What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-10-16 compared with 2024-10-29 · 741 added, 541 removed, 1327 unchanged (49% of the section changed)

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

serve at the discretion of the board.

Williams, MD,

President, Chief Executive

Officer, and Director

Gadi Levin, CA, MBA

Chief Financial Officer

and Corporate Secretary

Giuseppe Del Priore, MD,

Chief Medical Officer

Officers serve at the discretion of the board.

Williams, MD, FRCP

Chief Executive Officer, and Director

Levin, CA, MBA

Financial Officer and Corporate Secretary

Del Priore, MD, MPH

Medical Officer

Lopez-Lago, PhD

Chief Scientific Officer

Jamieson Bondarenko, CFA,

Chairman of the Board

Embro-Pantalony,

MBA, FCPA, FCMA, CDIR, ACC

Marc Lustig, MSC, MBA

Rebecca Taub, MD

Scientific Officer

Bondarenko, CFA, CMT

of the Board of Directors

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

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

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

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

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

Director and Head of Clinical Pharmacology,

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

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

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

Director and Head of Clinical Pharmacology, Oncology,

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

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

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In February 2018, he joined the Board of Directors of Soricimed Biopharma Inc., a private clinical-stage biopharma company developing

targeted cancer therapies, and in August 2018 he was appointed Chairman of the Board of Soricimed, where he continues to serve in this

targeted cancer therapies, and in August 2018 he was appointed Chairman of the Board of Soricimed, and he served in that capacity until he resigned from their Board in May

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

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and life sciences executive.

Lustig, Director, was appointed to the Company’s Board on September 1, 2021.

Lustig is a highly regarded investor, entrepreneur,

and corporate finance veteran with a deep understanding of the life sciences industry, including biotechnology and pharmaceuticals, as

well as the legal cannabis industry.

He holds MSc and MBA degrees from McGill University.

His professional experience includes working

at Merck & Co., and his capital markets career includes roles in biotechnology equity research and corporate finance.

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

CRLBF) in 2020.

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

Family Medical Cannabis Research & Care Fund of the Cedars Cancer Foundation that provides cannabis to palliative cancer patients.

We believe that Mr.

Lustig is qualified to serve as a member of our Board because of his industry-specific and capital markets experience.

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

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

He currently serves as Co-Founder,

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

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

Partner of Convergence Ventures LLC.

He currently serves as Co-Founder, Chief Executive and

Financial Officer of Clear Intradermal Technologies, Inc.

(formerly, ClearIt LLC), Managing Partner of Soar Venture Capital

Partners, LLC, and as a Venture Partner of Convergence Ventures LLC.

As a hands-on leader, Mr.

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

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

and Advanced Bionics Corporation, and publicly traded Sirna

Therapeutics, Inc.

and Isolagen, Inc.

Schmieg’s early career focused

on accounting and financial management responsibilities, serving as Chief Financial Officer to privately held Cytometrics, Inc.

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

Schmieg also previously served as

the Chief Executive Officer of TrueBinding, Inc.

We believe that Mr.

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

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

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

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

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

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Chief Executive Officer.

Lustig is not independent by virtue of being a significant securityholder of the Company.

members of our Board are also members of the boards of other public companies.

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

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

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

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

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

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

or review rendered by the external auditors;

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

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compensation committee is comprised of Mr.

Embro-Pantalony, Mr.

Marc Lustig and Mr.

Embro-Pantalony, Dr.

Jane Gross and Mr.

Schmieg and is chaired by Mr.

The Compensation Committee

is appointed by the Board to assist in promoting a culture of integrity throughout the Company, to assist the Board in setting director

and senior executive compensation, and to develop and submit to the Board recommendations with respect to other employee benefits as

the Compensation Committee sees fit.

The Compensation

Committee is appointed by the Board to assist in promoting a culture of integrity throughout the Company, to assist the Board in setting

director and senior executive compensation, and to develop and submit to the Board recommendations with respect to other employee benefits

as the Compensation Committee sees fit.

In the performance of its duties, the Compensation Committee is guided by the following principles:

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

External data includes

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

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

Internal data includes annual reviews of the performance of the

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

Company’s success in achieving its objectives.

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

meetings in person or through conference calls.

External data includes general

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

a similar stage of development in the industry.

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

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

achieving its objectives.

During the year ended July 31, 2025, the Compensation Committee held two meetings in person or through conference

and Corporate Governance Committee

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Nominating and Corporate Governance Committee is currently comprised of Mr.

Marc Lustig and Dr.

Schmieg and Dr.

Taub and is chaired by Mr.

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

Embro-Pantalony.

year ended July 31, 2025, the Nominating and Corporate Governance Committee held one meeting.

Insurance and Indemnification of Directors and Officers

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

Insider Trading Policy

We have adopted an Insider Trading Policy

governing the purchase, sale and other dispositions of our securities by directors, officers and employees that is reasonably designed

to promote compliance with insider trading laws, rules and regulations and any applicable listing standards.

A copy of our Insider Trading

Policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION

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

Williams has indicated his willingness to

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

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

Equity Awards at Fiscal Year-End

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as of July 31, 2025.

of Securities

Unexercised Options (#)

of Securities

Unexercised Options (#)

Option Awards

Unexercisable

not vested (#)

not vested ($)

units of stock

that have not

Williams, MD, FRCP

Levin, CA, MBA

Del Priore, MD, MPH

Gadi Levin, CA, MBA

Giuseppe Del Priore, MD, MPH

Lopez-Lago, PhD

January 29, 2025, the Company effected a 15-for-1 reverse stock split, followed by a 10-for-1 reverse stock split subsequent to year-end.

All share and per-share information, including stock options and exercise prices, has been retroactively adjusted to reflect the

cumulative 150-for-1 reverse split.

Option counts were rounded down to the nearest whole share.

Director Compensation

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Rebecca Taub, MD

Marc Lustig resigned from the Board in November 2024.

Compensation shown reflects amounts earned prior to his resignation.

August 31, 2021, we entered into a compensation package with Dr.

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

On July 18, Mr.

Levin’s Base Salary was increased to $367,500 per annum and

was granted a one-time bonus in the amount of $50,000.

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

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Lopez-Lago’s annual salary was increased to $325,000 per annum.

On July 18, Mr.

Base Salary was increased to $357.500 per annum and was granted a one-time bonus in the amount of $75,000.

Compensation Plan Information

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All of the outstanding awards listed below were granted under our stock option

Plan Category

Number of Shares to

be Issued Upon

Warrants and Rights

Weighted-Average

Exercise Price of

Warrants and Rights

Number of Shares

Remaining Available

for Future Issuance

Under the Equity

Compensation Plan

(Excluding Shares in

First Column)

Equity compensation plans approved by shareholders

Equity compensation plans not approved by shareholders

compensation plans approved by shareholders

compensation plans not approved by shareholders

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

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

following table sets forth certain information regarding the beneficial ownership of our common shares as of October 15, 2025 by:

of our named executive officers;

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

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

and outstanding as of October 28, 2024.

Percentage of ownership is based on 1,883,906 common shares issued and outstanding

as of October 15, 2025.

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

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

Name of Beneficial Owner

Directors and Named Executive Officers

Jamieson Bondarenko, CFA, CMT (1)

of Beneficial Owner

and Named Executive Officers

Bondarenko, CFA, CMT (1)

Williams, MD, FRCP (2)

Gadi Levin, CA, MBA (3)

Giuseppe Del Priore, MD, MPH (4)

Levin, CA, MBA (3)

Del Priore, MD, MPH (4)

Lopez-Lago, PhD (5)

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

Marc Lustig, MSC, MBA

Rebecca Taub, MD (8)

Gross, PhD (9)

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

current named executive officers and directors as a group (9 persons)

or Greater Shareholders

Marc Lustig, MSC, MBA (10)

CVI Investments, Inc.

beneficial ownership of less than 1%.

