| 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 Company’s option plans for the year ended July 31, 2026
and related information:
SCHEDULE 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, 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 | | |
| - | |
| Granted (i) | |
| 328,700 | | |
| 6.38 | | |
| 4.45 | | |
| - | |
| Forfeited | |
| (2,142 | ) | |
| 7.40 | | |
| | | |
| | |
| Expired | |
| (4,477 | ) | |
| 636.00 | | |
| | | |
| | |
| Balance as of July 31, 2026 | |
| 335,332 | | |
$ | 33.10 | | |
| 4.36 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercisable as of July 31, 2025 | |
| 13,251 | | |
$ | 896.61 | | |
| 1.62 | | |
$ | - | |
| Exercisable as of July 31, 2026 | |
| 63,690 | | |
$ | 148.45 | | |
| 3.89 | | |
$ | - | |
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
10: SHARE-BASED COMPENSATION (Cont.)
| |
(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 on August 1, 2025 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 certain directors, members of management, and employees at an exercise
price of $5.59 per share. All options vest in equal quarterly instalments 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. |
| |
|
|
| |
(ii) |
The
weighted-average grant date per-share fair value of stock options granted during 2026 and 2025 was $3.80 and $48.77 respectively.
As of July 31, 2026, there were $3,449,165 of total unrecognized share-based compensation costs related to stock options, restricted
share units (“RSUs”) and performance share units (“PSUs”). |
| |
|
|
| |
(*) |
certain
options are exercisable in Canadian dollars and translated to US Dollars at year end. |
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 2026 and 2025:
SCHEDULE
OF FAIR VALUE MEASUREMENT OF EQUITY - SETTLED SHARE OPTIONS
| | |
Year ended July 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Dividend yield | |
| 0.00 | % | |
| 0.00 | % |
| Expected volatility of the share prices | |
| 116%-123 | % | |
| 112 | % |
| Risk-free interest rate | |
| 3.79%-3.98 | % | |
| 4.45 | % |
| Expected term (in years) | |
| 5.0 | | |
| 5.0 | |
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
10: SHARE-BASED COMPENSATION (Cont.)
c.
The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of July
31, 2026
SCHEDULE
OF OUTSTANDING AND EXERCISABLE OPTIONS
Exercise price | | |
Options outstanding as of July 31, 2026 | | |
Weighted average remaining contractual term (years) | | |
Options exercisable as of July 31, 2026 | | |
Weighted average remaining contractual term (years) | | |
Expiry Date |
| $ | 5.59 | | |
| 289,520 | | |
| 4.50 | | |
| 36,178 | | |
| 4.50 | | |
February 1, 2031 |
| $ | 12.50 | | |
| 37,038 | | |
| 4.00 | | |
| 18,738 | | |
| 4.00 | | |
August 1, 2030 |
| $ | 60.00 | | |
| 333 | | |
| 3.45 | | |
| 333 | | |
| 3.45 | | |
January 16, 2030 |
| $ | 904.50 | | |
| 2,663 | | |
| 1.89 | | |
| 2,663 | | |
| 1.89 | | |
June 20, 2028 |
| $ | 1,074.00 | | |
| 136 | | |
| 1.58 | | |
| 136 | | |
| 1.58 | | |
February 27, 2028 |
| $ | 896.00 | | |
| 1,195 | | |
| 1.01 | | |
| 1,195 | | |
| 1.01 | | |
August 2, 2027 |
| $ | 706.50 | | |
| 206 | | |
| 0.81 | | |
| 206 | | |
| 0.81 | | |
May 20, 2027 |
| $ | 1,126.50 | | |
| 1,000 | | |
| 0.54 | | |
| 1,000 | | |
| 0.54 | | |
February 16, 2027 |
| $ | 1,270.50 | | |
| 3,160 | | |
| 0.50 | | |
| 3,160 | | |
| 0.50 | | |
January 13, 2027 |
| $ | 1,060.66 | | |
| 81 | | |
| 0.25 | | |
| 81 | | |
| 0.25 | | |
November 1, 2026 |
| | | | |
| 335,332 | | |
| | | |
| 63,690 | | |
| | | |
|
d.
