UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40101

BRIACELL THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

47-1099599

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

235 15^th Street, Suite 300, West Vancouver, BC, V7T 2X1

(Address of Principal Executive Offices, including zip code)

604-921-1810

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common shares, no par value	BCTX	The Nasdaq Stock Market LLC

Warrants to purchase common shares, no par value	BCTXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	☐ Large accelerated filer	☐Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of December 16, 2024, 44,204,161 common shares, no par value per share, of the Company were issued and outstanding.

BRIACELL THERAPEUTICS CORP.

Form 10-Q

Table of Contents

		Page
Part I. Financial Information		3

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of October 31, 2024 (unaudited) and July 31, 2024 (audited)	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended October 31, 2024	4
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the three months ended October 31, 2024	5
	Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended October 31, 2024	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	22
Item 4.	Controls and Procedures	23

Part II. Other Information		23

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	24
Item 6.	Exhibits	24

Part III. Signatures		25

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	October 31, 2024			July 31, 2024
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	5,792,265		$	862,089
Amounts receivable and prepaid expenses		2,426,830			2,791,765
Total current assets		8,219,095			3,653,854

NON-CURRENT ASSETS:
Equity Investment in BC Therapeutics		421,975			418,490
Intangible assets, net		195,978			199,796
Property and equipment, net		365,336			388,175
Long term prepaid expenses		1,211,946			1,211,946
Total non-current assets		2,195,235			2,218,407

Total assets	$	10,414,330		$	5,872,261

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Trade payables	$	4,233,968		$	7,170,781
Accrued expenses and other payables		754,668			290,376
Total current liabilities		4,988,636			7,461,157

NON-CURRENT LIABILITIES:
Warrant liability		1,712,679			1,096,036
Total non-current liabilities		1,712,679			1,096,036

SHAREHOLDERS’ EQUITY (DEFICIT):
Share capital of no par value - Authorized: unlimited at October 31, 2024 and July 31, 2024, Issued and outstanding: 36,183,161 shares October 31, 2024 and 18,284,661 July 31, 2024, respectively		82,040,741			72,166,414
Share-based payment reserved		9,456,232			9,189,261
Warrant reserve		3,930,221			1,844,296
Accumulated other comprehensive loss		(138,684	)		(138,684	)
Non-controlling interest		(329,623	)		(302,522	)
Accumulated deficit		(91,245,872	)		(85,443,697	)
Total shareholders’ equity (deficit)		3,713,015			(2,684,932	)

Total liabilities and shareholders’ equity	$	10,414,330		$	5,872,261

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	2024			2023
	Three months ended
	October 31,
	2024			2023
Operating expenses:
Research and development expenses	$	3,665,341			6,857,257
General and administrative expenses		1,487,491			1,645,771
Total operating expenses		5,152,832			8,503,028

Operating loss		(5,152,832	)		(8,503,028	)
Financial income, net		11,714			179,822
Change in fair value of the warrant liability		(616,643	)		14,282,078
Share of loss on equity investment		(71,515	)		-
Net income (loss) for the period	$	(5,829,276	)	$	5,958,872
Net loss attributable to non-controlling interest		(27,101	)		(42,671	)
Net income (loss) for the period attributable to BriaCell		(5,802,175	)		6,001,543
Net income (loss) per share attributable to BriaCell – basic	$	(0.22	)	$	0.38
Net income (loss) per share attributable to BriaCell – diluted		(0.22	)		(0.50	)
Weighted average number of shares used in computing net basic earnings per share of common stock		26,641,036			15,981,726
Weighted average number of shares used in computing net diluted earnings per share of common stock		26,641,036			16,674,891

