What changed in this filing

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Item 1. Financial Statements

2026-06-09 compared with 2026-03-10 · 354 added, 296 removed, 432 unchanged (60% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

April 30, 2026

July 31, 2025

CURRENT ASSETS:

Cash and cash

Cash and cash equivalents

Short-term investments

Amounts receivable and

prepaid expenses

current assets

Amounts receivable and prepaid expenses

Total current assets

NON-CURRENT ASSETS:

Equity investment in BC

Equity investment in BC Therapeutics

Intangible assets, net

Property and equipment,

term prepaid expenses

non-current assets

LIABILITIES AND SHAREHOLDERS’

Property and equipment, net

Long term prepaid expenses

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Trade payables

expenses and other payables

current liabilities

NON-CURRENT LIABILITIES:

Accrued expenses and other payables

Total current liabilities

NON-CURRENT LIABILITIES:

CONTINGENT LIABILITIES AND

Warrant liability

Total non-current liabilities

CONTINGENT LIABILITIES AND COMMITMENTS

SHAREHOLDERS’ EQUITY:

Share Capital of no par value – Authorized:

unlimited at January 31, 2026 and July 31, 2025;

unlimited at April 30, 2026 and July 31, 2025;

Issued and outstanding:

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

31, 2025, respectively

7,250,487 shares at April 30, 2026 and 1,883,906 July 31, 2025, respectively

Share-based payment reserved

5 unchanged sentences

( 111,755,564 )

shareholders’ equity

liabilities and shareholders’ equity

Total shareholders’ equity

Total liabilities and shareholders’ equity

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

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three months ended

Nine months ended

Operating Expenses:

Research, development,

and clinical trial expenses, net (note 9)

and administrative expenses

Research, development, and clinical trial expenses, net

General and administrative expenses

Total operating expenses

4 unchanged sentences

( 18,650,530 )

Financial expenses, net

Change in fair value of

the warrant liability

of loss on equity investment

Financial (income) expenses, net

Change in fair value of the warrant liability

Unrealized gain on investment

Share of loss on equity investment

Net loss for the period

3 unchanged sentences

( 18,392,033 )

loss attributable to non-controlling interest

loss and Comprehensive loss for the period attributable to BriaCell

Net loss attributable to non-controlling interest

Net loss and Comprehensive loss for the period attributable to BriaCell

( 7,164,507 )

2 unchanged sentences

( 18,220,497 )

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

Net loss per share attributable to BriaCell – basic and diluted

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

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 AND SIX MONTHS ENDED JANUARY 31, 2026

THE THREE AND NINE MONTHS ENDED APRIL 30, 2026

Share capital

Accumulated other

comprehensive

shareholders’

Balance, October 31, 2025

Total shareholders’

Balance, January 31, 2026

$ 117,117,225

3 unchanged sentences

Issuance of Options, RSU and PSU

Exercise of warrants

Issuance of units, net

Change in ownership of BriaPro

Net loss for the period

1 unchanged sentence

( 7,237,055 )

Balance, January 31,

Balance, April 30, 2026

$ 117,117,225

2 unchanged sentences

$ ( 649,099 )

Share capital

Accumulated other

comprehensive

shareholders’

Total shareholders’

Balance, July 31, 2025

6 unchanged sentences

Issuance of units, net

Change in ownership of BriaPro

Net loss for the period

1 unchanged sentence

( 22,812,276 )

Balance, January 31,

Balance, April 30, 2026

$ 117,117,225

2 unchanged sentences

$ ( 649,099 )

Share capital

Accumulated other

comprehensive

shareholders’

Balance, October 31, 2024

Balance, January 31, 2025

$ ( 138,684 )

7 unchanged sentences

( 6,224,929 )

Balance, January 31,

Balance, April 30, 2025

$ ( 138,684 )

1 unchanged sentence

$ ( 474,058 )

Share capital

Accumulated other

comprehensive

5 unchanged sentences

$ ( 2,684,932 )

$ ( 138,684 )

$ ( 85,443,697 )

$ ( 302,522 )

$ ( 2,684,932 )

Issuance of Options

5 unchanged sentences

( 18,392,033 )

Balance, January 31,

$ ( 138,684 )

$ ( 97,537,292 )

$ ( 376,031 )

Balance, April 30, 2025

$ ( 138,684 )

4 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

months ended January 31,

Cash flow from operating

Nine months ended April 30,

Cash flows from operating activities

Net loss for the period

1 unchanged sentence

$ ( 18,392,033 )