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

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

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

expiring on February 26, 2026.

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

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

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

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

2026 and 19,200 restricted share units.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Heights Capital Management, Inc.

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

and Heights Capital

Management, Inc.

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

7.28% of the outstanding common shares.

1,000 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 1,666 shares underlying options with

an exercise price of $1,270.50, expiring on January 13, 2027, 1,333 shares underlying options with an exercise price of $904.50,

expiring on June 20, 2028 and 666 Warrants to purchase common shares with an exercise price of $796.88, expiring on February

1,333 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 148 shares underlying options with

an exercise price of $1,270.50, expiring on January 13, 2027, 678 shares underlying options with an exercise price of C$1,257.00,

expiring on August 2, 2027, 266 shares underlying options with an exercise price of $904.50, expiring on June 20, 2028 and 198 Warrants to purchase common shares with an exercise price of $796.88, expiring on February 26, 2026.

500 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 133 shares underlying options with an

exercise price of $706.50, expiring on May 20, 2027 and 135 shares underlying options with an exercise price of C$1,257.00, expiring

on August 2, 2027.

1,000 shares underlying options with an exercise price of $1,126.50, expiring on February 16, 2027 and 66 shares underlying options

with an exercise price of C$1,257.00, expiring on August 2, 2027.

100 shares underlying options with an exercise price of $1,270.50, expiring on January 13, 2027 and 66 shares underlying options

with an exercise price of C$1,257.00, expiring on August 2, 2027.

166 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 333 shares underlying options with an

exercise price of $1,270.50, expiring on January 13, 2027 and 166 shares underlying options with an exercise price of $904.50, expiring

on June 20, 2028.

166 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 333 shares underlying options with an

exercise price of $1,270.50, expiring on January 13, 2027 and 266 shares underlying options with an exercise price of $904.50, expiring

on June 20, 2028.

66 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 66 shares underlying options with an

exercise price of $1,270.50, expiring on January 13, 2027 and 266 shares underlying options with an exercise price of $904.50, expiring

on June 20, 2028.

66 shares underlying options with an exercise price of C$1,488.00, expiring on November 1, 2025, 333 shares underlying options with

an exercise price of $1,270.50, expiring on January 13, 2027 and 266 shares underlying options with an exercise price of $904.50,

expiring on June 20, 2028.

16(A) Beneficial Ownership Reporting Compliance

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on a review of the copies of such forms received, we believe that during the fiscal year ending July 31, 2025, all filing requirements

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

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

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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direct or indirect material interest.

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

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

The warrants will be exercisable six months from the date of

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

May 17, 2024 we issued and sold to a former director 6,019 common shares together with warrants to purchase up to 6,019 common

shares at a combined purchase price of $332.25 per share and accompanying warrant.

The warrants will be exercisable six months from the

date of issuance at an exercise price of $316.50 per share and will expire on the five year anniversary of the initial exercise date.

On January 16, 2025, the Company granted

5,833 RSU’s to the Chief Executive Officer as compensation for deferred salary, with immediate vesting.

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

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

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Bondarenko, Mr.

Empro-Pantalony, Mr.

Lustig, and Mr.

Schmieg are each an “independent director,” as defined under the Nasdaq rules.

Embro-Pantalony, and Mr.

each an “independent director,” as defined under the Nasdaq rules.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

Form of Warrant issued December 13, 2024 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on December 13, 2024)

Form of Representative’s Warrant issued December 13, 2024 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on December 13, 2024)

Form of Placement Agent Warrant issued February 5, 2025 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on February 5, 2025)

Form of Warrant issued April 28, 2025 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on April 28, 2025)

Form of Pre-Funded Warrant issued April 28, 2025 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on April 28, 2025)

Form of Representative’s Warrant issued April 28, 2025 (incorporated by reference to Exhibit 4.3 to our Form 8-K filed with the SEC on April 28, 2025)

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

and Computershare Trust Company, N.A., and Form of Warrant for Registered Offering (incorporated by reference to Exhibit 10.33 to our Registration Statement on Form S-1 filed with the SEC on April 23, 2025)

of Amendment No.

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

and Computershare Trust Company, N.A.

(incorporated

by reference to Exhibit 4.20 to our Registration Statement on Form S-1 filed with the SEC on July 10, 2025)

Form of Warrant issued July 16, 2025 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on July 16, 2025)

Form of Pre-Funded Warrant issued July 16, 2025 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on July 16, 2025)

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

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

Underwriting Agreement, dated December 11, 2024, between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 1.1 to our Form 8-K filed with the SEC on December 13, 2024)

Placement Agency Agreement, dated February 3, 2025, between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on February 5, 2025)

Underwriting Agreement, dated April 24, 2025, between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 1.1 to our Form 8-K filed with the SEC on April 28, 2025)

Placement Agency Agreement, dated as of July 15, 2025, by and between BriaCell Therapeutics Corp.

and ThinkEquity LLC (incorporated by reference to Exhibit 1.1 to our Form 8-K filed with the SEC on July 16, 2025)

Insider trader policy

(incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed with the sec on October 29, 2024)

Consent of MNP LLP*

List of Subsidiaries*

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

Clawback Policy*

(incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the sec on October 29, 2024

XBRL Instance Document

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

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

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

Management’s plans in

regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

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

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

Management’s plans in regard to these matters

are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

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

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We are a public accounting firm registered with the Public

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

with the U.S.

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

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

in accordance with the U.S.

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

and the PCAOB.

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

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Cash and cash

Short-term investments

receivable and prepaid expenses

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Equity investment in BC

Property and equipment, net

Long term prepaid expenses

Intangible assets, net

Property and equipment,

term prepaid expenses

non-current assets

LIABILITIES AND SHAREHOLDERS’

EQUITY (DEFICIT)

CURRENT LIABILITIES:

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CONTINGENT LIABILITIES AND

SHAREHOLDERS’ DEFICIT:

SHAREHOLDERS’ EQUITY (DEFICIT):

Share Capital of no par value – Authorized:

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( 85,443,697 )

shareholders’ deficit

( 2,684,932 )

shareholders’ equity (deficit)

( 2,684,932 )

liabilities and shareholders’ deficit

liabilities and shareholders’ equity (deficit)

consolidated financial statements were approved and authorized for issue on behalf of the Board of Directors on October 15, 2025 by:

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( 33,330,076 )

Financial income, net

Change in fair value of the warrant liability

Financial income (expenses),

Change in fair value of

the warrant liability

of loss on equity investment

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

January 24, 2025, the Company effected a 1-for-15

reverse split of its issued and outstanding common shares and on August 25, 2025, the Company effected a 1-for-10

reverse split of its issued and outstanding common shares, pursuant to which holders of the Company’s common shares received 0.0067

of a common share for every one common share (following both reverse share splits).

All share, warrant, option and RSU amounts have

been retroactively restated for all periods presented.

