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Item 1. Financial Statements

2025-06-16 compared with 2025-03-12 · 432 added, 412 removed, 353 unchanged (71% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

January 31, 2025

July 31, 2024

CURRENT ASSETS:

Cash and cash equivalents

Amounts receivable and prepaid expenses

Total current assets

Cash and cash

receivable and prepaid expenses

current assets

NON-CURRENT ASSETS:

Equity investment in BC Therapeutics

Equity investment in BC

Intangible assets, net

Property and equipment, net

Long term prepaid expenses

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Property and equipment,

term prepaid expenses

non-current assets

LIABILITIES AND SHAREHOLDERS’

CURRENT LIABILITIES:

Trade payables

Accrued expenses and other payables

Total current liabilities

expenses and other payables

current liabilities

NON-CURRENT LIABILITIES:

Warrant liability

Total non-current liabilities

SHAREHOLDERS’ EQUITY (DEFICIT) (1) :

non-current liabilities

SHAREHOLDERS’

EQUITY (DEFICIT) (1) :

Share Capital of no

par value - Authorized:

unlimited at January 31, 2025 and July 31, 2024, Issued and outstanding:

shares January 31, 2025 and 1,218,984

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

shares April 30, 2025 and 1,218,984

July 31, 2024, respectively (1)

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( 85,443,697 )

Total shareholders’ equity (deficit) (1)

shareholders’ equity (deficit) (1)

( 2,684,932 )

Total liabilities and shareholders’ equity (deficit)

liabilities and shareholders’ equity (deficit)

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

THERAPEUTICS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2025

Three months ended

Six months ended

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

Operating Expenses:

Research, development, and clinical trial expenses

General and administrative expenses

Research, development,

and clinical trial expenses

and administrative expenses

Total operating expenses

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( 27,562,122 )

Financial expenses, net

Financial income (expenses),

Change in fair value of the warrant liability

( 1,567,747 )

Share of loss on equity investment

Net loss for the period

$ ( 6,337,828 )

$ ( 11,333,910 )

of loss on equity investment

Net income (loss) for the

$ ( 6,224,929 )

$ ( 18,392,033 )

Net loss attributable to non-controlling interest

Net loss and Comprehensive loss for the period attributable to BriaCell

( 3,682,796 )

Net loss attributable

to non-controlling interest

income (loss) for the period attributable to BriaCell

( 6,126,902 )

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( 3,577,301 )

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 (1)

Weighted average number of shares used in computing net diluted earnings per share

of common stock (1)

Net income (loss) per share

attributable to BriaCell – basic and diluted

Weighted average number

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

Weighted average number

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

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

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE AND SIX MONTHS ENDED JANUARY 31, 2025

Share capital

Accumulated other

THE THREE AND NINE MONTHS ENDED APRIL 30, 2025

comprehensive

shareholders’

Balance, October 31, 2024

Balance, January 31, 2025

$ ( 138,684 )

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Issuance of Options

Exercise of warrants

Issuance of units

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( 6,224,929 )

Balance, January 31, 2025

Balance, April 30,

$ ( 138,684 )

1 unchanged sentence

$ ( 474,058 )

Share capital

Accumulated other

comprehensive

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( 18,392,033 )

Balance, January 31, 2025

$ ( 138,684 )

Balance, April 30,

$ ( 138,684 )

$ ( 103,664,194 )

Share capital (1)

Accumulated other

comprehensive

shareholders’ equity

Balance, October 31, 2023

$ ( 474,058 )

other comprehensive

shareholders’

Balance, January 31, 2024

$ ( 138,684 )

$ ( 85,945,291 )

Issuance of options

Loss for the period

$ ( 244,418 )

$ ( 8,317,455 )

Balance, January 31, 2024

Issuance of options

Income (loss) for the

Balance, April 30, 2024

$ ( 138,684 )

2 unchanged sentences

$ ( 6,232,998 )

Share capital (1)

Accumulated other

comprehensive

other comprehensive

shareholders’

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$ ( 3,777,181 )

Instruments issued to minority shareholders at the Arrangement Date

Instruments issued to minority shareholders

at the Arrangement Date

Issuance of options

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( 3,682,796 )

Net loss for the period

Income (loss) for the

( 3,577,301 )

( 3,682,796 )

Balance, January 31, 2024

Balance, April 30, 2024

$ ( 138,684 )

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$ ( 6,232,998 )

January 3, 2025, the Company’s board of directors approved a 1-for-15

reverse stock split , which became effective on January 24, 2025.