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

	Number		Amount			capital			loss			Equity			interest			(deficit)
	Share capital					Additional paid in			Accumulated other comprehensive			Accumulated			Non- controlling			Total shareholders’ equity
	Number		Amount			capital			loss			Equity			interest			(deficit)
Balance, July 31, 2023		15,981,726	$	69,591,784	-	$	7,421,950		$	(138,684	)	$	(80,652,231	)		-		$	(3,777,181	)
Balance		15,981,726	$	69,591,784	-	$	7,421,950		$	(138,684	)	$	(80,652,231	)		-		$	(3,777,181	)
Instruments issued to minority shareholders at the Arrangement Date		-		-			(36,767	)		-			-			(162,440	)		(199,207	)
Issuance of options		-		-			533,816			-			-			-			533,816
Income (loss) for the period		-		-	-		-			-			6,001,543			(42,671	)		5,958,872
Balance, October 31, 2023		15,981,726	$	69,591,784	-	$	7,918,999		$	(138,684	)	$	(74,650,688	)		(205,111	)	$	2,516,300
Balance		15,981,726	$	69,591,784	-	$	7,918,999		$	(138,684	)	$	(74,650,688	)		(205,111	)	$	2,516,300

	Number		Amount		CAPITAL		Reserve			INCOME (LOSS)			DEFICIT			Interest			(DEFICIT)
	Share capital				Additional paid in		Warrant			Accumulated other comprehensive			Accumulated			Non- Controlling			Total shareholders’ equity
	Number		Amount		capital		reserve			loss			deficit			Interest			(deficit)
Balance, July 31, 2024		18,284,661	$	72,166,414	$	9,189,261	$	1,844,296		$	(138,684	)	$	(85,443,697	)	$	(302,522	)	$	(2,684,932	)
Issuance of Options		-		-		266,971		-			-			-			-			266,971
Exercise of prefunded warrants		100,000		-		-		-			-			-			-			-
Exercise of broker warrants		345,000		442,677		-		(149,426	)		-			-			-			293,251
Issuance of units		17,453,500		9,431,650		-		2,235,351			-			-			-			11,667,001
Net loss for the period		-		-		-		-			-			(5,802,175	)		(27,101	)		(5,829,276	)
Balance, October 31, 2024		36,183,161	$	82,040,741	$	9,456,232	$	3,930,221		$	(138,684	)	$	(91,245,872	)	$	(329,623	)	$	3,713,015

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	2024			2023
	Three months ended October 31,
	2024			2023
Cash flow from operating activities
Net income (loss) for the period	$	(5,829,276	)	$	5,958,872
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		3,818			3,818
Depreciation		22,839			-
Share-based compensation		266,971			533,816
Equity losses		71,515			-
Change in fair value of warrants		616,643			(14,282,078	)
Changes in assets and liabilities:
Decrease (increase) in amounts receivable		736,788			(2,537	)
(Increase) decrease in prepaid expenses		(371,853	)		937,816
Decrease in accounts payable		(2,936,813	)		(689,824	)
Increase (decrease) in accrued expenses and other payables		464,292			(65,128	)
Total cash flow from operating activities		(6,955,076	)		(7,605,245	)

Cash flows from Investing activities
Equity investment in BC Therapeutics		(75,000	)		-
Total cash flow from investing activities		(75,000	)		-

Cash flows from financing activities
Proceeds from exercise of warrants		293,251			-
Proceeds from the issuance of shares, net of issuance costs		11,667,001			-
Total cash flow from financing activities		11,960,252			-

Increase (decrease) in cash and cash equivalents		4,930,176			(7,605,245	)
Cash and cash equivalents at beginning of the period		862,089			21,251,092
Cash and cash equivalents at end of the period	$	5,792,265		$	13,645,847

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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 1: GENERAL AND GOING CONCERN

	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” and “BCTXW”.

	b.	BriaCell is an immuno-oncology biotechnology company. The Company is currently advancing its Bria-IMT targeted immunotherapy program against end-stage breast cancer to Phase 3 study which has been approved by the FDA. BriaCell is also developing a personalized off-the-shelf immunotherapy, Bria-OTS™, and a soluble CD80 protein therapeutic which acts both as a stimulator of the immune system as well as an immune checkpoint inhibitor.

	c.	Basis of presentation of the financial statements:

		The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the U.S Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting of a normal recurring nature which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented.

