BriaCell Therapeutics Corp. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40101 BRIACELL THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) British Columbia, Canada 47-1099599 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 235 15 th Street, Suite 300 , West Vancouver , BC , V7T 2X1 (Address of Principal Executive Offices, including zip code) 604 - 921-1810 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common shares, no par value BCTX The Nasdaq Stock Market LLC Warrants to purchase common shares, no par value BCTXW The Nasdaq Stock Market LLC Warrants to purchase common shares, no par value BCTXZ The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐ Large accelerated filer ☐Accelerated filer ☒ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐ As of December 11, 2025, 1,883,906 common shares, no par value per share, of the Company were issued and outstanding. BRIACELL THERAPEUTICS CORP. Form 10-Q Table of Contents Page Part I. Financial Information 3 Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets as of October 31, 2025 (unaudited) and July 31, 2025 (audited) 3 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended October 31, 2025 and 2024 4 Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the three months ended October 31, 2025 and 2024 5 Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended October 31, 2025 and 2024 6 Notes to Unaudited Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk 21 Item 4. Controls and Procedures 22 Part II. Other Information 24 Item 1. Legal Proceedings 23 Item 1A. Risk Factors 23 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3. Defaults Upon Senior Securities 23 Item 4. Mine Safety Disclosures 23 Item 5. Other Information 23 Item 6. Exhibits 23 Part III. Signatures 24 2 PART I-FINANCIAL INFORMATION Item 1. Financial Statements BRIACELL THERAPEUTICS CORP. CONDENSED CONSOLIDATED BALANCE SHEETS October 31.2025 July 31, 2025 (Unaudited) (Audited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,714,012 $ 10,493,808 Short-term investments 7,461,960 7,372,473 Amounts receivable and prepaid expen ses 1,172,435 2,060,295 Total current assets 11,348,407 19,926,576 NON-CURRENT ASSETS: Equity investment in BC Therapeutics 554,448 524,278 Intangible assets, net 180,707 184,525 Property and equipment, net 273,980 296,819 Long term prepaid expenses 717,508 717,508 Total non-current assets 1,726,643 1,723,130 Total assets $ 13,075,050 $ 21,649,706 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Trade payables $ 2,128,915 $ 3,283,703 Accrued expenses and other payables 1,188,858 694,285 Total current liabilities 3,317,773 3,977,988 NON-CURRENT LIABILITIES: Warrant liability 406,873 337,672 Total non-current liabilities $ 406,873 $ 337,672 CONTINGENT LIABILITIES AND COMMITMENTS - - SHAREHOLDERS’ EQUITY: Share Capital of no par value – Authorized: unlimited at October 31, 2025 and July 31, 2025; Issued and outstanding: 1,883,906 shares at October 31, 2025 and July 31, 2025, respectively 101,739,923 101,739,923 Share-based payment reserved 10,610,826 10,316,140 Warrant reserve 17,719,026 17,719,026 Accumulated other comprehensive loss ( 138,684 ) ( 138,684 ) Non-controlling interest ( 627,558 ) ( 546,795 ) Accumulated deficit ( 119,953,129 ) ( 111,755,564 ) Total shareholders’ equity 9,350,404 17,334,046 Total liabilities and shareholders’ equity $ 13,075,050 $ 21,649,706 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 BRIACELL THERAPEUTICS CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) 2025 2024 Three months ended October 31, 2025 2024 Operating expenses: Research and development expenses $ 6,683,643 3,665,341 General and administrative expenses 1,639,300 1,487,491 Total operating expenses 8,322,943 5,152,832 Operating loss ( 8,322,943 ) ( 5,152,832 ) Financial income, net 158,646 11,714 Change in fair value of the warrant liability ( 69,201 ) ( 616,643 ) Share of loss on equity investment ( 44,830 ) ( 71,515 ) Net loss for the period $ ( 8,278,328 ) $ ( 5,829,276 ) Net loss attributable to non-controlling interest ( 80,763 ) ( 27,101 ) Net loss for the period attributable to BriaCell ( 8,197,565 ) ( 5,802,175 ) Net loss per share attributable to BriaCell – basic and diluted $ ( 4.35 ) $ ( 32.67 ) Weighted average number of shares used in computing net basic and diluted loss per share of common stock 1,883,906 177,606 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 BRIACELL THERAPEUTICS CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 Number Amount capital reserve loss deficit Interest (deficit) Share capital Additional paid in Warrant Accumulated other comprehensive Accumulated Non- Controlling Total shareholders’ equity Number Amount capital reserve loss deficit Interest (deficit) Balance, July 31, 2024 121,907 $ 72,166,414 $ 9,189,261 $ 1,844,296 $ ( 138,684 ) $ ( 85,443,697 ) $ ( 302,522 ) $ ( 2,684,932 ) Issuance of Options - - 266,971 - - - - 266,971 Exercise of prefunded warrants 667 - - - - - - - Exercise of broker warrants 2,300 442,677 - ( 149,426 ) - - - 293,251 Issuance of units 116,356 9,431,650 - 2,235,351 - - - 11,667,001 Net loss for the period - - - - - ( 5,802,175 ) ( 27,101 ) ( 5,829,276 ) Balance, October 31, 2024 241,229 $ 82,040,741 $ 9,456,232 $ 3,930,221 $ ( 138,684 ) $ ( 91,245,872 ) $ ( 329,623 ) $ 3,713,015 Share capital Additional paid in Warrant Accumulated other comprehensive Accumulated Non- Controlling Total shareholders’ Number Amount capital reserve loss deficit Interest equity Balance, July 31, 2025 1,883,906 $ 101,739,923 $ 10,316,140 $ 17,719,026 $ ( 138,684 ) $ ( 111,755,564 ) $ ( 546,795 ) $ 17,334,046 Balance 1,883,906 $ 101,739,923 $ 10,316,140 $ 17,719,026 $ ( 138,684 ) $ ( 111,755,564 ) $ ( 546,795 ) $ 17,334,046 Issuance of Options - - 294,686 - - - - 294,686 Net loss for the period - - - - - ( 8,197,565 ) ( 80,763 ) ( 8,278,328 ) Balance, October 31, 2025 1,883,906 $ 101,739,923 $ 10,610,826 $ 17,719,026 $ ( 138,684 ) $ ( 119,953,129 ) $ ( 627,558 ) $ 9,350,404 Balance 1,883,906 $ 101,739,923 $ 10,610,826 $ 17,719,026 $ ( 138,684 ) $ ( 119,953,129 ) $ ( 627,558 ) $ 9,350,404 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 BRIACELL THERAPEUTICS CORP. