What changed in this filing

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Item 1. Financial Statements

2026-03-10 compared with 2025-12-11 · 351 added, 210 removed, 377 unchanged (60% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

and cash equivalents

receivable and prepaid expen ses

CURRENT ASSETS:

investment in BC Therapeutics

and equipment, net

Cash and cash

Short-term investments

Amounts receivable and

prepaid expenses

current assets

NON-CURRENT ASSETS:

Equity investment in BC

Intangible assets, net

Property and equipment,

term prepaid expenses

non-current assets

AND SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’

CURRENT LIABILITIES:

Trade payables

expenses and other payables

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NON-CURRENT LIABILITIES:

LIABILITIES AND COMMITMENTS

SHAREHOLDERS’

Capital of no

par value – Authorized:

at October 31, 2025 and July 31, 2025;

non-current liabilities

CONTINGENT LIABILITIES AND

SHAREHOLDERS’ EQUITY:

Share Capital of no par value – Authorized:

unlimited at January 31, 2026 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

7,250,487 shares at January 31, 2026 and 1,883,906 July

31, 2025, respectively

Share-based payment reserved

Warrant reserve

Accumulated other comprehensive loss

Non-controlling interest

Accumulated deficit

( 127,174,949 )

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Operating Expenses:

and development expenses

Research, development,

and clinical trial expenses, net (note 9)

and administrative expenses

3 unchanged sentences

( 7,169,443 )

Financial income, net

Change in fair value

of the warrant liability

( 15,854,209 )

( 12,322,275 )

Financial expenses, net

Change in fair value of

the warrant liability

of loss on equity investment

2 unchanged sentences

$ ( 6,337,828 )

$ ( 15,575,221 )

( 12,167,104 )

loss attributable to non-controlling interest

Net loss for the period attributable to BriaCell

loss and Comprehensive loss for the period attributable to BriaCell

( 7,221,820 )

( 6,291,420 )

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

( 15,419,385 )

( 12,093,595 )

loss per share attributable to BriaCell – basic and diluted

Weighted average number

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

Weighted average number

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

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

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED OCTOBER 31, 2025

other comprehensive

THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026

comprehensive

shareholders’

Balance, October 31, 2025

$ 101,739,923

$ ( 138,684 )

$ ( 119,953,129 )

$ ( 627,558 )

Issuance of Options, RSU and PSU

Exercise of warrants

Issuance of units, net

Net loss for the period

( 7,221,820 )

( 7,296,893 )

Balance, January 31,

$ 117,117,225

$ ( 138,684 )

$ ( 127,174,949 )

$ ( 702,631 )

comprehensive

shareholders’

Balance, July 31, 2025

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$ ( 546,795 )

Issuance of Options, RSU and PSU

Exercise of prefunded warrants

Issuance of units, net

Net loss for the period

( 15,419,385 )

( 15,575,221 )

Balance, January 31,

$ 117,117,225

$ ( 138,684 )

$ ( 127,174,949 )

$ ( 702,631 )

comprehensive

shareholders’

Balance, October 31, 2024

$ ( 138,684 )

$ ( 91,245,872 )

$ ( 329,623 )

Issuance of Options

Exercise of prefunded warrants

Exercise of broker warrants

Issuance of units

2 unchanged sentences

( 6,337,828 )

Balance, October 31,

Balance, January 31,

$ ( 138,684 )

1 unchanged sentence

$ ( 376,031 )

other comprehensive

comprehensive

shareholders’

9 unchanged sentences

Issuance of Options

Exercise of prefunded warrants

Exercise of broker warrants

Issuance of units

Net loss for the period

1 unchanged sentence

( 12,167,104 )

Balance, October 31,

$ 101,739,923

$ ( 138,684 )

Balance, January 31,

$ ( 138,684 )

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CONSOLIDATED STATEMENT OF CASH FLOWS

months ended October 31,

months ended January 31,

Cash flow from operating

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used in operating activities:

Financial expenses, net

Share-based compensation

Equity losses

Share of loss on equity investment

Change in fair value of

Changes in working capital:

amounts receivable and prepaid expenses

Decrease in amounts receivable

and prepaid expenses

Decrease in accounts payable

1 unchanged sentence

( 2,167,542 )

Increase in accrued expenses and other payables

in accrued expenses and other payables

Total cash flow from operating

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Cash flows from Investing

Equity investment in BC

Proceeds from short term

investment in BC Therapeutics

cash flow from investing activities

3 unchanged sentences

cash flow from financing activities

Increase (decrease) in cash

Increase in cash

and cash equivalents

( 7,779,796 )

Cash and cash equivalents

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Columbia) on July 26, 2006 and is listed on the Toronto Stock Exchange (“TSX”) under the symbol “BCT”.

