| SHARE-BASED COMPENSATION |
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 nine-month period ended April 30, 2026 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, 2025 | |
| 13,251 | | |
$ | 896.61 | | |
| 1.62 | | |
$ | - | |
| Granted (i) | |
| 328,700 | | |
| 6.38 | | |
| 4.70 | | |
| - | |
| Expired | |
| (4,477 | ) | |
| 636 | | |
| | | |
| | |
| Balance as of April 30, 2026 | |
| 337,474 | | |
| 33.06 | | |
| 4.61 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercisable as of April 30, 2026 | |
| 22,912 | | |
$ | 403.06 | | |
| 3.15 | | |
$ | - | |
| |
(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 nine-month period ended April 30, 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.
On
February 1, 2026, the Company granted 291,000 stock options to employees and members of the scientific advisory board at an exercise
price of $5.59 per share. All options vest in equal quarterly installments over two years, with the first vesting date on May 1,
2026. The options expire on February 1, 2031. The grant-date fair value of the award was $1,031,192. The fair value of options granted
was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected volatility of
123%, expected term of 5.0 years, risk-free interest rate of 3.79%, dividend yield of 0%, and a stock price of $4.30 on the grant
date. |
| |
c. |
As
of April 30, 2026, there were $2,069,605 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 2.25 years. |
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
7: SHARE-BASED COMPENSATION (Cont.)
| d. |
The
following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of April
30, 2026 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS
Exercise price | | |
Options outstanding as of April 30, 2026 | | |
Weighted average remaining contractual term (years) | | |
Options exercisable as of April 30, 2026 | | |
Weighted average remaining contractual term (years) | | |
Expiry Date |
| $ | 5.59 | | |
| 291,000 | | |
| 4.75 | | |
| - | | |
| 4.75 | | |
February 1, 2031 |
| $ | 12.50 | | |
| 37,700 | | |
| 4.25 | | |
| 14,138 | | |
| 4.25 | | |
August 1, 2030 |
| $ | 60.00 | | |
| 333 | | |
| 3.70 | | |
| 333 | | |
| 3.70 | | |
January 16, 2030 |
| $ | 904.50 | | |
| 2,663 | | |
| 2.14 | | |
| 2,663 | | |
| 2.14 | | |
June 20, 2028 |
| $ | 1,074.00 | | |
| 136 | | |
| 1.83 | | |
| 136 | | |
| 1.83 | | |
February 27, 2028 |
| $ | 907.97 | | |
| 1,195 | | |
| 1.26 | | |
| 1,195 | | |
| 1.26 | | |
August 2, 2027 |
| $ | 706.50 | | |
| 206 | | |
| 1.06 | | |
| 206 | | |
| 1.06 | | |
May 20, 2027 |
| $ | 1,126.50 | | |
| 1,000 | | |
| 0.79 | | |
| 1,000 | | |
| 0.79 | | |
February 16, 2027 |
| $ | 1,270.50 | | |
| 3,160 | | |
| 0.75 | | |
| 3,160 | | |
| 0.75 | | |
January 13, 2027 |
| $ | 1,074.83 | | |
| 81 | | |
| 0.50 | | |
| 81 | | |
| 0.50 | | |
November 1, 2026 |
| | | | |
| 337,474 | | |
| | | |
| 22,912 | | |
| | | |
|
| e. |
As
result of the Arrangement, 1,269,400 BriaPro Options were issued and are outstanding as of April 30, 2026: |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS
Exercise Price | | |
Options outstanding as of April 30, 2026 | | |
Options exercisable as of April 30, 2026 | | |
Expiry Date |
| | | |
| | |
| | |
|
| $ | 0.0933 | | |
| 400,000 | | |
| 400,000 | | |
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 | | |
| 474,700 | | |
| 474,700 | | |
January 13, 2027 |
| $ | 0.1165 | | |
| 12,600 | | |
| 12,600 | | |
November 1, 2026 |
| | | | |
| 1,269,400 | | |
| 1,269,400 | | |
|
| f. |
Restricted
Share Units |
The
following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for nine-month period ended April 30,
2026:
SCHEDULE OF RESTRICTED STOCK UNITS GRANTED
| | |
Number of | | |
| |
| | |
RSU’s | | |
Aggregate | |
| | |
outstanding | | |
intrinsic value | |
| Balance, July 31, 2025 | |
| - | | |
$ | - | |
| Granted (i) | |
| 40,000 | | |
| 376,000 | |
| Balance, April 30, 2026 | |
| 40,000 | | |
$ | 167,200 | |
| |
(i) |
On
September 24, 2025, the Company granted 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
$. |
The
following table summarizes the number of BriaPro RSU’s granted to directors under the Omnibus Plan for the nine-month period ended
April 30, 2026:
SCHEDULE OF BRIAPRO RESTRICTED STOCK UNITS GRANTED
| | |
Number of | | |
| |
| | |
RSU’s | | |
Aggregate | |
| | |
outstanding | | |
intrinsic value | |
| Balance, July 31, 2025 | |
| 19,200 | | |
$ | 700 | |
| Granted (i) | |
| 7,189,000 | | |
| 262,399 | |
| Balance, April 30, 2026 | |
| 7,208,200 | | |
$ | 263,099 | |
| |
(i) |
On
April 1, 2026, BriaPro granted 7,189,000 RSUs to directors under the Omnibus Plan. These RSUs vest in full on April 1, 2027. The grant-date
fair value of these RSUs was $262,399, based on a grant-date fair value of $0.0365 per RSU. |
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
7: SHARE-BASED COMPENSATION (Cont.)
g.
Performance Share Units
The
following table summarizes the number of PSU’s granted under the Omnibus Plan for nine-month period ended April 30, 2026:
SCHEDULE OF PERFORMANCE SHARE UNITS GRANTED
| | |
Number of | | |
| |
| | |
PSU’s | | |
Aggregate | |
| | |
outstanding | | |
intrinsic value | |
| Balance, July 31, 2025 | |
| - | | |
$ | - | |
| Granted (i) | |
| 165,935 | | |
| 1,434,513 | |
| Balance, April 30, 2026 | |
| 165,935 | | |
$ | 693,608 | |
| |
(i) |
On
August 1, 2025, the Company granted 65,935 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 April 30, 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 nine-month period ended April 30, 2026, the Company achieved the performance condition related to the CFO’s PSU’s.
As a result 3,532 PSUs granted to the CFO vested and became issuable during the period. |
| h. |
The
total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three and nine-month
period ended April 30, 2026 and 2025 is comprised as follows: |
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
Three months ended
April 30, | | |
Nine months ended
April 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Research, development, and clinical trial expenses | |
$ | 175,999 | | |
| 36,493 | | |
$ | 338,446 | | |
| 120,050 | |
| General and administrative expenses | |
| 256,208 | | |
| 188,322 | | |
| 674,303 | | |
| 656,829 | |
| Total share-based compensation | |
$ | 432,207 | | |
| 224,815 | | |
$ | 1,012,749 | | |
| 776,879 | |
|