BriaCell Therapeutics Corp.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Expressed in United States Dollars

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of BriaCell Therapeutics Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of BriaCell Therapeutics Corp. (the “Company”) as at July 31, 2026 and 2025 and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of July 31, 2026 and 2025, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended July 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company incurred operating losses, negative cash flows from operating activities and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. This matter is also described in the “Critical Audit Matter” section of our report.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

Critical Audit Matter Description

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has incurred operating losses, negative cash flows from operating activities and has accumulated deficit as at July 31, 2026 that raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is ultimately dependent on obtaining additional funding through financing. Management intends to continue to fund its business by exploring additional sources of capital and financing. This matter is also described in the “Material Uncertainty Related to Going Concern” section of our report.

We identified the Company’s ability to continue as a going concern as a critical audit matter because auditing the Company’s going concern assessment is complex and involves a high degree of auditor judgment to assess the reasonableness of the cash flow forecasts.

Audit Response

We responded to this matter by performing procedures over management’s assessment of the Company’s ability to continue as a going concern. Our audit work in relation to this included, but was not restricted to, the following:

Chartered Professional Accountants Licensed Public Accountants

We have served as the Company’s auditor since 2015.

Toronto, Canada

October 27, 2026

1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca

As at July 31, 2026 and 2025

These consolidated financial statements were approved and authorized for issue on behalf of the Board of Directors on October 27, 2026 by:

On behalf of the Board:

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

NOTE 1: GENERAL AND 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 July 31, 2026 was $146,659,826 (July 31, 2025 - $111,755,564) and negative cash flows from operating activities during the year ended July 31, 2026 was $28,651,323 (July 31, 2025 - $28,170,520). 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, 2026, the Company completed equity financings generating aggregate gross proceeds of approximately $34,709,566. 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 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.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

a. Basis of presentation of the financial statements:

The Company’s consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (U.S. GAAP) as set forth in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (ASC).

b. Use of estimates, assumptions and judgements:

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 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 consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.

Going Concern

The consolidated financial statements have been prepared on a going concern basis, which contemplates that the Company will be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for at least twelve months from the date these consolidated financial statements were approved for issuance. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets, including its intangible assets and to meet its liabilities as they become due.

Warrants and options

The Company uses the Black-Scholes option-pricing model to estimate the fair value of options at the grant date, and the non-public warrant liabilities at the grant date and each reporting period date. The key assumptions used in the model are the expected future volatility in the price of the Company’s shares and the expected life of the warrants.

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standard Codification 740, Income Taxes (“FASB ASC 740”), on a tax jurisdictional basis. The Company files income tax returns in the United States.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and the consolidated financial statements reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized.

Provision for Income Taxes. Management accounts for income taxes by estimating future tax effects of temporary differences between the tax and book basis of assets and liabilities considering the provisions of enacted tax laws. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, management is required to make many subjective assumptions and judgments regarding the Corporation’s income tax exposures, including judgments in determining the amount and timing of recognition of the resulting deferred tax assets and liabilities, including projections of future taxable income. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in management’s subjective assumptions and judgments can materially affect amounts recognized in the Consolidated balance sheet and Consolidated Statements of Operations and Comprehensive Loss

Intangible assets

Intangible assets are tested for impairment annually or more frequently if there is an indication of impairment. The carrying value of intangibles with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications of impairment, the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and impairment loss is recognized.

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

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.

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 71.1% 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 concludes the Company does not have control over BC Therapeutics but has significant influence for accounting purposes.

c. Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its Subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

d. Consolidated financial statements in U.S dollars:

The functional currency is the currency that best reflects the economic environment in which the Company and its subsidiary operates and conducts their transactions. The functional currency of the Company and its subsidiaries is the U.S. dollar.

Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end in accordance with ASC No. 830 “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financing income or expenses as appropriate.

e. Cash and cash equivalents:

Cash equivalents are short-term highly liquid deposits that are readily convertible to cash with original maturities of three months or less, at the date acquired. As of July 31, 2026 and 2025, approximately $8.6 million and $9.2 million, respectively, of the Company’s cash and cash equivalents were held with a non-banking financial institution in the United States.

f. Short-term investments

Short-term investments consist of held-for-sale securities (or trading) and are stated at fair value, with unrealized gains and losses included in earnings. Transaction costs are expensed as incurred. The securities are classified as current assets because they are expected to be realized within one year. Gains or losses realized on sales of these securities are included in financial income (expense), net in the consolidated statement of operations and comprehensive loss.

g. Equity method investments:

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 loss from equity method investments on the statements of operation and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within interest in equity investees on the statements of consolidated balance sheet.

h. Property and Equipment, net:

Property and equipment with individual values of over $2,500 are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates:

i. Intangible assets, net:

Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred.

Intangible assets with finite useful lives are amortized over their useful lives and whenever there is an indication that the asset may be impaired. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these group of assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the group of assets is expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.

The amortization period and the amortization method for an intangible asset are reviewed at least at each year end.

Intangible assets with indefinite useful lives are not systematically amortized and are tested for impairment annually, or whenever there is an indication that the intangible asset may be impaired. The useful life of these assets is reviewed annually to determine whether their indefinite life assessment continues to be supportable. If the events and circumstances do not continue to support the assessment, the change in the useful life assessment from indefinite to finite life is accounted for prospectively as a change in accounting estimate and on that date the asset is tested for impairment. Commencing from that date, the asset is amortized systematically over its useful life.

The details of intangible assets are as follows:

For the years ended July 31, 2026 and 2025, no indicators of impairment have been identified.

j. Research and Development expenses:

Research and development expenses are recognized in the consolidated statements of operations and comprehensive loss when incurred. Research and development expenses consist of intellectual property, development and production expenditures.

Government grants are recognized when there is reasonable assurance that the grants will be received, and the Company will comply with the conditions. The grants are offset against the related research and development expenditure.

k. Fair value of financial instruments:

The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

The carrying amounts of cash and cash equivalents, trade payables and accrued expenses and other payables approximate their fair value due to the short-term nature of such instruments.

The carrying amount of warrant liabilities and short-term investments are recorded at the fair value at each reporting period.

l. Leases:

The Company accounts for leases according to ASC 842, “Leases”. The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. An ROU asset represents the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease agreement. An ROU asset is measured based on the discounted present value of the remaining lease payments, plus any initial direct costs incurred and prepaid lease payments, excluding lease incentives. The lease liability is measured at lease commencement date based on the discounted present value of the remaining lease payments. The implicit rate within the operating leases is generally not determinable, therefore the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option.

The Company elected the practical expedient for lease agreements with a term of twelve months or less and does not recognize right-of-use (“ROU”) assets and lease liabilities in respect of those agreements. The Company also elected the practical expedient to not separate lease and non-lease components for its leases.

m. 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.

n. Income Taxes:

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, to reduce deferred tax assets to their estimated realizable value, if needed.

ASC 740 offers a two-step approach for recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of July 31, 2026, and 2025 no liability for unrecognized tax benefits was recorded as a result of ASC 740.

o. Basic and diluted net loss per Share:

The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive ordinary shares are anti-dilutive.

p. Segment reporting:

The Company manages its business activities on a consolidated basis and operates asone 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 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.

q. Recently issued and adopted accounting standards:

The Company ceased to qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act (“JOBS Act”) as of July 31, 2026. Accordingly, the Company is no longer eligible to use the extended transition period for complying with new or revised accounting standards.

**NOTE 3:**Amounts receivable and prepaid expenses

NOTE 4: 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”).

NOTE 4: INVESTMENT IN BC THERAPEUTICS INC. (Cont.)

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 acquired a significant interest in BC Therapeutics on February 1, 2024 through the exercise of the First BC Therapeutics Option, increasing its ownership interest to 51.2%. Following the expiration of the original Second BC Therapeutics Option, the Company and BC Therapeutics amended the SPA on August 7, 2024 to provide additional option rights exercisable in tranches of at least 20,000 shares at $1.25 per share. The SPA was further amended on March 18, 2025 to increase the Second BC Therapeutics Option to 424,000 shares and extend its expiration to June 30, 2026, and again on February 1, 2026 to extend the option exercise period through June 30, 2027 and provide additional option rights at $1.25 per share.

