What changed in this filing

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Item 1. Financial Statements

2025-12-11 compared with 2025-06-16 · 362 added, 560 removed, 225 unchanged (80% of the section changed)

1 unchanged sentence

THERAPEUTICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS:

Cash and cash

receivable and prepaid expenses

CONSOLIDATED BALANCE SHEETS

and cash equivalents

receivable and prepaid expen ses

current assets

NON-CURRENT ASSETS:

Equity investment in BC

Intangible assets, net

Property and equipment,

investment in BC Therapeutics

and equipment, net

term prepaid expenses

non-current assets

LIABILITIES AND SHAREHOLDERS’

CURRENT LIABILITIES:

Trade payables

AND SHAREHOLDERS’ EQUITY

expenses and other payables

1 unchanged sentence

non-current liabilities

LIABILITIES AND COMMITMENTS

SHAREHOLDERS’

EQUITY (DEFICIT) (1) :

Share Capital of no

Capital of no

par value – Authorized:

at April 30, 2025 and July 31, 2024, Issued and outstanding:

shares April 30, 2025 and 1,218,984

July 31, 2024, respectively (1)

Share-based payment reserve (1)

Warrant Reserve (1)

Accumulated other comprehensive loss (1)

Non-controlling Interest (1)

Accumulated deficit (1)

( 103,664,194 )

at October 31, 2025 and July 31, 2025;

Issued and outstanding:

1,883,906 shares

at October 31, 2025 and July 31, 2025, respectively

payment reserved

other comprehensive loss

Non-controlling

( 119,953,129 )

shareholders’ equity (deficit) (1)

( 111,755,564

liabilities and shareholders’ equity (deficit)

shareholders’ equity

liabilities and shareholders’ equity

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2025

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Operating expenses:

Research, development,

and clinical trial expenses

and development expenses

and administrative expenses

3 unchanged sentences

( 5,152,832 )

( 18,650,530 )

( 27,562,122 )

Financial income (expenses),

Change in fair value of the warrant liability

Financial income, net

Change in fair value

of the warrant liability

of loss on equity investment

Net income (loss) for the

$ ( 6,224,929 )

$ ( 18,392,033 )

Net loss for the period

$ ( 8,278,328 )

Net loss attributable

to non-controlling interest

income (loss) for the period attributable to BriaCell

$ ( 5,829,276 )

loss attributable to non-controlling interest

Net loss for the period attributable to BriaCell

( 8,197,565 )

( 5,802,175 )

Net income (loss) per share

attributable to BriaCell – basic and diluted

Weighted average number

of shares used in computing net basic earnings per share of common stock (1)

Weighted average number

of shares used in computing net diluted earnings per share of common stock (1)

Net loss per share attributable to BriaCell – basic and diluted

Weighted average number of shares used in computing net basic and diluted

loss per share of common stock

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE AND NINE MONTHS ENDED APRIL 30, 2025

comprehensive

shareholders’

Balance, January 31, 2025

$ ( 138,684 )

$ ( 97,537,292 )

$ ( 376,031 )

Issuance of Options

Issuance of units

Net loss for the period

( 6,126,902 )

( 6,224,929 )

Balance, April 30,

$ ( 138,684 )

$ ( 103,664,194 )

$ ( 474,058 )

comprehensive

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED OCTOBER 31, 2025

other comprehensive

shareholders’

11 unchanged sentences

( 5,829,276 )

Balance, April 30,

$ ( 138,684 )

$ ( 103,664,194 )

$ ( 474,058 )

other comprehensive

shareholders’

Balance, January 31, 2024

$ ( 138,684 )

$ ( 85,945,291 )

$ ( 244,418 )

$ ( 8,317,455 )

Issuance of options

Income (loss) for the

Balance, April 30, 2024

$ ( 138,684 )

Balance, October 31,

$ ( 138,684 )

10 unchanged sentences

$ ( 138,684 )

Instruments issued to minority shareholders

at the Arrangement Date

Issuance of options

Loss for the period

$ ( 111,755,564 )

$ ( 546,795 )

Income (loss) for the

Issuance of Options

Net loss for the period

( 8,197,565 )

( 8,278,328 )

Balance, April 30, 2024

Balance, October 31,

$ 101,739,923

6 unchanged sentences

$ ( 627,558 )

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

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

“BCTX” (Nasdaq) and “BCT” (TSX).