The Company’s common shares began trading on a

post-split basis on January 29, 2025, under the existing ticker symbols “BCTX” (Nasdaq) and “BCT” (TSX).

reverse stock split did not change the total authorized share capital of the Company or the par value of its common shares

(“Reverse Stock-Split”).

Outstanding stock options, warrants, and other equity-based instruments were adjusted proportionally, with the number

of shares issuable reduced and the exercise price per share increased by a factor of 15.

Any fractional shares resulting from the split

were rounded down to the nearest whole share.

As a result of the reverse stock split, the number of common shares outstanding

as of January 24, 2025, was 2,946,940 .

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

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

“BCTX” (Nasdaq) and “BCT” (TSX).

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

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

Outstanding stock options, warrants, and

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

share increased by a factor of 15.

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

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

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

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THERAPEUTICS CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2025

Six months ended January 31,

Cash flow from operating activities

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

months ended April 30,

Cash flow from operating

Net loss for the period

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$ ( 3,682,796 )

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

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

Share-based compensation

Share of loss on equity investment

Share of loss on equity

Change in fair value of warrants

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Changes in assets and liabilities:

Decrease (increase) in amounts receivable

Decrease in prepaid expenses

(Decrease) increase in trade payable

Decrease in amounts receivable

(Increase) decrease in

prepaid expenses

(Decrease) increase in

trade payable

( 3,891,577 )

Increase (decrease) in accrued expenses and other payables

Total cash flow from operating activities

(decrease) in accrued expenses and other payables

Total cash flow from operating

( 20,038,075 )

( 20,090,398 )

Cash flows from investing activities

Equity Investment in BC Therapeutics

Total cash flow from investing activities

Cash flows from financing activities

Cash flows from investing

Investment in BC Therapeutics

cash flow from investing activities

Cash flows from financing

Proceeds from exercise of warrants

Proceeds from the issuance of shares, net of issuance costs

Total cash flow from financing activities

Decrease in cash and cash equivalents

from the issuance of units, net of issuance costs

cash flow from financing activities

Increase (decrease) in cash

and cash equivalents

( 20,315,398 )

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

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” and “BCTXW”.

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

Therapeutics Corp.

(the “Company”), is a clinical-stage biotechnology company that is developing novel immunotherapies to

transform cancer care.

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

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

that is developing novel immunotherapies to transform cancer care.

Immunotherapies have come

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

system to recognize and destroy cancer cells.

The Company is currently advancing its Bria-IMT™ targeted immunotherapy in combination

with an immune check point inhibitor (Retifanlimab, manufactured and supplied by Incyte) in a pivotal 1 Phase 3

study in metastatic breast cancer.

The pivotal Phase 3 study of Bria-IMT™ is currently under Fast Track Designation by the U.S.

FDA intended to accelerate the review process of novel treatments that address unmet medical needs.

Positive completion of the pivotal

Phase 3 study, following review by FDA, could lead to full approval of the Bria-IMT™ plus an immune checkpoint inhibitor in metastatic

The Company is currently advancing its Bria-IMT™

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

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

breast cancer.

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

Designation by the U.S.

FDA intended to accelerate the review process of novel treatments

that address unmet medical needs.

Positive completion of the pivotal Phase 3 study, following

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

inhibitor in metastatic breast cancer.

Additionally,

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

The study will investigate Bria-OTS™ alone and

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

Ltd.) for the treatment of metastatic breast cancer.

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

technology to develop personalized off-the-shelf immunotherapies for numerous types of cancer, and a soluble cluster of differentiation

80 (“soluble CD80” protein therapeutic which acts both as a stimulator of the immune system as well as an immune checkpoint

The study will investigate Bria-OTS™ alone

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

the treatment of metastatic breast cancer.

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

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

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

of presentation of the financial statements:

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

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

on January 24, 2025.