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) 2025 2024 Three months ended October 31, 2025 2024 Cash flow from operating activities Net loss for the period $ ( 8,278,328 ) $ ( 5,829,276 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization 3,818 3,818 Financial expenses, net ( 89,487 ) - Depreciation 22,839 22,839 Share-based compensation 294,686 266,971 Equity losses 44,830 71,515 Change in fair value of warrants 69,201 616,643 Changes in working capital: Decrease in amounts receivable and prepaid expenses 887,860 364,935 Decrease in accounts payable ( 1,154,788 ) ( 2,936,813 ) Increase in accrued expenses and other payables 494,573 464,292 Total cash flow from operating activities ( 7,704,796 ) ( 6,955,076 ) Cash flows from Investing activities Equity investment in BC Therapeutics ( 75,000 ) ( 75,000 ) Total cash flow from investing activities ( 75,000 ) ( 75,000 ) Cash flows from financing activities Proceeds from exercise of warrants - 293,251 Proceeds from the issuance of shares, net of issuance costs - 11,667,001 Total cash flow from financing activities - 11,960,252 Increase (decrease) in cash and cash equivalents ( 7,779,796 ) 4,930,176 Cash and cash equivalents at beginning of the period 10,493,808 862,089 Cash and cash equivalents at end of the period $ 2,714,012 $ 5,792,265 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 1: GENERAL AND GOING CONCERN a. BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) was incorporated under the Business Corporations Act (British Columbia) on July 26, 2006 and is listed on the Toronto Stock Exchange (“TSX”) under the symbol “BCT”. The Company also trades on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX”, “BCTXW” and “BCTXZ”. b. BriaCell is an immuno-oncology biotechnology company. The Company is currently advancing its Bria-IMT targeted immunotherapy program against end-stage breast cancer to Phase 3 study which has been approved by the FDA. BriaCell is also developing a personalized off-the-shelf immunotherapy, Bria-OTS™, and a soluble CD80 protein therapeutic which acts both as a stimulator of the immune system as well as an immune checkpoint inhibitor. c. Basis of presentation of the financial statements: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the U.S Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting of a normal recurring nature which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report for the year ended July 31, 2025, filed with the SEC on October 16, 2025. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. d. Going concern The Company continues to devote substantially all of its efforts toward research and development activities. In the course of such activities, the Company has sustained operating losses and expects such losses to continue in the foreseeable future. The Company’s accumulated deficit as of October 31, 2025 was $ 119,953,129 and negative cash flows from operating activities during the three-month period ended October 31, 2025 was $ 7,704,796 . 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 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 condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company not be able to continue as a going concern. e. The Company has two wholly-owned U.S. subsidiaries: (i) BriaCell Therapeutics Corp. (“BTC”), which was incorporated in April 3, 2014, under the laws of the state of Delaware, and (ii) BTC has a wholly-owned subsidiary, Sapientia Pharmaceuticals, Inc. (“Sapientia”), which was incorporated in September 20, 2012, under the laws of the state of Delaware. The Company also has one Canadian subsidiary: BriaPro Therapeutics Corp, (“BriaPro”) which was incorporated on May 15, 2023, under the Business Corporations Act (British Columbia). 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”). 7 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES a. Use of estimates : The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include the determination of the fair value of warrant liabilities, which are measured using valuation models that require assumptions such as share price volatility, expected term, and risk-free interest rates. Changes in these inputs could materially impact the valuation of the warrant liability and the amounts recognized in the condensed consolidated financial statements. b. 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, 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. c. The useful life of property and equipment Property and equipment are depreciated over their useful lives. Useful lives are based on management’s estimates of the period that the assets will be used which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the amounts charged to the consolidated statement of operations and comprehensive loss in specific periods. d. Investment equity method : Investments in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using the equity method, with the Company’s share of losses reported in the loss from equity method investments on the statements of operation and comprehensive loss. The Company has a 65 % interest in BC Therapeutics. Management evaluates whether it has control over the investee in accordance with the guidance of ASC 810, which requires judgment to assess factors such as power over significant activities of the investee, exposure to variable returns, and the ability to affect those returns. Based on this evaluation, management determines whether control or significant influence is present for accounting purposes. e. Segment reporting : The Company manages its business activities on a consolidated basis and operates as one reportable segment. The Company’s operations are focused on the research and development of its immunotherapy product candidates and related supporting activities. The Chief Executive Officer is identified as the Company’s Chief Operating Decision Maker (“CODM”). The accounting policies of the segment are the same as those used in the condensed consolidated financial statements. The CODM evaluates the Company’s performance and allocates resources using consolidated financial information, including net loss and cash flow forecasts. The Company’s significant expenses, which consist primarily of research and development and general and administrative expenses, are consistent with the captions presented on the consolidated statements of operations and comprehensive loss. f. Share-based compensation : The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation – Stock Compensation”, which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service. The Company has selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The Company recognizes forfeitures of equity-based awards as they occur. Restricted share units use the share price on the grant date to determine the fair value of the restricted share unit award. For performance-based stock units (“PSUs”) that do not contain market conditions, the Company measures the grant-date fair value using the closing price of the common stock on the date of grant. Compensation cost for these awards is recognized over the requisite service period based on the number of awards that are expected to vest. Management evaluates the probability of achieving the applicable performance conditions each reporting period and adjusts the expense recognition accordingly. As of the date of this report, the Company has issued stock options, RSUs, and PSUs that do not contain market conditions. g. Recently issued and adopted accounting standards : As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. The pronouncements below relate to standards that impact the Company. 