| SHAREHOLDERS’ EQUITY |
NOTE
9: SHAREHOLDERS’ EQUITY
a.
Authorized share capital
The
authorized share capital consists of an unlimited number of common shares with no par value (“Share”).
b.
Issued share capital
| |
1. |
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 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 year ended July 31, 2024: |
| |
1. |
On
May 17, 2024, the Company closed a registered direct offering with healthcare-focused institutional
investors, certain existing investor and a director of the Company for the purchase and sale
of 15,352 common shares of the Company and 666 pre-funded warrants with an offering price
of $179.985, an exercise price of $0.015 and may be exercised at any time in the future, and
warrants to purchase up to an aggregate of 16,019 common shares of the Company (“May
2024 Warrants”) for aggregate gross proceeds of approximately $5.0 million before deducting
placement agent fees and other offering expenses (the “May 2024 Offering”). Each
common share (or pre-funded warrant in lieu thereof) was sold together with one warrant to
purchase one common share at a combined purchase price of $300.00 to the institutional investors
and $332.25 to the existing investor and director of the Company. The May 2024 Warrants have
an exercise price of $316.50 per share, will become exercisable six months from the date
of issuance and expire five years from the initial exercise date. In addition, the Company
issued 333 placement agent warrants with the same terms as the May 2024 Warrants.
|
The
prefunded warrants were exercised on August 7, 2024 – see note 15(b).
The
fair value of the 16,352 May 2024 Warrants had a fair value of $2,020,207 using the Black-Scholes option price model, with the following
assumptions: share price - $177.00; exercise price - $316.50; expected life – 5.5 years; annualized volatility - 118%; dividend
yield - 0%; risk free rate – 4.71%, non-marketability discount – 13.13%.
The
amount was credited to the warrant reserve at the date of the May 2024 Offering.
BriaCell
Therapeutics Corp
Notes
to the Consolidated Financial Statements
For
the Years Ended July 31, 2025 and 2024
(Expressed
in US Dollars, except share and per share data and unless otherwise indicated)
| |
(iii) |
The
Company issued the following shares during the year ended July 31, 2025: |
| |
1. |
On
September 12, 2024, the Company completed a registered direct offering for the purchase and sale of 82,166 common shares of the Company
at an offering price of $103.50 per share, for aggregate gross proceeds of approximately $8.5 million before deducting placement
agent fees and other offering expenses (the “September 2024 Offering”). |
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.
| |
2. |
On
October 2, 2024, the Company closed a registered direct offering for the purchase and sale of 34,190 common shares of the Company
and warrants to purchase up to an aggregate of 34,190 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 $146.30. The warrants have an exercise price
of $127.50 per share, and are immediately exercisable, and expire five years from the date of issuance (“October 2024 Warrants”). |
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.
| |
3. |
On
December 13, 2024, the Company closed a public offering for the purchase and sale of 49,333 common shares of the Company and warrants
to purchase up to an aggregate of 49,333 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 $112.50. The warrants
have an exercise price of $140.60 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 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.
BriaCell
Therapeutics Corp
Notes
to the Consolidated Financial Statements
For
the Years Ended July 31, 2025 and 2024
(Expressed
in US Dollars, except share and per share data and unless otherwise indicated)
| |
4. |
On
February 5, 2025, the Company closed a public offering for the purchase and sale of 76,250 common shares of the Company at an offering
price of $40.00 per share, for aggregate gross proceeds of approximately $3.05 million before deducting placement agent fees and
other offering expenses (the “February 2025 Offering”). |
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.
| |
5. |
On
April 28, 2025, the Company closed an underwritten public offering for the purchase and sale of 306,665 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, 240,595 were “regular” units, each consisting of one common share and one five-year
publicly traded warrant at a combined purchase price of $45.00 per unit, and 66,070 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 $44.99 per
unit. All warrants have an exercise price of $52.50 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.” As
of July 31, 2025, all the pre-funded warrants were exercised. |
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 306,666 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 - $26.50; exercise price - $52.50; expected life –
5 years; annualized volatility - 105 %; dividend yield - 0 %; risk-free rate – 3.885 %.