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

ticker symbols “BCTX” (Nasdaq) and “BCT” (TSX).

The reverse stock split did not change the total authorized

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

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

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

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

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

“BCTX” (Nasdaq) and “BCT” (TSX).

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

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

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

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

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

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

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

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

In the course of such

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

Company’s accumulated deficit as of January 31, 2025 was $ 97,537,292 and

negative cash flows from operating activities during the six-month period ended January 31, 2025 was $ 12,875,298 .

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

existing working capital resources.

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

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

operations when they come due.

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

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

These unaudited condensed consolidated financial statements do

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

not be able to continue as a going concern.

In the course

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

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

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

The Company is planning to finance its operations by exploring additional

sources of capital and financing, while managing its existing working capital resources.

The Company’s ability to continue

as a going concern is dependent upon its ability to attain future profitable operations and to obtain the necessary financing to

meet its obligations arising from normal business operations when they come due.

The uncertainty of the Company’s ability to

raise such financial capital casts substantial doubt on the Company’s ability to continue as a going concern.

These unaudited

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

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

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

gross offering completed in September 2024, a $ 5.0 million

gross offering completed in October 2024, a $ 5.55 million

gross offering completed in December 2024 and in February 2025, the Company closed a public offering for the purchase and sale of 762,500 common

shares of the Company for aggregate gross proceeds of approximately $ 3.05 million

before deducting placement agent fees and other offering expenses – see note 9a.

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

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

Company has two wholly-owned U.S.

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Under the terms of the Arrangement, for each BriaCell share

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

BriaCell (retiring their old share) having the same terms and characteristics as the existing BriaCell common shares.

will remain listed on the NASDAQ Stock Market and Toronto Stock Exchange, and BriaPro is an unlisted reporting issuer in Canada.

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

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

common shares.

The Company will remain listed on the NASDAQ Stock Market and Toronto Stock Exchange, and BriaPro is an unlisted reporting

issuer in Canada.

following the closing of the Arrangement, the Company controls 2/3rd of the BriaPro common shares representing approximately 66.6 %

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a result of the Arrangement, there are 47,945,178 BriaPro Shares issued and outstanding.

The Company now beneficially owns

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

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

Warrant”) shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof, one BriaCell

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

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

the exercise of 15 BriaCell Legacy Warrants (post Reverse

Stock-Split) , BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount for each one (1) BriaPro Share so

issued that is equal to the exercise price under the 15 BriaCell Legacy Warrants multiplied by the fair market value of one (1)

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

the Effective Date (“BriaPro Warrant Shares”).

On a post Reverse Stock-Split basis, as of January 31, 2025, 554,553 Briacell Legacy Warrants are exercisable into

554,553 Briacell Shares and 8,168,295 BriaPro Shares.

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

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

There were 2,131,400 (pre Reverse Stock Split)

Briacell Legacy Options at the time of the Arrangement.

The exercise price of the BriaCell Legacy Options was apportioned

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

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

multiplying the original exercise price of the BriaCell Option by the quotient obtained by dividing (A) the fair market value of a

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

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

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

The Company now beneficially owns or controls

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

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

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

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

Warrants issued by the Company,

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

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

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

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

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

On a post Reverse Stock-Split

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

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

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

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

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

The exercise price of the

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

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

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

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

Share at the Effective Date.

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

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

Services Agreement

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

Therapeutics Corp

to the Condensed Consolidated Financial Statements

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

SIGNIFICANT ACCOUNTING POLICIES

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Actual results could differ from those estimates.

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

Prepaid expenses

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in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for

using the equity method, with the Company’s share of losses reported in the loss from equity method investments on the statements

of operation and comprehensive loss.

using the equity method, with the Company’s share of losses reported in the loss from equity method investments on the unaudited

condensed consolidated statement of operations and comprehensive loss.

The Company has a 60.9 % interest in BC Therapeutics.

Management evaluates whether it has control

over the investee in accordance with the guidance of ASC 810, which requires judgment to assess factors such as power over significant

activities of the investee, exposure to variable returns, and the ability to affect those returns.