8 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) 1. In January 2025, the FASB issued ASU 2025-01 - Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. 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. This 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. 2. 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 . This 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. NOTE 3: INVESTMENT IN BC THERAPEUTICS INC . On December 21, 2021, the Company and BC Therapeutics, Inc. (“BC Therapeutics” or “the Investee”) entered a share purchase agreement (“SPA”), pursuant to which the Company initially provided a loan of $ 300,000 to BC Therapeutics, with no interest to be paid. Subsequently, in accordance with the SPA, this loan was converted into an equity investment in BC Therapeutics at a rate of $ 1.25 per share, resulting in a 37.5 % ownership interest (“Initial Investment”). Pursuant to the SPA (“Initial Investment”), Briacell also received two options to invest an additional $ 225,000 per option at $ 1.25 per BC Therapeutics share. The first option expired on February 15, 2024 (“First BC Therapeutics Option”) and the second option expired on June 30, 2024 (“Second BC Therapeutics Options”, together, the “BC Therapeutic Options”). In accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued at $ 76,350 in accordance with the Black Scholes Option Price Model, using the following assumptions: Share price: $ 1.25 , Exercise price: $ 1.25 , Dividend yield: 0 %, Risk free interest rate: 4.902 %, Volatility: 100 %. BC Therapeutics has a board of four representatives, with two representatives appointed by BriaCell and two representatives appointed by the existing shareholders. All significant decisions related to BC Therapeutics require the approval of at least a majority of the board members. The Company initially acquired a significant interest in BC Therapeutics on February 1, 2024, by exercising the First BC Therapeutics Option, increasing its ownership to 51.2 %. On August 7, 2024, following the expiration of the original Second BC Therapeutics Option, the Company and BC Therapeutics amended the SPA to introduce new options, allowing the exercise in tranches of at least 20,000 shares at $ 1.25 per share. 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 three-month period ended October 31, 2025, the Company exercised this option in totaling $ 75,000 and received 60,000 shares. As of October 31, 2025, the Company holds 744,000 of the 1,144,000 issued and outstanding shares in BC Therapeutics, representing a 65 % ownership interest. In addition, 100,000 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. In accordance with ASC 810, the Company continues to account for the investment under the equity method of accounting as the Company does not exercise control over BC Therapeutics. 9 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) Changes in the Company’s equity investment in BC Therapeutics is summarized as follows: SCHEDULE OF CHANGES IN INVESTMENT Balance – August 1, 2024 $ 418,490 Funding (including the value of the BC Therapeutics Options) 330,000 Share of losses ( 224,212 ) Balance – July 31, 2025 524,278 Funding (including the value of the BC Therapeutics Options) 75,000 Share of losses ( 44,830 ) Balance – October 31, 2025 $ 554,448 The following amounts represent the Company’s 65% share of the assets of BC Therapeutics (July 31, 2025 – 63.1%): SCHEDULE OF ASSETS AND LIABILITIES OF BC THERAPEUTICS As of October 31, 2025 Current assets: Cash $ 3,527 Net assets $ 3,527 NOTE 4: CONTINGENT LIABILITIES AND COMMITMENTS a. BriaPro Warrants Upon 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. As of 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. b. Lease The Company has a month-to-month commitment for office and lab space in Philadelphia, PA, costing approximately $ 43,000 per month. NOTE 5: FAIR VALUE MEASUREMENTS The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of October 31, 2025 and July 31, 2025: SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurements at October 31, 2025 July 31, 2025 Level 1 Level 2 Total Level 1 Level 2 Total Financial Assets: Cash and cash equivalents 2,714,012 - 2,714,012 10,493,808 - 10,493,808 Short-term investments 7,461,960 - 7,461,960 7,372,473 - 7,372,473 Total assets measured at fair value $ 10,175,972 $ - $ 10,175,972 $ 17,866,281 $ - $ 17,866,281 Financial liabilities: Warrants liability 233,029 173,844 406,873 151,586 186,086 337,672 Total liabilities measured at fair value $ 233,029 $ 173,844 $ 406,873 $ 151,586 $ 186,086 $ 337,672 10 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) We classify our cash and cash equivalents and the liability in respect of publicly traded warrants within Level 1 because we use quoted market prices in active markets. The Company also holds Level 1 short-term investments with coupon rates ranging between 3 % and 5.51 %, which are measured using quoted prices in active markets. The fair value of the warrant liability for non-public warrants is measured using inputs other than quoted prices included in Level 1 that are observable for the liability either directly or indirectly, and thus are classified as Level 2 financial instruments. NOTE 6: SHAREHOLDERS’ EQUITY a. Authorized share capital The authorized share capital consists of an unlimited number of common shares with no par value. b. Issued share capital (i) Reverse Stock Split: On 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”). As 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. Following 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. All share and per share amounts in the accompanying condensed 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. (ii) The Company did no t issue any shares during the three-month period ended October 31, 2025. 