Adjustments to reconcile net loss to net cash

used in operating activities:

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

Financial income, net

Share-based compensation

Share of loss on equity investment

Change in fair value of

Change in fair value of warrants

Unrealized gain on investment

Changes in working capital:

Decrease in amounts receivable

and prepaid expenses

Increase (decrease) in amounts receivable and prepaid expenses

Decrease in accounts payable

1 unchanged sentence

( 3,891,577 )

in accrued expenses and other payables

Total cash flow from operating

Increase in accrued expenses and other payables

Total cash flow from operating activities

( 22,692,452 )

( 20,038,075 )

Cash flows from Investing

Proceeds from short term

investment in BC Therapeutics

cash flow from investing activities

Cash flows from financing

Cash flows from Investing activities

Purchase of equipment

Purchase of short-term investments

( 15,781,000 )

Proceeds from short-term investments

Equity investment in BC Therapeutics

Total cash flow from investing activities

( 8,795,576 )

Cash flows from financing activities

Proceeds from exercise of warrants

from the issuance of shares, net of issuance costs

cash flow from financing activities

Increase in cash

and cash equivalents

Cash and cash equivalents

at beginning of the period

Cash and cash equivalents

at end of the period

Proceeds from the issuance of shares, net of issuance costs

Total cash flow from financing activities

Increase (decrease) in cash and cash equivalents

( 3,613,587 )

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

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

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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” “BCTXZ”, and “BCTXL”.

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

“BCTXZ”, and “BCTXL”.

BriaCell Therapeutics Corp.

(“Briacell” or the “Company”)

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.

Immunotherapies have come

to the forefront in the fight against cancer as they harness the body’s own immune system to recognize and destroy cancer cells.

The Company is currently advancing its Bria-IMT™ targeted immunotherapy in combination with an immune check point inhibitor (Retifanlimab)

in a pivotal 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.

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.

A completed Bria-IMT™ Phase 2 combination study with retifanlimab (an anti-PD1

antibody manufactured by Incyte) confirmed tolerability and early efficacy.

BriaCell reported benchmark-beating patient survival and clinical

benefit in metastatic breast cancer with a median overall survival of 13.4 months in BriaCell’s metastatic breast cancer patients

6.7-9.8 months for similar patients reported in the literature in its Phase 2 study of Bria-IMT™ combination study with retifanlimab

at the 2025 American Society of Clinical Oncology (ASCO) meeting.

BriaCell is also developing personalized off-the-shelf immunotherapies,

Bria-OTS™ and Bria-OTS+™, which provides a platform technology to develop personalized off-the-shelf immunotherapies for numerous

types of cancer including breast cancer, prostate cancer, lung cancer, and melanoma.

BriaCell has an ongoing Phase 1/2 Study of Bria-OTS™,

also known as Bria-BRES™, in metastatic breast cancer.

BriaCell also has an open Investigational New Drug application (IND) for

the clinical evaluation of Bria-BRES+™, the first of the Bria-OTS+™ enhanced personalized off-the-shelf immunotherapies approved

for clinical evaluation in patients with advanced metastatic breast cancer.

BriaCell also has completed manufacturing of the Bria-PROS+™ cell line for prostate cancer.

of presentation of the financial statements:

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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 .

deficit as of April 30, 2026 was $ 134,339,456 and negative cash flows from operating activities during the nine-month period ended

April 30, 2026 was $ 22,692,452 .

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

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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.

in gross proceeds from equity financings and, in January 2026, completed a public offering generating approximately $ 30 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.

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3, 2014, under the laws of the state of Delaware, and (ii) BTC has a wholly-owned subsidiary, Sapientia Pharmaceuticals, Inc.

(“Sapientia”),

which was incorporated in September 20, 2012, under the laws of the state of Delaware.

The Company also has one Canadian subsidiary:

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

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”).

(“Sapientia”), which was incorporated in September 20, 2012, under the laws of the state of Delaware.

The Company also

has two Canadian subsidiaries (i) BriaPro Therapeutics Corp, (“BriaPro”) which was incorporated on May 15, 2023, under

the Business Corporations Act (British Columbia).

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

August 2023, pursuant to which certain pipeline assets of the Company were spun-out to BriaPro, including Bria-TILsRx™ and

protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (the “BriaPro Assets”),

resulting in a two-third (2/3) owned subsidiary of the Company with the remaining one-third (1/3) held by the Company’s

shareholders (the “Amalgamation” and the “Amalgamation Agreement”) – see also note 1(f) below.

