised accounting pronouncements

applicable to public companies until such pronouncements are made applicable to private companies.

The Company has elected to use this extended transition period under the JOBS Act.

The adoption dates discussed below

reflects this election.

The pronouncements below relate to standards that impact the Company.

dates discussed below reflect this election.

The pronouncements below relate to standards

that impact the Company.

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 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

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.

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

This ASU should be applied on a prospective basis, although retrospective application is permitted.

1 unchanged sentence

evaluating the impact of this standard on its financial statements and disclosures.

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

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.

Therapeutics Corp

1 unchanged sentence

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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

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

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:

or Loss Applicable to Common Stock (SEC Update).

The adoption of this standard did not result

in amended disclosures in the Company’s Condensed Consolidated Financial Statements,

nor did this standard have a material impact the Company’s results of operations.

INVESTMENT IN BC THERAPEUTICS INC.

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

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

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

per BC Therapeutics share for a 37.5 %

interest in the Investee.

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:

On December 21, 2021, the Company and BC Therapeutics,

(“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 expired on February 15, 2024 (“First BC Therapeutics Option”) and the second option expired 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:

$ 1.25 , Exercise price:

1 unchanged sentence

0 %, Risk free interest rate:

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

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.

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:

4.902 %, Volatility:

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.

The Company initially acquired a

significant interest in BC Therapeutics on February 1, 2024, by exercising the First BC Therapeutics Option, increasing its

ownership to 51.2 %.

On August 7, 2024, following the expiration of the original Second BC Therapeutics Option, the Company and BC Therapeutics amended

the SPA to introduce new options, allowing the exercise in tranches of at least 20,000 shares at $ 1.25 per share.

During the quarter

ended October 31, 2024, the Company exercised this option in three tranches, totaling $ 75,000

As of October 31, 2024, the Company holds 480,000

shares in BC Therapeutics, representing 54.6 %

of the total issued and outstanding shares.

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.

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

OF CHANGES IN INVESTMENT

Balance – August 1, 2023

Funding (including the value of the BC Therapeutics Options)

Funding (including

the value of the BC Therapeutics Options)

Share of losses

Legal and Professional Services

Dues & Subscriptions

Office Expenses

Balance – April 30, 2024

Balance – July 31,

Share of losses

Balance – October

following amounts represent the Company’s 54.6 % share of the assets of BC Therapeutics:

OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

April 30, 2024

Current assets:

CONTINGENT LIABILITIES AND COMMITMENTS

detailed in note 1(f), upon the exercise of BriaCell Warrants, BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount

of up to $ 241,164 .

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

approximately $ 36,000 per month.

Therapeutics Corp

1 unchanged sentence

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

CONTINGENT LIABILITIES AND COMMITMENTS

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(f)).

As of October 31, 2024, this amount totaled up to $ 241,164 and is eliminated on consolidation.

Company was previously in a 12 -month commitment for office and lab space in Philadelphia, PA, costing approximately $ 38,110 per month.

The lease expired on August 31, 2024 , and as of October 2024, the Company continues to occupy the space on a month-to-month basis

under the same terms.

FAIR VALUE MEASUREMENTS

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

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

31, 2024 and July 31, 2024:

OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurements at

April 30, 2024

July 31, 2023

Value Measurements at

Financial Assets:

Cash and cash equivalents

Total assets measured at fair value

Cash and cash

Total assets measured

at fair value

Financial liabilities:

Warrants liability

Total liabilities measured at fair value

Company classifies its cash and cash equivalents and the liability in respect of publicly traded warrants within Level 1 because we use

quoted market prices in active markets.

Total liabilities measured

at fair value

classify our cash and cash equivalents and the liability in respect of publicly traded warrants within Level 1 because we use quoted

market prices in active markets.

fair value of the warrant liability for non-public warrants is measured using inputs other than quoted prices included in Level 1 that

are observable for the liability either directly or indirectly, and thus are classified as Level 2 financial instruments.

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SHAREHOLDERS’ EQUITY

2 unchanged sentences

Issued share capital

shares were issued during the nine-month period ended April 30, 2024.

Share Purchase Warrants

SUMMARY OF CHANGES IN WARRANTS

were no changes in share purchase warrants for the nine-month period ended April 30, 2024

as presented below:

average exercise

Balance, July 31, 2023 and April 30, 2024

OF WARRANTS OUTSTANDING

of April 30, 2024, warrants outstanding were as follows:

Exercisable At

Company issued the following shares during the three-month period ended October 31, 2024:

September 12, 2024, the Company completed a registered direct offering for the purchase and sale of 12,325,000 common shares of the

Company at an offering price of $ 0.69 per share, for aggregate gross proceeds of approximately $ 8.5 million before deducting placement

agent fees and other offering expenses (the “September 2024 Offering”).

connection with the September 2024 Offering, the Company issued 616,250

placement agent warrants with an exercise price of $ 0.8625

These placement agent warrants are exercisable beginning

on March 11, 2025, and expire five

years from the date of issuance.

