What changed in this filing

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Item 1. Financial Statements

2025-03-12 compared with 2024-12-16 · 531 added, 385 removed, 234 unchanged (80% of the section changed)

1 unchanged sentence

THERAPEUTICS CORP.

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS:

Cash and cash

Amounts receivable and

prepaid expenses

CONDENSED CONSOLIDATED BALANCE SHEETS

January 31, 2025

July 31, 2024

CURRENT ASSETS:

Cash and cash equivalents

Amounts receivable and prepaid expenses

Total current assets

NON-CURRENT ASSETS:

Equity Investment in BC

Equity investment in BC Therapeutics

Intangible assets, net

Property and equipment,

term prepaid expenses

non-current assets

LIABILITIES AND SHAREHOLDERS’

Property and equipment, net

Long term prepaid expenses

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Trade payables

expenses and other payables

current liabilities

NON-CURRENT LIABILITIES:

Accrued expenses and other payables

Total current liabilities

NON-CURRENT LIABILITIES:

SHAREHOLDERS’ EQUITY

Share capital of no par value - Authorized:

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 liability

Total non-current liabilities

SHAREHOLDERS’ EQUITY (DEFICIT) (1) :

Share Capital of no

par value - Authorized:

unlimited at January 31, 2025 and July 31, 2024, Issued and outstanding:

shares January 31, 2025 and 1,218,984

July 31, 2024, respectively (1)

Share-based payment reserve (1)

Warrant Reserve (1)

4 unchanged sentences

( 85,443,697 )

shareholders’ equity (deficit)

Total shareholders’ equity (deficit) (1)

( 2,684,932 )

liabilities and shareholders’ equity

Total liabilities and shareholders’ equity (deficit)

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2025

Three months ended

Six months ended

Operating Expenses:

development expenses

and administrative expenses

Research, development, and clinical trial expenses

General and administrative expenses

Total operating expenses

2 unchanged sentences

( 9,829,446 )

Financial income, net

Change in fair value of

the warrant liability

of loss on equity investment

Net income (loss) for the

( 12,322,275 )

loss attributable to non-controlling interest

income (loss) for the period attributable to BriaCell

( 18,332,474 )

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

Financial expenses, net

Change in fair value of the warrant liability

( 1,567,747 )

Share of loss on equity investment

Net loss for the period

$ ( 6,337,828 )

$ ( 11,333,910 )

$ ( 12,167,104 )

( 5,375,038 )

Net loss attributable to non-controlling interest

Net loss and Comprehensive loss for the period attributable to BriaCell

( 6,291,420 )

( 11,294,603 )

( 12,093,595 )

( 5,293,060 )

Net loss per share attributable to BriaCell – basic and diluted

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

of common stock (1)

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

of common stock (1)

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED OCTOBER 31, 2024

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE AND SIX MONTHS ENDED JANUARY 31, 2025

Share capital

Accumulated other

comprehensive

shareholders’

Balance, July 31, 2023

Balance, October 31, 2024

$ ( 138,684 )

1 unchanged sentence

$ ( 329,623 )

Issuance of Options

Exercise of warrants

Issuance of units

Net loss for the period

( 6,291,420 )

( 6,337,828 )

Balance, January 31, 2025

$ ( 138,684 )

1 unchanged sentence

$ ( 376,031 )

Instruments issued to minority shareholders

at the Arrangement Date

Share capital

Accumulated other

comprehensive

shareholders’

Balance, July 31, 2024

$ ( 138,684 )

$ ( 85,443,697 )

$ ( 302,522 )

$ ( 2,684,932 )

Issuance of Options

Income (loss) for the

Exercise of prefunded warrants

Exercise of broker warrants

Issuance of units

Net loss for the period

( 12,093,595 )

( 12,167,104 )

Balance, January 31, 2025

$ ( 138,684 )

$ ( 97,537,292 )

$ ( 376,031 )

Share capital (1)

Accumulated other

comprehensive

shareholders’ equity

Balance, October 31, 2023

2 unchanged sentences

$ ( 205,111 )

Issuance of options

Loss for the period

( 11,294,603 )