(Sapientia and BTC and BriaPro together, the “Subsidiaries”), and (ii) Briacell Therapeutics AU Pty Ltd, a wholly owned

subsidiary in Australia, established on January 28, 2026, which is currently inactive.

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 the University of Maryland, Baltimore County (“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

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

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 issued to BriaCell 23,972,589

common shares, increasing BriaCell’s interest in BriaPro

to approximately 78 %

post-transaction.

On March 5, 2026, the disinterested shareholders of BriaPro approved the Transaction and the Transaction closed on

March 31, 2026.

Therapeutics Corp

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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.

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

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will be incurred.

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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at a rate of $ 1.25 per share, resulting in a 37.5 % ownership interest (“Initial Investment”).

to the SPA (“Initial Investment”), Briacell also received two options to invest an additional $ 225,000 per option at

$ 1.25 per BC Therapeutics share.

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

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

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

Price Model, using the following assumptions:

to the SPA (“Initial Investment”), Briacell also received two options to invest an additional $ 225,000

per option at $ 1.25

per BC Therapeutics share (“BC Therapeutic Options”)

through to June 30, 2024.

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:

Exercise price:

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Risk free interest rate:

4.902 %, Volatility:

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

by the existing shareholders.

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

the board members.

Company initially acquired a significant interest in BC Therapeutics on February 1, 2024,

by exercising the First BC Therapeutics Option, increasing its ownership to 51.2 %.

7, 2024, following the expiration of the original Second BC Therapeutics Option, the Company

and BC Therapeutics amended the SPA to introduce new options, allowing the exercise in tranches

of at least 20,000 shares at $ 1.25 per share.

On March 18, 2025, the SPA was amended a second

time, such that the Second BC Therapeutics Option is increased to 424,000 shares and expires

in June 2026 (a one year extension).

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

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

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

100 %, and expected lives ranging from 0.16 years to 0.53 years.

the Initial Investment, the Company and BC Therapeutics signed three amendments, each time,

extending the BC Therapeutic Options expiry date and increasing the amount of capital that

the Company can invest at the same price per share of $ 1.25 .

BC Therapeutic Options now expire on June 2027.

The most recent BC Therapeutic Option received

was valued at $ 193,829

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

Exercise price:

Dividend yield:

Risk free interest rate:

and expiry date:

This amount has been included in the Company’s investment

with a corresponding credit to unrealized gain on investment in the condensed consolidated

statements of operations and comprehensive loss.

During the nine-month period ended April 30,

2026, the Company exercised the BC Therapeutic Options totaling $ 260,000

and received 208,000

each exercise date, the portion of the BC Therapeutic Options being exercised was revalued using the Black-Scholes Option Price Model

and the change in fair value was recorded in the condensed consolidated statements of operations and comprehensive loss .

30, 2026, the Company revalued the remaining balance of the BC Therapeutic Options in accordance with the Black Scholes Option Price

Model, using the following assumptions:

$ 1.25 , Exercise price:

$ 1.25 , Dividend yield:

0 %, Risk free interest rate:

100 % and expiry date:

The change in fair value was recorded in the condensed consolidated statements of operations

and comprehensive loss.

BC Therapeutics has a board of four representatives,

with two representatives appointed by BriaCell and two representatives appointed by the existing shareholders.

All significant decisions

related to BC Therapeutics require the approval of at least a majority of the board members.

of April 30, 2026, the Company holds 892,000 of the 1,292,000 issued and outstanding shares in BC Therapeutics, representing a 69.04 %

ownership interest.

In addition, 28,000 shares remain available for purchase under the Second BC Therapeutics Option at an

exercise price of $ 1.25 per share;

In addition, 288,000 shares remain available for purchase under the Third BC Therapeutics Option at an exercise

price of $ 1.25 per share;

these options expire on June 30, 2027.

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

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

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

does not exercise control over BC Therapeutics.

