BriaCell Therapeutics Corp.
For the period ended Jan 31, 2026. Filed Mar 10, 2026.
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Jan 31, 2026 · Filed Mar 10, 2026
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Notes to Unaudited Condensed Consolidated Financial Statements
BriaCell Therapeutics Corp
NOTE 1: GENERAL AND GOING CONCERN
| a. | BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) was incorporated under the Business Corporations Act (British Columbia) on July 26, 2006 and is listed on the Toronto Stock Exchange (“TSX”) under the symbol “BCT”. The Company also trades on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX”, “BCTXW” “BCTXZ”, and “BCTXL”. |
| b. | BriaCell 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 pivotal1 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. |
| c. | Basis of presentation of the financial statements: |
| The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the U.S Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting of a normal recurring nature which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. | |
| The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report for the year ended July 31, 2025, filed with the SEC on October 16, 2025. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. |
| d. | Going concern |
| The Company continues to devote substantially all of its efforts toward research and development activities. In the course of such activities, the Company has sustained operating losses and expects such losses to continue in the foreseeable future. The Company’s accumulated deficit as of January 31, 2026 was $127,174,949 and negative cash flows from operating activities during the six-month period ended January 31, 2026 was $15,672,094. The Company is planning to finance its operations by exploring additional sources of capital and financing, while managing its existing working capital resources. During the year ended July 31, 2025, the Company raised $50.9 million in gross proceeds from equity financings and, in January 2026, completed a public offering generating approximately $30.0 million in gross proceeds. However, the Company’s ability to continue as a going concern is dependent upon its ability to attain future profitable operations and to continue to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. The uncertainty of the Company’s ability to raise such financial capital casts substantial doubt on the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company not be able to continue as a going concern. | |
| e. | The Company has two wholly-owned U.S. subsidiaries: (i) BriaCell Therapeutics Corp. (“BTC”), which was incorporated in April 3, 2014, under the laws of the state of Delaware, and (ii) BTC has a wholly-owned subsidiary, Sapientia Pharmaceuticals, Inc. (“Sapientia”), which was incorporated in September 20, 2012, under the laws of the state of Delaware. The Company also has one Canadian subsidiary: BriaPro Therapeutics Corp, (“BriaPro”) which was incorporated on May 15, 2023, under the Business Corporations Act (British Columbia). BriaPro was established to complete a plan of arrangement spinout transaction in August 2023, pursuant to which certain pipeline assets of the Company were spun-out to BriaPro, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (the “BriaPro Assets”), resulting in a two-third (2/3) owned subsidiary of the Company with the remaining one-third (1/3) held by the Company’s shareholders (the “Amalgamation” and the “Amalgamation Agreement”) – see also note 7(a). (Sapientia and BTC and BriaPro together, the “Subsidiaries”). |
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
a. Use of estimates:
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include the determination of the fair value of warrant liabilities, which are measured using valuation models that require assumptions such as share price volatility, expected term, and risk-free interest rates. Changes in these inputs could materially impact the valuation of the warrant liability and the amounts recognized in the condensed consolidated financial statements.
b. Prepaid expenses
The Company has prepaid certain expenses in respect of its pivotal phase III trial and estimates the period over which such expenses will be incurred. As of January 31, 2026, the Company revised its estimate of the time to completion in respect of this trial. Amounts estimated to be expenses in more than 12 months have been classified to long-term prepaid expenses.
c. The useful life of property and equipment
Property and equipment are depreciated over their useful lives. Useful lives are based on management’s estimates of the period that the assets will be used which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the amounts charged to the consolidated statement of operations and comprehensive loss in specific periods.
d. Investment equity method:
Investments in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using the equity method, with the Company’s share of losses reported in the loss from equity method investments on the statements of operation and comprehensive loss. The Company has a 67.8% interest in BC Therapeutics. Management evaluates whether it has control over the investee in accordance with the guidance of ASC 810, which requires judgment to assess factors such as power over significant activities of the investee, exposure to variable returns, and the ability to affect those returns. Based on this evaluation, management determines whether control or significant influence is present for accounting purposes.
e. Segment reporting:
The Company manages its business activities on a consolidated basis and operates as one reportable segment. The Company’s operations are focused on the research and development of its immunotherapy product candidates and related supporting activities. The Chief Executive Officer is identified as the Company’s Chief Operating Decision Maker (“CODM”).