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

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$ ( 80,652,231 )

$ ( 3,777,181 )

Instruments issued to minority

shareholders at the arrangement date

Issuance of Options

Exercise of warrants

Issuance of shares

Net loss for the year

Issuance of Units, net of issuance

( 4,791,466 )

( 4,931,548 )

Balance, July 31, 2023

July 31, 2024

$ ( 138,684 )

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$ ( 2,684,932 )

Instruments issued to minority shareholders

at the arrangement date

Issuance of Options

Issuance of options and RSU’s

Exercise of prefunded warrants

Exercise of warrants

Issuance of units, net of issuance expenses

Net loss for the

RSU’s Exercised

( 26,311,867 )

( 26,556,140 )

Balance, July 31, 2024

July 31, 2025

$ 101,739,923

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$ ( 111,755,564 )

January 24, 2025, the Company effected 1-for-15

reverse split of its issued and outstanding common shares and on August 25, 2025, the Company effected 1-for-10

reverse split of its issued and outstanding common shares, pursuant to which holders of the Company’s common shares received 0.0067

of a common share for every one common share (following both reverse share splits).

All share, warrant, option and RSU amounts have been retroactively restated for all periods

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

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in US Dollars, except share and per share data)

Cash flow from operating activities:

Cash flow from operating

Net loss for the year

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$ ( 4,931,548 )

Adjustments to reconcile loss to net cash used

in operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Financial income (expenses), net

Share-based compensation

Equity Losses

Share of loss on equity

Change in fair value of

( 28,242,472 )

( 2,119,530 )

Changes in assets and liabilities:

(Increase) decrease in

amounts receivable

Decrease (increase) in

amounts receivable

prepaid expenses

(Decrease) increase in

accounts payable

( 3,887,078 )

Increase in accounts payable

increase in accrued expenses and other payables

(decrease) in accrued expenses and other payables

Net cash used in operating

1 unchanged sentence

( 24,126,128 )

Cash flow from investing activities:

of property and equipment

Cash flow from investing

Purchase of property and equipment

Purchase of short-term investments, net

Equity investment in BC

Therapeutics ( * )

cash used in investing activities

Cash flow from financing activities:

( 7,646,000 )

Cash flow from financing

Proceeds from exercise of warrants

Share and warrant buyback program

Proceeds from issuance of shares, net of issuance costs

Proceeds from issuance

of shares, net of issuance costs

cash provided by financing activities

Decrease in cash and cash equivalents

( 20,389,003 )

in cash and cash equivalents

( 20,389,003 )

3 unchanged sentences

at end of year

Addition, $ 125,000 was loaned to BC Therapeutics during the year ended July 31, 2023 and an additional $ 175,000 was loaned to BC

Therapeutics between August 1, 2023 and December 20, 2023.

The total amount ($ 300,000 ) was converted into an investment.

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

5 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”.

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

(“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

The Company also trades on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX”,

“BCTXW” and “BCTXZ.

is an immuno-oncology biotechnology company.

4 unchanged sentences

as an immune checkpoint inhibitor.

Going concern

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

In the course of such

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

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

31, 2023 - $ 80,652,231 )

In the course of such activities,

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

The Company’s accumulated

deficit as of July 31, 2025 was $ 111,755,564

(July 31, 2024 - $ 85,443,697 )

and negative cash flows from operating activities during the year ended July 31, 2025 was $ 28,170,520

(July 31, 2024 - $ 24,126,128 ).

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

managing its existing working capital resources.

The Company’s ability to continue as a going concern is dependent upon its

ability to attain future profitable operations and to obtain the necessary financing to meet its obligations arising from normal

business operations when they come due.

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

substantial doubt on the Company’s ability to continue as a going concern.

These consolidated financial statements do not

include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company not

be able to continue as a going concern.

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

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

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

working capital resources.

During the year ended July 31, 2025, the Company raised $ 50.9 million in gross proceeds from equity financings,

however, the Company’s ability to continue as a going concern is dependent upon its ability to attain future profitable operations

and to continue to obtain the necessary financing to meet its obligations arising from normal business operations when they come

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.

Company has two wholly-owned U.S.

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

See also note 1e.

BriaPro was established to complete a plan of arrangement spinout transaction in August 2023,

pursuant to which certain pipeline assets of the Company were spun-out to BriaPro, including

Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple indications

including cancer (the “BriaPro Assets”), resulting in a two-third (2/3) owned

subsidiary of the Company with the remaining one-third (1/3) held by the Company’s

shareholders (the “Amalgamation” and the “Amalgamation Agreement”) – see also note 7(a).

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

Company has one operating segment and reporting unit.

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 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

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

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.

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

GAAP) as set forth in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2024 and 2023

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Use of estimates, assumptions and judgements :

8 unchanged sentences

Actual results could differ from those estimates.

of the consolidated financial statement on a going concern basis, which contemplates the realization of assets and payments of liabilities

in the ordinary course of business.

of the consolidated financial statement on a going concern basis, which contemplates that the Company will be able to meet its commitments, continue operations and realize its assets

and discharge its liabilities in the normal course of business for at least twelve months from the date of approval of these Financial

Statements from the Board of Directors.

Should the Company be unable to continue as a going concern, it may be unable to realize the carrying

12 unchanged sentences

to be more likely than not that the deferred tax asset will not be realized.

for Income Taxes.

Management accounts for income taxes by estimating future tax effects of temporary differences between the tax and

book basis of assets and liabilities considering the provisions of enacted tax laws.

The application of income tax law is inherently

Laws and regulations in this area are voluminous and are often ambiguous.

As such, management is required to make many subjective

assumptions and judgments regarding the Corporation’s income tax exposures, including judgments in determining the amount and timing

of recognition of the resulting deferred tax assets and liabilities, including projections of future taxable income.

Interpretations

of and guidance surrounding income tax laws and regulations change over time.

As such, changes in management’s subjective assumptions

and judgments can materially affect amounts recognized in the Consolidated balance sheet and Consolidated Statements of Operations and

Comprehensive Loss

Provision for Income Taxes.

accounts for income taxes by estimating future tax effects of temporary differences between the tax and book basis of assets and liabilities

considering the provisions of enacted tax laws.

The application of income tax law is inherently complex.

Laws and regulations in this

area are voluminous and are often ambiguous.

As such, management is required to make many subjective assumptions and judgments regarding

the Corporation’s income tax exposures, including judgments in determining the amount and timing of recognition of the resulting

deferred tax assets and liabilities, including projections of future taxable income.

Interpretations of and guidance surrounding income

tax laws and regulations change over time.

As such, changes in management’s subjective assumptions and judgments can materially

affect amounts recognized in the Consolidated balance sheet and Consolidated Statements of Operations and Comprehensive Loss

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

assets are tested for impairment annually or more frequently if there is an indication of impairment.

2 unchanged sentences

If there are indications

of impairment, the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset is

impaired and impairment loss is recognized.

Prepaid expenses

The Company has prepaid certain expenses in respect of its pivotal phase

III trial and estimates the period over which such expenses will be incurred.

As of July 31, 2024, the Company revised its estimate of

the time to completion in respect of this trial.

Amounts estimated to be expenses in more than 12 months have been classified to long-term

prepaid expenses.

of impairment, the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset

is impaired and impairment loss is recognized.

Company has prepaid certain expenses in respect of its pivotal phase III trial and estimates the period over which such expenses will

As of July 31, 2025, 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.

useful life of property and equipment

9 unchanged sentences

The Company has a 63.1% 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

Based on this evaluation, management determines whether control or significant influence is present for accounting purposes.

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 concludes significant influence is present for accounting purposes.

Principal of consolidation :

2 unchanged sentences

have been eliminated upon consolidation.

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Consolidated financial statements in U.S dollars :

1 unchanged sentence

conducts their transactions.