| |
6. |
On
July 16, 2025, the Company closed a public offering for gross proceeds of approximately $15.0 million before deducting placement
agent fees and other offering expenses (the “July 2025 Offering”). The offering consisted of 1,200,000 units, including
1,077,500 common shares, 122,500 pre-funded warrants, and 1,200,000 five-year warrants to purchase one common share each at a combined
purchase price of $12.50 per unit (or $12.49 per pre-funded unit). The warrants have an exercise price of $15.00 per share, are immediately
exercisable, and expire five years from the date of issuance (“July 2025 Warrants”). As of July 31, 2025, all the pre-funded
warrants were exercised. |
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.
| |
7. |
During
the year ended July 31, 2025, a total of 6,437 October 2024 Warrants with an exercise price of $127.50 were exercised, generating
gross proceeds of $821,015. The Company issued 6,437 common shares in respect of these warrant exercises. |
c.
Share Purchase Warrants
A
summary of changes in share purchase warrants for the years ending July 31, 2025 and 2024 is presented below:
SCHEDULE OF CHANGES IN WARRANTS
| | |
Number
of options
outstanding | | |
Weighted
average
exercise
price (*) | |
| Balance, July 31, 2023 | |
| 54,144 | | |
$ | 863.18 | |
| Granted in the May 2024
Offering | |
| 16,019 | | |
| 316.50 | |
| Balance, July 31, 2024 | |
| 70,163 | | |
$ | 738.36 | |
| Exercised | |
| (6,437 | ) | |
| 127.50 | |
| Granted in the October
2024 Offering | |
| 34,190 | | |
| 127.50 | |
| Granted in the December
2024 Offering | |
| 49,333 | | |
| 140.63 | |
| Granted in the April 2025
Offering | |
| 306,665 | | |
| 52.50 | |
| Granted
in the July 2025 Offering | |
| 1,200,000 | | |
| 15.00 | |
| Balance, July 31, 2025 | |
| 1,653,914 | | |
$ | 58.27 | |
BriaCell
Therapeutics Corp
Notes
to the Consolidated Financial Statements
For
the Years Ended July 31, 2025 and 2024
(Expressed
in US Dollars, except share and per share data and unless otherwise indicated)
NOTE
9: SHAREHOLDERS’ EQUITY (Cont.)
As
of July 31, 2025, warrants outstanding were as follows:
SCHEDULE OF WARRANTS OUTSTANDING
Number
of Warrants | | |
Exercise
Price | | |
Exercisable
At July 31, 2025 | | |
Expiry
Date |
| | (*)346 | | |
$ | 588.62 | | |
| 346 | | |
November 16, 2025 |
| | (*)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 | | |
| 1,200,000 | | |
July 15, 2030 |
| | 1,653,914 | | |
| | | |
| 1,653,914 | | |
|
| (*) |
Briacell
Legacy Warrants – see note 1(d) and note 7(a) |
d)
Compensation Warrants
A
summary of changes in compensation warrants for the years ended July 31, 2025 and 2024 is presented below:
SUMMARY OF CHANGES IN WARRANTS
| | |
Number
of warrants outstanding | | |
Weighted
average exercise
price (*) | |
| Balance, July 31, 2023 | |
| 311 | | |
| 843.52 | |
| Granted in the May 2024
Offering | |
| 333 | | |
| 348.00 | |
| Balance, July 31, 2024 | |
| 644 | | |
| 587.30 | |
| Granted in the September
2024 Offering | |
| 4,108 | | |
| 129.38 | |
| Granted in the October
2024 Offering | |
| 1,709 | | |
| 182.81 | |
| Granted in the December
2024 Offering | |
| 2,466 | | |
| 140.63 | |
| Granted in the February
2025 Offering | |
| 3,812 | | |
| 50.00 | |
| Granted
in the April 2025 Offering | |
| 15,333 | | |
| 52.50 | |
| Balance, July 31, 2025 | |
| 28,072 | | |
$ | 91.35 | |
As
of July 31, 2025, compensation warrants outstanding were as follows:
SCHEDULE OF WARRANTS OUTSTANDING
Number
of Warrants | | |
Exercise
Price | | |
Exercisable
At July 31, 2025 | | |
Expiry
Date |
| | (*)34 | | |
$ | 588.62 | | |
| 34 | | |
November 16, 2025 |
| | (*)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 |
| | 28,072 | | |
| | | |
| 28,072 | | |
|
| (*) |
Briacell
Legacy Warrants – see note 1(d) and note 7(a) |
BriaCell
Therapeutics Corp
Notes
to the Consolidated Financial Statements
For
the Years Ended July 31, 2025 and 2024
(Expressed
in US Dollars, except share and per share data and unless otherwise indicated)
NOTE
9: SHAREHOLDERS’ EQUITY (Cont.)