The accounting policies of the segment are the same as those used in the condensed consolidated financial statements. The CODM evaluates the Company’s performance and allocates resources using consolidated financial information, including net loss and cash flow forecasts. The Company’s significant expenses, which consist primarily of research and development and general and administrative expenses, are consistent with the captions presented on the consolidated statements of operations and comprehensive loss.
f. Share-based compensation:
The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation – Stock Compensation”, which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service.
The Company has selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The Company recognizes forfeitures of equity-based awards as they occur. Restricted share units use the share price on the grant date to determine the fair value of the restricted share unit award.
For performance-based stock units (“PSUs”) that do not contain market conditions, the Company measures the grant-date fair value using the closing price of the common stock on the date of grant. Compensation cost for these awards is recognized over the requisite service period based on the number of awards that are expected to vest. Management evaluates the probability of achieving the applicable performance conditions each reporting period and adjusts the expense recognition accordingly.
As of the date of this report, the Company has issued stock options, RSUs, and PSUs that do not contain market conditions.
g. Recently issued and adopted accounting standards:
As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. The pronouncements below relate to standards that impact the Company.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| 1. | In January 2025, the FASB issued ASU 2025-01 - Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This standard amends the guidance issued in 2024 to confirm that all public business entities must present the required expense-disaggregation disclosures in annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. The ASU is effective for years beginning after those dates, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. Because the amendment only affects disclosure timing, the Company does not expect this standard to have a material impact on its financial statements and disclosures. |
| 2. | In June 2025, the FASB issued ASU 2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a Variable-Interest Entity. This standard clarifies that when a business combination is effected primarily by exchanging equity interests and the legal acquiree is a variable-interest entity (“VIE”) that meets the definition of a business, entities must identify the accounting acquirer using the factors in ASC 805-10-55-12 through 55-15, rather than relying solely on the VIE consolidation model. The ASU is effective for years beginning after December 15, 2026, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures. |
NOTE 3: INVESTMENT IN BC THERAPEUTICS INC.
On December 21, 2021, the Company and BC Therapeutics, Inc. (“BC Therapeutics” or “the Investee”) entered a share purchase agreement (“SPA”), pursuant to which the Company initially provided a loan of $300,000 to BC Therapeutics, with no interest to be paid. Subsequently, in accordance with the SPA, this loan was converted into an equity investment in BC Therapeutics at a rate of $1.25 per share, resulting in a 37.5% ownership interest (“Initial Investment”).
Pursuant to the SPA (“Initial Investment”), Briacell also received two options to invest an additional $225,000 per option at $1.25 per BC Therapeutics share. The first option expired on February 15, 2024 (“First BC Therapeutics Option”) and the second option expired on June 30, 2024 (“Second BC Therapeutics Options”, together, the “BC Therapeutic Options”). In accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued at $76,350 in accordance with the Black Scholes Option Price Model, using the following assumptions: Share price: $1.25, Exercise price: $1.25, Dividend yield: 0%, Risk free interest rate: 4.902%, Volatility: 100%.
BC Therapeutics has a board of four representatives, with two representatives appointed by BriaCell and two representatives appointed by the existing shareholders. All significant decisions related to BC Therapeutics require the approval of at least a majority of the board members.
The Company initially acquired a significant interest in BC Therapeutics on February 1, 2024, by exercising the First BC Therapeutics Option, increasing its ownership to 51.2%. On August 7, 2024, following the expiration of the original Second BC Therapeutics Option, the Company and BC Therapeutics amended the SPA to introduce new options, allowing the exercise in tranches of at least 20,000 shares at $1.25 per share. On March 18, 2025, the SPA was amended a second time, such that the Second BC Therapeutics Option is increased to 424,000 shares and expires in June 2026 (a one year extension). During the six-month period ended January 31, 2026, the Company exercised this option in totaling $165,000 and received 132,000 shares. As of January 31, 2026, the Company holds 816,000 of the 1,204,000 issued and outstanding shares in BC Therapeutics, representing a 67.8% ownership interest. In addition, 28,000 shares remain available for purchase under the Second BC Therapeutics Option at an exercise price of $1.25 per share; these options expire on June 30, 2026.