The functional currency of the Company and its subsidiaries

The functional currency of the Company and its subsidiaries is the U.S.

monetary accounts maintained in currencies other than the U.S.

4 unchanged sentences

sheet items are reflected in the statements of operations as financing income or expenses as appropriate.

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2024 and 2023

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Cash and cash equivalents :

equivalents are short-term highly liquid deposits that are readily convertible to cash with original maturities of three months or less,

at the date acquired, and investments with maturities of longer than three months where the investment can be liquidated before the maturity

date without a significant penalty.

at the date acquired.

Short-term investments

Short-term investments consist of held-for-sale

securities (or trading) and are stated at fair value, with unrealized gains and losses included in earnings.

Transaction costs are expensed as incurred.

The securities are classified as current assets because they

are expected to be realized within one year.

The Company regularly evaluates whether declines in fair value below cost are other-than-temporary;

if so, an impairment is recognized.

Gains or losses realized on sales of these securities are included in financial income (expense), net in the consolidated statement of operations

and comprehensive loss.

Equity method investments :

3 unchanged sentences

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.

Property and E quipment, net :

Property and equipment with individual values of over $ 2,500 are stated at cost, net of accumulated depreciation.

and impairment, if any, within interest in equity investees on the statements of consolidated balance sheet.

Property and Equipment, net :

and equipment with individual values of over $ 2,500 are stated at cost, net of accumulated depreciation.

Depreciation is calculated using

1 unchanged sentence

OF ESTIMATED USEFUL LIVES OF ASSETS

Laboratory equipment

Intangible assets, net :

12 unchanged sentences

amortization period and the amortization method for an intangible asset are reviewed at least at each year end.

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

assets with indefinite useful lives are not systematically amortized and are tested for impairment annually, or whenever there is an

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the years ended July 31, 2025 and 2024, no indicators of impairment have been identified.

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2024 and 2023

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Research and Development expenses :

1 unchanged sentence

development expenses consist of intellectual property, development and production expenditures.

Government grants are recognized

when there is reasonable assurance that the grants will be received, and the Company will comply with the conditions.

The grants are

offset against the related research and development expenditure.

grants are recognized when there is reasonable assurance that the grants will be received, and the Company will comply with the conditions.

The grants are offset against the related research and development expenditure.

Fair value of financial instruments :

10 unchanged sentences

inputs are used when little or no market data are available.

carrying amounts of cash and cash equivalents, subscriptions receipts, trade payables and accrued expenses and other payables

approximate their fair value due to the short-term maturity of such instruments.

carrying amount of warrant liabilities is recorded at the fair value at each reporting period.

carrying amounts of cash and cash equivalents, subscriptions receipts, trade payables and accrued expenses

and other payables approximate their fair value due to the short-term nature of such instruments.

carrying amount of warrant liabilities and short-term investments are recorded at the fair value at each reporting period.

Therapeutics Corp

38 unchanged sentences

the fair value of the restricted share unit award.

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2024 and 2023

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Income Taxes :

4 unchanged sentences

The Company provides a valuation allowance, to reduce deferred tax assets to their estimated realizable value, if

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

740 offers a two-step approach for recognizing and measuring a liability for uncertain tax positions.

The first step is to evaluate the

tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more

likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of

any related appeals or litigation processes.

The second step is to measure the tax benefit as the largest amount that is more than 50%

likely to be realized upon ultimate settlement.

As of July 31, 2024, and 2023 no liability for unrecognized tax benefits was recorded

as a result of ASC 740.

The first step is to evaluate

the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it

is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including

resolution of any related appeals or litigation processes.

The second step is to measure the tax benefit as the largest amount that

is more than 50% likely to be realized upon ultimate settlement.

As of July 31, 2025, and 2024 no

liability for unrecognized tax benefits was recorded as a result of ASC 740.

Basic and diluted net loss per Share :

12 unchanged sentences

reflects this election.

In July 2023, the FASB issued 2023-03 —

Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220),

Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718):

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

120, SEC Staff Announcement at the March 24, 2022, EITF

Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X:

or Loss Applicable to Common Stock (SEC Update).

The adoption of this standard on August 1, 2023, did not result in amended

disclosures in the Company’s consolidated financial statements, nor did this standard have a material impact the

Company’s results of operations.

In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic

In December 2023, the FASB issued ASU 2023-09 - Income

Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This standard modifies the rules on income tax disclosures to require entities

to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or

benefit, and income tax expense or benefit from continuing operations.

ASU 2023-09 also requires entities to disclose their income tax

payments to international, federal, state, and local jurisdictions.

The ASU is effective for years beginning after December 15, 2024,

but early adoption is permitted.

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

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

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 standard modifies the rules on income tax disclosures to require

entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax

expense or benefit, and income tax expense or benefit from continuing operations.

ASU 2023-09 also requires entities to disclose

their income tax payments to international, federal, state, and local jurisdictions.

The ASU is effective for years beginning after

December 15, 2024, but early adoption is permitted.

This ASU should be applied on a prospective basis, although retrospective

application is permitted.

The Company is currently evaluating the impact of this standard on its financial statements and

March 2024, the FASB issued ASU 2024-01 - Compensation—Stock Compensation (Topic 718):

Scope Application of Profits Interest

and Similar Awards.

This standard clarifies whether profits interest and similar awards fall within the scope of stock-based

compensation guidance as defined in ASC Topic 718, introducing examples to demonstrate this.

The ASU includes scenarios where profits

interest awards are classified as equity instruments or liability awards and situations where they fall outside ASC Topic 718, being

accounted for under ASC Topic 710.

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

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

The Company is currently evaluating the impact of this standard on its financial statements and disclosures.

The Company is currently evaluating

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

In January 2025, the FASB issued ASU 2025-01 - Income

Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective

This standard amends the guidance issued in 2024 to confirm that all public business entities must present the required

expense-disaggregation disclosures in annual periods beginning after December 15, 2026, and interim periods within annual periods

beginning after December 15, 2027.

The ASU is effective for years beginning after those dates, but early adoption is permitted.

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

Because the amendment only affects

disclosure timing, the Company does not expect this standard to have a material impact on its financial statements and disclosures.

In June 2025, the FASB issued ASU 2025-03 - Business

Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in a Variable-Interest Entity .

standard clarifies that when a business combination is effected primarily by exchanging equity interests and the legal acquiree is

a variable-interest entity (“VIE”) that meets the definition of a business, entities must identify the accounting acquirer

using the factors in ASC 805-10-55-12 through 55-15, rather than relying solely on the VIE consolidation model.

The ASU is effective

for years beginning after December 15, 2026, 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

10 unchanged sentences

prepaid expenses

expenses as of July 31, 2024 include amounts paid to certain vendors in respect of the Company’s ongoing pivotal phase III

Prepaid expenses as of July 31, 2025 include amounts paid to certain vendors in respect of the Company’s ongoing

pivotal phase III trial study.

These amounts are amortized over the period of the clinical trial.

Prepaid expenses estimated to be expensed within 12

months amount to $ 1,322,122

and are included in current assets, whist the balance, extending longer than 12 months, amounts to $ 1,211,946

and is included in non-current assets under long-term prepaid expenses.

The subscription receipt relates to the May 2024 Offering (see note 9(b)(ii)(1)).

All the funds have been received

subsequent to the balance sheet date.

Prepaid expenses estimated to be expensed

within 12 months amount to $ 1,394,439 in 2025 compared to 1,322,122 in 2024 and are included in current assets, whilst the balance, extending

longer than 12 months, amounts to $ 717,508 in 2025 as compared to 1,211,946 in 2024 and is included in non-current assets under long-term

prepaid expenses.

subscription receipt relates to the May 2024 Offering (see note 9(b)(ii)(1)).