Based on this evaluation, management

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

evaluates whether it has control over the investee in accordance with the guidance of ASC 810, which requires judgment to assess

factors such as power over significant activities of the investee, exposure to variable returns, and the ability to affect those

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

Recently issued and adopted accounting standards :

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

Improvements to

Income Tax Disclosures.

This standard modifies the rules on income tax disclosures to

require entities to disclose specific categories in the rate reconciliation, the income or

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

or benefit from continuing operations.

ASU 2023-09 also requires entities to disclose their

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

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

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

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

and disclosures.

Improvements to Income Tax Disclosures.

This standard

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

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

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

jurisdictions.

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

This ASU should

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

The Company is currently evaluating the impact

of this standard on its financial statements and disclosures.

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

Scope Application of Profits

Interest and Similar Awards.

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

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

The ASU includes scenarios

where profits interest awards are classified as equity instruments or liability awards and situations where they fall outside ASC

Topic 718, being accounted for under ASC Topic 710.

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

adoption is permitted.

Scope Application of Profits Interest

and Similar Awards.

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

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

The ASU includes scenarios where profits

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

accounted for under ASC Topic 710.

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

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

director, officer, employee or consultant has a profit interests awards and therefore this standard has no effect on the

Company’s financial statements and

No director, officer, employee

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

and disclosures.

In June 2025, the FASB issued ASU 2025-03 - Business Combinations (Topic

805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in a Variable-Interest Entity .

This standard clarifies that

when a business combination is effected primarily by exchanging equity interests and the legal acquiree is a variable-interest entity

(“VIE”) that meets the definition of a business, entities must identify the accounting acquirer using the factors in ASC 805-10-55-12

through 55-15, rather than relying solely on the VIE consolidation model.

The ASU is effective for years beginning after December 15,

2026, but early adoption is permitted.

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

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

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

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

Clarifying the Effective Date.

This standard

amends the guidance issued in 2024 to confirm that all public business entities must present the required expense-disaggregation disclosures

in annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027.

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

This ASU should be applied on a prospective basis,

although retrospective application is permitted.

Because the amendment only affects disclosure timing, the Company does not expect this

standard to have a material impact on its financial statements and disclosures.

THERAPEUTICS CORP.

8 unchanged sentences

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

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 initially valued at $ 76,350

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

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 initially valued at $ 76,350 in accordance with the Black

Scholes Option Price Model, using the following assumptions:

$ 1.25 , Exercise price:

$ 1.25 , Dividend yield:

Risk free interest rate:

free interest rate:

4.902 %, Volatility:

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

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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 %.

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

the Company and BC Therapeutics amended the SPA to introduce new options, allowing the exercise in tranches of at least 20,000 shares

at $ 1.25 per share.

During the six-month period ended January 31, 2025, the Company exercised this option in six monthly tranches,

totaling $ 150,000 for 120,000 shares.

As of January 31, 2025, the Company holds 540,000 shares in BC Therapeutics, representing 57.4 %

of the total issued and outstanding shares.

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 nine-month period ended April 30, 2025, the

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

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

ownership interest.

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

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

these options expire on June 30, 2026.

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

5 unchanged sentences

– July 31, 2024

– January 31, 2025

– April 30, 2025

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

SCHEDULE OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

January 31, 2025

Current assets:

CONTINGENT LIABILITIES AND COMMITMENTS

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

agreed formula (detailed in note 1(f)).

As of January 31, 2025, this amount totaled up to $ 241,164

and is eliminated on consolidation.

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

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

the same terms

THERAPEUTICS CORP.

1 unchanged sentence

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

CONTINGENT LIABILITIES AND COMMITMENTS

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

formula (detailed in note 1(f)).

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

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

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

the same terms

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, 2025, and July 31, 2024:

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

Fair Value Measurements at

January 31, 2025

July 31, 2024

Financial Assets:

Cash and cash equivalents

Total assets measured at fair value

Financial liabilities:

Warrants liability

Total liabilities measured at fair value

Value Measurements at

and cash equivalents

assets measured at fair value

liabilities measured at fair value

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

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Issued share capital

January 3, 2025, the Company’s board of directors approved a reverse stock split (the “Reverse Split”) of the Company’s

common shares on a 1-for-15 basis, which became effective on January 24, 2025 (the “Effective Date”).