The fair value of the broker warrants

was determined to be $247,800 using the Black-Scholes option pricing model, with the following assumptions:

share price - $ 0.63 ;

exercise price - $ 0.8625 ;

April 30, 2024

expected life – 5

annualized volatility - 109 %;

dividend yield - 0 %;

risk-free rate – 3.469 %,

non-marketability discount – 16.38 %.

amount was credited to the warrant reserve at the date of the September 2024 Offering.

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 5,128,500 common shares of the Company for aggregate gross proceeds of $ 5 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, are immediately exercisable, and expire five years from the date of issuance (“October 2024 Warrants”).

In connection with the October 2024 Offering, the Company issued 256,425 placement agent warrants.

The placement agent warrants are immediately

exercisable at an exercise price of $ 1.21875 per share and expire five years from the date of issuance.

fair value of the 5,128,500 October 2024 Warrants was determined to be $ 2,211,266 using the Black-Scholes option pricing model, with

the following assumptions:

share price - $ 0.54 ;

exercise price - $ 0.85 ;

expected life – 5 years;

annualized volatility - 121 %;

dividend yield - 0 %;

risk-free rate – 3.553 %.

fair value of the 256,425 placement agent warrants was determined to be $ 204,128 using the Black-Scholes option pricing model, with the

following assumptions:

share price - $ 1.01 ;

exercise price - $ 1.22 ;

expected life – 5 years;

annualized volatility - 112 %;

risk-free rate – 3.561 %.

amounts were credited to the warrant reserve at the date of the October 2024 Offering.

October 2024, 345,000 October 2024 Warrants with an exercise price of $ 0.85 were exercised for gross proceeds of $ 293,250 .

issued 345,000 common shares in respect of the exercise of these warrants.

Share Purchase Warrants

summary of changes in share purchase warrants for the three-month period ending October 31, 2024 is presented below:

OF CHANGES IN WARRANTS

of options outstanding

average exercise price (*)

July 31, 2024

in the October 2024 Offering

October 31, 2024

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

SCHEDULE OF WARRANTS OUTSTANDING

November 16, 2025

1 unchanged sentence

December 7, 2026

(*) See note 4(a).

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SHAREHOLDERS’ EQUITY (Cont.)

November 17, 2029

October 2, 2029

(*) Exercisable from

November 17, 2024.

Compensation Warrants

were no changes to compensation warrants for the nine-month period ended April 30, 2024.

of April 30, 2024, compensation warrants outstanding were as follows:

summary of changes in compensation warrants for the three-month period ended October 31,

2024 is presented below:

OF CHANGES IN WARRANTS

July 31, 2024

Granted in the September

2024 Offering

in the October 2024 Offering

October 31, 2024

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

SCHEDULE OF WARRANTS OUTSTANDING

Exercisable At

Exercise Price(*)

April 30, 2024

November 16, 2025

February 26, 2026

See note 4(a).

Warrant liability continuity

following table presents the summary of the changes in the fair value of the warrants:

OF CHANGE IN FAIR VALUE OF WARRANTS

Warrants liability

Balance as of August 1, 2023

Fair value of BriaPro Warrant Shares at Effective Date

Change in fair value during the period

$ ( 23,660,003 )

Balance as of April 30, 2024

key inputs used in the valuation of the non-public warrants as of April 30, 2024 and at July 31, 2023 were as follows:

March 13, 2030

October 2, 2029

(*) Exercisable from

November 17, 2024.

(**) Exercisable from

March 11, 2025.

Therapeutics Corp

2 unchanged sentences

SHAREHOLDERS’ EQUITY (Cont.)

OF VALUATION OF WARRANTS

Warrant liability continuity

following table presents the summary of the changes in the fair value of the warrants:

OF CHANGE IN FAIR VALUE OF WARRANTS

Balance as of August 1, 2024

Change in fair value

during the period

Balance as of October

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

OF VALUATION OF NON-PUBLIC WARRANTS

Exercise price

$ 5.31 - 6.19

Expected life (years)

2 unchanged sentences

4.19 - 4.29 %

key inputs used in the valuation of the of the BriaPro Warrant Shares as of April 30, 2024 were as follows:

OF VALUATION OF WARRANTS

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

OF BRIA PRO WARRANTS

(Effective Date)

5 unchanged sentences

Risk free rate

4.23 - 4.34 %

SHARE-BASED COMPENSATION

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

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

and deferred share units (collectively, the “Awards”) for the benefit of any

employee, officer, director, or consultant of the Company or any subsidiary of the Company.

The maximum number of shares available for issuance under the Omnibus Plan shall not exceed

15 % of the issued and outstanding Shares, from time to time, less the number of Shares reserved

for issuance under all other security-based compensation arrangements of the Company, including

the existing Stock Option Plan.

On February 9, 2023, the Omnibus Plan was approved by the

shareholders.

following table summarizes the number of options granted to directors, officers, employees,

and consultants under the option plan for nine-month period ended April 30, 2024 and related

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.

following table summarizes the number of options granted to directors, officers, employees and consultants under the option plan

for three-month period ended October 31, 2024 and related information:

OF NUMBER OF OPTIONS GRANTED

exercise price

contractual term

intrinsic value

Balance as of July 31, 2024

Balance as of April 30, 2024

Exercisable as of April 30, 2024

of April 30, 2024 there are $ 1,164,462 of total unrecognized costs related to share-based compensation that is expected to be recognized

over a period of up to 1 year.