All the funds have been received during the year ended July 31, 2025.

INVESTMENT IN BC THERAPEUTICS INC.

1 unchanged sentence

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

purchase agreement (“SPA”), pursuant to which the Company initially provided a loan of $ 300,000 to BC Therapeutics, with no interest to be paid.

Subsequently, in accordance with the SPA, this

loan was converted into an equity investment in BC Therapeutics at a rate of $ 1.25 per share, resulting in a 37.5 % ownership interest

(“Initial Investment”).

Pursuant to the SPA (“Initial Investment”), Briacell also received two options to invest an additional

$ 225,000 per option at $ 1.25 per BC Therapeutics share.

The first option expires on February 15, 2024 (“First BC Therapeutics Option”)

and the second option expires on June 30, 2024 (“Second BC Therapeutics Options”, together, the “BC Therapeutic Options”).

In accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued at $ 76,350 in accordance with the Black Scholes Option

Price Model, using the following assumptions:

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”).

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:

4.902 %, Volatility:

Therapeutics has a board of four representatives, with two representatives appointed by BriaCell and two representatives appointed by

1 unchanged sentence

All significant decisions related to BC Therapeutics require the approval of at least a majority of the board

February 1, 2024, the Company exercised the First BC Therapeutics Option and currently holds 51.2 %

of BC Therapeutics.

The value of the BC Therapeutics Options was updated to consider the effect of the exercise of the First BC

Therapeutics Option.

Consequently, the fair value of the First BC Therapeutics Option, $ 35,964 ,

has been reclassified to the investment.

See also note 15(a) for details of transactions subsequent to the year end.

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

INVESTMENT IN BC THERAPEUTICS INC.

Company 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.

On March 18, 2025, the SPA was amended a second time, such that the Second BC Therapeutics Option is increased to 424,000 shares and

expires in June 2026 (a one year extension).

During the year ended July 31, 2025, the Company exercised this option totaling $ 330,000

and received 264,000 shares.

As of July 31, 2025, the Company holds 684,000 of the 1,084,000 issued and outstanding shares in

BC Therapeutics, representing a 63.1 % ownership interest.

In addition, 160,000 shares remain available for purchase under the Second

BC Therapeutics Option at an exercise price of $ 1.25 per share;

these options expire on June 30, 2026.

accordance with ASC 810, the Company continues to account for the investment under the equity method of accounting as the Company does

1 unchanged sentence

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

OF CHANGES IN INVESTMENT

SCHEDULE OF CHANGES IN INVESTMENT

Balance – August 1, 2024

Funding (including

the value of the BC Therapeutics Options)

Funding (including the

value of the BC Therapeutics Options)

Share of losses:

Balance – July

following amounts represent the Company’s 51.2 % share of the assets of BC Therapeutics:

OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

following amounts represent the Company’s 63.1% share of the assets of BC Therapeutics (July 31, 2024 – 51.2%):

SCHEDULE OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

INTANGIBLE ASSETS, NET

4 unchanged sentences

Intangible assets,

attributable intellectual property relates to Sapientia’s various patents, which the Company is amortizing over 20 years, consistent

attributable intellectual property relates to BriaPro’s various patents, which the Company is amortizing over 20 years, consistent

with its accounting policy.

3 unchanged sentences

2030 and thereafter

also note 1(e) regarding the transfer of the intangible asset.

Therapeutics Corp

4 unchanged sentences

OF PROPERTY AND EQUIPMENT NET

the year ended July 31, 2024, the Company purchased certain laboratory equipment in the gross amount of $ 456,801 .

the year ended July 31, 2025, the Company purchased certain laboratory equipment in the gross amount of $ nil (July 31, 2024 - $ 456,801 ).

As of August 1, 2023

As of August 1, 2024

Cost,beginning balance

1 unchanged sentence

Cost,ending balance

Accumulated depreciation:

depreciation:

As of August 1, 2023

As of August 1, 2024

Accumulated depreciation, beginning balance

6 unchanged sentences

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(e)).

As of July 31, 2024, this amount totaled of up to $ 241,164

and is eliminated on consolidation.

Company is currently in a 12 -month

commitment for office and lab space in Philadelphia, PA, costing the company approximately $ 38,110

The lease is set to expire on August 31, 2024, with a month-to-month extension

the exercise of certain BriaCell warrants that were outstanding at the time of the Amalgamation Agreement with BriaPro (“Briacell

Legacy Warrants”), BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount based on an agreed formula.

July 31, 2025, this amount totaled of up to $ 241,164 and is eliminated on consolidation.

Pursuant to the Amalgamation Agreement, each BriaCell warrant in issuance at the time of the Amalgamation (“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

Splits, as defined below– 150 Briacell Shares) 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 150 BriaCell Legacy Warrants (post Reverse Splits), 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 150 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 Reverse Split basis, as of July 31, 2025,

55,455 Briacell Legacy Warrants are exercisable into 55,455 Briacell Shares and 8,168,302 BriaPro Shares.

of July 31, 2025, the Company had a month-to-month commitment for office and lab space in Philadelphia, PA, costing the company approximately

$ 38,110 per month.

Subsequent to the balance sheet date, on September 1, 2025, the monthly amount increased to approximately $ 43,000 .

FAIR VALUE MEASUREMENTS

1 unchanged sentence

31, 2025 and 2024:

OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

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

Value Measurements at

1 unchanged sentence

Cash and cash

Short-term investments

Total assets measured

4 unchanged sentences

at fair value

Company classifies its cash equivalents and the liability in respect of publicly traded warrants within Level 1 because they are valued using the

quoted market prices in active markets.

Company classifies its cash equivalents, short-term investments and the liability in respect of publicly traded warrants within Level 1 because they are valued

using the quoted market prices in active markets.

The Company holds level 1 short term investments with coupon rates ranging between 3.00 % to 5.51 %

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

8 unchanged sentences

Issued share capital

January 3, 2025, the Company’s board of directors approved a reverse stock split of the Company’s common shares on a

1-for-15 basis, which became effective on January 24, 2025 and on August 25, 2025 (the “Effective Date”), the Company

effected a reverse stock split of its common shares on a 1-for-10 basis (the “Reverse Splits”).

a result of the Reverse Splits, every one hundred and fifty (150) 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 Splits.

Instead, any fractional

common shares resulting from the January 2025 Reverse Split were deemed to have been tendered to the Company for cancellation for no

consideration.

the January 2025 Reverse Split, the number of common shares outstanding were 294,694 .

After giving effect to subsequent share issuances

and the August 2025 Reverse Split, the number of common shares outstanding was 1,883,906

The Reverse Splits 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.

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

to reflect both the January 2025 Reverse Split and the August 2025 Reverse Split for all periods presented.

Company issued the following shares during the year ended July 31, 2024:

April 14, 2023, 300 warrants with an exercise price of $ 5.31 were exercised for gross proceeds of $ 1,594 .

The Company issued 300

shares in respect of the exercise of these warrants.

May 12, 2023, the Company issued 463,408 Shares to Prevail Partners, LLC at a price per share of $ 8.63 , resulting in aggregate gross

proceeds of $ 4,000,000 .