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

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

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

The Company’s

post-split common shares began trading on The Nasdaq Capital Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”)

at market open on January 29, 2025, under the existing ticker symbols “BCTX” (Nasdaq) and “BCT” (TSX”)

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

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

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

with a new CUSIP number (107930208).

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

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

3 unchanged sentences

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

Following the Reverse Split, the number of common shares outstanding as

of the Effective Date was 2,946,940 .

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

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

1 unchanged sentence

prices, as applicable.

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

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

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

1 unchanged sentence

to reflect the Reverse Split for all periods presented.

Company issued the following shares during the six-month period ended January 31, 2025:

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

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

1 unchanged sentence

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

connection with the September 2024 Offering, the Company issued 41,083

placement agent warrants with an exercise

price of $ 12.94

These placement agent warrants

are exercisable beginning on March 11, 2025, and expire five

years from the date of issuance.

value of the broker warrants was determined to be $ 247,800

using the Black-Scholes option pricing model,

with the following assumptions:

In connection with the September

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

These placement agent

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

The fair value of the broker

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

share price -

exercise price - $ 12.94 ;

expected life – 5

expected life – 5 years;

annualized volatility - 109 %;

2 unchanged sentences

3.469 %, non-marketability discount – 16.38 %.

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

October 2, 2024, the Company closed a registered direct offering for the purchase and sale

of 341,900 common shares of the Company and warrants to purchase up to an aggregate of 341,900

common shares of the Company for aggregate gross proceeds of $ 5 million before deducting

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

Each common share was sold together with one warrant to purchase one common share at a combined

purchase price of $ 14.63 .

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

The amount was credited to the warrant reserve

at the date of the September 2024 Offering.

On October 2, 2024, the Company

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

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

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

Each common share was sold together with one warrant to purchase

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

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

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

connection with the October 2024 Offering, the Company issued 17,095 placement agent warrants.

The placement agent warrants are immediately

exercisable at an exercise price of $ 18.28 per share and expire five years from the date of issuance.

fair value of the 341,900 October 2024 Warrants was determined to be $ 2,211,266 (gross, before deducting share issuance costs) using

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

In connection with the October 2024 Offering,

the Company issued 17,095 placement agent warrants.

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

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

The fair value of the 341,900 October 2024

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

with the following assumptions:

share price - $ 8.10 ;

exercise price - $ 12.75 ;

expected life –

expected life – 5 years;

annualized volatility

1 unchanged sentence

risk-free rate – 3.553 %.

fair value of the 17,095 placement agent warrants was determined to be $ 204,128 using the Black-Scholes option pricing model, with the

following assumptions:

The fair value of the 17,095 placement agent

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

share price -

2 unchanged sentences

annualized volatility - 112 %;

dividend yield - 0 %;

risk-free rate –

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

December 13, 2024, the Company closed a public offering for the purchase and sale of 493,333

common shares of the Company and warrants to purchase up to an aggregate of 493,333 common

shares of the Company for aggregate gross proceeds of approximately $ 5.55 million before

deducting underwriting discounts, commissions, and other offering expenses (the “December

The amounts were credited to the warrant reserve

at the date of the October 2024 Offering.

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

On December 13, 2024, the Company closed a

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

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

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

Each common share was sold together with one warrant to purchase

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

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

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

In connection with the December 2024 Offering,

the Company issued 24,666 agent warrants.

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

expire five years from the date of issuance.

The fair value of the 493,333 December 2024

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

with the following assumptions:

share price - $ 6.60 ;

exercise price - $ 14.06 ;

expected life – 5 years;

annualized volatility

dividend yield - 0 %;

risk-free rate – 4.133 %.

The fair value of the 24,666 agent warrants

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

share price - $ 9.90 ;

price - $ 14.06 ;

expected life – 5 years;

annualized volatility - 111 %;

dividend yield - 0 %;

risk-free rate – 4.133 %.

The amounts were credited to the warrant reserve

at the date of the December 2024 Offering.

On February 5, 2025, the Company closed a

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

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

2025 Offering”).

Each common share was sold together with one warrant to purchase one

common share at a combined purchase price of $ 11.25 .