In accordance with ASC 810, the Company continues to account for the investment under the equity method of accounting as the Company does not exercise control over BC Therapeutics.
NOTE 3: INVESTMENT IN BC THERAPEUTICS INC. (Cont.)
Changes in the Company’s equity investment in BC Therapeutics is summarized as follows:
| Balance – August 1, 2024 | $418,490 |
|---|---|
| Funding (including the value of the BC Therapeutics Options) | 330,000 |
| Share of losses | (224,212) |
| Balance – July 31, 2025 | 524,278 |
| Funding (including the value of the BC Therapeutics Options) | 165,000 |
| Share of losses | (106,823) |
| Balance – January 31, 2026 | $582,455 |
The following amounts represent the Company’s 67.8% share of the assets of BC Therapeutics (July 31, 2025 – 63.1%):
| Current assets: Cash | $1,400 |
|---|---|
| Net assets | $1,400 |
NOTE 4: CONTINGENT LIABILITIES AND COMMITMENTS
| a. | BriaPro Warrants |
| Upon the exercise of certain BriaCell warrants that were outstanding at the time of the Amalgamation Agreement with BriaPro (“Briacell Legacy Warrants”), BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount based on an agreed formula. As of January 31, 2026, this amount totaled of up to $241,164 and is eliminated on consolidation. Pursuant to the Amalgamation Agreement, each BriaCell warrant in issuance at the time of the Amalgamation (“Briacell Legacy Warrant”) shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof, one BriaCell Share (and post Reverse Splits, as defined below– 150 Briacell Shares) and one BriaPro Share for the original exercise price. Warrants issued by the Company, subsequent to the Arrangement are not subject to the terms above. Upon the exercise of 150 BriaCell Legacy Warrants (post Reverse Splits), BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount for each one (1) BriaPro Share so issued that is equal to the exercise price under the 150 BriaCell Legacy Warrants multiplied by the fair market value of one (1) BriaPro Share at the Effective Date divided by the total fair market value of one (1) BriaCell Share and one (1) BriaPro Share at the Effective Date (“BriaPro Warrant Shares”). On a Reverse Split basis, as of January 31, 2026, 54,075 Briacell Legacy Warrants are exercisable into 54,075 Briacell Shares and 8,111,714 BriaPro Shares. | |
| b. | Lease |
| The Company has a month-to-month commitment for office and lab space in Philadelphia, PA, costing approximately $43,500 per month. |
NOTE 5: FAIR VALUE MEASUREMENTS
The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of January 31, 2026 and July 31, 2025:
| Fair Value Measurements at | ||||||||
|---|---|---|---|---|---|---|---|---|
| January 31, 2026 · July 31, 2025 | ||||||||
| Level 1 · Level 2 · Total · Level 1 · Level 2 · Total | ||||||||
| Financial Assets: | ||||||||
| Cash and cash equivalents | 29,903,628 | - | 29,903,628 | 10,493,808 | - | 10,493,808 | ||
| Short-term investments | - | - | - | 7,372,473 | - | 7,372,473 | ||
| Total assets measured at fair value | $29,903,628 | $ | - | $29,903,628 | $17,866,281 | $ | - | $17,866,281 |
| Financial liabilities: | ||||||||
| Warrants liability | 38,578 | 156,518 | 195,096 | 151,586 | 186,086 | 337,672 | ||
| Total liabilities measured at fair value | $38,578 | $156,518 | $195,096 | $151,586 | $186,086 | $337,672 | ||
NOTE 5: FAIR VALUE MEASUREMENTS (Cont.)