11 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 6: SHAREHOLDERS’ EQUITY (Cont.) c. Share Purchase Warrants (i) There were no changes in share purchase warrants for the three-month period ended October 31, 2025. (ii) As of October 31, 2025, share purchase warrants outstanding were as follows: SCHEDULE OF WARRANTS OUTSTANDING Number of Warrants Exercise Price Exercisable At October 31, 2025 Expiry Date (*) 346 $ 588.62 346 November 16, 2025 (*) 25,978 $ 796.88 25,978 February 26, 2026 – April 26, 2026 (*) 27,820 $ 928.50 27,820 December 7, 2026 16,019 $ 316.50 16,019 November 17, 2029 27,753 $ 127.50 27,753 October 2, 2029 49,333 $ 140.63 49,333 December 12, 2029 306,665 $ 52.50 306,665 April 28, 2030 1,200,000 $ 15.00 1,200,000 July 15, 2030 1,653,914 1,653,914 (*) Briacell Legacy Warrants – see note 1(e) and note 4(a) d. Compensation Warrants (i) There were no changes in compensation warrants for the three-month period ended October 31, 2025. (ii) As of October 31, 2025, compensation warrants outstanding were as follows: SCHEDULE OF WARRANTS OUTSTANDING Number of Warrants Exercise Price Exercisable At October 31, 2025 Expiry Date (*) 34 $ 588.62 34 November 16, 2025 (*) 113 $ 796.88 113 February 26, 2026 (*) 164 $ 928.50 164 June 7, 2026 333 $ 348.00 333 May 17, 2029 4,108 $ 129.38 4,108 September 12, 2029 1,709 $ 182.81 1,709 October 2, 2029 2,466 $ 140.63 2,466 December 12, 2029 3,812 $ 50.00 3,812 February 5, 2030 15,333 $ 56.50 15,333 April 28, 2030 28,072 28,072 (*) Briacell Legacy Warrants – see note 1(e) and note 4(a) 12 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 6: SHAREHOLDERS’ EQUITY (Cont.) e. Warrant liability continuity The following table presents the summary of the changes in the fair value of the warrants: SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS Warrants liability Balance as of August 1, 2025 $ 337,672 Change in fair value during the period 69,201 Balance as of October 31, 2025 $ 406,873 The key inputs used in the valuation of the non-public warrants as of October 31, 2025 and at July 31, 2025 were as follows: SCHEDULE OF VALUATION OF PUBLIC OFFERING BROKER WARRANTS October 31, 2025 July 31, 2025 Share price $ 11.00 $ 7.50 Exercise price $ 796.88 - 928.50 $ 796.88 - 928.50 Expected life (years) 0.32 - 1.10 0.57 - 1.35 Volatility 160 - 193 % 157 - 209 % Dividend yield 0 % 0 % Risk free rate 3.69 - 3.83 % 4.10 % The key inputs used in the valuation of the of the BriaPro Warrant Shares as of October 31, 2025 were as follows: SCHEDULE OF BRIA PRO WARRANTS August 31, 2023 (Effective Date) October 31, 2025 Share price $ 0.0365 $ 0.0365 Exercise price $ 0.0206 - 0.0308 $ 0.0206 - 0.0308 Expected life (years) 2.21 - 3.27 $ 0.30 - 1.35 Volatility 100 % 89 - 193 % Dividend yield 0 % 0 % Risk free rate 4.40 % 2.21 - 2.29 % 13 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 7: SHARE-BASED COMPENSATION a. On August 2, 2022, the Company approved an omnibus equity incentive plan (“Omnibus Plan), which will permit the Company to grant incentive stock options, preferred share units, restricted share units (“RSU’s”), performance-based share units (“PSUs”), and deferred share units (collectively, the “Awards”) for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary of the Company. The maximum number of shares available for issuance under the Omnibus Plan shall not exceed 15 % of the issued and outstanding Shares, from time to time, less the number of Shares reserved for issuance under all other security-based compensation arrangements of the Company, including the existing Stock Option Plan. On February 9, 2023, the Omnibus Plan was approved by the shareholders. b. The following table summarizes the number of options granted to directors, officers, employees and consultants under the option plan for three-month period ended October 31, 2025 and related information: SUMMARY OF NUMBER OF OPTIONS GRANTED Number of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Balance as of July 31, 2025 13,251 $ 896.61 1.62 $ - Granted (i) 37,700 12.50 4.75 - Balance as of October 31, 2025 50,951 242.15 3.87 - Exercisable as of October 31, 2025 17,964 $ 663.87 2.26 $ - (i) On August 1, 2025, the Company granted 37,700 stock options to employees and members of the scientific advisory board at an exercise price of $ 12.50 per share. All options vest quarterly over two years. The options expire on August 1, 2030. The grant-date fair value of the award was $ 218,784 . The fair value of options granted during the three-month period ended October 31, 2025 was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected volatility of 116 %, expected term of 5.0 years, risk-free interest rate of 3.98 %, dividend yield of 0 %, and a stock price of $ 7.50 on the grant date. As of October 31, 2025, there are $ 1,734,610 of total unrecognized costs related to share-based compensation that is expected to be recognized over a period of up to 2.75 years. 14 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 7: SHARE-BASED COMPENSATION (Cont.) c. The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of October 31, 2025 SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Exercise price Options outstanding as of October 31, 2025 Weighted average remaining contractual term (years) Options exercisable as of October 31, 2025 Weighted average remaining contractual term (years) Expiry Date $ 12.50 37,700 4.75 4,713 4.75 August 01, 2030 $ 60.00 333 4.20 333 4.20 January 16, 2030 $ 904.50 2,663 2.64 2,663 2.64 June 20, 2028 $ 1,074.00 136 2.33 136 2.33 February 27, 2028 $ 907.97 1,195 1.76 1,195 1.76 August 02, 2027 $ 706.50 206 1.56 206 1.56 May 20, 2027 $ 1,126.50 1,000 1.29 1,000 1.29 February 16, 2027 $ 1,270.50 3,160 1.20 3,160 1.20 January 13, 2027 $ 1,074.83 81 1.00 81 1.00 November 01, 2026 $ 636.00 400 0.47 400 0.47 April 19, 2026 $ 636.00 4,077 0.41 4,077 0.41 March 29, 2026 50,951 17,964 d. As result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of October 31, 2025: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Exercise Price Options outstanding as of October 31, 2025 Options exercisable as of October 31, 2025 Expiry Date $ 0.0933 440,000 440,000 June 20, 2028 $ 0.1108 21,000 21,000 February 27, 2028 $ 0.0984 180,100 180,100 August 02, 2027 $ 0.0729 31,000 31,000 May 20, 2027 $ 0.1162 150,000 150,000 February 16, 2027 $ 0.1310 524,700 524,700 January 13, 2027 $ 0.1165 12,600 12,600 November 01, 2026 $ 0.0888 100,000 100,000 September 01, 2026 $ 0.0656 60,000 60,000 April 19, 2026 $ 0.0656 612,000 612,000 March 29, 2026 2,131,400 2,131,400 e. Restricted Share Units The following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for three-month period ended October 31, 2025: SCHEDULE OF RESTRICTED STOCK UNITS GRANTED Number of RSU’s Aggregate outstanding intrinsic value Balance, July 31, 2025 - $ - Granted (i) 40,000 376,000 Balance, October 31, 2025 40,000 $ 440,000 (i) On September 24, 2025, the Company granted 40,000 RSUs to directors under the Omnibus Plan. These RSUs vest in full on the earlier of September 23, 2028 or the occurrence of a change of control, resignation, or dismissal without cause. The grant-date fair value of these RSUs was $ 376,000 . 