( 11,333,910 )

Balance, January 31, 2024

$ ( 138,684 )

$ ( 85,945,291 )

$ ( 244,418 )

$ ( 8,317,455 )

Share capital (1)

Accumulated other

comprehensive

5 unchanged sentences

$ ( 138,684 )

$ ( 80,652,231 )

$ ( 3,777,181 )

Instruments issued to minority shareholders at the Arrangement Date

Issuance of options

Exercise of prefunded warrants

Exercise of broker warrants

Issuance of units

Loss for the period

( 5,293,060 )

( 5,375,038 )

Net loss for the period

1 unchanged sentence

( 5,375,038 )

Balance, October 31,

Balance, January 31, 2024

$ ( 138,684 )

1 unchanged sentence

$ ( 244,418 )

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

$ ( 8,317,455 )

$ ( 138,684 )

$ ( 85,945,291 )

$ ( 244,418 )

$ ( 8,317,455 )

January 3, 2025, the Company’s board of directors approved a 1-for-15

reverse stock split , which became effective on January 24, 2025.

The Company’s common shares began trading on a

post-split basis on January 29, 2025, under the existing ticker symbols “BCTX” (Nasdaq) and “BCT” (TSX).

reverse stock split did not change the total authorized share capital of the Company or the par value of its common shares

(“Reverse Stock-Split”).

Outstanding stock options, warrants, and other equity-based instruments were adjusted proportionally, with the number

of shares issuable reduced and the exercise price per share increased by a factor of 15.

Any fractional shares resulting from the split

were rounded down to the nearest whole share.

As a result of the reverse stock split, the number of common shares outstanding

as of January 24, 2025, was 2,946,940 .

share and per-share amounts presented in these condensed consolidated financial statements and accompanying notes have been retroactively

adjusted to reflect the reverse stock split for all periods presented, in accordance with ASC 260.

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

Cash flow from operating

Net income (loss) for the period

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2025

Six months ended January 31,

Cash flow from operating activities

Net loss for the period

$ ( 12,167,104 )

Adjustments to reconcile net loss to net cash

used in operating activities:

$ ( 5,375,038 )

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

Depreciation and amortization

Share-based compensation

Equity losses

Change in fair value of

Share of loss on equity investment

Change in fair value of warrants

( 12,714,331 )

1 unchanged sentence

Decrease (increase) in amounts receivable

(Increase) decrease in prepaid expenses

accounts payable

Decrease in prepaid expenses

(Decrease) increase in trade payable

( 2,167,542 )

Increase (decrease)

in accrued expenses and other payables

Total cash flow from operating

Increase (decrease) in accrued expenses and other payables

Total cash flow from operating activities

( 12,875,298 )

( 15,006,564 )

Cash flows from Investing

Equity investment in BC

cash flow from investing activities

Cash flows from financing

Cash flows from investing activities

Equity Investment in BC Therapeutics

Total cash flow from investing activities

Cash flows from financing activities

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

Proceeds from the issuance of shares, net of issuance costs

Total cash flow from financing activities

Decrease in cash and cash equivalents

( 15,006,564 )

Cash and cash equivalents

at beginning of the period

Cash and cash equivalents

at end of the period

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.

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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.

Therapeutics Corp.

(the “Company”), is a clinical-stage biotechnology company that is developing novel immunotherapies to

transform cancer care.

Immunotherapies have come to the forefront in the fight against cancer as they harness the body’s own immune

system to recognize and destroy cancer cells.

The Company is currently advancing its Bria-IMT™ targeted immunotherapy in combination

with an immune check point inhibitor (Retifanlimab, manufactured and supplied by Incyte) in a pivotal 1 Phase 3

study in metastatic breast cancer.

The pivotal Phase 3 study of Bria-IMT™ is currently under Fast Track Designation by the U.S.

FDA intended to accelerate the review process of novel treatments that address unmet medical needs.

Positive completion of the pivotal

Phase 3 study, following review by FDA, could lead to full approval of the Bria-IMT™ plus an immune checkpoint inhibitor in metastatic

breast cancer.