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

is an immuno-oncology biotechnology company.

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

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

BriaCell is also developing a personalized off-the-shelf

immunotherapy, Bria-OTS™, and a soluble CD80 protein therapeutic which acts both as a stimulator of the immune system as well

as an immune checkpoint inhibitor.

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

is a clinical-stage biotechnology company that is developing novel immunotherapies to transform cancer care.

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.

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 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 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.

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.

of presentation of the financial statements:

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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.

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 January 31, 2026 was $ 127,174,949 and negative cash flows from operating activities during the six-month period ended

January 31, 2026 was $ 15,672,094 .

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 and, in January 2026, completed a public offering generating approximately $ 30.0 million in

gross proceeds.

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.

Company has two wholly-owned U.S.

subsidiaries:

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The Company also has one Canadian subsidiary:

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).

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

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”).

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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.

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.

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

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will be incurred.

As of July 31, 2025, the Company revised its estimate of the time to completion in respect of this trial.

As of January 31, 2026, the Company revised its estimate of the time to completion in respect of this trial.

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

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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.

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.

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.

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.

the Company’s performance and allocates resources using consolidated financial information, including net loss and cash flow

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 :

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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

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.

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.

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 :

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

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

January 2025, the FASB issued ASU 2025-01 - Income Statement — Reporting Comprehensive Income — Expense Disaggregation

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in June 2026 (a one year extension).

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

During the six-month period ended January 31, 2026,

the Company exercised this option in totaling $ 165,000 and received 132,000 shares.

of October 31, 2025, the Company holds 744,000 of the 1,144,000 issued and outstanding shares in BC Therapeutics, representing a

of January 31, 2026, the Company holds 816,000 of the 1,204,000 issued and outstanding shares in BC Therapeutics, representing a

67.8 % 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;

In addition, 28,000 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.

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

INVESTMENT IN BC THERAPEUTICS INC.

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

August 1, 2024

(including the value of the BC Therapeutics Options)

Balance – July 31,

Funding (including the value of the BC Therapeutics

Share of losses

Balance – October

(including the value of the BC Therapeutics Options)

– January 31, 2026

following amounts represent the Company’s 67.8% share of the assets of BC Therapeutics (July 31, 2025 – 63.1%):

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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.

As of January 31, 2026, 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.

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,

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 January

31, 2026, 54,075 Briacell Legacy Warrants are exercisable into 54,075 Briacell Shares and 8,111,714 BriaPro Shares.

1 unchanged sentence

FAIR VALUE MEASUREMENTS

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

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

31, 2026 and July 31, 2025:

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Value Measurements at

Financial Assets:

Cash and cash

and cash equivalents

Short-term investments

Total assets measured

at fair value

Financial liabilities:

Warrants liability

Total liabilities measured

at fair value

assets measured at fair value

liabilities measured at fair value

Therapeutics Corp

1 unchanged sentence

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

FAIR VALUE MEASUREMENTS (Cont.)

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.

of January 31, 2026, the Company did not hold any short-term investments.

As of July 31, 2025, the Company held Level 1 short-term investments

measured using quoted prices in active markets, with coupon rates ranging from 3 % to 5.51 %.

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

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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.

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.

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 .

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prices, as applicable.

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.

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.

Company issued the following shares during the six-month period ended January 31, 2026:

On January 15, 2026, the Company closed a public offering for the purchase and sale of 5,366,726 units of the Company for aggregate

gross proceeds of approximately $ 30.0 million before deducting placement agent fees and other offering expenses (the “January

2026 Offering”).

Each unit consisted of one common share (or one pre-funded warrant (“Pre-Funded Warrants”) in

lieu thereof) and one warrant to purchase one common share of the Company at a combined purchase price of $ 5.59 per unit.

have an exercise price of $ 6.93 per share, are immediately exercisable, and expire five years from the date of issuance (“January

2026 Warrants”).

The common shares (or Pre-Funded Warrants) and January 2026 Warrants were purchased together in the offering

but were issued separately.