The reverse stock split did not change the total authorized share capital

of the Company or the par value of its common shares (“Reverse Stock-Split”).

Outstanding stock options, warrants, and

other equity-based instruments were adjusted proportionally, with the number of shares issuable reduced and the exercise price per

share increased by a factor of 15.

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

a result of the reverse stock split, the number of common shares outstanding as of January 24, 2025, was 2,946,940 .

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

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

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

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2025

months ended April 30,

CONSOLIDATED STATEMENT OF CASH FLOWS

months ended October 31,

Cash flow from operating

4 unchanged sentences

used in operating activities:

Depreciation and amortization

Financial expenses, net

Share-based compensation

Share of loss on equity

Change in fair value of warrants

Equity losses

Change in fair value of

Changes in working capital:

amounts receivable and prepaid expenses

Decrease in accounts payable

( 1,154,788 )

Changes in assets and liabilities:

Decrease in amounts receivable

(Increase) decrease in

prepaid expenses

(Decrease) increase in

trade payable

( 2,936,813 )

(decrease) in accrued expenses and other payables

Increase in accrued expenses and other payables

Total cash flow from operating

2 unchanged sentences

Cash flows from Investing

Investment in BC Therapeutics

Equity investment in BC

cash flow from investing activities

1 unchanged sentence

Proceeds from exercise of warrants

from the issuance of units, net of issuance costs

from the issuance of shares, net of issuance costs

cash flow from financing activities

15 unchanged sentences

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

Therapeutics Corp.

(the “Company”), is a clinical-stage biotechnology company

that is developing novel immunotherapies to transform cancer care.

Immunotherapies have come

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

system to recognize and destroy cancer cells.

The Company is currently advancing its Bria-IMT™

targeted immunotherapy in combination with an immune check point inhibitor (Retifanlimab,

manufactured and supplied by Incyte) in a pivotal 1 Phase 3 study in metastatic

breast cancer.

The pivotal Phase 3 study of Bria-IMT™ is currently under Fast Track

Designation by the U.S.

FDA intended to accelerate the review process of novel treatments

that address unmet medical needs.

Positive completion of the pivotal Phase 3 study, following

review by FDA, could lead to full approval of the Bria-IMT™ plus an immune checkpoint

inhibitor in metastatic breast cancer.

Additionally,

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

NCT06471673 ) to evaluate the safety and efficacy

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

The study will investigate Bria-OTS™ alone

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

the treatment of metastatic breast cancer.

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

develop personalized off-the-shelf immunotherapies for numerous types of cancer, and a soluble cluster of differentiation 80 (“soluble

CD80” protein therapeutic which acts both as a stimulator of the immune system as well as an immune checkpoint inhibitor.

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.

of presentation of the financial statements:

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for the periods presented.

accompanying unaudited condensed consolidated financial statements should be read in conjunction

with the Company’s Annual Report for the year ended July 31, 2024, filed with the SEC

on October 28, 2024.

The interim period results do not necessarily indicate the results that

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

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

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

“BCTX” (Nasdaq) and “BCT” (TSX).

The reverse stock split did not change the total authorized share capital

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

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

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

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

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

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

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

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

In the course

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

Company’s accumulated deficit as of April 30, 2025 was $ 103,664,194 and negative cash flows from operating activities during

the nine-month period ended April 30, 2025 was $ 20,038,075 .

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 unaudited

condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities

that might be necessary should the Company not be able to continue as a going concern.