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

investors, certain existing investor and a director of the Company for the purchase and sale

of 15,352 common shares of the Company and 666 pre-funded warrants with an offering price

of $ 179.985 , an exercise price of $ 0.015 and may be exercised at any time in the future, and

warrants to purchase up to an aggregate of 16,019 common shares of the Company (“May

2024 Warrants”) for aggregate gross proceeds of approximately $ 5.0 million before deducting

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

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 $ 300.00 to the institutional investors

and $ 332.25 to the existing investor and director of the Company.

The May 2024 Warrants have

an exercise price of $ 316.50 per share, will become exercisable six months from the date

of issuance and expire five years from the initial exercise date.

In addition, the Company

issued 333 placement agent warrants with the same terms as the May 2024 Warrants.

prefunded warrants were exercised on August 7, 2024 – see note 15(b).

fair value of the 16,352 May 2024 Warrants had a fair value of $ 2,020,207 using the Black-Scholes option price model, with the following

share price - $ 177.00 ;

exercise price - $ 316.50 ;

expected life – 5.5 years;

annualized volatility - 118 %;

risk free rate – 4.71 %, non-marketability discount – 13.13 %.

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

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

Company issued the following shares during the year ended July 31, 2025:

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

investor and a director of the Company for the purchase and sale of 2,302,935

common shares of the Company and 100,000

pre-funded warrants with an offering price of $ 1.1999 , an exercise price of $ 0.0001 and may be exercised at any time in the future, and warrants to purchase up to an aggregate of 2,402,935

common shares of the Company (“May 2024 Warrants”) for aggregate gross proceeds of approximately $ 5.0

million before deducting placement agent fees and other offering expenses (the “May 2024 Offering”).

Each common share

(or pre-funded warrant in lieu thereof) was sold together with one warrant to purchase one common share at a combined purchase price

to the institutional investors and $ 2.215

to the existing investor and director of the Company.

The May 2024 Warrants have an exercise price of $ 2.11

per share, will become exercisable six months from the date of issuance and expire five

years from the initial exercise date.

In addition, the Company issued 50,000

placement agent warrants with the same terms as the May 2024 Warrants.

The prefunded warrants were exercised on August 7, 2024 – see note 15(b).

fair value of the 2,452,935 May 2024 Warrants had a fair value of $ 2,020,207 using the Black-Scholes option price model, with the

September 12, 2024, the Company completed a registered direct offering for the purchase and sale of 82,166 common shares of the Company

at an offering price of $ 103.50 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 4,108 placement agent warrants with an exercise price of $ 129.40 per

These placement agent warrants are exercisable beginning on March 11, 2025, and expire five years from the date of issuance.

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 - $ 94.50 ;

exercise price - $ 129.40 ;

expected life – 5 years;

annualized volatility - 109 %;

dividend yield - 0 %;

rate – 3.469 %, non-marketability discount – 16.38 %.

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

October 2, 2024, the Company closed a registered direct offering for the purchase and sale of 34,190 common shares of the Company

and warrants to purchase up to an aggregate of 34,190 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 $ 146.30 .

The warrants have an exercise price

of $ 127.50 per share, and are immediately exercisable, and expire five years from the date of issuance (“October 2024 Warrants”).

connection with the October 2024 Offering, the Company issued 1,709 placement agent warrants.

The placement agent warrants are immediately

exercisable at an exercise price of $ 182.80 per share and expire five years from the date of issuance.

fair value of the 34,190 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 - $ 81.00 ;

exercise price - $ 127.50 ;

expected life –

annualized volatility - 121 %;

dividend yield - 0 %;

risk-free rate – 3.553 %.

fair value of the 1,709 placement agent warrants was determined to be $ 204,128 using the Black-Scholes option pricing model, with the

following assumptions:

1 unchanged sentence

exercise price - $ 182.80 ;

expected life – 5 years;

annualized volatility - 112 %;

dividend yield - 0 %;

risk-free rate – 3.561 %.

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

December 13, 2024, the Company closed a public offering for the purchase and sale of 49,333 common shares of the Company and warrants

to purchase up to an aggregate of 49,333 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”).

common share was sold together with one warrant to purchase one common share at a combined purchase price of $ 112.50 .

have an exercise price of $ 140.60 per share, and are immediately exercisable, and expire five years from the date of issuance (“December

2024 Warrants”).

connection with the December 2024 Offering, the Company issued 2,466 agent warrants.

The agent warrants are immediately exercisable at

an exercise price of $ 140.60 per share and expire five years from the date of issuance.

fair value of the 49,333 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 - $ 66.00 ;

exercise price - $ 140.60 ;

expected life

1 unchanged sentence

dividend yield - 0 %;

risk free rate – 4.71 %, non-marketability discount – 13.13 %.

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

risk-free rate – 4.133 %.

fair value of the 2,466 agent warrants was determined to be $ 188,252 using the Black-Scholes option pricing model, with the following

share price - $ 99.00 ;

exercise price - $ 140.60 ;

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.

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

February 5, 2025, the Company closed a public offering for the purchase and sale of 76,250 common shares of the Company at an offering

price of $ 40.00 per share, for aggregate gross proceeds of approximately $ 3.05 million before deducting placement agent fees and

other offering expenses (the “February 2025 Offering”).

connection with the February 2025 Offering, the Company issued 3,812 placement agent warrants with an exercise price of $ 50.00 per share.

These placement agent warrants are immediately exercisable and expire five years from the date of issuance.

The fair value of the broker

warrants was determined to be $ 156,130 using the Black-Scholes option-pricing model, with the following assumptions:

share price –

exercise price – $ 50.00 ;

expected life – 5 years;

annualized volatility – 112 %;

dividend yield – 0 %;

risk-free rate – 4.37 %.

amount was credited to the warrant reserve at the date of the February 2025 Offering.

April 28, 2025, the Company closed an underwritten public offering for the purchase and sale of 306,665 units for aggregate gross

proceeds of approximately $ 13.8 million before deducting underwriting discounts, commissions, and other offering expenses (the “April

2025 Offering”).

Of those units, 240,595 were “regular” units, each consisting of one common share and one five-year

publicly traded warrant at a combined purchase price of $ 45.00 per unit, and 66,070 were “pre-funded” units, each consisting

of one pre-funded warrant (at a $ 0.001 strike) and one five-year publicly traded warrant at a combined purchase price of $ 44.99 per

All warrants have an exercise price of $ 52.50 per share, are immediately exercisable, and expire five years from the date of

issuance (“April 2025 Warrants”).

The April 2025 Warrants trade on the NASDAQ under the symbol “BCTXZ.” As

of July 31, 2025, all the pre-funded warrants were exercised.

connection with the April 2025 Offering, the Company issued 15,333 representative’s warrants.

The representative’s warrants

are immediately exercisable at an exercise price of $ 56.25 per share and expire five years from the date of issuance.

fair value of the 306,666 April 2025 Warrants was determined to be $ 5,666,620 (gross, before deducting share issuance costs) using the

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

share price - $ 26.50 ;

exercise price - $ 52.50 ;

expected life –

annualized volatility - 105 %;

dividend yield - 0 %;

risk-free rate – 3.885 %.

July 16, 2025, the Company closed a public offering for gross proceeds of approximately $ 15.0 million before deducting placement

agent fees and other offering expenses (the “July 2025 Offering”).

The offering consisted of 1,200,000 units, including

1,077,500 common shares, 122,500 pre-funded warrants, and 1,200,000 five-year warrants to purchase one common share each at a combined

purchase price of $ 12.50 per unit (or $ 12.49 per pre-funded unit).

The warrants have an exercise price of $ 15.00 per share, are immediately

exercisable, and expire five years from the date of issuance (“July 2025 Warrants”).