Total issuance costs associated with the offering were approximately $ 2,125,100 ,

excluding the fair value of placement agent warrants.

connection with the January 2026 Offering, the Company issued 161,001 placement agent warrants.

The placement agent warrants are

immediately exercisable at an exercise price of $ 8.39 per share and expire five years from the date of issuance.

fair value of the 5,366,726 January 2026 Warrants was determined to be $ 13,103,125 (gross, before deducting share issuance costs)

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

share price – $ 3.15 ;

exercise price – $ 6.93 ;

expected life – 5 years;

annualized volatility – 123 %;

dividend yield – 0 %;

risk-free rate – 3.762 %.

fair value of the 161,001 placement agent warrants was determined to be $ 572,334 using the Black-Scholes option pricing model, with

the following assumptions:

share price – $ 4.49 ;

exercise price – $ 8.39 ;

expected life – 5 years;

annualized volatility

dividend yield – 0 %;

risk-free rate – 3.762 %.

amounts were credited to the warrant reserve at the date of the January 2026 Offering.

Therapeutics Corp

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Share Purchase Warrants

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:

summary of changes in share purchase warrants for the six-month period ending January 31, 2026 is presented below:

SUMMARY OF CHANGES IN WARRANTS

July 31, 2025

in the January 2026 Offering

January 31, 2026

of January 31, 2026, warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

November 16, 2025

February 26, 2026 – April 26, 2026

2026 – April 26, 2026

December 7, 2026

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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:

summary of changes in compensation warrants for the six-month period ended January 31, 2026 is presented below:

SUMMARY OF CHANGES IN WARRANTS

July 31, 2025

in the January 2026 Offering

January 31, 2026

of January 31, 2026, compensation warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

November 16, 2025

February 26, 2026

September 12, 2029

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SCHEDULE OF CHANGE IN FAIR VALUE OF 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

of August 1, 2025

in fair value during the period

as of January 31, 2026

key inputs used in the valuation of the non-public warrants as of January 31, 2026 and at July 31, 2025 were as follows:

SCHEDULE OF VALUATION OF NON PUBLIC OFFERING BROKER WARRANTS

Exercise price

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3.48 - 3.64 %

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

key inputs used in the valuation of the of the BriaPro Warrant Shares as of January 31, 2026 were as follows:

SCHEDULE OF BRIA PRO WARRANTS

August 31, 2023

(Effective Date)

Exercise price

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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”), 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.

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.

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:

for three-month period ended January 31, 2026 and related information:

SUMMARY OF NUMBER OF OPTIONS GRANTED

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

Balance as of January

Exercisable as of January

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.

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.

The grant-date fair value

of the award was $ 218,784 .

The fair value of options granted during the six-month period ended January 31, 2026 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 January 31, 2026, there were $ 1,448,754

of total unrecognized share-based compensation costs related to stock options, restricted share units (RSUs), and performance share

units (PSUs) that are expected to be recognized over a period of up to 2.50

Therapeutics Corp

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SHARE-BASED COMPENSATION (Cont.)

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

options granted to employees as of October 31, 2025

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

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

January 31, 2026

August 1, 2030

8 unchanged sentences

March 29, 2026

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

October 31, 2025:

result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of January 31, 2026:

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

8 unchanged sentences

March 29, 2026

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

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

SCHEDULE OF RESTRICTED STOCK UNITS GRANTED

Balance, July 31, 2025

October 31, 2025

July 31, 2025

January 31, 2026

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 .

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

3 unchanged sentences

Performance Share Units

following table summarizes the number of PSU’s granted under the Omnibus Plan for three-month period ended October 31, 2025:

following table summarizes the number of PSU’s granted under the Omnibus Plan for three-month period ended January 31,

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.

July 31, 2025

January 31, 2026

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.

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 .

September 24, 2025, the Company granted 100,000 PSUs to a director under the Omnibus Plan.

These PSUs contain performance conditions

2 unchanged sentences

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.