See note 6(b) for details of an $ 8.5 million

gross offering completed in September 2024, a $ 5.0 million gross offering completed in October 2024, a $ 5.55 million gross offering

completed in December 2024, a $ 3.05 million gross offering completed in February 2025, and a $ 13.8 million gross offering in April

Company has two wholly-owned U.S.

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.

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 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.

The Company has two wholly-owned U.S.

subsidiaries:

5 unchanged sentences

The Company also has one Canadian subsidiary:

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

See also note 1f.

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”).

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

pipeline assets of the Company, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple indications

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

(“BriaPro”), resulting

in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell shareholders (“BriaCell Shareholders”).

to the terms of the Arrangement, BriaPro has acquired the entire right and interest in and to the BriaPro Assets in consideration

for the issuance by BriaPro to the Company of BriaPro common shares.

Under the terms of the Arrangement, for each BriaCell share

held immediately prior to closing, BriaCell Shareholders received one (1) common share of BriaPro (“BriaPro Share”),

and one (1) new common share of BriaCell (retiring their old share) having the same terms and characteristics as the existing BriaCell

common shares.

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 Shares issued and outstanding.

The Company now beneficially owns or controls

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

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

shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof, one BriaCell Share (and post

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

Warrants issued by the Company,

subsequent to the Arrangement are not subject to the terms above.

the exercise of 15 BriaCell Legacy Warrants (post Reverse Stock-Split), BriaCell shall, as agent for BriaPro, collect and pay to

BriaPro an amount for each one (1) BriaPro Share so issued that is equal to the exercise price under the 15 BriaCell Legacy Warrants

multiplied by the fair market value of one (1) BriaPro Share at the Effective Date divided by the total fair market value of one

(1) BriaCell Share and one (1) BriaPro Share at the Effective Date (“BriaPro Warrant Shares”).

On a post Reverse Stock-Split

basis, as of April 30, 2025, 554,553 Briacell Legacy Warrants are exercisable into 554,553 Briacell Shares and 8,168,295 BriaPro

Therapeutics Corp

1 unchanged sentence

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

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

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

There were 2,131,400 (pre Reverse Stock Split) Briacell Legacy Options at the time of the Arrangement.

The exercise price of the

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

fifteen (15) BriaPro Legacy Options (post Reverse Stock-Split) to acquire one (1) BriaPro share shall have an exercise price equal

to the product obtained by multiplying the original exercise price of the BriaCell Option by the quotient obtained by dividing (A)

the fair market value of a BriaPro Share at the Effective Date by (B) the aggregate fair market value of a BriaCell Share and a BriaPro

Share at the Effective Date.

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

the same amount of BriaPro RSU’s under the BriaPro incentive plan.

Services Agreement

August 31, 2023, the Company and BriaPro executed a transition services agreement (the “Agreement”), pursuant to which

BriaCell will provide certain research and development and head office services (the “Services”) to BriaPro for a fixed

monthly fee of $ 20,000 .

and BriaPro acknowledged the transitional nature of the Services and accordingly, as promptly as practicable, BriaPro agreed to use

commercially reasonable efforts to transition each Service to its own internal organization or to obtain alternate third party providers

to provide the Services.

accordance with US GAAP’s Accounting Standards Codification 505 “Equity”, the Arrangement was determined to be

a spinoff of nonmonetary assets which did not constitute a business.

However, since the assets were transferred to an entity under

the Company’s control, the assets is being recorded on the Company’s basis (carry value) and not at fair market value.

SIGNIFICANT ACCOUNTING POLICIES

Use of estimates :

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates, judgments and assumptions that

affect the amounts reported in the 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.

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.

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

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.

Prepaid expenses

11 unchanged sentences

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 unaudited

condensed consolidated statement of operations and comprehensive loss.

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.

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

determines whether control or significant influence is present for accounting purposes.

Segment reporting :

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.

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.

Share-based compensation :

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.

Company has selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards.