As of July 31, 2025, all the pre-funded

warrants were exercised.

fair value of the 1,200,000 July 2025 Warrants was determined to be $ 6,460,348 using the Black-Scholes option pricing model, with the

following assumptions:

share price – $ 7.10 ;

exercise price – $ 15.00 ;

expected life – 5 years;

annualized volatility

dividend yield – 0 %;

risk-free rate – 3.99 %.

amount was credited to the warrant reserve at the date of the July 2025 Offering.

the year ended July 31, 2025, a total of 6,437 October 2024 Warrants with an exercise price of $ 127.50 were exercised, generating

gross proceeds of $ 821,015 .

The Company issued 6,437 common shares in respect of these warrant exercises.

Share Purchase Warrants

summary of changes in share purchase warrants for the years ending July 31, 2025 and 2024 is presented below:

OF CHANGES IN WARRANTS

of options outstanding

average exercise price (*)

July 31, 2022

and cancelled

SCHEDULE OF CHANGES IN WARRANTS

Balance, July 31, 2023

in the May 2024 Offering

July 31, 2024

Granted in the May 2024

Balance, July 31, 2024

Granted in the October

2024 Offering

Granted in the December

2024 Offering

Granted in the April 2025

in the July 2025 Offering

Balance, July 31, 2025

Therapeutics Corp

5 unchanged sentences

SCHEDULE OF WARRANTS OUTSTANDING

July 31, 2025

November 16, 2025

2 unchanged sentences

November 17, 2029

October 2, 2029

December 12, 2029

April 28, 2030

July 15, 2030

Legacy Warrants – see note 1(d) and note 7(a)

Compensation Warrants

summary of changes in compensation warrants for the years ended July 31, 2025 and 2024 is presented below:

OF CHANGES IN WARRANTS

July 31, 2022 and 2023

in the May 2024 Offering

July 31, 2024

SUMMARY OF CHANGES IN WARRANTS

Balance, July 31, 2023

Granted in the May 2024

Balance, July 31, 2024

Granted in the September

2024 Offering

Granted in the October

2024 Offering

Granted in the December

2024 Offering

Granted in the February

2025 Offering

in the April 2025 Offering

Balance, July 31, 2025

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

SCHEDULE OF WARRANTS OUTSTANDING

July 31, 2025

November 16, 2025

February 26, 2026

September 12, 2029

October 2, 2029

December 12, 2029

February 5, 2030

April 28, 2030

Legacy Warrants – see note 1(d) and note 7(a)

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

SHAREHOLDERS’ EQUITY (Cont.)

Warrant liability continuity

following table presents the summary of the changes in the fair value of the warrants recorded as a liability on the Balance Sheet

OF CHANGE IN FAIR VALUE OF WARRANTS

SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS

Balance as of July 31, 2023

Exercise of warrants

Warrant buyback program

Change in fair value during the year

Fair value of BriaPro Warrant Shares at

Effective Date (note 1(e))

Change in fair value

during the year

( 28,242,472 )

Balance as of July

Fair value of BriaPro Warrant Shares at Effective

Date (note 1(e))

Change in fair value during

( 28,242,472 )

Change in fair value

during the year

Balance as of July

5 unchanged sentences

of $ 758,364 in the consolidated statements of operations and comprehensive loss.

The key inputs used in the valuation of the of the warrant as of July 31, 2024 and at July 31, 2023 and on the issuance

dates, were as follows:

key inputs used in the valuation of the of the warrant as of July 31, 2025 and at July 31, 2024 and on the issuance dates, were as

OF VALUATION OF PUBLIC OFFERING BROKER WARRANTS

1 unchanged sentence

796.88 - 928.50

$ 796.88 - 928.50

Expected life (years)

1 unchanged sentence

Risk free rate

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

OF BRIA PRO WARRANTS

0.0206 - 0.0308

Therapeutics Corp

2 unchanged sentences

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

SHAREHOLDERS’ EQUITY (Cont.)

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

OF BRIA PRO WARRANTS

Exercise price

$ 0.0206 - 0.0308

Expected life (years)

Dividend yield

Risk free rate

2.68 - 2.74 %

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, 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.

August 2, 2022, the Company approved an omnibus equity incentive plan (“Omnibus Plan”), which will permit the Company to

grant incentive stock options, preferred share units, restricted share units (“RSU’s”), and deferred share units (collectively,

the “Awards”) for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary of the Company.

The maximum number of shares available for issuance under the Omnibus Plan shall not exceed 15 % of the issued and outstanding Shares,

3 unchanged sentences

The following table summarizes the number of options granted under the Stock Option Plan for the year ended July 31, 2025 and related

OF NUMBER OF OPTIONS GRANTED

Balance as of July 31, 2022

Balance as of July 31, 2023

SUMMARY OF NUMBER OF OPTIONS GRANTED

Balance as of July 31, 2023 and 2024

Balance as of July 31, 2025

1 unchanged sentence

Exercisable as of July 31, 2025

641,100 options granted to directors and employees during the year ended July 31, 2023 vest quarterly over the two years from grant

weighted-average grant date per-share fair value of stock options granted during 2024 and 2023 was $ nil and $ 4.72 , respectively.

As of July 31, 2024, there are $ 786,570 of total unrecognized costs related to share-based compensation that is expected to be

recognized over a period of up to 0.75 years.

certain options are exercisable in

Canadian dollars and translated to US Dollars at year end.

January 16, 2025, the Company granted 333 stock options to a consultant at an exercise price of $ 60.00 per share.

All options vested

in full on April 16, 2025.

The options expire on January 16, 2030.

The grant-date fair value of the award was $ 16,242 .

weighted-average grant date per-share fair value of stock options granted during 2025 and 2024 was $ 48.77 and $ nil respectively.

As of July 31, 2025, there are $ nil of total unrecognized costs related to share-based compensation, as all costs have been fully

options are exercisable in Canadian dollars and translated to US Dollars at year end.

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

SHARE-BASED COMPENSATION (Cont.)

The following table lists the inputs to the Black-Scholes option-pricing model used for the fair value measurement of equity-settled

5 unchanged sentences

Risk-free interest rate

3.99 %- 4.23 %

Expected term (in years)

(*) There were no options grants during the year end July 31, 2024.

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2024 and 2023

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

SHARE-BASED COMPENSATION (Cont.)

were no options grants during the year end July 31, 2024.

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

OF OUTSTANDING AND EXERCISABLE OPTIONS

January 16, 2030

June 20, 2028

4 unchanged sentences

November 01, 2026

September 01, 2026

April 19, 2026

1 unchanged sentence

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

SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS

Options outstanding

July 31, 2024

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

June 20, 2028

7 unchanged sentences

March 29, 2026

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

SHARE-BASED COMPENSATION (Cont.)

Restricted Share Units

following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for year ended July 31, 2025:

OF RESTRICTED STOCK UNITS GRANTED

SCHEDULE OF RESTRICTED STOCK UNITS GRANTED

July 31, 2024

Balance, July 31, 2024

Exercised(ii)

July 31, 2025

January 16, 2025, the Company granted 5,833 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 333

RSUs to a consultant, which fully vested on April 16, 2025.

The fair value of these RSUs was $ 20,000 .

RSUs outstanding were exercised on July 13, 2025.

As a result, no RSUs remained outstanding as of July 31, 2025.