Therapeutics Corp

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SCHEDULE OF CHANGES IN INVESTMENT

August 1, 2024

(including the value of the BC Therapeutics Options)

Balance – August 1, 2024

Funding (including the value of the BC Therapeutics Options)

Share of losses

Balance – July 31, 2025

(including the value of the BC Therapeutics Options)

– January 31, 2026

Exercise of BC Therapeutic Options during the period (funding)

Fair value of BC Therapeutics Options on February 1, 2026

in fair value during the period

Share of losses

Balance – April 30, 2026

following amounts represent the Company’s 69 % share of the assets of BC Therapeutics (July 31, 2025 – 63.1 %):

SCHEDULE OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

April 30, 2026

Current assets:

CONTINGENT LIABILITIES AND COMMITMENTS

the exercise of certain BriaCell warrants that were outstanding at the time of the Amalgamation

Agreement with BriaPro (“Briacell Legacy Warrants”), BriaCell shall, as agent

for BriaPro, collect and pay to BriaPro an amount based on an agreed formula.

As of January 31, 2026, this amount totaled of up to $ 241,164 and is eliminated on consolidation.

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.

of April 30, 2026, this amount totaled of up to $ 133,320 and is eliminated on consolidation.

to the Amalgamation Agreement, each BriaCell warrant in issuance at the time of the Amalgamation (“Briacell Legacy Warrant”)

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

On a Reverse Split basis, as of January

On a Reverse Split basis, as of April

30, 2026, 27,984 Briacell Legacy Warrants are exercisable into 27,984 Briacell Shares and 4,197,831 BriaPro Shares.

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FAIR VALUE MEASUREMENTS

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

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

30, 2026 and July 31, 2025:

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

Value Measurements at

and cash equivalents

Fair Value Measurements at

April 30, 2026

July 31, 2025

Financial Assets:

Cash and cash equivalents

Short-term investments

assets measured at fair value

liabilities measured at fair value

Total assets measured at fair value

Financial liabilities:

Warrants liability

Total liabilities measured at fair value

Therapeutics Corp

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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.

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 %.

Company classifies 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.

of April 30, 2026 and July 31, 2025, the Company held Level 1 short-term investments measured using quoted prices in active markets.

As of April 30, 2026, the Company’s short-term investments had coupon rates ranging from 1.13 % to 5.59 %.

As of July 31, 2025, the

Company’s short-term investments had coupon rates ranging from 3.00 % to 5.51 %.

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

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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.

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

Company issued the following shares during the nine-month period ended April 30, 2026:

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

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

common shares and 1,039,196

Pre-Funded Warrants were issued.

The warrants 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.

The aggregate exercise price of the Pre-Funded Warrants, except for a nominal exercise price of

$ 0.001 per share, was pre-funded to the Company and, consequently, no additional consideration (other than the nominal exercise

price of $ 0.001 per share) shall be required to be paid by the holder to affect any exercise of the Pre-Funded Warrants.

value of the Pre-Funded Warrants was based on the Company’s share price as at the corresponding valuation date.

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 ,

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

Between January 15, 2026 and January 21, 2026, the 1,039,196 Pre-Funded Warrants were exercised on a cashless basis

into 1,039,051 common shares.

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

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Share Purchase Warrants

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

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

Balance, July 31, 2025

Granted in the January 2026 Offering

Balance, April 30, 2026

of April 30, 2026, warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Exercisable At

April 30, 2026

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July 15, 2030

January 15, 2031

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

Compensation Warrants

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

summary of changes in compensation warrants for the nine-month period ended April 30, 2026 is presented below:

SUMMARY OF CHANGES IN WARRANTS

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in the January 2026 Offering

January 31, 2026

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

April 30, 2026

of April 30, 2026, compensation warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Exercisable At

April 30, 2026

September 12, 2029

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April 28, 2030

January 15, 2031

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

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SCHEDULE OF CHANGE IN FAIR VALUE OF 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:

Warrants liability

Balance as of August 1, 2025

Change in fair value during the period

Balance as of April 30, 2026

key inputs used in the valuation of the non-public warrants as of April 30, 2026 and at July 31, 2025 were as follows:

SCHEDULE OF VALUATION OF NON PUBLIC OFFERING BROKER WARRANTS

Exercise price

796.88 - 928.50

Expected life (years)

Dividend yield

Risk free rate

3.48 - 3.64 %

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

key inputs used in the valuation of the of the BriaPro Warrant Shares as of April 30, 2026 were as follows:

SCHEDULE OF BRIA PRO WARRANTS

Exercise price

0.0206 - 0.0308

$ 0.0206 - 0.0308

Expected life (years)

$ 0.07 - 0.85

Dividend yield

Risk free rate

2.14 - 2.33 %

Therapeutics Corp

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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.