15 BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 7: SHARE-BASED COMPENSATION (Cont.) f. Performance Share Units The following table summarizes the number of PSU’s granted under the Omnibus Plan for three-month period ended October 31, 2025: SCHEDULE OF PERFORMANCE SHARE UNITS GRANTED Number of PSU’s Aggregate outstanding intrinsic value Balance, July 31, 2025 - $ - Granted (i) 165,935 1,434,513 Balance, October 31, 2025 165,935 $ 1,825,285 (i) On August 1, 2025, the Company granted 165,935 performance-based stock units (“PSUs”) to the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief Medical Officer (“CMO”), and Chief Scientific Officer (“CSO”) under the Omnibus Plan. These PSUs contain performance conditions tied to the advancement of the Company’s Bria-IMT Phase 3 program, the Bria-OTS program, and certain corporate and governance objectives. The grant-date fair value of the PSUs awarded to these officers totaled $ 353,228 . The PSUs awarded to the CMO and CSO include milestones related to the Bria-OTS program, with grant-date fair values of $ 70,643 each . The CFO’s PSUs relate to corporate and financial reporting objectives, with a grant-date fair value of $ 70,643 . On September 24, 2025, the Company granted 100,000 PSUs to a director under the Omnibus Plan. These PSUs contain performance conditions related to the Company’s corporate, strategic, and governance objectives. The grant-date fair value of this award was $ 940,000 , determined using the closing price of the Company’s common stock on the grant date. The fair value of all PSU awards was determined using the closing price of the Company’s common stock on the respective grant dates. In accordance with ASC 718, management evaluates the probability of achieving each performance condition at each reporting date. As of October 31, 2025, management has determined that achievement of the applicable performance conditions is probable. Compensation cost is recognized over the requisite service period on a graded vesting (tranche-by-tranche) basis. As of October 31, 2025, no PSUs were vested or issuable, as all awards remained subject to their performance conditions. See Note 9 for PSUs that vested subsequent to the balance sheet date. g. The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three-month period ended October 31, 2025, and 2024 is comprised as follows: SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES Three months ended October 31, 2025 2024 Research and development expenses $ 83,431 32,718 General and administrative expenses 211,255 234,253 Total share-based compensation $ 294,686 266,971 NOTE 8: FINANCIAL INCOME (EXPENSES), NET SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET 2025 2024 Three months ended October 31, 2025 2024 Interest income $ 48,482 $ 13,050 Unrealized gain on short-term investments 89,487 - Foreign exchange loss 20,677 ( 1,336 ) Financial income, net $ 158,646 $ 11,714 NOTE 9: SUBSEQUENT EVENTS Subsequent to the balance sheet date, 1,177 PSU’s relating to the Company’s CFO vested. 16 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. References to the “Company,” “our,” “us” or “we” refer to BriaCell Therapeutics Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Introduction This Management’s Discussion and Analysis (“MD&A”) should be read together with other information, including our unaudited condensed interim consolidated financial statements and the related notes to those statements included in Part I, Item 1 of this Quarterly Report (the “Condensed Consolidated Financial Statements”), our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended July 31, 2025 (the “Annual Report”) and Part I, Item 1A, Risk Factors, of the Annual Report. This MD&A provides additional information on our business, recent developments, financial condition, cash flows and results of operations, and is organized as follows: ● Part 1 - Business Overview. This section provides a general description of our business, which we believe is important in understanding the results of our operations, financial condition, and potential future trends. ● Part 2 - Results of Operations. This section provides an analysis of our results of operations for the first quarter of fiscal 2025 in comparison to the first quarter of fiscal 2024. ● Part 3 - Financial Liquidity and Capital Resources. This section provides an analysis of our cash flows and outstanding debt and commitments. Included in this analysis is a discussion of the amount of financial capacity available to fund our ongoing operations and future commitments. We prepare and report our unaudited Condensed Consolidated Financial Statements in accordance with U.S. GAAP. Our unaudited Condensed Consolidated Financial Statements, and the financial information contained herein, are reported in U.S Dollars. Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Overview BriaCell Therapeutics Corp. (“Briacell” or the “Company”) is a clinical-stage biotechnology company that is developing novel immunotherapies to transform cancer care. Immunotherapies have come to the forefront in the fight against cancer as they harness the body’s own immune system to recognize and destroy cancer cells. The Company is currently advancing its Bria-IMT™ targeted immunotherapy in combination with an immune check point inhibitor (Retifanlimab) in a pivotal 1 Phase 3 study in metastatic breast cancer (listed on ClinicalTrials.gov as NCT06072612 ). Bria-IMT™ is currently under Fast Track Designation by the U.S. Food and Drug Administration (the “FDA”) intended to accelerate the review process of novel treatments that address unmet medical needs. Positive completion of the pivotal study, following review by FDA, could lead to full approval of the Bria-IMT™ immune checkpoint inhibitor combination in metastatic breast cancer. BriaCell has reported benchmark-beating patient survival and clinical benefit in metastatic breast cancer with median overall survival of 13.4 months in BriaCell’s metastatic breast cancer patients vs. 6.7-9.8 months 2 for similar patients reported in the literature in its Phase 2 study of Bria-IMT™ combination study with retifanlimab. Additionally, BriaCell reported median overall survival of 16.5 months in Phase 2 Bria-IMT™ study patients treated in combination with immune checkpoint inhibitor in patients treated with the Phase 3 formulation since 2022 (post-COVID). A completed Bria-IMT™ Phase 1/2 combination study with retifanlimab (an anti-PD1 antibody manufactured by Incyte) confirmed tolerability and early-stage efficacy (listed on ClinicalTrials.gov as NCT03328026 ). BriaCell Phase 1/2 Study of Bria-OTS™, BriaCell’s personalized off-the-shelf immunotherapy, also known as Bria-BRES™, in metastatic breast cancer is ongoing (listed on ClinicalTrials.gov as NCT06471673 ). The first patient treated with 4 inoculations of cells (single agent) demonstrated complete resolution of a lung metastasis. BriaCell is currently developing Bria-OTS™ and its advanced form, Bria-OTS+™, as a platform technology for personalized off-the-shelf immunotherapies for numerous types of cancer. In September 2024, the Company announced BriaCell had received positive feedback from its Pre-Investigational New Drug Application (Pre-IND) meeting with FDA for Bria-PROS+™ for prostate cancer. 