As result of the Arrangement, 1,269,400 BriaPro Options were issued and are outstanding as of July 31, 2026:
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS
Exercise Price | | |
Options outstanding as of July 31, 2026 | | |
Options exercisable as of July 31, 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 | | |
|
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
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, 2026:
SCHEDULE OF RESTRICTED STOCK UNITS GRANTED
| | |
Number of | | |
| |
| | |
RSU’s | | |
Aggregate | |
| | |
outstanding | | |
intrinsic value | |
| Balance, July 31, 2025 | |
| - | | |
$ | - | |
| Granted (i) | |
| 160,000 | | |
| 743,200 | |
| Balance, July 31, 2026 | |
| 160,000 | | |
$ | 550,400 | |
| |
(i) |
On
September 24, 2025, the Company granted RSUs to directors under the Omnibus Plan. On June 29, 2026, the Company granted an
additional RSUs to directors under the Omnibus Plan. The 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 aggregate grant-date fair value of the RSUs granted during the
year was $. |
The
following table summarizes the number of BriaPro RSU’s granted to directors under the Omnibus Plan for the year ended July 31,
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 | | |
| 181,930 | |
| Balance, July 31, 2026 | |
| 7,208,200 | | |
$ | 182,630 | |
| |
(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 $181,930, based on a grant-date fair value of approximately $0.0253 per RSU. |
f.
Performance Share Units
The
following table summarizes the number of PSU’s granted under the Omnibus Plan for year ended July 31, 2026:
SCHEDULE OF PERFORMANCE SHARE UNITS GRANTED
| | |
Number of | | |
| |
| | |
PSU’s | | |
Aggregate | |
| | |
outstanding | | |
intrinsic value | |
| Balance, July 31, 2025 | |
| - | | |
$ | - | |
| Granted (i) | |
| 720,256 | | |
| 3,130,735 | |
| Settled (ii) | |
| (8,242 | ) | |
| | |
| Balance, July 31, 2026 | |
| 712,014 | | |
$ | 2,449,328 | |
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
10: SHARE-BASED COMPENSATION (Cont.)
| |
(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
the CEO and CMO totaled $353,228. The PSUs awarded to the CSO include milestones related to the Bria-OTS program, with a grant-date
fair value of $70,643. 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 shares on the grant date.
On
June 29, 2026, the Company granted 554,321 PSUs to the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”),
Chief Medical Officer (“CMO”), Chief Scientific Officer (“CSO”), a member of management, and a director 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 the CEO,
CMO, and member of management totaled $605,289. The PSUs awarded to the CSO include milestones related to the Bria-OTS program, with
a grant-date fair value of $86,466. The CFO’s PSUs relate to corporate and financial reporting objectives, with a grant-date
fair value of $86,466. The PSUs awarded to the director relate to the Company’s Phase 3 interim analysis, with a grant-date
fair value of $918,000.
The
fair value of all PSU awards was determined using the closing price of the Company’s common shares 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 July 31, 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. |
| |
(ii) |
During
the year ended July 31, 2026, 8,242 PSUs granted to the CFO vested and were settled in common shares. |
g.
The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the years ended
July 31, 2026 and 2025 is comprised as follows:
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES
| | |
| | | |
| | |
| | |
Year ended July 31, | |
| | |
2026 | | |
2025 | |
| | |
| |
| Research, development, and clinical trial expenses | |
$ | 605,111 | | |
$ | 120,050 | |
| General and administrative expenses | |
| 1,130,278 | | |
| 656,829 | |
| Total share-based compensation | |
$ | 1,735,389 | | |
$ | 776,879 | |
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)
|