The warrants have an exercise price

of $ 14.06 per share, are immediately exercisable, and expire five years from the date of

issuance (“December 2024 Warrants”).

connection with the December 2024 Offering, the Company issued 24,666 agent warrants.

The agent warrants are immediately exercisable

at an exercise price of $ 14.06 per share and expire five years from the date of issuance.

fair value of the 493,333 December 2024 Warrants was determined to be $ 2,327,089 (gross, before deducting share issuance costs) using

In connection with the February 2025 Offering,

the Company issued 38,125 placement agent warrants with an exercise price of $ 5.00 per share.

These placement agent warrants are immediately

exercisable and expire five years from the date of issuance.

The fair value of the broker warrants was determined to be $ 156,130 using

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

1 unchanged sentence

exercise price – $ 5.00 ;

life – 5 years;

annualized volatility – 112 %;

dividend yield – 0 %;

risk-free rate – 4.37 %.

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

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

offering for the purchase and sale of 3,066,666 units for aggregate gross proceeds of approximately $ 13.8 million before deducting underwriting

discounts, commissions, and other offering expenses (the “April 2025 Offering”).

Of those units, 2,405,966 were “regular”

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

and 660,700 were “pre-funded” units, each consisting of one pre-funded warrant (at a $ 0.001 strike) and one five-year publicly

traded warrant at a combined purchase price of $ 4.499 per unit.

All warrants have an exercise price of $ 5.25 per share, are immediately

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

The April 2025 Warrants trade on the

NASDAQ under the symbol “BCTXZ.”

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

The representative’s warrants

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

fair value of the 3,066,666 April 2025 Warrants was determined to be $ 5,666,620 (gross, before deducting share issuance costs) using

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

share price - $ 2.65 ;

exercise price - $ 5.25 ;

expected life –

2 unchanged sentences

risk-free rate – 3.885 %.

fair value of the 24,666 agent warrants was determined to be $ 188,252 using the Black-Scholes option pricing model, with the following

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

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

with the following assumptions:

share price - $ 5.00 ;

4 unchanged sentences

risk-free rate – 3.885 %.

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

the six-month period ended January 31, 2025, a total of 64,391 October 2024 Warrants with an exercise price of $ 12.75 were exercised,

generating gross proceeds of $ 821,015 .

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

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

2025 Offering.

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

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

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

The Company issued

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

Share Purchase Warrants

summary of changes in share purchase warrants for the six-month period ending January 31, 2025 is presented below:

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

SUMMARY OF CHANGES IN WARRANTS

Number of options outstanding

Weighted average exercise price

Balance, July 31, 2024

Granted in the October 2024 Offering

Granted in the January 2025 Offering

Balance, January 31, 2025

of January 31, 2025, warrants outstanding were as follows:

July 31, 2024

in the October 2024 Offering

in the December 2024 Offering

in the April 2025 Offering

April 30, 2025

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

SCHEDULE OF WARRANTS OUTSTANDING

Exercise Price

Exercisable At

January 31, 2025

November 16, 2025

February 26, 2026 – April 26, 2026

December 7, 2026

November 17, 2029

October 2, 2029

December 12, 2029

26, 2026 – April 26, 2026

Briacell Legacy Warrants – see note 1(f)

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

Compensation Warrants

summary of changes in compensation warrants for the six-month period ended January 31, 2025 is presented below:

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

SUMMARY OF CHANGES IN WARRANTS

Number of warrants

Weighted average

exercise price

Balance, July 31, 2024

Granted in the September 2024 Offering

Granted in the October 2024 Offering

Granted in the December 2024 Offering

Balance, January 31, 2025

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

July 31, 2024

in the September 2024 Offering

in the October 2024 Offering

in the December 2024 Offering

in the February 2025 Offering

in the April 2025 Offering

April 30, 2025

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

SCHEDULE OF WARRANTS OUTSTANDING

Exercise Price

Exercisable At

January 31, 2025

November 16, 2025

February 26, 2026

September 12, 2029

October 2, 2029

December 12, 2029

Briacell Legacy Warrants – see note 1(f)

from March 11, 2025.