17 Recent Developments During the period from August 1, 2025 through to the date of this report, we announced a number of corporate, financing and R&D developments. On August 21, 2025, our board approved a consolidation of the Company’s issued and outstanding common shares on the basis of one post-consolidation common share for every ten pre-consolidation common shares, primarily to help ensure continued compliance with Nasdaq Capital Market listing requirements. The consolidation became effective on August 25, 2025, with the post-consolidation common shares commencing trading on the Toronto Stock Exchange and Nasdaq on that date. We also strengthened our non-dilutive funding and external collaborations. On August 13, 2025, we announced acceptance into Memorial Sloan Kettering Cancer Center’s (MSK’s) 2025 Therapeutics Accelerator Cohort program for the Bria-OTS+™ platform, which includes the Bria-BRES+™ product candidate for breast cancer. On August 25, 2025, we reported that we had been awarded a US$2.0 million Small Business Innovation Research (SBIR) grant from the U.S. National Cancer Institute (NCI) to advance Bria-PROS+™ in prostate cancer, providing non-dilutive funding to support manufacturing and planned clinical evaluation activities for this program On October 21, 2025, we further announced a collaboration with MSK’s Therapeutics Accelerator program focused on the Bria-OTS+ platform. The collaboration includes support for manufacturing, IND development and clinical protocol work for a planned Phase 1 study of Bria-BRES+ in breast cancer, and is intended to help accelerate clinical development of Bria-OTS+ across multiple cancer indications. We continued to advance our pivotal Phase 3 clinical study of Bria-IMT™ plus an immune checkpoint inhibitor (CPI) in metastatic breast cancer (MBC). On October 13, 2025, we announced plans to present positive biomarker data from this ongoing trial at the ESMO 2025 Congress, highlighting that biomarkers identified in our prior Phase 2 study showed similar trends in the Phase 3 setting, and that a delayed-type hypersensitivity response appeared to be associated with longer progression-free survival in a blinded analysis of Phase 3 patients, with no new safety or tolerability issues identified.globenewswire.com On October 21, 2025, we reported that 79 clinical sites across 23 U.S. states were enrolling patients in the Phase 3 study, including new participation by Dartmouth Cancer Center, Cedars-Sinai Medical Center and Winship Cancer Institute of Emory University, and indicated that top-line data could be available as early as the first half of 2026, subject to event accrual.globenewswire.com On October 22, 2025, we disclosed that the independent Data Safety Monitoring Board (DSMB) had issued a fourth consecutive positive recommendation following review of safety data from the Phase 3 trial, identifying no safety concerns and recommending that the study continue without modification; the trial is being conducted under U.S. FDA Fast Track designation. We also expanded our clinical data-generation activities for Bria-IMT at major oncology conferences. In November and December 2025, we announced a series of forthcoming presentations at the 2025 San Antonio Breast Cancer Symposium (SABCS®). On November 18 and November 25, 2025, we reported that three BriaCell posters had been accepted, which together will present updated overall survival data from the Phase 2 study of Bria-IMT plus CPI in MBC and positive biomarker findings from the pivotal Phase 3 study.app.researchpool.com+1 On December 2, 2025, we confirmed that these SABCS presentations, scheduled for December 10, 2025, will highlight survival and clinical benefit data from the Phase 2 program as well as key Phase 3 biomarker data, and reiterated that an interim overall survival analysis in the pivotal Phase 3 trial is expected in the first half of 2026. In parallel, we continued to develop our next-generation Bria-OTS+™ off-the-shelf cell-based immunotherapy platform. On October 3, 2025, we announced plans to present preclinical data on Bria-OTS+ at the Society for Immunotherapy of Cancer (SITC) 2025 Annual Meeting, followed on November 4, 2025 by a release describing a SITC poster to showcase anti-tumor activity of Bria-OTS+ in breast and prostate cancer models, and the ongoing GMP manufacturing of lead candidates Bria-BRES+ and Bria-PROS+ in preparation for clinical trials.globenewswire.com+2BriaCell+2 On November 7, 2025, we reported preclinical results presented at SITC 2025 indicating that Bria-OTS+ induced rapid and durable anti-cancer activity in preclinical models by engaging both innate and adaptive immune responses, and that both Bria-BRES+ and Bria-PROS+ increased tumor cell cytotoxicity in these models. Finally, we continued to broaden our pipeline beyond cell-based immunotherapies. On November 20, 2025, we announced a collaboration between our subsidiary BriaPro Therapeutics Corp. and Receptor.AI to apply Receptor.AI’s artificial intelligence platform to design highly selective anti-cancer kinase inhibitor candidates. The collaboration is intended to expand BriaPro’s small-molecule oncology pipeline and complements our existing cell-based programs, with the goal of accelerating development of next-generation cancer therapeutics with improved efficacy and safety profiles. Results of Operations for the Three Months Ended October 31, 2025, and 2024 Three months ended October 31, 2025 2024 Operating expenses: Research and development expenses $ 6,683,643 3,665,341 General and administrative expenses 1,639,300 1,487,491 Total operating expenses 8,322,943 5,152,832 Operating loss (8,322,943 ) (5,152,832 ) Financial income, net 158,646 11,714 Change in fair value of the warrant liability (69,201 ) (616,643 ) Share of loss on equity investment (44,830 ) (71,515 ) Net loss for the period $ (8,278,328 ) $ (5,829,276 ) Net loss attributable to non-controlling interest (80,763 ) (27,101 ) Net loss for the period attributable to BriaCell (8,197,565 ) (5,802,175 ) Net loss per share attributable to BriaCell – basic and diluted $ (4.35 ) $ (32.67 ) Weighted average number of shares used in computing net basic and diluted earnings per share of common stock 1,883,906 177,606 18 Research and Development Costs Research costs are comprised primarily of (i) salaries and wages to Company employees at our laboratory and (ii) clinical trials and investigational drug costs, which include the testing and manufacture of our investigational