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:

As of January 31, 2026, management has determined that achievement of the applicable performance conditions remains probable.

cost is recognized over the requisite service period on a graded vesting (tranche-by-tranche) basis.

the six-month period ended January 31, 2026, the Company achieved the performance condition related to the CFO’s PSU’s.

As a result, 1,177 PSUs granted to the CFO vested and became issuable during the

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

period ended January 31, 2026 and 2025 is comprised as follows:

SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES

Research and development expenses

General and administrative

Total share-based compensation

FINANCIAL INCOME (EXPENSES), NET

SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET

Interest income

Unrealized gain on short-term investments

Foreign exchange loss

Research, development,

and clinical trial expenses

and administrative expenses

share-based compensation

FINANCIAL INCOME, NET

SCHEDULE OF FINANCIAL INCOME , NET

Interest income

exchange gain (loss)

RESEARCH, DEVELOPMENT, AND CLINICAL TRIAL EXPENSES, NET

August 25, 2025, the Company announced that it had been awarded a $ 2.0 million Small Business Innovation Research (SBIR) grant from

the National Cancer Institute (“NCI”) to support the advancement of Bria-PROS+™ for the treatment of prostate cancer.

The grant provides non-dilutive funding intended to support manufacturing activities and planned clinical evaluation of the program.

grant reimburses certain qualifying research and development expenditures incurred by the Company in connection with the program.

In accordance with the Company’s accounting policy for government assistance, amounts received under the grant are recognized

as a reduction of research and development expenses in the period in which the related costs are incurred.

the three and six months ended January 31, 2026, the Company received $ 733,815 and $ 826,158 , respectively, under the SBIR grant and

recorded this amount as a reduction of research and development expenses in the condensed consolidated statements of operations.

of January 31, 2026, the Company may receive up to an additional $ 1.2 million under the grant, subject to the achievement of certain

research objectives and compliance with the grant terms.

SUBSEQUENT EVENTS

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

Company’s CFO vested.

February 1, 2026, the Company granted an aggregate of 291,000 stock options to directors, executive officers, employees and scientific

advisory board members under the Omnibus Plan.

The stock options have an exercise price of US$ 5.59 , vest in equal quarterly installments

beginning May 1, 2026, and expire on February 1, 2031.

February 18, 2026, the Company and BriaPro, announced that they have entered into a definitive purchase agreement (the “Purchase

Agreement”) pursuant to which BriaPro has agreed to purchase BriaCell’s exclusive license to develop and commercialize

Soluble CD80 (“sCD80”) as a biologic agent for the treatment of cancer and other associated assets (the “Transaction”).

the terms of the Purchase Agreement, BriaPro gains the worldwide rights to develop and commercialize sCD80 as a therapeutic agent

for the treatment of cancer, while UMBC holds all rights, title and interest in the inventions and the patent, except for certain

rights retained by the United States Government.

BriaPro will pay 2% royalties to UMBC upon the commercialization of the product

plus other development costs.

part of the Transaction, BriaCell will make available to BriaPro up to $ 3 million to fund research and development efforts (the

“Credit Facility”).

Each drawdown under the Credit Facility will be subject to BriaCell’s approval regarding the

use of funds.

consideration for the transfer of the exclusive license and the Credit Facility, BriaPro will issue to BriaCell 23,972,589 Common

Shares at an aggregate value of approximately C$ 1.18 M, increasing BriaCell’s interest in BriaPro to approximately 78% post-transaction.

The Transaction is expected to close by the end of March 2026, subject to certain conditions including (i) approval

of the disinterested shareholders of BriaPro, and (ii) receipt of a third-party valuation confirming that the Transaction is

occurring at fair market value.

accordance with Multilateral Instrument 61-101 – Protection of Minority Security

Holders in Special Transactions (“MI 61-101”), the resolution approving the Purchase

Agreement must be approved by a simple majority of votes cast by shareholders, present in person or represented by proxy and entitled

to vote at the Meeting, excluding the votes cast by any “interested party” (as defined in MI 61-101).

As a 10% shareholder

with an interest in the Transaction, BriaCell's shareholdings in BriaPro will be excluded from voting.

March 5, 2026, the disinterested shareholders of BriaPro approved the Transaction.

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