Legacy Warrants – see note 1(f)

Warrant liability continuity

1 unchanged sentence

SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS

Warrants liability

Balance as of August 1, 2024

Change in fair value during the period

$ ( 190,198 )

Balance as of January 31, 2025

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

as of August 1, 2024

in fair value during the period

as of April 30, 2025

THERAPEUTICS CORP.

to the Condensed Consolidated Financial Statements

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

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

SCHEDULE OF VALUATION OF NON-PUBLIC WARRANTS

January 31, 2025

July 31, 2024

Exercise price

79.69 - 92.85

Expected life (years)

Dividend yield

Risk free rate

2.77 - 4.22 %

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

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

SCHEDULE OF BRIA PRO WARRANTS

August 31, 2023

(Effective Date)

January 31, 2025

Exercise price

0.0206 - 0.0308

Expected life (years)

Dividend yield

Risk free rate

2.66 - 2.77 %

SHARE-BASED COMPENSATION

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

for six-month period ended January 31, 2025 and related information:

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

SUMMARY OF NUMBER OF OPTIONS GRANTED

Number of options

exercise price

contractual term

intrinsic value

Balance as of July 31, 2024

Balance as of January 31, 2025

Exercisable as of January 31, 2025

January 16, 2025, the Company granted 3,333 options to a consultant with an exercise price

50% vested immediately, and the remaining 50% will vest three months from the grant

as of July 31, 2024

as of April 30, 2025

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

All options vested

in full on April 16, 2025.

The options expire on January 16, 2030.

The fair value of the 3,333 stock options issued

was $ 16,241.60 .

of January 31, 2025, there are $ 270,747 of total unrecognized costs related to share-based compensation that is expected to be recognized

over the next quarter.

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

THERAPEUTICS CORP.

1 unchanged sentence

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

SHARE-BASED COMPENSATION (Cont.)

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

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

average remaining contractual term (years)

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

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

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

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

outstanding as of January 31, 2025

exercisable as

of January 31, 2025

June 20, 2028

February 27, 2028

August 02, 2027

February 16, 2027

January 13, 2027

November 01, 2026

September 01, 2026

April 30, 2025

March 29, 2026

Share Unit Plan

following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of January 31, 2025:

SCHEDULE OF RESTRICTED STOCK UNITS GRANTED

intrinsic value

Balance, July 31, 2024

Balance, January 31, 2025

January 16, 2025, the Company granted 58,333 RSU’s to the Chief Executive

Officer (“CEO”) as compensation for deferred salary, with immediate vesting.

The fair value

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

Additionally,

on the same date, the Company granted 3,333 RSUs to a consultant, with 50% vesting immediately and the remaining 50% vesting three months

from the grant date.

contractual term

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

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

THERAPEUTICS CORP.

1 unchanged sentence

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

SHARE-BASED COMPENSATION (Cont.)

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, 2025 and 2024 is comprised as follows:

Share Unit Plan

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

SCHEDULE OF RESTRICTED STOCK UNITS GRANTED

July 31, 2024

April 30, 2025

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

salary, with immediate vesting.

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

Additionally,

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

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

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

SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES

Three months ended

Six months ended

Research, development, and clinical trial expenses

General and administrative expenses

Total share-based compensation

development, and clinical trial expenses

and administrative expenses

share-based compensation

FINANCIAL INCOME (EXPENSES), NET

SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET

Three months ended

Six months ended

Interest income

Foreign exchange gain (loss)

Financial income (expenses), net

exchange gain (loss)

income (expenses), net

SUBSEQUENT EVENT

Company evaluated the possibility of subsequent events existing in the Company’s unaudited condensed consolidated financial statements

through March 12, 2025, the date that the condensed consolidated financial statements were available for issuance.

The Company is not

aware of any subsequent events which would require recognition or disclosure in the consolidated financial statements, except as follows:

February 5, 2025, the Company closed a public offering for the purchase and sale of 762,500 common shares of the Company for aggregate

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

2025 Offering”).

Each common share was sold at a public offering price of $ 4.00 per share.

In addition, the Company issued

38,125 agent warrants.

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

price of $ 5.00 .

The Company evaluated the possibility of subsequent

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

condensed consolidated financial statements were available for issuance.

The Company is not aware of any subsequent events which would

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

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

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