During the year ended July 31, 2026, the Company exercised BC Therapeutics options for aggregate consideration of $377,000 and acquired 301,600 shares. As of July 31, 2026, the Company held 985,600 of the 1,385,600 issued and outstanding shares of BC Therapeutics, representing a 71.13% ownership interest (July 31, 2025-63.1%). In addition, the Company retained the right to purchase an additional 194,400 shares under the Third BC Therapeutics Option at $1.25 per share through June 30, 2027.

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.

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

The following amounts represent the Company’s 71.13% share of the assets of BC Therapeutics (July 31, 2025 –63.1%):

NOTE 5: INTANGIBLE ASSETS, NET

Acquired intangible assets with finite lives consisted of the following as of July 31, 2026 and 2025:

The patents relate to intellectual property held by BriaPro and are amortized over 20 years.

Amortization expenses for the years ended July 31, 2026 and 2025, were $15,271 and $15,271, respectively.

The estimated future amortization expense of intangible assets as of July 31, 2026 is as follows:

NOTE 6: PROPERTY AND EQUIPMENT, NET

During the year ended July 31, 2026, the Company purchased certain laboratory equipment in the gross amount of $127,049 (July 31, 2025 - $nil).

NOTE 7: CONTINGENT LIABILITIES AND COMMITMENTS

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 July 31, 2026, this amount totaled up to $132,536 and is eliminated on consolidation.

Pursuant to the Amalgamation Agreement, each 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 July 31, 2026,27,820 Briacell Legacy Warrants are exercisable into 27,820 Briacell Shares and 4,173,143 BriaPro Shares.

NOTE 7: CONTINGENT LIABILITIES AND COMMITMENTS (Cont.)

As of July 31, 2026, the Company had a month-to-month commitment for office and lab space in Philadelphia, PA, costing the company approximately $43,500 per month.

The Company is party to a Master Service and Technology Agreement with Prevail InfoWorks, Inc., which provides contract research organization services related to the Company’s ongoing pivotal Phase 3 clinical trial. As of July 31, 2026, the Company had remaining contractual commitments of approximately $2.9 million under the agreement, with payments extending through June 2028.

NOTE 8: SHORT-TERM INVESTMENTS AND FAIR VALUE MEASUREMENTS

Short-term investment activity for the years ended July 31, 2026 and 2025 was as follows:

During the years ended July 31, 2026 and 2025, the Company recognized unrealized gains on short-term investments of $14,804 and $56,473, respectively, which are included in financial income, net. There were no realized gains or losses on short-term investments during either period.

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of July 31, 2026 and 2025:

NOTE 8: SHORT-TERM INVESTMENTS AND FAIR VALUE MEASUREMENTS (Cont.)

The Company classifies its short-term investments and the liability in respect of publicly traded warrants within Level 1 because they are valued using the quoted market prices in active markets. The Company holds level 1 short term investments with coupon rates ranging between 1.11% to 5.50%.

The fair value of the warrant liability for non-public warrants is measured using significant unobservable inputs, including historical volatility, and thus is classified as a Level 3 financial instrument. There were no transfers between levels of the fair value hierarchy during the years ended July 31, 2026 and 2025.

NOTE 9: SHAREHOLDERS’ EQUITY

a. Authorized share capital

The authorized share capital consists of anunlimited number of common shares withno par value (“common share”).

b. Issued share capital

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.

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 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.

In connection with the September 2024 Offering, the Company issued 4,108 placement agent warrants with an exercise price of $129.40 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 - $94.50; exercise price - $129.40; expected life –5 years; annualized volatility -109%; dividend yield -0%; risk-free rate –3.469%, non-marketability discount –16.38%.

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

In connection with the October 2024 Offering, the Company issued 1,709 placement agent warrants. The placement agent warrants are immediately exercisable at an exercise price of $182.80 per share and expire five years from the date of issuance.