e)
Warrant liability continuity
| |
(i) |
The
following table presents the summary of the changes in the fair value of the warrants recorded as a liability on the Balance Sheet
(*): |
SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS
| | |
Warrants
liability | |
| | |
| |
| Balance as of July 31, 2023 | |
| 29,139,301 | |
| Fair value of BriaPro Warrant Shares at
Effective Date (note 1(e)) | |
| 199,207 | |
| Change in fair value
during the year | |
| (28,242,472 | ) |
| | |
| | |
| Balance as of July
31, 2024 | |
$ | 1,096,036 | |
| Change in fair value
during the year | |
| (758,364 | ) |
| | |
| | |
| Balance as of July
31, 2025 | |
$ | 337,672 | |
| |
(*) |
Certain
warrants were issued prior to August 1, 2022 in respect of public offerings and private placements that contain terms that require
the warrants to be recorded as a liability at fair value under US GAAP. As a result, these warrants are valued at the end of each
reporting period. For the year ended July 31, 2025, the Company recorded a gain on the revaluation of the total warrant liability
of $758,364 in the consolidated statements of operations and comprehensive loss. |
| |
|
|
| |
|
The
key inputs used in the valuation of the of the warrant as of July 31, 2025 and at July 31, 2024 and on the issuance dates, were as
follows: |
SCHEDULE
OF VALUATION OF PUBLIC OFFERING BROKER WARRANTS
| | |
February
26,
2021 (Issuance
date) | | |
April
12,
2021 (Issuance
date) | | |
July
31,
2025 | | |
July
31,
2024 | |
| | |
| | |
| | |
| | |
| |
| Share price | |
$ | 510 | | |
$ | 588 | | |
$ | 7.50 | | |
$ | 112.50 | |
| Exercise price | |
$ | 796.88 | | |
$ | 796.88 | | |
| 796.88-928.50 | | |
$ | 796.88-928.50 | |
| Expected life (years) | |
| 5.00 | | |
| 5.00 | | |
| 0.57-1.35 | | |
| 1.57-2.35 | |
| Volatility | |
| 100 | % | |
| 100 | % | |
| 157-209 | % | |
| 77-79 | % |
| Dividend yield | |
| 0 | % | |
| 0 | % | |
| 0 | % | |
| 0 | % |
| Risk free rate | |
| 0.88 | % | |
| 0.97 | % | |
| 4.10 | % | |
| 4.27 | % |
BriaCell
Therapeutics Corp
Notes
to the Consolidated Financial Statements
For
the Years Ended July 31, 2025 and 2024
(Expressed
in US Dollars, except share and per share data and unless otherwise indicated)
NOTE
9: SHAREHOLDERS’ EQUITY (Cont.)
The
key inputs used in the valuation of the of the BriaPro Warrant Shares as of July 31, 2025 were as follows:
SCHEDULE
OF BRIA PRO WARRANTS
| | |
| | |
August 31, | |
| | |
July, 31 | | |
2023 | |
| | |
2025 | | |
(Effective
Date) | |
| | |
| | |
| |
| Share price | |
$ | 0.0365 | | |
$ | 0.0365 | |
| Exercise price | |
$ | 0.0206-0.0308 | | |
$ | 0.0206-0.0308 | |
| Expected life (years) | |
| 0.30-1.35 | | |
| 2.21-3.27 | |
| Volatility | |
| 157-209 | % | |
| 100 | % |
| Dividend yield | |
| 0 | % | |
| 0 | % |
| Risk free rate | |
| 2.68-2.74 | % | |
| 4.40 | % |
|