We classify our cash and cash equivalents and the liability in respect of publicly traded warrants within Level 1 because we use quoted market prices in active markets.
As 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%.
The fair value of the warrant liability for non-public warrants is measured using inputs other than quoted prices included in Level 1 that are observable for the liability either directly or indirectly, and thus are classified as Level 2 financial instruments.
NOTE 6: SHAREHOLDERS’ EQUITY
a. Authorized share capital
The authorized share capital consists of anunlimited number of common shares withno par value.
b. Issued share capital
| (i) | Reverse Stock Split: |
On January 3, 2025, the Company’s board of directors approved a reverse stock split of the Company’s common shares on a 1-for-15 basis, which became effective on January 24, 2025 and on August 25, 2025 (the “Effective Date”), the Company effected a reverse stock split of its common shares on a 1-for-10 basis (the “Reverse Splits”).
As a result of the Reverse Splits, every one hundred and fifty (150) pre-split common shares issued and outstanding were automatically combined into one (1) new common share. No fractional common shares were issued in connection with the Reverse Splits. Instead, any fractional common shares resulting from the January 2025 Reverse Split were deemed to have been tendered to the Company for cancellation for no consideration.
Following the January 2025 Reverse Split, the number of common shares outstanding were 294,694. After giving effect to subsequent share issuances and the August 2025 Reverse Split, the number of common shares outstanding was 1,883,906.
The Reverse Splits also resulted in a proportional adjustment to the number of common shares issuable upon the exercise of the Company’s outstanding warrants, stock options, and other convertible securities, as well as an adjustment to the exercise prices and conversion prices, as applicable.
All share and per share amounts in the accompanying condensed consolidated financial statements and related notes have been retroactively adjusted to reflect both the January 2025 Reverse Split and the August 2025 Reverse Split for all periods presented.
| (ii) | The Company issued the following shares during the six-month period ended January 31, 2026: 1. 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. 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. Total issuance costs associated with the offering were approximately $2,125,100, excluding the fair value of placement agent warrants. In connection with the January 2026 Offering, the Company issued 161,001 placement agent warrants. The placement agent warrants are immediately exercisable at an exercise price of $8.39 per share and expire five years from the date of issuance. The fair value of the 5,366,726 January 2026 Warrants was determined to be $13,103,125 (gross, before deducting share issuance costs) using the Black-Scholes option pricing model, with the following assumptions: share price – $3.15; exercise price – $6.93; expected life – 5 years; annualized volatility – 123%; dividend yield – 0%; risk-free rate – 3.762%. The fair value of the 161,001 placement agent warrants was determined to be $572,334 using the Black-Scholes option pricing model, with the following assumptions: share price – $4.49; exercise price – $8.39; expected life – 5 years; annualized volatility – 123%; dividend yield – 0%; risk-free rate – 3.762%. The amounts were credited to the warrant reserve at the date of the January 2026 Offering. |
NOTE 6: SHAREHOLDERS’ EQUITY (Cont.)