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.

Recently issued and adopted accounting standards :

an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay

adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to

private companies.

an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to

delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable

to private companies.

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

The adoption dates discussed below

reflects this election.

The adoption dates discussed

below reflect this election.

The pronouncements below relate to standards that impact the Company.

December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This standard

modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the

income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing

ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local

jurisdictions.

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

This ASU should

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

The Company is currently evaluating the impact

of this standard on its financial statements and disclosures.

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.

No director, officer, employee

or consultant has a profit interests awards and therefore this standard has no effect on the Company’s 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 .

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.

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.

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.

Therapeutics Corp

1 unchanged sentence

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

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.

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.

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.

INVESTMENT IN BC THERAPEUTICS INC .

9 unchanged sentences

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

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

Scholes Option Price Model, using the following assumptions:

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

Price Model, using the following assumptions:

$ 1.25 , Exercise price:

$ 1.25 , Dividend yield:

free interest rate:

0 %, Risk free interest rate:

4.902 %, Volatility:

11 unchanged sentences

in June 2026 (a one year extension).

During the nine-month period ended April 30, 2025, the

Company exercised this option in totaling $ 255,000 and received 204,000 shares.

of April 30, 2025, the Company holds 624,000 of the 1,024,000 issued and outstanding shares in BC Therapeutics, representing a 60.9 %

During the three-month period ended October 31, 2025,

the Company exercised this option in totaling $ 75,000 and received 60,000 shares.

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, 220,000 shares remain available for purchase under the Second

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

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.

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

does not exercise control over BC Therapeutics.

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

SCHEDULE OF CHANGES IN INVESTMENT

– August 1, 2023

(including the value of the BC Therapeutics Options)

– July 31, 2024

– April 30, 2025

following amounts represent the Company’s 60.9% share of the assets of BC Therapeutics:

SCHEDULE OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

accordance with ASC 810, the Company continues to account for the investment under the equity

method of accounting as the Company does not exercise control over BC Therapeutics.

Therapeutics Corp

1 unchanged sentence

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

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

SCHEDULE OF CHANGES IN INVESTMENT

Balance – August 1, 2024

Funding (including the value of the BC Therapeutics

Share of losses

Balance – July 31, 2025

Funding (including the value of the BC Therapeutics

Share of losses

Balance – October

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

CONTINGENT LIABILITIES AND COMMITMENTS

the exercise of 15 BriaCell Legacy Warrants, BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount based on an agreed

formula (detailed in note 1(f)).

As of April 30, 2025, this amount totaled up to $ 241,164 and is eliminated on consolidation.

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

The lease expired on August 31, 2024 , and as of April 2025, the Company continues to occupy the space on a month-to-month basis under

the same terms

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.

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

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.

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.

Company has a month-to-month commitment for office and lab space in Philadelphia, PA, costing approximately $ 43,000 per month.

FAIR VALUE MEASUREMENTS

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

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

31, 2025 and July 31, 2025:

1 unchanged sentence

Value Measurements at

and cash equivalents

assets measured at fair value

liabilities measured at fair value

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

quoted market prices in active markets.

Financial Assets:

Cash and cash

Short-term investments

Total assets measured

at fair value

Financial liabilities:

Warrants liability

Total liabilities measured

at fair value

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

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.

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

4 unchanged sentences

Issued share capital

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

“Reverse Split”) of the Company’s common shares on a 1-for-15 basis, which

became effective on January 24, 2025 (the “Effective Date”).

The Company’s

post-split common shares began trading on The Nasdaq Capital Market (“Nasdaq”)

and the Toronto Stock Exchange (“TSX”) at market open on January 29, 2025, under

the existing ticker symbols “BCTX” (Nasdaq) and “BCT” (TSX”)

with a new CUSIP number (107930208).

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

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

one (1) new common share.

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

Instead, any fractional common

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

the Reverse Split, the number of common shares outstanding as of the Effective Date was 2,946,940 .