Balance as of October 31, 2024

Exercisable as of October 31, 2024

of October 31, 2024, there are $ 519,598 of total unrecognized costs related to share-based compensation that is expected to be recognized

over a period of up to 6 months.

Therapeutics Corp

2 unchanged sentences

SHARE-BASED COMPENSATION (Cont.)

following table summarizes information about the Company’s outstanding and exercisable

options granted to employees as of April 30, 2024.

SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS

outstanding as

exercisable as

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

OF OUTSTANDING AND EXERCISABLE OPTIONS

June 20, 2028

7 unchanged sentences

March 29, 2026

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

April 30, 2024:

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

SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS

Options outstanding as of

exercisable as of

April 30, 2024

as of October 31, 2024

of October 31, 2024

June 20, 2028

8 unchanged sentences

Share Unit Plan

following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of April 30, 2024:

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

OF RESTRICTED STOCK UNITS GRANTED

intrinsic value

Balance, July 31, 2023

Balance, April 30, 2024

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SHARE-BASED COMPENSATION (Cont.)

The total share-based compensation expense related to all of

the Company’s equity-based awards, recognized for the three and nine-month period ended

30, 2024 and 2023 is comprised as follows:

July 31, 2024

October 31, 2024

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

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

OF SHARE-BASED COMPENSATION EXPENSES

Three months ended April 30,

Nine months ended April 30,

Research and development expenses

General and administrative expenses

General and administrative

Total share-based compensation

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

BASIC AND DILUTED NET LOSS PER SHARE

6 unchanged sentences

The company reported

a loss for the three and nine month period ending April 30, 2023 and for the nine months ended April 30, 2024, leading to the exclusion

of potentially dilutive ordinary shares.

Conversely, for the three-month period ended April 30, 2024, the Company reported a gain.

However, due to the specific

characteristics and terms of the outstanding warrants and options, they were not considered dilutive for this period and, therefore, no

adjustment was made to include them in the calculation of diluted net income per ordinary share.

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE

Three months ended

Nine months ended

Net income (loss)

$ ( 4,895,436 )

a loss for the three-month period ending October 31, 2023, leading to the exclusion of potentially dilutive ordinary shares.

a gain was recorded for the three-month period ending October 31, 2024, resulting in the inclusion of all potentially dilutive ordinary

OF BASIC AND DILUTED NET LOSS PER SHARE

$ ( 5,802,175 )

Shares used in computation

of basic earnings per share

Net income (loss) attributable

to common stock, basic

$ ( 5,802,175 )

Shares used in computation of basic earnings per share

Net income (loss) attributable to common stock, basic

Change in fair value of warrant liability

( 14,282,078 )

Net (loss) attributable to common stock, diluted

$ ( 5,802,175 )

$ ( 8,280,535 )

Net (loss) attributable to common stock, diluted

Shares used in computing net EPS of common stock, basic

Shares used in computing

net EPS of common stock, basic

Stock Options

Shares used in computation of diluted earnings per share

Shares used in computation of diluted earnings

FINANCIAL INCOME (EXPENSES), NET

OF FINANCIAL INCOME (EXPENSES), NET

Three months ended April 30,

Nine months ended April 30,

Interest income

Change in fair value of warrant liability

( 2,972,285 )

Foreign exchange gain (loss)

Financial income (expenses), net

$ ( 2,317,236 )

SUBSEQUENT EVENT

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

through June 14, 2024, the date that the condensed consolidated financial statements were available for issuance.

The Company is not

aware of any subsequent events which would require recognition or disclosure in the consolidated financial statements, except as follows:

May 17, 2024, the Company closed a registered direct offering with healthcare-focused institutional investors and a certain existing

investor and a director of the Company for the purchase and sale of 2,402,935 common shares of the Company (or pre-funded warrants in

lieu thereof) and warrants to purchase up to an aggregate of 2,402,935 common shares of the Company for aggregate gross proceeds of approximately

$ 5.0 million before deducting placement agent fees and other offering expenses (the “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 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.

Foreign exchange loss

Financial income, net

SUBSEQUENT EVENTS

Between December 3, 2024 and December 10, 2024, a 620,900 October 2024

Warrants were exercised into 620,900 common shares of the Company, generating gross proceeds of $ 527,765 .

On December 13, 2024, the Company closed a public offering for the purchase

and sale of 7,400,000 common shares of the Company and warrants to purchase up to an aggregate of 7,400,000 common shares of the Company

for aggregate gross proceeds of approximately $ 5.55 million before deducting underwriting discounts, commissions, and other offering expenses

(the “December 2024 Offering”).

Each common share was sold together with one warrant to purchase one common share at a combined

purchase price of $ 0.75 .

The warrants have an exercise price of $ 0.9375 per share, and are immediately exercisable for a period of five years from the closing date.

In addition, the Company issued 370,000 agent warrants.

The agent warrants are immediately exercisable for

a period of five years from the closing date at an exercise price of $ 0.9375 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements