| GENERAL AND GOING CONCERN |
NOTE
1: GENERAL AND GOING CONCERN
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a. |
BriaCell
Therapeutics Corp. (“BriaCell” or the “Company”) was incorporated under the Business Corporations Act (British
Columbia) on July 26, 2006 and is listed on the Toronto Stock Exchange (“TSX”) under the symbol “BCT”. The
Company also trades on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX”, “BCTXZ”,
“BCTXL”. |
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b. |
BriaCell
is a clinical-stage biotechnology company developing novel immunotherapies for cancer. The Company is currently advancing its Bria-IMT™
targeted immunotherapy in combination with an immune checkpoint inhibitor (retifanlimab) in a pivotal Phase 3 study in metastatic
breast cancer. BriaCell is also developing personalized off-the-shelf immunotherapies, Bria-OTS™ and Bria-OTS+™, including
Bria-BRES™ for breast cancer and Bria-PROS+™ for prostate cancer. |
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c. |
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.
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d. |
The
Company has two wholly-owned U.S. subsidiaries: (i) BriaCell Therapeutics Corp. (“BTC”), which was incorporated on April
3, 2014, under the laws of the state of Delaware, and (ii) BTC has a wholly-owned subsidiary, Sapientia Pharmaceuticals, Inc. (“Sapientia”),
which was incorporated in September 20, 2012, under the laws of the state of Delaware. The Company also has one Canadian subsidiary:
BriaPro Therapeutics Corp, (“BriaPro”) which was incorporated on May 15, 2023, under the Business Corporations Act (British
Columbia). BriaPro was established to complete a plan of arrangement spinout transaction in August 2023, pursuant to which certain
pipeline assets of the Company were spun-out to BriaPro, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors
for multiple indications including cancer (the “BriaPro Assets”), resulting in an initially approximately two-thirds
owned subsidiary of the Company with the remaining one-third (1/3) held by the Company’s shareholders (the “Amalgamation”
and the “Amalgamation Agreement”) – see also note 7(a). (Sapientia and BTC and BriaPro together, the “Subsidiaries”)
BriaCell’s ownership interest in BriaPro increased to approximately 78% following the March 31, 2026 transaction described
below. BriaCell Therapeutics AU Pty Ltd, a wholly-owned Australian subsidiary, was established on January 28, 2026 and currently
has minimal activity. |
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e. |
On
February 18, 2026, the Company and BriaPro entered into a definitive purchase agreement pursuant to which BriaPro agreed to purchase
BriaCell’s exclusive license to develop and commercialize Soluble CD80 (“sCD80”) as a biologic agent for the treatment
of cancer and other associated assets (the “Transaction”). As part of the Transaction, BriaCell agreed to make available
to BriaPro up to $3 million to fund research and development efforts. As consideration for the transfer of the exclusive license
and the credit facility, BriaPro issued 23,972,589 common shares to BriaCell, increasing BriaCell’s ownership interest in BriaPro
to approximately 78%. The Transaction was approved by the disinterested shareholders of BriaPro on March 5, 2026 and closed on March
31, 2026. Since intercompany transactions are eliminated on consolidation, the Transaction did not have an impact on the consolidated
financial statements of the Company. |
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f. |
The
Company has one operating segment and reporting unit. |
BriaCell
Therapeutics Corp
Notes
to the Consolidated Financial Statements
For
the Years Ended July 31, 2026 and 2025
(Expressed
in US Dollars, unless otherwise indicated)
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