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

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 .

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.

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

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

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

to reflect the Reverse Split for all periods presented.

Company issued the following shares during the nine-month period ended April 30, 2025:

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

Company at an offering price of $ 10.35 per share, for aggregate gross proceeds of approximately $ 8.5 million before deducting placement

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

In connection with the September

2024 Offering, the Company issued 41,083 placement agent warrants with an exercise price of $ 12.94 per share.

These placement agent

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

The fair value of the broker

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

share price -

exercise price - $ 12.94 ;

expected life – 5 years;

annualized volatility - 109 %;

dividend yield - 0 %;

risk-free rate –

3.469 %, non-marketability discount – 16.38 %.

The amount was credited to the warrant reserve

at the date of the September 2024 Offering.

On October 2, 2024, the Company

closed a registered direct offering for the purchase and sale of 341,900 common shares of the Company and warrants to purchase up to

an aggregate of 341,900 common shares of the Company for aggregate gross proceeds of $ 5 million before deducting placement agent fees

and other offering expenses (the “October 2024 Offering”).

Each common share was sold together with one warrant to purchase

one common share at a combined purchase price of $ 14.63 .

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

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

In connection with the October 2024 Offering,

the Company issued 17,095 placement agent warrants.

The placement agent warrants are immediately exercisable at an exercise price of

$ 18.28 per share and expire five years from the date of issuance.

The fair value of the 341,900 October 2024

Warrants was determined to be $ 2,211,266 (gross, before deducting share issuance costs) using the Black-Scholes option pricing model,

with the following assumptions:

share price - $ 8.10 ;

exercise price - $ 12.75 ;

expected life – 5 years;

annualized volatility

dividend yield - 0 %;

risk-free rate – 3.553 %.

The fair value of the 17,095 placement agent

warrants was determined to be $ 204,128 using the Black-Scholes option pricing model, with the following assumptions:

share price -

exercise price - $ 18.28 ;

expected life – 5 years;

annualized volatility - 112 %;

dividend yield - 0 %;

risk-free rate –

The amounts were credited to the warrant reserve

at the date of the October 2024 Offering.

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

On December 13, 2024, the Company closed a

public offering for the purchase and sale of 493,333 common shares of the Company and warrants to purchase up to an aggregate of 493,333

common shares of the Company for aggregate gross proceeds of approximately $ 5.55 million before deducting underwriting discounts, commissions,

and other offering expenses (the “December 2024 Offering”).

Each common share was sold together with one warrant to purchase

one common share at a combined purchase price of $ 11.25 .

The warrants have an exercise price of $ 14.06 per share, and are immediately

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

In connection with the December 2024 Offering,

the Company issued 24,666 agent warrants.

The agent warrants are immediately exercisable at an exercise price of $ 14.06 per share and

expire five years from the date of issuance.

The fair value of the 493,333 December 2024

Warrants was determined to be $ 2,327,089 (gross, before deducting share issuance costs) using the Black-Scholes option pricing model,

with the following assumptions:

share price - $ 6.60 ;

exercise price - $ 14.06 ;

expected life – 5 years;

annualized volatility

dividend yield - 0 %;

risk-free rate – 4.133 %.

The fair value of the 24,666 agent warrants

was determined to be $ 188,252 using the Black-Scholes option pricing model, with the following assumptions:

share price - $ 9.90 ;

price - $ 14.06 ;

expected life – 5 years;

annualized volatility - 111 %;

dividend yield - 0 %;

risk-free rate – 4.133 %.

The amounts were credited to the warrant reserve

at the date of the December 2024 Offering.

On February 5, 2025, the Company closed a

public offering for the purchase and sale of 762,500 common shares of the Company at an offering price of $ 4.00 per share, for aggregate

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

2025 Offering”).

In connection with the February 2025 Offering,

the Company issued 38,125 placement agent warrants with an exercise price of $ 5.00 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 – $ 5.04 ;

exercise price – $ 5.00 ;

life – 5 years;

annualized volatility – 112 %;

dividend yield – 0 %;

risk-free rate – 4.37 %.

