| SHARE-BASED COMPENSATION |
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 Stock Option Plan for the year ended July 31, 2025 and related
information:
SUMMARY OF NUMBER OF OPTIONS GRANTED
| | |
Number
of options | | |
Weighted
average exercise
price (*) | | |
Weighted
average remaining contractual term (in
years) | | |
Aggregate intrinsic
value | |
| | |
| | |
| | |
| | |
| |
| Balance as of July 31, 2023 and 2024 | |
| 14,183 | | |
$ | 923.53 | | |
| 2.52 | | |
$ | - | |
| Granted (i) | |
| 333 | | |
| 60.00 | | |
| 4.45 | | |
| - | |
| Forfeited | |
| (1,265 | ) | |
| 978.16 | | |
| | | |
| | |
| Balance as of July 31, 2025 | |
| 13,251 | | |
| 896.61 | | |
| 1.62 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercisable as of July 31, 2024 | |
| 13,152 | | |
$ | 924.60 | | |
| 2.41 | | |
$ | - | |
| Exercisable as of July 31, 2025 | |
| 13,251 | | |
$ | 896.61 | | |
| 1.62 | | |
$ | - | |
| |
(i) |
On
January 16, 2025, the Company granted 333 stock options to a consultant at an exercise price of $60.00 per share. All options vested
in full on April 16, 2025. The options expire on January 16, 2030. The grant-date fair value of the award was $16,242. |
| |
|
|
| |
(ii) |
The
weighted-average grant date per-share fair value of stock options granted during 2025 and 2024 was $48.77 and $ nil respectively.
As of July 31, 2025, there are $nil of total unrecognized costs related to share-based compensation, as all costs have been fully
recognized. |
| |
|
|
| |
(*) |
certain
options are exercisable in Canadian dollars and translated to US Dollars at year end. |
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
10: SHARE-BASED COMPENSATION (Cont.)
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 2025 and 2024:
SCHEDULE
OF FAIR VALUE MEASUREMENT OF EQUITY - SETTLED SHARE OPTIONS
| | |
Year
ended July 31, | |
| | |
2025 | | |
2024(*) | |
| | |
| | |
| |
| Dividend yield | |
| 0.00 | % | |
| n/a | |
| Expected volatility of the share prices | |
| 112 | % | |
| n/a | |
| Risk-free interest rate | |
| 4.45 | % | |
| n/a | |
| Expected term (in years) | |
| 5.0 | | |
| n/a | |
| (*) |
There
were no options grants during the year end July 31, 2024. |
c.
The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of July
31, 2025
SCHEDULE
OF OUTSTANDING AND EXERCISABLE OPTIONS
Exercise price | | |
Options outstanding as
of July
31, 2025 | | |
Weighted average remaining contractual
term (years) | | |
Options exercisable
as of July
31, 2025 | | |
Weighted average remaining contractual term
(years) | | |
Expiry
Date |
| $ | 60.00 | | |
| 333 | | |
| 4.45 | | |
| 333 | | |
| 4.45 | | |
January 16, 2030 |
| $ | 904.50 | | |
| 2,663 | | |
| 2.89 | | |
| 2,663 | | |
| 2.89 | | |
June 20, 2028 |
| $ | 1,074.00 | | |
| 136 | | |
| 2.58 | | |
| 136 | | |
| 2.58 | | |
February 27, 2028 |
| $ | 907.97 | | |
| 1,195 | | |
| 2.01 | | |
| 1,195 | | |
| 2.01 | | |
August 02, 2027 |
| $ | 706.50 | | |
| 206 | | |
| 1.81 | | |
| 206 | | |
| 1.81 | | |
May 20, 2027 |
| $ | 1,126.50 | | |
| 1,000 | | |
| 1.54 | | |
| 1,000 | | |
| 1.54 | | |
February 16, 2027 |
| $ | 1,270.50 | | |
| 3,160 | | |
| 1.45 | | |
| 3,160 | | |
| 1.45 | | |
January 13, 2027 |
| $ | 1,074.83 | | |
| 81 | | |
| 1.25 | | |
| 81 | | |
| 1.25 | | |
November 01, 2026 |
| $ | 636.00 | | |
| 400 | | |
| 0.72 | | |
| 400 | | |
| 0.72 | | |
April 19, 2026 |
| $ | 636.00 | | |
| 4,077 | | |
| 0.66 | | |
| 4,077 | | |
| 0.66 | | |
March 29, 2026 |
| | | | |
| 13,251 | | |
| | | |
| 13,251 | | |
| | | |
|
d.
As result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of July 31, 2025:
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS
Exercise Price | | |
Options outstanding
as of
July 31, 2025 | | |
Options exercisable
as of
July 31, 2025 | | |
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 02, 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 01, 2026 |
| $ | 0.0888 | | |
| 100,000 | | |
| 100,000 | | |
September 01, 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 | | |
|
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
10: SHARE-BASED COMPENSATION (Cont.)
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, 2025:
SCHEDULE OF RESTRICTED STOCK UNITS GRANTED
| | |
Number of | | |
| |
| | |
RSU’s | | |
Aggregate | |
| | |
outstanding | | |
intrinsic
value | |
| Balance,
July 31, 2024 | |
| 128 | | |
$ | 14,400 | |
| Granted (i) | |
| 6,166 | | |
| 370,000 | |
| Exercised(ii) | |
| (6,294 | ) | |
| (384,000 | ) |
| Balance,
July 31, 2025 | |
| - | | |
$ | - | |
| |
(i) |
On
January 16, 2025, the Company granted RSU’s to the Chief Executive Officer (“CEO”)
as compensation for deferred salary, with immediate vesting. The fair value of these RSUs
was $, offsetting previously accrued compensation owed to the CEO.
Additionally,
on the same date, the Company granted
RSUs to a consultant, which fully vested on April 16, 2025. The fair value of these RSUs was $. |
| |
(ii) |
All
RSUs outstanding were exercised on July 13, 2025. As a result, no RSUs remained outstanding as of July 31, 2025. |
f.
The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the years ended
July 31, 2025 and 2024 is comprised as follows:
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES
| | |
Year
ended July 31, | |
| | |
2025 | | |
2024 | |
| | |
| |
| Research and development expenses | |
$ | 120,050 | | |
$ | 734,986 | |
| General and administrative
expenses | |
| 656,829 | | |
| 1,069,092 | |
| Total
share-based compensation | |
$ | 776,879 | | |
$ | 1,804,078 | |
|