The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the years ended

July 31, 2025 and 2024 is comprised as follows:

OF SHARE-BASED COMPENSATION EXPENSES

SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES

ended July 31,

2 unchanged sentences

share-based compensation

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2024 and 2023

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

TAXES ON INCOME

6 unchanged sentences

$ 23,946,952 )

( 2,556,220 )

( 28,878,500 )

Loss before taxes on

1 unchanged sentence

$ ( 4,931,548 )

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

TAXES ON INCOME (Cont.)

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27 % (2024 - 27 %) to the effective tax

7 unchanged sentences

( 7,170,160 )

( 1,331,518 )

Tax rate changes and effect of taxes of subsidiaries

1 unchanged sentence

Share-based compensation and other non-deductible

Share issuance cost booked directly to equity

Adjustments in respect of prior periods

( 1,284,010 )

( 3,903,153 )

Effect of spin-out transaction

1 unchanged sentence

Income tax (recovery)

The Company had no income tax expense for the years ended July 31, 2024, and 2023, due to its history of operating losses and valuation

The Company had no income tax expense for the years ended July 31, 2025, and 2024, due to its history of operating losses and

valuation allowances.

Significant components of the Company’s deferred tax assets are as follows:

1 unchanged sentence

Deferred Tax Assets:

Property and equipment

Marketable Securities

15 unchanged sentences

( 4,053,520 )

Property, plant, and equipment

( 3,848,762 )

plant, and equipment

Total net deferred tax liabilities

( 4,101,290 )

( 3,909,887 )

Valuation allowance

1 unchanged sentence

(liabilities)

The Company has net deferred tax assets relating primarily to net operating loss (“NOL”) carryforwards, research and development,

and share issuance costs.

Subject to certain limitations, the Company may use these deferred tax assets to offset taxable income in future

Due to the Company’s history of losses and uncertainty regarding future earnings, a full valuation allowance has been recorded

against the Company’s deferred tax assets, as it is more likely than not that such assets will not be realized.

The net change in

the total valuation allowance for the year ended July 31, 2024, was $ 1,792,500 .

The Company has net deferred tax assets relating

primarily to net operating loss (“NOL”) carryforwards, research and development, and share issuance costs.

certain limitations, the Company may use these deferred tax assets to offset taxable income in future periods.

Company’s history of losses and uncertainty regarding future earnings, a full valuation allowance has been recorded against

the Company’s deferred tax assets, as it is more likely than not that such assets will not be realized.

The net change in the

total valuation allowance for the year ended July 31, 2025, was $ 1,792,500 .

Therapeutics Corp

3 unchanged sentences

TAXES ON INCOME (Cont.)

At July 31, 2024, the Company had US federal NOL carryforwards of approximately $ 26,405,000 .

The federal net operating

losses have expiry periods ranging between 2033 and indefinitely.

July 31, 2025, the Company had US federal NOL carryforwards of approximately $ 40,450,000 .

The federal net operating losses have expiry

periods ranging between 2033 and indefinitely.

The Company also has Canadian net operating loss carryovers of approximately $ 18,770,000

1 unchanged sentence

The Canadian net operating losses have expiry periods ranging between 2035 and 2045.

The Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions.

ASC 740-10 requires that the Company recognize the impact of a tax position in its financial statements if the position is more likely

than not to be sustained upon examination based on the technical merits of the position.

For the year ended July 31, 2024, the Company

had no material unrecognized tax benefits, and based on the information currently available, no significant changes in unrecognized tax

benefits are expected in the next 12 months.

Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions.

ASC 740-10 requires that

the Company recognize the impact of a tax position in its financial statements if the position is more likely than not to be sustained

upon examination based on the technical merits of the position.

For the year ended July 31, 2025, the Company had no material unrecognized

tax benefits, and based on the information currently available, no significant changes in unrecognized tax benefits are expected in the

next 12 months.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions as income tax

12 unchanged sentences

OF RELATED PARTY BALANCES

ended July 31,

Directors (*)

1 unchanged sentence

Due from related party

Excludes the CEO who is a director

Includes the CEO who is also a director

the CEO who is a director

the CEO who is also a director

The following related party balances are included in the consolidated balance sheets:

2 unchanged sentences

party, balance

Excludes the CEO who is a director

Includes the CEO who is also a director

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2024 and 2023

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

the CEO who is a director

the CEO who is also a director

FINANCIAL INCOME, NET

2 unchanged sentences

Interest income

Foreign exchange loss

Financial income, net

Unrealized gain on short-term investments

Interest Expense

Foreign exchange gain

Financial income

(expenses), net

Therapeutics Corp

to the Consolidated Financial Statements

the Years Ended July 31, 2025 and 2024

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

BASIC AND DILUTED NET LOSS PER SHARE

15 unchanged sentences

SUBSEQUENT EVENTS

On August 7, 2024, the

Company and BC Therapeutics amended the SPA, pursuant to which the Company could exercise the Second BC Therapeutics Option in traches

of at least 20,000 shares of BC Therapeutics at $ 1.25 per BC Therapeutics Share.

August 7, 2024 and on September 23, 2024, the Company transferred $ 25,000

on each date and received a total of 40,000

As of the date of this report the Company holds 460,000 shares in BC Therapeutics representing 56.1 % of the total issued and

outstanding shares of BC Therapeutics.

August 7, 2024, 100,000 of the prefunded warrants issued in the May 2024 Offering were exercised into 100,000 common shares of the

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

for aggregate gross proceeds of approximately $ 8.5 million before deducting placement agent fees and other offering expenses (the “September

2024 Offering”).

In addition, the Company issued 616,250 placement agent warrants.

The placement

agent warrants have a term of five years commencing September 11, 2024, are exercisable commencing March 11, 2025, and have an exercise

price of $ 0.8625 per common share.

October 2, 2024, the Company closed a registered direct offering for the purchase and sale of 5,128,500

common shares of the Company and warrants to purchase up to an aggregate of 5,128,000

common shares of the Company for aggregate gross proceeds of approximately $ 5.0

million before deducting placement agent fees and other offering expenses (the “October 2024 Offering”).

share was sold together with one warrant to purchase one common share at a combined purchase price of $ 0.975 .

The warrants have an exercise price of $ 0.85

per share, and are immediately exercisable for a period of five years from grant date (“October 2024 Warramts”).

In addition, the Company issued 256,425

placement agent warrants.

The placement agent warrants are immediately exercisable for a period of five years from grant date at an

exercise price of $ 1.21875 .

As of the date of this report, 345,000 October 2024 warrants were exercised for gross proceeds of $ 293,250 .

August 1, 2025, the Company granted 65,936 performance base restricted share units to the CEO, CFO, COO and VP Research.

The performance

milestones relate to the achievement of certain objectives as set out by the board of directors.

On the same day, the Company granted

37,700 stock options to certain employees and scientific advisory board members.

The stock options have an exercise price of $ 12.50 ,

vest quarterly over 2 years, and expire 5 years from the grant date.

On September 25, 2025, the Company granted 100,000 PSU’s to the chairman, linked to the milestones of the CEO and CMO and on the

same day, the Company granted 40,000 RSU’s to the non-executive directors.

The RSU’s best in three years from the date of

On August 25, 2025, the Company was awarded a non-dilutive research grant of approximately US$ 2.05 million from the U.S.

National Cancer

Institute (NCI) to advance the clinical development of Bria-PROS+™, the Company’s personalized off-the-shelf immunotherapy

for prostate cancer.

The grant will fund the completion of manufacturing of Bria-PROS+™ clinical supply and support the upcoming

Phase 1/2a clinical trial in metastatic prostate cancer.

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

What changed 10-K

Item 9A. Controls and Procedures