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

On April 28, 2025, the Company closed an underwritten public

offering for the purchase and sale of 3,066,666 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, 2,405,966 were “regular”

units, each consisting of one common share and one five-year publicly traded warrant at a combined purchase price of $ 4.50 per unit,

and 660,700 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 $ 4.499 per unit.

All warrants have an exercise price of $ 5.25 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.”

connection with the April 2025 Offering, the Company issued 153,333 representative’s warrants.

The representative’s warrants

are immediately exercisable at an exercise price of $ 5.625 per share and expire five years from the date of issuance.

fair value of the 3,066,666 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 - $ 2.65 ;

exercise price - $ 5.25 ;

expected life –

annualized volatility - 105 %;

dividend yield - 0 %;

risk-free rate – 3.885 %.

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

Company did no t issue any shares during the three-month period ended October 31, 2025.

Therapeutics Corp

1 unchanged sentence

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

fair value of the 153,333 representative’s warrants was determined to be $ 602,824 using the Black-Scholes option pricing model,

with the following assumptions:

share price - $ 5.00 ;

exercise price - $ 5.625 ;

expected life – 5 years;

annualized volatility -

dividend yield - 0 %;

risk-free rate – 3.885 %.

The amounts were credited to the warrant reserve at the date of the April

2025 Offering.

As of April 30, 2025, 218,000 pre-funded warrants remained un-exercised and outstanding.

During the nine-month period ended April 30, 2025, a total

of 64,391 October 2024 Warrants with an exercise price of $ 12.75 were exercised, generating gross proceeds of $ 821,015 .

The Company issued

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

SHAREHOLDERS’ EQUITY (Cont.)

Share Purchase Warrants

summary of changes in share purchase warrants for the nine-month period ending April 30, 2025 is presented below:

SUMMARY OF CHANGES IN WARRANTS

July 31, 2024

in the October 2024 Offering

in the December 2024 Offering

in the April 2025 Offering

were no changes in share purchase warrants for the three-month period ended October 31, 2025.

of October 31, 2025, share purchase warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

November 16, 2025

February 26, 2026 – April 26, 2026

December 7, 2026

November 17, 2029

October 2, 2029

December 12, 2029

April 28, 2030

of April 30, 2025, warrants outstanding were as follows:

July 15, 2030

Legacy Warrants – see note 1(e) and note 4(a)

Compensation Warrants

were no changes in compensation warrants for the three-month period ended October 31, 2025.

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

SCHEDULE OF WARRANTS OUTSTANDING

November 16, 2025

February 26, 2026

September 12, 2029

October 2, 2029

December 12, 2029

February 5, 2030

April 28, 2030

Briacell Legacy Warrants – see note 1(f)

Legacy Warrants – see note 1(e) and note 4(a)

Therapeutics Corp

1 unchanged sentence

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

Compensation Warrants

summary of changes in compensation warrants for the nine-month period ending April 30, 2025 is presented below:

SUMMARY OF CHANGES IN WARRANTS

July 31, 2024

in the September 2024 Offering

in the October 2024 Offering

in the December 2024 Offering

in the February 2025 Offering

in the April 2025 Offering

April 30, 2025

of April 30, 2025, compensation warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Legacy Warrants – see note 1(f)

SHAREHOLDERS’ EQUITY (Cont.)