c. Share Purchase Warrants
A summary of changes in share purchase warrants for the six-month period ending January 31, 2026 is presented below:
| Number of options outstanding | Weighted average exercise price | |
|---|---|---|
| Balance, July 31, 2025 | 1,653,914 | $58.27 |
| Expired | (346) | (579.97) |
| Granted in the January 2026 Offering | 5,366,726 | 6.93 |
| Balance, January 31, 2026 | 7,020,294 | 19.00 |
| (ii) | As of January 31, 2026, warrants outstanding were as follows: |
|---|
| Number of Warrants | Exercise Price | Exercisable At January 31, 2026 | Expiry Date |
|---|---|---|---|
| (*)25,978 | $796.88 | 25,978 | February 26, 2026 – April 26, 2026 |
| (*)27,820 | $928.50 | 27,820 | December 7, 2026 |
| 16,019 | $316.50 | 16,019 | November 17, 2029 |
| 27,753 | $127.50 | 27,753 | October 2, 2029 |
| 49,333 | $140.63 | 49,333 | December 12, 2029 |
| 306,665 | $52.50 | 306,665 | April 28, 2030 |
| 1,200,000 | $15.00 | 1,200,000 | July 15, 2030 |
| 5,366,726 | $6.93 | 5,366,726 | January 15, 2031 |
| 7,020,294 | 7,020,294 |
| (*) | Briacell Legacy Warrants – see note 1(e) and note 4(a) |
|---|
d. Compensation Warrants
| (i) | A summary of changes in compensation warrants for the six-month period ended January 31, 2026 is presented below: |
| Number of warrants outstanding | Weighted average exercise price | |
|---|---|---|
| Balance, July 31, 2025 | 28,072 | 93.54 |
| Expired | (34) | (579.97) |
| Granted in the January 2026 Offering | 161,001 | 8.39 |
| Balance, January 31, 2026 | 189,039 | $20.93 |
| (ii) | As of January 31, 2026, compensation warrants outstanding were as follows: |
| Number of Warrants | Exercise Price | Exercisable At January 31, 2026 | Expiry Date |
|---|---|---|---|
| (*)113 | $796.88 | 113 | February 26, 2026 |
| (*)164 | $928.50 | 164 | June 7, 2026 |
| 333 | $348.00 | 333 | May 17, 2029 |
| 4,108 | $129.38 | 4,108 | September 12, 2029 |
| 1,709 | $182.81 | 1,709 | October 2, 2029 |
| 2,466 | $140.63 | 2,466 | December 12, 2029 |
| 3,812 | $50.00 | 3,812 | February 5, 2030 |
| 15,333 | $56.50 | 15,333 | April 28, 2030 |
| 161,001 | $8.39 | 161,001 | January 15, 2031 |
| 189,039 | 189,039 |
| (*) | Briacell Legacy Warrants – see note 1(e) and note 4(a) |
|---|
NOTE 6: SHAREHOLDERS’ EQUITY (Cont.)
e. Warrant liability continuity
The following table presents the summary of the changes in the fair value of the warrants:
| Warrants liability | |
|---|---|
| Balance as of August 1, 2025 | $337,672 |
| Change in fair value during the period | (142,576) |
| Balance as of January 31, 2026 | $195,096 |
The key inputs used in the valuation of the non-public warrants as of January 31, 2026 and at July 31, 2025 were as follows:
| January 31, 2026 | July 31, 2025 | |
|---|---|---|
| Share price | $4.30 | $7.50 |
| Exercise price | $796.88-928.50 | $796.88-928.50 |
| Expected life (years) | 0.07-0.85 | 0.57-1.35 |
| Volatility | 177-355% | 157-209% |
| Dividend yield | 0% | 0% |
| Risk free rate | 3.48-3.64% | 4.10% |
The key inputs used in the valuation of the of the BriaPro Warrant Shares as of January 31, 2026 were as follows:
| August 31, 2023 (Effective Date) | January 31, 2026 | |
|---|---|---|
| Share price | $0.0365 | $0.0365 |
| Exercise price | $0.0206-0.0308 | $0.0206-0.0308 |
| Expected life (years) | 2.21-3.27 | $0.07-0.85 |
| Volatility | 100% | 177-355% |
| Dividend yield | 0% | 0% |
| Risk free rate | 4.40% | 2.14-2.33% |
NOTE 7: SHARE-BASED COMPENSATION
| a. | On August 2, 2022, the Company approved an omnibus equity incentive plan (“Omnibus Plan), which will permit the Company to grant incentive stock options, preferred share units, restricted share units (“RSU’s”), performance-based share units (“PSUs”), and deferred share units (collectively, the “Awards”) for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary of the Company. The maximum number of shares available for issuance under the Omnibus Plan shall not exceed 15% of the issued and outstanding Shares, from time to time, less the number of Shares reserved for issuance under all other security-based compensation arrangements of the Company, including the existing Stock Option Plan. On February 9, 2023, the Omnibus Plan was approved by the shareholders. |
| b. | The following table summarizes the number of options granted to directors, officers, employees and consultants under the option plan for three-month period ended January 31, 2026 and related information: |
| Number of options · Weighted average exercise price · Weighted average remaining contractual term (in years) · Aggregate intrinsic value | |||||
|---|---|---|---|---|---|
| Balance as of July 31, 2025 | 13,251 | $896.61 | 1.62 | $ | - |
| Granted (i) | 37,700 | 12.50 | 4.75 | - | |
| Balance as of January 31, 2026 | 50,951 | 242.91 | 3.62 | - | |
| Exercisable as of January 31, 2026 | 22,676 | $530.22 | 2.53 | $ | - |
| (i) | On August 1, 2025, the Company granted 37,700 stock options to employees and members of the scientific advisory board at an exercise price of $12.50 per share. All options vest quarterly over two years. The options expire on August 1, 2030. The grant-date fair value of the award was $218,784. The fair value of options granted during the six-month period ended January 31, 2026 was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected volatility of 116%, expected term of 5.0 years, risk-free interest rate of 3.98%, dividend yield of 0%, and a stock price of $7.50 on the grant date. |
As 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 years.
NOTE 7: SHARE-BASED COMPENSATION (Cont.)
| c. | The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of January 31, 2026 |
|---|
| Exercise price | Options outstanding as of January 31, 2026 | Weighted average remaining contractual term (years) | Options exercisable as of January 31, 2026 | Weighted average remaining contractual term (years) | Expiry Date |
|---|---|---|---|---|---|
| $12.50 | 37,700 | 4.50 | 9,425 | 4.50 | August 1, 2030 |
| $60.00 | 333 | 3.95 | 333 | 3.95 | January 16, 2030 |
| $904.50 | 2,663 | 2.39 | 2,663 | 2.39 | June 20, 2028 |
| $1,074.00 | 136 | 2.08 | 136 | 2.08 | February 27, 2028 |
| $907.97 | 1,195 | 1.51 | 1,195 | 1.51 | August 2, 2027 |
| $706.50 | 206 | 1.31 | 206 | 1.31 | May 20, 2027 |
| $1,126.50 | 1,000 | 1.04 | 1,000 | 1.04 | February 16, 2027 |
| $1,270.50 | 3,160 | 0.95 | 3,160 | 0.95 | January 13, 2027 |
| $1,074.83 | 81 | 0.75 | 81 | 0.75 | November 1, 2026 |
| $636.00 | 400 | 0.22 | 400 | 0.22 | April 19, 2026 |
| $636.00 | 4,077 | 0.16 | 4,077 | 0.16 | March 29, 2026 |
| 50,951 | 22,676 | ||||
| d. | As result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of January 31, 2026: |
|---|
| Exercise Price | Options outstanding as of January 31, 2026 | Options exercisable as of January 31, 2026 | Expiry Date |
|---|---|---|---|
| $0.0933 | 440,000 | 440,000 | June 20, 2028 |
| $0.1108 | 21,000 | 21,000 | February 27, 2028 |
| $0.0984 | 180,100 | 180,100 | August 2, 2027 |
| $0.0729 | 31,000 | 31,000 | May 20, 2027 |
| $0.1162 | 150,000 | 150,000 | February 16, 2027 |
| $0.1310 | 524,700 | 524,700 | January 13, 2027 |
| $0.1165 | 12,600 | 12,600 | November 1, 2026 |
| $0.0888 | 100,000 | 100,000 | September 1, 2026 |
| $0.0656 | 60,000 | 60,000 | April 19, 2026 |
| $0.0656 | 612,000 | 612,000 | March 29, 2026 |
| 2,131,400 | 2,131,400 |
| e. | Restricted Share Units |
|---|
The following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for three-month period ended January 31, 2026:
| Number of | ||
|---|---|---|
| RSU’s | Aggregate | |
| outstanding | intrinsic value | |
| Balance, July 31, 2025 · - · $ · - | ||
| Granted (i) | 40,000 | 376,000 |
| Balance, January 31, 2026 | 40,000 | $172,000 |
| (i) | On September 24, 2025, the Company granted 40,000 RSUs to directors under the Omnibus Plan. These RSUs vest in full on the earlier of September 23, 2028 or the occurrence of a change of control, resignation, or dismissal without cause. The grant-date fair value of these RSUs was $376,000. |
NOTE 7: SHARE-BASED COMPENSATION (Cont.)