Additionally,

BriaCell is conducting a Phase 1/2 study (ClinicalTrials.gov identifier:

NCT06471673 ) to evaluate the safety and efficacy

of Bria-OTS™, BriaCell’s personalized next generation immunotherapy.

The study will investigate Bria-OTS™ alone and

in combination with immune check point inhibitor tislelizumab ® (manufactured and supplied by BeiGene,

Ltd.) for the treatment of metastatic breast cancer.

Bria-OTS™/Bria-OTS+™ (enhanced version) provides a platform

technology to develop personalized off-the-shelf immunotherapies for numerous types of cancer, and a soluble cluster of differentiation

80 (“soluble CD80” protein therapeutic which acts both as a stimulator of the immune system as well as an immune checkpoint

of presentation of the financial statements:

11 unchanged sentences

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 .

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.

January 3, 2025, the Company’s board of directors approved a 1-for-15 reverse stock split , which became effective

on January 24, 2025.

The Company’s common shares began trading on a post-split basis on January 29, 2025, under the existing

ticker symbols “BCTX” (Nasdaq) and “BCT” (TSX).

The reverse stock split did not change the total authorized

share capital of the Company or the par value of its common shares.

Outstanding stock options, warrants, and other equity-based instruments

were adjusted proportionally, with the number of shares issuable reduced and the exercise price per share increased by a factor of 15.

Any fractional shares resulting from the split were rounded down to the nearest whole share.

share and per-share amounts presented in these unaudited condensed consolidated financial statements and accompanying notes have

been retroactively adjusted to reflect the reverse stock split for all periods presented, in accordance with ASC

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

In the course of such

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

Company’s accumulated deficit as of January 31, 2025 was $ 97,537,292 and

negative cash flows from operating activities during the six-month period ended January 31, 2025 was $ 12,875,298 .

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

5 unchanged sentences

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.

These unaudited condensed 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 offering completed in September 2024, a $ 5.0 million

gross offering completed in October 2024, a $ 5.55 million

gross offering completed in December 2024 and in February 2025, the Company closed a public offering for the purchase and sale of 762,500 common

shares of the Company for aggregate gross proceeds of approximately $ 3.05 million

before deducting placement agent fees and other offering expenses – see note 9a.

Company has two wholly-owned U.S.

9 unchanged sentences

(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”).

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.

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 received one (1) common share of BriaPro (“BriaPro Share”), and one (1) new common share of

BriaCell (retiring their old share) having the same terms and characteristics as the existing BriaCell common shares.

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 Shares issued and outstanding.

The Company now beneficially owns

or controls approximately 31,963,452 BriaPro Shares, representing 2/3rd of the issued and outstanding BriaPro Shares).

addition, pursuant to the Arrangement, each BriaCell warrant in issuance at the time of the Arrangement (“Briacell Legacy

Warrant”) shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof, one BriaCell

Share (and post Reverse Stock-Split – 15 Briacell Shares) and one BriaPro Share for the original exercise price.

issued by the Company, subsequent to the Arrangement are not subject to the terms above.

the exercise of 15 BriaCell Legacy Warrants (post Reverse

Stock-Split) , 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 15 BriaCell Legacy Warrants 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”).

On a post Reverse Stock-Split basis, as of January 31, 2025, 554,553 Briacell Legacy Warrants are exercisable into

554,553 Briacell Shares and 8,168,295 BriaPro Shares.

addition, pursuant to the Arrangement, all Briacell option holders in issuance at the time of the Arrangement (“BriaCell

Legacy Options”) received the same amount of BriaPro options (“BriaPro Option”) and under the BriaPro incentive

There were 2,131,400 (pre Reverse Stock Split)

Briacell Legacy Options at the time of the Arrangement.

The exercise price of the BriaCell Legacy Options was apportioned

between the BriaCell Legacy Options and the BriaPro options, as follows:

fifteen (15) BriaPro Legacy Options (post Reverse Stock-Split) to acquire one (1) BriaPro 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

to the Arrangement, all BriaCell Restricted Shares Units (“RSU”) holders in issuance at the time of the Arrangement

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.