The fair value of the 34,190 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 - $81.00; exercise price - $127.50; expected life –5 years; annualized volatility -121%; dividend yield -0%; risk-free rate –3.553%.

The fair value of the 1,709 placement agent warrants was determined to be $204,128 using the Black-Scholes option pricing model, with the following assumptions: share price - $151.50; exercise price - $182.80; expected life –5 years; annualized volatility -112%; dividend yield -0%; risk-free rate –3.561%.

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

In connection with the December 2024 Offering, the Company issued 2,466 agent warrants. The agent warrants are immediately exercisable at an exercise price of $140.60 per share and expire five years from the date of issuance.

The fair value of the 49,333 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 - $66.00; exercise price - $140.60; expected life –5 years; annualized volatility -111%; dividend yield -0%; risk-free rate –4.133%.

The fair value of the 2,466 agent warrants was determined to be $188,252 using the Black-Scholes option pricing model, with the following assumptions: share price - $99.00; exercise price - $140.60; 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.

In connection with the February 2025 Offering, the Company issued 3,812 placement agent warrants with an exercise price of $50.00 per share. These placement agent warrants are immediately exercisable and expire five years from the date of issuance. The fair value of the broker warrants was determined to be $156,130 using the Black-Scholes option-pricing model, with the following assumptions: share price – $50.40; exercise price – $50.00; expected life –5 years; annualized volatility –112%; dividend yield –0%; risk-free rate –4.37%.

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

In connection with the April 2025 Offering, the Company issued 15,333 representative’s warrants. The representative’s warrants are immediately exercisable at an exercise price of $56.25 per share and expire five years from the date of issuance.

The fair value of the 306,665 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 - $26.50; exercise price - $52.50; expected life –5 years; annualized volatility -105 %; dividend yield -0 %; risk-free rate –3.885 %.

The fair value of the 1,200,000 July 2025 Warrants was determined to be $6,460,348 using the Black-Scholes option pricing model, with the following assumptions: share price – $7.10; exercise price – $15.00; expected life –5 years; annualized volatility –118%; dividend yield –0%; risk-free rate –3.99%.

The amount was credited to the warrant reserve at the date of the July 2025 Offering.

c. Share Purchase Warrants

A summary of changes in share purchase warrants for the years ending July 31, 2026 and 2025 is presented below:

As of July 31, 2026, warrants outstanding were as follows:

d) Compensation Warrants

A summary of changes in compensation warrants for the years ended July 31, 2026 and 2025 is presented below:

As of July 31, 2026, compensation warrants outstanding were as follows:

e)Warrant liability continuity

The key inputs used in the valuation of the warrant as of July 31, 2026 and at July 31, 2025 and on the issuance dates, were as follows:

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

As of July 31, 2026, the fair value of the remaining non-public BriaCell warrants was $nil. The Company’s warrant liability of $38,939 at July 31, 2026 relates entirely to the BriaPro Warrant Shares.

NOTE 10: SHARE-BASED COMPENSATION

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”), 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.

a. The following table summarizes the number of options granted under the Company’s option plans for the year ended July 31, 2026 and related information:

b. The following table lists the inputs to the Black-Scholes option-pricing model used for the fair value measurement of equity-settled share options for the above Options Plans granted for the years 2026 and 2025:

c. The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of July 31, 2026

d. As result of the Arrangement,1,269,400 BriaPro Options were issued and are outstanding as of July 31, 2026:

e. Restricted Share Units

The following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for year ended July 31, 2026:

The following table summarizes the number of BriaPro RSU’s granted to directors under the Omnibus Plan for the year ended July 31, 2026:

f. Performance Share Units

The following table summarizes the number of PSU’s granted under the Omnibus Plan for year ended July 31, 2026:

g. The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the years ended July 31, 2026 and 2025 is comprised as follows:

NOTE 11: TAXES ON INCOME

a. Components of income taxes excluding cumulative effects of changes in accounting principles, other comprehensive income, and equity in net results of affiliated companies accounted for on an after-tax basis for the years ended July 31 were as follows:

b. The Company recorded loss before taxes on income as follows:

c. The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% (2025 -27%) to the effective tax rate is as follows:

In accordance with ASU 2023-09, the following rate reconciliation presents the reconciling items between the Canadian federal statutory income tax rate and the Company’s effective income tax rate in both reporting-currency amounts and percentages.

d. The Company hadno income tax expense for the years ended July 31, 2026, and 2025, due to its history of operating losses and valuation allowances.

e. Significant components of the Company’s deferred tax assets are as follows:

f. The Company has net deferred tax assets relating primarily to net operating loss (“NOL”) carryforwards, research and development, and share issuance costs. Subject to certain limitations, the Company may use these deferred tax assets to offset taxable income in future periods. Due to the Company’s history of losses and uncertainty regarding future earnings, a full valuation allowance has been recorded against the Company’s deferred tax assets, as it is more likely than not that such assets will not be realized. The net change in the total valuation allowance for the year ended July 31, 2026, was $9,940,309.

At July 31, 2026, the Company had US federal NOL carryforwards of approximately $79,433,000. The federal net operating losses have expiry periods ranging between 2033 and indefinitely. The Company also has Canadian net operating loss carryovers of approximately $21,017,000 as of July 31, 2026. The Canadian net operating losses have expiry periods ranging between 2035 and 2046.

The Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions. ASC 740-10 requires that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not to be sustained upon examination based on the technical merits of the position. For the year ended July 31, 2026, the Company had no material unrecognized tax benefits, and based on the information currently available, no significant changes in unrecognized tax benefits are expected in the next 12 months.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions as income tax expense. The Company has no accruals for interest or penalties on its accompanying consolidated balance sheets as of July 31, 2026, and 2025, and has not recognized interest or penalties in the consolidated statements of operations for the years ended July 31, 2026, and 2025.

NOTE 12: RELATED PARTY TRANSACTIONS AND BALANCES

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making operating and financial decisions. This would include the Company’s senior management, who are considered to be key management personnel by the Company. Parties are also related if they are subject to common control or significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

a. The following related party salaries and directors’ fees are included in the consolidated statements of operations and comprehensive loss:

b. The following related party balances are included in the consolidated balance sheets:

NOTE 13: FINANCIAL INCOME, NET

NOTE 14: RESEARCH, DEVELOPMENT, AND CLINICAL TRIAL EXPENSES, NET

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 year ended July 31, 2026, the Company received $936,363 (July 31, 2025 – $nil), under the SBIR grant and recorded this amount as a reduction of research and development expenses in the consolidated statements of operations. As of July 31, 2026, the Company may receive up to an additional $1,118,288 under the grant, subject to the achievement of certain research objectives and compliance with the grant terms.

NOTE 15: GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the years ended July 31, 2026 and 2025 were as follows:

NOTE 16: BASIC AND DILUTED NET LOSS PER SHARE

Basic net loss per ordinary share is computed by dividing net loss for each reporting period by the weighted-average number of ordinary shares outstanding during each period. Diluted net loss per ordinary share is computed by dividing net loss for each reporting period by the weighted average number of ordinary shares outstanding during the period, plus dilutive potential ordinary shares considered outstanding during the period, in accordance with ASC No. 260-10 “Earnings Per Share”. The Company experienced a loss in the year ended July 31, 2026 and 2025; hence all potentially dilutive ordinary shares were excluded due to their anti-dilutive effect.

NOTE 17: SUBSEQUENT EVENTS

In August 2026, pursuant to the Company’s Therapeutics Accelerator Know-How License Agreement with Memorial Sloan Kettering Cancer Center (“MSK”), the Company issued 24,352 common shares to MSK in satisfaction of the $100,000 license maintenance fee for the first six-month period under the agreement. The number of shares issued was determined in accordance with the agreement based on the applicable volume-weighted average price of the Company’s common shares. Under the agreement, a non-refundable license maintenance fee of $100,000 is payable every six months during the term, in the form of shares of the Company’s common shares.