drugs and costs of our clinical trials. The following is a breakdown of our research and development costs by nature of expenses: Three months ended October 31, 2025 2024 Clinical trial sites and investigational drug costs $ 4,863,199 $ 2,439,667 Wages and salaries 1,303,702 949,089 Laboratory Rent 124,610 114,330 Supplies 276,657 99,430 Depreciation 22,839 22,839 Professional fees 9,205 7,268 Share-based compensation 83,431 32,718 $ 6,683,643 $ 3,665,341 For the three-month period ended October 31, 2025, total research and development expenses were $6,683,643, compared to $3,665,341 for the three-month period ended October 31, 2024. The increase was primarily driven by higher clinical trial sites and investigational drug costs, which rose from $2,439,667 in 2024 to $4,863,199 in 2025. The increase reflects the progression of the pivotal Phase 3 trial, including higher patient-related costs, expanded site activity, and increased investigational product usage. Wages and salaries increased from $949,089 in 2024 to $1,303,702 in 2025, reflecting higher headcount and additional personnel required to support clinical operations and ongoing development programs. Laboratory rent increased to $124,610 in 2025, compared to $114,330 in 2024, due to expanded utilization of laboratory space and related facility charges. Supplies increased from $99,430 in 2024 to $276,657 in 2025, reflecting increased consumable usage driven by greater clinical and laboratory activity during the current period. Depreciation expense was consistent year over year at $22,839 for both periods. Professional fees increased from $7,268 in 2024 to $9,205 in 2025, primarily due to higher consulting, regulatory, and scientific support related to advancing clinical development. Share-based compensation increased from $32,718 in 2024 to $83,431 in 2025, reflecting a higher level of equity-based awards outstanding during the period. Our clinical trial expenses are broken down as follows: Three months ended October 31, 2025 2024 Bria-IMT™ Pivotal Phase 3 study $ 3,792,951 $ 2,446,461 Bria-IMT™ Phase 1/2a 163,204 184,042 Bria-OTS™ Phase 1/2a 988,038 77,588 $ 4,944,193 $ 2,708,091 Clinical trial expenses for the three months ended October 31, 2025, were $4,944,193, compared to $2,708,091 during the same period in 2024. The increase reflects higher spending across both the Bria-IMT™ pivotal Phase 3 program and the Bria-OTS™ Phase 1/2a program. Phase 3 costs increased as the study advanced, enrolled more patients, and required greater clinical support, while Bria-OTS™ expenses rose substantially as the program moved into the clinic. Together, these programs account for the majority of the year-over-year increase in clinical trial expenses. For the three-month period ended October 31, 2025, Bria-IMT™ Pivotal Phase 3 Study costs were $3,792,951, compared to $2,446,461 in 2024. The increase reflects the study moving into a more cost-intensive stage, with higher charges related to CRO services, enrolling and treating more patients, central lab work, and clinical supply management. Several scheduled billing milestones also fell within the current quarter, contributing to the higher spend as the Phase 3 program progresses. For the three-month period ended October 31, 2025, Bria-IMT™ Phase 1/2a expenses were $163,204, compared to $184,042 in 2024. The decrease reflects the continued wind-down of the program following its completion in fiscal 2024, with current-period activity limited to residual close-out and data-related tasks. Costs remain modest and are expected to taper further as final wrap-up items are completed. For the three-month period ended October 31, 2025, Bria-OTS™ Phase 1/2a expenses were $988,038, compared to $77,588 in 2024. The substantial increase reflects the rapid advancement of the OTS program as we move into the clinic. Current-period costs include expanded preclinical development activities, enrolling and treating more patients, GMP manufacturing of Bria-BRES+ and Bria-PROS+, and increased regulatory, analytical, and operational work needed to support the next-generation Bria-OTS+ platform. The investment aligns with the program’s progression toward first-in-human evaluation and the broader expansion of OTS across multiple solid tumor indications. 19 General and Administrative Expenses For the three-month period ended October 31, 2025, general and administrative expenses were $1,639,300, compared to $1,487,491 for the same period in 2024. The increase was driven primarily by higher shareholder communications costs and increased wages and salaries, partly offset by lower professional fees, consulting, insurance, and travel expenses. Financial income (expenses), net For the three-month period ended October 31, 2025, the Company recorded net financial income of $158,646, compared to $11,714 in the same period of 2024. The increase is mainly attributable to higher interest income and an unrealized gain on short-term investments during the current period. For the three-month period ended October 31, 2025, financial income was comprised of $48,482 of interest income, an $89,487 unrealized gain on short-term investments, and a $20,677 foreign exchange gain. For the three-month period ended October 31, 2024, financial income consisted of $13,050 of interest income and a $1,336 foreign exchange loss. The year-over-year increase reflects higher cash and cash equivalents available for investment, resulting in increased interest income, as well as unrealized gains recognized on the Company’s short-term investment portfolio during the current quarter. Profit (loss) for the period For the three-month period ended October 31, 2025, the Company reported a net loss of $8,278,328, compared to $5,829,276 for the same period in 2024. The higher loss primarily reflects increased research and development spending as the Company continued to advance its pivotal Phase 3 trial, including higher clinical-site activity, investigational product costs, and supporting operational infrastructure. These increased development expenses were partially offset by improved financial income during the period. Liquidity, Capital Resources and Going Concern Uncertainty The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future. As of October 31, 2025, and a positive working capital balance of $8,030,634 (July 31, 2025 positive balance of $15,948,588). As of October 31, 2025, the Company has total assets of $13,075,050 (July 31, 2025 - $ 21,649,706), a positive working capital of $8,030,634 (July 31, 2025 – positive balance of $15,948,588) and an accumulated deficit of $119,953,129 (July 31, 2025 - negative balance of $ 111,755,564). As of October 31, 2025, the Company’s capital resources consist primarily of cash and cash equivalents, comprising mostly of cash on deposit with banks, investments in money market funds, investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities . Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Historically, the Company has financed its operation through private and public placement of equity securities, as well as debt financing. The Company’s ability to fund its longer-term cash requirements is subject to multiple risks, many of which are beyond its control. The Company intends to raise additional capital, either through debt or equity financings in order to achieve its business plan objectives. Management believes that it can be successful in obtaining additional capital; however, there can be no assurance that the Company will be able to do so. There is no assurance that any funds raised will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail or cease its operations and implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. To this end, for several months during calendar year 2025, certain directors and officers agreed to defer payment of their directors’ fees/compensation until we completed a financing, after which, these fees were paid in full. Further, certain officers have indicated their willingness to receive a portion of their compensation in equity of the Company, subject to applicable Nasdaq rules. In addition, we continue to reduce expenditure on certain non-core activities whilst maintaining our focus on our Phase 3 Bria-IMT™ pivotal study in advanced metastatic breast cancer. 20 During the period ended October 31, 2025, the Company’s overall position of cash and cash equivalents decreased by $7,779,796 from the period ended July 31, 2025 (including effects of foreign exchange). This decrease in cash can be attributed to the following: The Company’s net cash used in operating activities during the period ended October 31, 2025, was $7,704,796 as compared to $6,955,076 for the period ended October 31, 2024. Cash gained in financing activities for the period ended October 31, 2025, was nil as compared to 11,960,252 for the period ended October 31, 2024. Off-Balance Sheet Arrangements None. Tabular Disclosure of Contractual Obligations None. Critical Accounting Policies and Estimates There have been no material changes to our critical accounting policies and estimates from the information provided in the MD&A section in our Annual Report. New Accounting Policies Adopted The Company did not adopt any new accounting policies during the period ended October 31, 2025. Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Company’s financial instruments consist of cash and cash equivalents, investments, warrant liability, short term loans, trade payable, and accrued expenses and other payables. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. Management understands that the Company is exposed to financial risk arising from fluctuations in foreign exchange rates and the degree of volatility of these rates as a portion of the Company’s transactions occur in Canadian Dollars (mainly costs relating to being a public company in Canada), and the Company’s functional and presentation currency is the US dollar. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management process. The overall objectives of the Board are to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. The type of risk exposure and the way in which such exposure is managed is as follows: Credit risk The Company has no significant concentration of credit risk arising from operations. Management believes that the credit risk concentration with respect to financial instruments is remote. Liquidity Risk The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they come due. As of October 31, 2025, the Company has total assets of $13,075,050 (July 31, 2025 - $21,649,706) and a positive working capital balance of $8,030,634 (July 31, 2025 – positive working capital balance of $15,948,588). 21 Market Risk Interest rate risk Interest Rate risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market interest rates. Loans payable include both fixed and variable interest rates; however, the Company does not believe it is exposed to material interest rate risk. Price risk As the Company has no revenues, price risk is remote. Exchange risk The Company is exposed to foreign exchange risk as a portion of the Company’s transactions occur in Canadian Dollars (mainly costs relating to being a public company in Canada) and, therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its Canadian denominated accounts payable and cash. As of October 31, 2025, a 5% depreciation or appreciation of the Canadian dollar against the US dollar would not have a material effect on the in total loss and comprehensive loss. Fair Values The carrying values of cash and cash equivalents, trade payable, warrant liability, short term loans, and accrued expenses and other payables approximate their fair values due to their short terms to maturity. Cash and cash equivalents are valued using quoted market prices in active markets. The fair value of the warrant liability is determined based on the nature of the warrant. For publicly traded warrants we use the quoted market price and for all other warrants we use the Black-Scholes pricing model. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal accounting and financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our principal executive officer and principal accounting and financial officer have concluded that as of October 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. Changes in Internal Control over Financial Reporting There have not been material changes in our internal control over financial reporting during the quarter ended October 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 22 PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed in our Annual Report for the year ended July 31, 2025. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. There were no unregistered sales of equity securities during the three months ended October 31, 2025. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not Applicable. Item 5. Other Information. None. Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. EXHIBIT INDEX Exhibit Description 31.1 Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 31.2 Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 101.INS Inline XBRL Instance Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 23 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRIACELL THERAPEUTICS CORP. December 11, 2025 By: /s/ William V. Williams Name: William V. Williams Title: Chief Executive Officer (Principal Executive Officer) December 11, 2025 By: /s/ Gadi Levin Name: Gadi Levin Title: Chief Financial Officer (Principal Financial and Accounting Officer ) 24