Therapeutics Corp

3 unchanged sentences

Use of estimates :

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

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 estimates.

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.

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.

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.

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.

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 57.4 % 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.

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

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 adoption dates discussed below

reflects this election.

The pronouncements below relate to standards that impact the Company.

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.

effective for years beginning after December 15, 2024, but early adoption is permitted.

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.

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

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.

director, officer, employee or consultant has a profit interests awards and therefore this standard has no effect on the

Company’s financial statements and

Therapeutics Corp

2 unchanged sentences

INVESTMENT IN BC THERAPEUTICS INC.

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:

December 21, 2023, 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”).

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 initially valued at $ 76,350

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

Exercise price:

1 unchanged sentence

Risk free interest rate:

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 %

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.

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 six-month period ended January 31, 2025, the Company exercised this option in six monthly tranches,

totaling $ 150,000 for 120,000 shares.

As of January 31, 2025, the Company holds 540,000 shares in BC Therapeutics, representing 57.4 %

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.

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)

Share of losses

Balance – July 31,

Share of losses

Balance – October

SCHEDULE OF CHANGES IN INVESTMENT

– August 1, 2023

(including the value of the BC Therapeutics Options)

– July 31, 2024

– January 31, 2025

following amounts represent the Company’s 57.4 % share of the assets of BC Therapeutics:

OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

SCHEDULE OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

January 31, 2025

Current assets:

CONTINGENT LIABILITIES AND COMMITMENTS

the exercise of 15 BriaCell Legacy 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 January 31, 2025, 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 January 2025, the Company continues to occupy the space on a month-to-month basis under

the same terms

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 October

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

31, 2025, and July 31, 2024:

OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Value Measurements at

SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurements at

January 31, 2025

July 31, 2024

Financial Assets:

Cash and cash

Total assets measured

at fair value

Cash and cash equivalents

Total assets measured at fair value

Financial liabilities:

Warrants liability

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.

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.

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

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

January 3, 2025, the Company’s board of directors approved a reverse stock split (the “Reverse Split”) of the Company’s

common shares on a 1-for-15 basis, which became effective on January 24, 2025 (the “Effective Date”).

The Company’s

post-split common shares began trading on The Nasdaq Capital Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”)

at market open on January 29, 2025, under the existing ticker symbols “BCTX” (Nasdaq) and “BCT” (TSX”)

with a new CUSIP number (107930208).

a result of the Reverse Split, every fifteen (15) pre-split common shares issued and outstanding were automatically combined into

one (1) new common share.

No fractional common shares were issued in connection with the Reverse Split.

Instead, any fractional common

shares resulting from the Reverse Split were deemed to have been tendered to the Company for cancellation for no consideration.

Following the Reverse Split, the number of common shares outstanding as

of the Effective Date was 2,946,940 .

Reverse Split also resulted in a proportional adjustment to the number of common shares issuable upon the exercise of the Company’s

outstanding warrants, stock options, and other convertible securities, as well as an adjustment to the exercise prices and conversion

prices, as applicable.

Reverse Split was implemented to ensure compliance with Nasdaq’s minimum bid price requirement and did not impact the par value

of the Company’s common shares or the Company’s authorized share capital.

share and per share amounts in the accompanying consolidated financial statements and related notes have been retroactively adjusted

to reflect the Reverse Split for all periods presented.

Company issued the following shares during the six-month period ended January 31, 2025:

September 12, 2024, the Company completed a registered direct offering for the purchase and sale of 821,666 common shares of the

2 unchanged sentences

connection with the September 2024 Offering, the Company issued 41,083

placement agent warrants with an exercise price of $ 0.8625

These placement agent warrants are exercisable beginning

on March 11, 2025, and expire five

placement agent warrants with an exercise

price of $ 12.94

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:

value of the broker warrants was determined to be $ 247,800

using the Black-Scholes option pricing model,

with the following assumptions:

share price - $ 9.45 ;

6 unchanged sentences

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.

October 2, 2024, the Company closed a registered direct offering for the purchase and sale

of 341,900 common shares of the Company and warrants to purchase up to an aggregate of 341,900

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 $ 14.63 .