f. Performance Share Units
The following table summarizes the number of PSU’s granted under the Omnibus Plan for three-month period ended January 31, 2026:
| Number of | ||
|---|---|---|
| PSU’s | Aggregate | |
| outstanding | intrinsic value | |
| Balance, July 31, 2025 · - · $ · - | ||
| Granted (i) | 165,935 | 1,434,513 |
| Balance, January 31, 2026 | 165,935 | $713,521 |
| (i) | On August 1, 2025, the Company granted 165,935 performance-based stock units (“PSUs”) to the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief Medical Officer (“CMO”), and Chief Scientific Officer (“CSO”) under the Omnibus Plan. These PSUs contain performance conditions tied to the advancement of the Company’s Bria-IMT Phase 3 program, the Bria-OTS program, and certain corporate and governance objectives. The grant-date fair value of the PSUs awarded to these officers totaled $353,228. The PSUs awarded to the CMO and CSO include milestones related to the Bria-OTS program, with grant-date fair values of $70,643 each. The CFO’s PSUs relate to corporate and financial reporting objectives, with a grant-date fair value of $70,643. On September 24, 2025, the Company granted 100,000 PSUs to a director under the Omnibus Plan. These PSUs contain performance conditions related to the Company’s corporate, strategic, and governance objectives. The grant-date fair value of this award was $940,000, determined using the closing price of the Company’s common stock on the grant date. The fair value of all PSU awards was determined using the closing price of the Company’s common stock on the respective grant dates. In accordance with ASC 718, management evaluates the probability of achieving each performance condition at each reporting date. As of January 31, 2026, management has determined that achievement of the applicable performance conditions remains probable. Compensation cost is recognized over the requisite service period on a graded vesting (tranche-by-tranche) basis. During 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 period. |
| g. | 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: |
|---|
| Three months ended January 31, | Six months ended January 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Research, development, and clinical trial expenses | $79,016 | 50,839 | $162,447 | 83,557 |
| General and administrative expenses | 206,840 | 234,254 | 418,095 | 468,507 |
| Total share-based compensation | $285,856 | 285,093 | $580,542 | 552,064 |
NOTE 8: FINANCIAL INCOME, NET
| Three months ended January 31, | Six months ended January 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Interest income | $105,638 | 46,832 | $243,607 | 59,882 |
| Foreign exchange gain (loss) | (21,049) | 20,526 | (372) | 19,190 |
| Financial income, net | $84,589 | $67,358 | $243,235 | $79,072 |
NOTE 9: RESEARCH, DEVELOPMENT, AND CLINICAL TRIAL EXPENSES, NET
| (i) | On August 25, 2025, the Company announced that it had been awarded a $2.0 million Small Business Innovation Research (SBIR) grant from the National Cancer Institute (“NCI”) to support the advancement of Bria-PROS+™ for the treatment of prostate cancer. The grant provides non-dilutive funding intended to support manufacturing activities and planned clinical evaluation of the program. The grant reimburses certain qualifying research and development expenditures incurred by the Company in connection with the program. In accordance with the Company’s accounting policy for government assistance, amounts received under the grant are recognized as a reduction of research and development expenses in the period in which the related costs are incurred. During the three and six months ended January 31, 2026, the Company received $733,815 and $826,158, respectively, under the SBIR grant and recorded this amount as a reduction of research and development expenses in the condensed consolidated statements of operations. As of January 31, 2026, the Company may receive up to an additional $1.2 million under the grant, subject to the achievement of certain research objectives and compliance with the grant terms. |
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NOTE 10: SUBSEQUENT EVENTS
| (i) | On 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. |
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| (ii) | On 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”). Under 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. As 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. As 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$1.18M, 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. In 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. On March 5, 2026, the disinterested shareholders of BriaPro approved the Transaction. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.