v3.26.1
SHAREHOLDERS’ EQUITY
 9 Months Ended
Apr. 30, 2026
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 6: SHAREHOLDERS’ EQUITY

 

a. Authorized share capital

 

The authorized share capital consists of an unlimited number of common shares with no 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.
     
    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 nine-month period ended April 30, 2026:

 

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. 4,327,530 common shares and 1,039,196 Pre-Funded Warrants were issued. 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 aggregate exercise price of the Pre-Funded Warrants, except for a nominal exercise price of $0.001 per share, was pre-funded to the Company and, consequently, no additional consideration (other than the nominal exercise price of $0.001 per share) shall be required to be paid by the holder to affect any exercise of the Pre-Funded Warrants. The fair value of the Pre-Funded Warrants was based on the Company’s share price as at the corresponding valuation date. 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.

 

Between January 15, 2026 and January 21, 2026, the 1,039,196 Pre-Funded Warrants were exercised on a cashless basis into 1,039,051 common shares.

 

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.

 

 

BriaCell Therapeutics Corp

Notes to the Condensed Consolidated Financial Statements

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

 

NOTE 6: SHAREHOLDERS’ EQUITY (Cont.)

 

c. Share Purchase Warrants

 

A summary of changes in share purchase warrants for the nine-month period ending April 30, 2026 is presented below:

 

  

Number of

warrants

outstanding

  

Weighted

average

exercise price

 
Balance, July 31, 2025   1,653,914   $58.27 
Expired   (26,324)   794.29
Granted in the January 2026 Offering   5,366,726    6.93 
Balance, April 30, 2026   6,994,316    16.11 

 

(ii) As of April 30, 2026, warrants outstanding were as follows:

 

Number of

Warrants

   Exercise
Price		  

Exercisable At

April 30, 2026

   Expiry Date
 (*)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
 6,994,316         6,994,316    

 

(*) Briacell Legacy Warrants – see note 1(e) and note 4(a)

 

d. Compensation Warrants

 

  (i) A summary of changes in compensation warrants for the nine-month period ended April 30, 2026 is presented below:

 

   

Number of warrants

outstanding

    

Weighted average

exercise price

  
Balance, July 31, 2025     28,072       93.54  
Expired     (147 )     751.22
Granted in the January 2026 Offering     161,001       8.39  
Balance, April 30, 2026     188,926     $ 20.46  

 

  (ii) As of April 30, 2026, compensation warrants outstanding were as follows:

 

Number of

Warrants

   Exercise
Price		  

Exercisable At

April 30, 2026

   Expiry Date
 (*)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
 188,926         188,926    

 

(*) Briacell Legacy Warrants – see note 1(e) and note 4(a)

 

 

BriaCell Therapeutics Corp

Notes to the Condensed Consolidated Financial Statements

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

 

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   (265,818)
Balance as of April 30, 2026  $71,854 

 

The key inputs used in the valuation of the non-public warrants as of April 30, 2026 and at July 31, 2025 were as follows:

 

    April 30, 2026     July 31, 2025  
             
Share price   $ 4.18     $ 7.50  
Exercise price   $ 796.88-928.50     $ 796.88-928.50  
Expected life (years)     0.10-0.60       0.57-1.35  
Volatility     67-146 %     157-209 %
Dividend yield     0 %     0 %
Risk free rate     3.67-3.69 %     4.10 %

 

The key inputs used in the valuation of the of the BriaPro Warrant Shares as of April 30, 2026 were as follows:

 

   

August 31, 2023

(Effective Date)

     April 30, 2026  
             
Share price   $ 0.0365     $ 0.0365  
Exercise price   $ 0.0206-0.0308     $ 0.0318  
Expected life (years)     2.21-3.27     $ 0.10-0.60  
Volatility     100 %     67-146 %
Dividend yield     0 %     0 %
Risk free rate     4.40 %     2.28-2.42 %

 

 

BriaCell Therapeutics Corp

Notes to the Condensed Consolidated Financial Statements

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