The warrants have an exercise price of $ 12.75 per share, are immediately

exercisable, and expire five years from the date of issuance (“October 2024 Warrants”).

connection with the October 2024 Offering, the Company issued 17,095 placement agent warrants.

The placement agent warrants are immediately

exercisable at an exercise price of $ 18.28 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:

fair value of the 341,900 October 2024 Warrants was determined to be $ 2,211,266 (gross, before deducting share issuance costs) using

the Black-Scholes option pricing model, with the following assumptions:

share price - $ 8.10 ;

exercise price - $ 12.75 ;

expected life – 5 years;

expected life –

annualized volatility - 121 %;

9 unchanged sentences

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.

December 13, 2024, the Company closed a public offering for the purchase and sale of 493,333

common shares of the Company and warrants to purchase up to an aggregate of 493,333 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 $ 11.25 .

The warrants have an exercise price

of $ 14.06 per share, are immediately exercisable, and expire five years from the date of

issuance (“December 2024 Warrants”).

connection with the December 2024 Offering, the Company issued 24,666 agent warrants.

The agent warrants are immediately exercisable

at an exercise price of $ 14.06 per share and expire five years from the date of issuance.

fair value of the 493,333 December 2024 Warrants was determined to be $ 2,327,089 (gross, before deducting share issuance costs) using

the Black-Scholes option pricing model, with the following assumptions:

share price - $ 6.60 ;

exercise price - $ 14.06 ;

expected life –

annualized volatility - 111 %;

dividend yield - 0 %;

risk-free rate – 4.133 %.

fair value of the 24,666 agent warrants was determined to be $ 188,252 using the Black-Scholes option pricing model, with the following

share price - $ 9.90 ;

exercise price - $ 14.06 ;

expected life – 5 years;

annualized volatility - 111 %;

dividend yield

risk-free rate – 4.133 %.

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

the six-month period ended January 31, 2025, a total of 64,391 October 2024 Warrants with an exercise price of $ 12.75 were exercised,

generating gross proceeds of $ 821,015 .

The Company issued 64,391 common shares in respect of these warrant exercises.

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:

summary of changes in share purchase warrants for the six-month period ending January 31, 2025 is presented below:

SUMMARY OF CHANGES IN WARRANTS

Number of options outstanding

Weighted average exercise price

Balance, July 31, 2024

Granted in the October 2024 Offering

Granted in the January 2025 Offering

Balance, January 31, 2025

of January 31, 2025, warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Exercise Price

Exercisable At

January 31, 2025

November 16, 2025

3 unchanged sentences

October 2, 2029

(*) Exercisable from

November 17, 2024.

December 12, 2029

Briacell Legacy Warrants – see note 1(f)

Compensation Warrants

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:

summary of changes in compensation warrants for the six-month period ended January 31, 2025 is presented below:

SUMMARY OF CHANGES IN WARRANTS

Number of warrants

Weighted average

exercise price

Balance, July 31, 2024

Granted in the September 2024 Offering

Granted in the October 2024 Offering

Granted in the December 2024 Offering

Balance, January 31, 2025

of January 31, 2025, compensation warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Exercise Price

Exercisable At

January 31, 2025

November 16, 2025

February 26, 2026

March 13, 2030

September 12, 2029

October 2, 2029

(*) Exercisable from

November 17, 2024.

(**) Exercisable from

March 11, 2025.

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.)

December 12, 2029

Briacell Legacy Warrants – see note 1(f)

from March 11, 2025.

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

SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS

Warrants liability

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

Change in fair value during the period

$ ( 190,198 )

Balance as of January 31, 2025

key inputs used in the valuation of the non-public warrants as of January 31, 2025 and at July 31, 2024 were as follows:

SCHEDULE OF VALUATION OF NON-PUBLIC WARRANTS

January 31, 2025

July 31, 2024

Exercise price

$ 79.69 - 92.85

Expected life (years)

2 unchanged sentences

2.77 - 4.22 %

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

key inputs used in the valuation of the of the BriaPro Warrant Shares as of January 31, 2025 were as follows:

SCHEDULE OF BRIA PRO WARRANTS

August 31, 2023

(Effective Date)

January 31, 2025

Exercise price

4 unchanged sentences

Risk free rate

2.66 - 2.77 %

SHARE-BASED COMPENSATION

11 unchanged sentences

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

for six-month period ended January 31, 2025 and related information:

SUMMARY OF NUMBER OF OPTIONS GRANTED

Number of options

exercise price

contractual term

intrinsic value

Balance as of July 31, 2024

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.