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 January 31, 2026 and related information:

for nine-month period ended April 30, 2026 and related information:

SUMMARY OF NUMBER OF OPTIONS GRANTED

Number of options

exercise price

contractual term

intrinsic value

Balance as of July 31, 2025

Balance as of January

Exercisable as of January

Balance as of April 30, 2026

Exercisable as of April 30, 2026

August 1, 2025, the Company granted 37,700 stock options to employees and members of the scientific advisory board at an exercise

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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 fair value of options granted during the nine-month period ended April 30, 2026 was estimated using

the Black-Scholes option-pricing model with the following weighted-average assumptions:

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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

February 1, 2026, the Company granted 291,000 stock options to employees and members of the scientific advisory board at an exercise

price of $ 5.59 per share.

All options vest in equal quarterly installments over two years, with the first vesting date on May 1,

The options expire on February 1, 2031.

The grant-date fair value of the award was $ 1,031,192 .

The fair value of options granted

was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:

expected volatility of

123 %, expected term of 5.0 years, risk-free interest rate of 3.79 %, dividend yield of 0 %, and a stock price of $ 4.30 on the grant

of April 30, 2026, there were $ 2,069,605 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 2.25 years.

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 January

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

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

January 31, 2026

April 30, 2026

contractual term

April 30, 2026

February 1, 2031

August 1, 2030

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November 1, 2026

April 19, 2026

March 29, 2026

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

result of the Arrangement, 1,269,400 BriaPro Options were issued and are outstanding as of April 30, 2026:

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

April 30, 2026

June 20, 2028

4 unchanged sentences

November 1, 2026

September 1, 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 January

following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for nine-month period ended April 30,

SCHEDULE OF RESTRICTED STOCK UNITS GRANTED

July 31, 2025

January 31, 2026

intrinsic value

Balance, July 31, 2025

Balance, April 30, 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

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

April 30, 2026:

SCHEDULE OF BRIAPRO RESTRICTED STOCK UNITS GRANTED

intrinsic value

Balance, July 31, 2025

Balance, April 30, 2026

April 1, 2026, BriaPro granted 7,189,000 RSUs to directors under the Omnibus Plan.

These RSUs vest in full on April 1, 2027.

The grant-date

fair value of these RSUs was $ 262,399 , based on a grant-date fair value of $ 0.0365 per RSU.

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 January 31,

following table summarizes the number of PSU’s granted under the Omnibus Plan for nine-month period ended April 30, 2026:

SCHEDULE OF PERFORMANCE SHARE UNITS GRANTED

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”)

intrinsic value

Balance, July 31, 2025

Balance, April 30, 2026

August 1, 2025, the Company granted 65,935 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 .

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 .

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

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In accordance with ASC 718, management evaluates the probability of achieving each performance condition at each reporting date.

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

As of April 30, 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:

the nine-month period ended April 30, 2026, the Company achieved the performance condition related to the CFO’s PSU’s.

As a result 3,532 PSUs granted to the CFO vested and became issuable during the period.

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, 2026 and 2025 is comprised as follows:

SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES

Research, development,

and clinical trial expenses

and administrative expenses

share-based compensation

Three months ended

Nine months ended

Research, development, and clinical trial expenses

General and administrative expenses

Total share-based compensation

FINANCIAL INCOME, NET

SCHEDULE OF FINANCIAL INCOME, NET

Three months ended

Nine months ended

Interest income

exchange gain (loss)

Interest expense

Foreign exchange gain (loss)

Financial income, net

RESEARCH, DEVELOPMENT, AND CLINICAL TRIAL EXPENSES, NET

5 unchanged sentences

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

the three and nine months ended April 30, 2026, the Company received $ 110,205 and $ 936,363 , 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

of April 30, 2026, the Company may receive up to an additional $ 1.1 million under the grant, subject to the achievement of certain

research objectives and compliance with the grant terms.

SUBSEQUENT EVENTS

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.

SUBSEQUENT EVENT

The Company evaluated the possibility of subsequent

events existing in the Company’s unaudited condensed consolidated financial statements through June 9, 2026, 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 June 2, 2026, the Company closed a public offering for the purchase and sale of 1,449,300 common shares of the Company for aggregate gross proceeds of approximately $ 4.7 million before deducting placement agent fees and other offering expenses (the “June 2026 Offering”).

Each common share was sold at a public offering price of $ 3.25 per share.

In addition, the Company issued 72,465 agent warrants.

The agent warrants are immediately exercisable for a period of five years from the closing date at an exercise price of $ 4.06 .

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