v3.26.3
SHAREHOLDERS’ EQUITY
 12 Months Ended
Jul. 31, 2026
Equity [Abstract]  
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 (“common share”).

 

b. Issued share capital

 

  (i) Reverse Stock Split:

 

  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.

 

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, 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%.

 

 

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)

 

NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)

 

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, 2026 and 2025

(Expressed in US Dollars, unless otherwise indicated)

 

NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)

 

  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 306,665 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.

 

 

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)

 

NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)

 

  (iii) The Company issued the following shares during the year ended July 31, 2026:

 

  1.

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 effect 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, of which approximately $1,196,800 was allocated to share capital and $928,100 was allocated to the warrant reserve.

 

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.

 

  2.

On June 2, 2026, the Company closed a public offering for the purchase and sale of 1,449,300 common shares of the Company for aggregate gross proceeds of approximately $4.7 million before deducting placement agent fees and other offering expenses (the “June 2026 Offering”). Each common share was sold at a public offering price of $3.25 per share.

 

In connection with the June 2026 Offering, the Company issued 72,465 agent warrants. The agent warrants are immediately exercisable at an exercise price of $4.06 per share and expire five years from the date of issuance.

 

The fair value of the 72,465 agent warrants was determined to be $189,433 using the Black-Scholes option pricing model, with the following assumptions: share price – $3.27; exercise price – $4.06; expected life – 5 years; annualized volatility – 115%; dividend yield – 0%; risk-free rate – 4.177%.

 

The amount was credited to the warrant reserve at the date of the June 2026 Offering.

 

 

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)

 

NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)

 

c. Share Purchase Warrants

 

A summary of changes in share purchase warrants for the years ending July 31, 2026 and 2025 is presented below:

 

  

Number of

warrants
outstanding

   Weighted average
exercise price (*)		 
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 
Expired   (26,324)   794.02 
Granted in the January 2026 Offering   5,366,726    6.93 
Balance, July 31, 2026   6,994,316   $16.11 

 

(*) See note 7(a).

 

As of July 31, 2026, warrants outstanding were as follows:

 

Number of

Warrants

   Exercise
Price		  

Exercisable At

July 31, 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(d) and note 7(a)

 

 

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)

 

NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)

 

d) Compensation Warrants

 

A summary of changes in compensation warrants for the years ended July 31, 2026 and 2025 is presented below:

 

  

Number of

warrants
outstanding

  

Weighted average

exercise price (*)

 
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    56.50 
Balance, July 31, 2025   28,072    93.54 
Expired   (311)   842.52 
Granted in the January 2026 Offering   161,001    8.39 
Granted in the June 2026 Offering   72,465    4.06 
Balance, July 31, 2026   261,227   $15.34 

 

(*) See note 7(a).

 

As of July 31, 2026, compensation warrants outstanding were as follows:

 

Number of

Warrants

   Exercise
Price		  

Exercisable At

July 31, 2026

   Expiry Date
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
72,465   $4.06    72,465   June 2, 2031
261,227         261,227    

 

 

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)

 

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 (*):

 

   Warrants liability 
     
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 
Change in fair value during the year   (298,733)
      
Balance as of July 31, 2026  $38,939 

 

  (*) Certain BriaCell Legacy Warrants issued prior to August 1, 2022 contain terms that require the related warrant obligations to be recorded at fair value under U.S. GAAP. As a result, the warrant liability is remeasured at the end of each reporting period. For the year ended July 31, 2026, the Company recorded a gain on the revaluation of the warrant liability of $298,733 in the consolidated statements of operations and comprehensive loss.

 

    The key inputs used in the valuation of the warrant as of July 31, 2026 and at July 31, 2025 and on the issuance dates, were as follows:

 

   July 31,
2026		   July 31,
2025		 
         
Share price  $3.44   $7.50 
Exercise price   928.50   $796.88-928.50 
Expected life (years)   0.35    0.57-1.35 
Volatility   83%   157-209%
Dividend yield   0%   0%
Risk free rate   3.95%   4.10%

 

 

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)

 

NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)

 

The key inputs used in the valuation of the BriaPro Warrant Shares as of July 31, 2026 were as follows:

 

       August 31, 
   July, 31   2023 
   2026   (Effective Date) 
         
Share price  $0.0253   $0.0365 
Exercise price  $0.0318   $0.0206-0.0308 
Expected life (years)   0.35    2.21-3.27 
Volatility   83%   100%
Dividend yield   0%   0%
Risk free rate   2.36%   4.40%

 

As of July 31, 2026, the fair value of the remaining non-public BriaCell warrants was $nil. The Company’s warrant liability of $38,939 at July 31, 2026 relates entirely to the BriaPro Warrant Shares.