Balance as of January 31, 2025

Exercisable as of January 31, 2025

January 16, 2025, the Company granted 3,333 options to a consultant with an exercise price

50% vested immediately, and the remaining 50% will vest three months from the grant

The options expire on January 16, 2030.

The fair value of the 3,333 stock options issued

was $ 16,241.60 .

of January 31, 2025, there are $ 270,747 of total unrecognized costs related to share-based compensation that is expected to be recognized

over the next quarter.

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 October

OF OUTSTANDING AND EXERCISABLE OPTIONS

June 20, 2028

February 27, 2028

August 02, 2027

February 16, 2027

January 13, 2027

November 01, 2026

September 01, 2026

April 19, 2026

March 29, 2026

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

as of October 31, 2024

of October 31, 2024

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

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

average remaining contractual term (years)

result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of January 31, 2025:

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

outstanding as of January 31, 2025

exercisable as

of January 31, 2025

June 20, 2028

8 unchanged sentences

Share Unit Plan

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

OF RESTRICTED STOCK UNITS GRANTED

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

Research and development expenses

General and administrative

Total share-based compensation

following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of January 31, 2025:

SCHEDULE OF RESTRICTED STOCK UNITS GRANTED

intrinsic value

Balance, July 31, 2024

Balance, January 31, 2025

January 16, 2025, the Company granted 58,333 RSU’s to the Chief Executive

Officer (“CEO”) as compensation for deferred salary, with immediate vesting.

The fair value

of these RSUs was $ 350,000 , offsetting previously accrued compensation owed to the CEO.

Additionally,

on the same date, the Company granted 3,333 RSUs to a consultant, with 50% vesting immediately and the remaining 50% vesting three months

from the grant date.

Therapeutics Corp

1 unchanged sentence

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

BASIC AND DILUTED NET LOSS PER SHARE

net income (loss) per ordinary share is computed by dividing net income (loss) for each reporting period by the weighted-average number

of ordinary shares outstanding during each year.

Diluted net income (loss) per ordinary share is computed by dividing net income (loss)

for each reporting period by the weighted average number of ordinary shares outstanding during the period, plus dilutive potential ordinary

shares considered outstanding during the period, in accordance with ASC No.

260-10 “Earnings Per Share”.

The company reported

a loss for the three-month period ending October 31, 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 )

Change in fair value of warrant liability

( 14,282,078 )

Net (loss) attributable to common stock, diluted

$ ( 5,802,175 )

$ ( 8,280,535 )

Shares used in computing

net EPS of common stock, basic

Stock Options

Shares used in computation of diluted earnings

SHARE-BASED COMPENSATION (Cont.)

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

period ended January 31, 2025 and 2024 is comprised as follows:

SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES

Three months ended

Six months ended

Research, development, and clinical trial expenses

General and administrative expenses

Total share-based compensation

FINANCIAL INCOME (EXPENSES), NET

OF FINANCIAL INCOME (EXPENSES), NET

SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET

Three months ended

Six months ended

Interest income

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 .

Foreign exchange gain (loss)

Financial income (expenses), net

SUBSEQUENT EVENT

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

through March 12, 2025, 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:

February 5, 2025, the Company closed a public offering for the purchase and sale of 762,500 common shares of the Company for aggregate

gross proceeds of approximately $ 3.05 million before deducting placement agent fees and other offering expenses (the “February

2025 Offering”).

Each common share was sold at a public offering price of $ 4.00 per share.

In addition, the Company issued

38,125 agent warrants.

The agent warrants are immediately exercisable for a period of five years from the closing date at an exercise

price of $ 5.00 .

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