Warrant liability continuity

1 unchanged sentence

SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS

as of August 1, 2024

in fair value during the period

as of April 30, 2025

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

key inputs used in the valuation of the non-public warrants as of April 30, 2025 and at July 31, 2024 were as follows:

SCHEDULE OF VALUATION OF NON-PUBLIC WARRANTS

Balance as of August 1, 2025

Change in fair value

during the period

Balance as of October

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

SCHEDULE OF VALUATION OF PUBLIC OFFERING BROKER WARRANTS

Exercise price

$ 796.88 - 928.50

key inputs used in the valuation of the of the BriaPro Warrant Shares as of April 30, 2025 were as follows:

Expected life (years)

Dividend yield

Risk free rate

3.69 - 3.83 %

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)

Exercise price

$ 0.0206 - 0.0308

Expected life (years)

$ 0.30 - 1.35

Dividend yield

Risk free rate

2.21 - 2.29 %

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SHARE-BASED COMPENSATION

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

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

share units (“RSU’s”), and deferred share units (collectively, the “Awards”)

for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary

of the Company.

The maximum number of shares available for issuance under the Omnibus Plan

shall not exceed 15 % of the issued and outstanding Shares, from time to time, less the number

of Shares reserved for issuance under all other security-based compensation arrangements

of the Company, including the existing Stock Option Plan.

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

1 unchanged sentence

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

for nine-month period ended April 30, 2025 and related information:

for three-month period ended October 31, 2025 and related information:

SUMMARY OF NUMBER OF OPTIONS GRANTED

as of July 31, 2024

as of April 30, 2025

January 16, 2025, the Company granted 3,333 stock options to a consultant at an exercise price of $ 6.00 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 .

Balance as of July 31, 2025

Balance as of October 31, 2025

Exercisable as of October 31, 2025

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

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.

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.

Therapeutics Corp

1 unchanged sentence

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

of April 30, 2025, there are no unrecognized costs related to share-based compensation.

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

SHARE-BASED COMPENSATION (Cont.)

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

August 01, 2030

January 16, 2030

June 20, 2028

February 27, 2028

August 02, 2027

February 16, 2027

January 13, 2027

November 01, 2026

April 19, 2026

contractual term

result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of April 30, 2025:

March 29, 2026

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

June 20, 2028

February 27, 2028

August 02, 2027

February 16, 2027

January 13, 2027

November 01, 2026

September 01, 2026

April 19, 2026

March 29, 2026

following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for three-month period ended October

SCHEDULE OF RESTRICTED STOCK UNITS GRANTED

Balance, July 31, 2025

October 31, 2025

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 .

Therapeutics Corp

1 unchanged sentence

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

Share Unit Plan

following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of April 30, 2025:

SCHEDULE OF RESTRICTED STOCK UNITS GRANTED

July 31, 2024

April 30, 2025

January 16, 2025, the Company granted 58,333 RSU’s to the Chief Executive Officer (“CEO”) as compensation for deferred

salary, with immediate vesting.

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

Additionally,

on the same date, the Company granted 3,333 RSUs to a consultant, which fully vested on April 16, 2025.

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

period ended April 30, 2025 and 2024 is comprised as follows:

SHARE-BASED COMPENSATION (Cont.)

Performance Share Units

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

Balance, July 31, 2025

October 31, 2025

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

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.

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.

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

development, and clinical trial expenses

and administrative expenses

share-based compensation

Research and development expenses

General and administrative

Total share-based compensation

FINANCIAL INCOME (EXPENSES), NET

SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET

exchange gain (loss)

income (expenses), net

SUBSEQUENT EVENT

The Company evaluated the possibility of subsequent

events existing in the Company’s unaudited condensed consolidated financial statements through June 16, 2025, the date that the

condensed consolidated financial statements were available for issuance.

The Company is not aware of any subsequent events which would

require recognition or disclosure in the consolidated financial statements, except as follows:

On May 8, 2025, subsequent to quarter-end, the remaining 218,000 pre-funded warrants were exercised on a cashless basis, resulting in the issuance of 218,000 common shares.

Interest income

Unrealized gain on short-term investments

Foreign exchange loss

Financial income, net

SUBSEQUENT EVENTS

Subsequent to the balance sheet date, 1,177 PSU’s relating to the

Company’s CFO vested.

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

What changed 10-Q

Item 1. Financial Statements