		The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report for the year ended July 31, 2024, filed with the SEC on October 28, 2024. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

	d.	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 October 31, 2024 was $91,245,872 and negative cash flows from operating activities during the three-month period ended October 31, 2024 was $6,955,076. The Company is planning to finance its operations by exploring additional sources of capital and financing, while managing its existing working capital resources. The Company’s ability to continue as a going concern is dependent upon its ability to attain future profitable operations and 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. See note 5(b) for details of an $8.5 million gross and $5.0 million gross offering that was completed in September 2024 and October 2024, respectively.

	e.	The Company has two wholly-owned U.S. subsidiaries: (i) BriaCell Therapeutics Corp. (“BTC”), which was incorporated in 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). See also note 1f. (Sapientia and BTC and BriaPro together, the “Subsidiaries”).

	f.	On August 31, 2023, the Company closed a plan of arrangement spinout transaction (the “Arrangement”) pursuant to which certain pipeline assets of the Company, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (the “BriaPro Assets”), were spun-out to BriaPro Therapeutics Corp. (“BriaPro”), resulting in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell shareholders (“BriaCell Shareholders”).

		Pursuant to the terms of the Arrangement, BriaPro has acquired the entire right and interest in and to the BriaPro Assets in consideration for the issuance by BriaPro to the Company of BriaPro common shares. Under the terms of the Arrangement, for each BriaCell share held immediately prior to closing, BriaCell Shareholders receive one (1) common share of BriaPro, and one (1) new common share of BriaCell (retiring their old share) having the same terms and characteristics as the existing BriaCell common shares. The Company will remain listed on the NASDAQ Stock Market and Toronto Stock Exchange, and BriaPro is an unlisted reporting issuer in Canada. Immediately following the closing of the Arrangement, the Company controls 2/3rd of the BriaPro common shares representing approximately 66.6% of the issued and outstanding common shares of BriaPro. As a result of the Arrangement, there are 47,945,178 BriaPro common shares issued and outstanding. The Company now beneficially owns or controls approximately 31,963,452 BriaPro common shares, representing 2/3rd of the issued and outstanding BriaPro common shares. Pursuant to the Arrangement, each BriaCell warrant in issuance at the time of the Arrangement shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof, one BriaCell Share and one BriaPro Share for the original exercise price. Warrants issued by the Company, subsequent to the Arrangement are not subject to the terms above. Upon the exercise of BriaCell Warrants, BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount for each one (1) BriaPro Share so issued that is equal to the exercise price under the BriaCell Warrant multiplied by the fair market value of one (1) BriaPro Share at the Effective Date divided by the total fair market value of one (1) BriaCell Share and one (1) BriaPro Share at the Effective Date (“BriaPro Warrant Shares”). Pursuant to the Arrangement, all Briacell option holders received the same amount of BriaPro options (“BriaPro Option”) and under the BriaPro incentive plan. The exercise price of the BriaCell options was apportioned between the BriaCell options and the BriaPro options, as follows: Each one (1) BriaPro Option to acquire one (1) Share shall have an exercise price equal to the product obtained by multiplying the original exercise price of the BriaCell Option by the quotient obtained by dividing (A) the fair market value of a BriaPro Share at the Effective Date by (B) the aggregate fair market value of a BriaCell Share and a BriaPro Share at the Effective Date. Pursuant to the Arrangement, all BriaCell Restricted Shares Units (“RSU”) holders received the same amount of BriaPro RSU’s under the BriaPro incentive plan. Transition Services Agreement On August 31, 2023, the Company and BriaPro executed a transition services agreement (the “Agreement”), pursuant to which BriaCell will provide certain research and development and head office services (the “Services”) to BriaPro for a fixed monthly fee of $20,000. Briacell and BriaPro acknowledged the transitional nature of the Services and accordingly, as promptly as practicable, BriaPro agreed to use commercially reasonable efforts to transition each Service to its own internal organization or to obtain alternate third party providers to provide the Services. In accordance with US GAAP’s Accounting Standards Codification 505 “Equity”, the Arrangement was determined to be a spinoff of nonmonetary assets which did not constitute a business. However, since the assets were transferred to an entity under the Company’s control, the assets is being recorded on the Company’s basis (carry value) and not at fair market value.

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 2: SIGNIFICANT ACCOUNTING POLICIES

a. Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.

b. Prepaid expenses

The Company has prepaid certain expenses in respect of its pivotal phase III trial and estimates the period over which such expenses will be incurred. As of July 31, 2024, the Company revised its estimate of the time to completion in respect of this trial. Amounts estimated to be expenses in more than 12 months have been classified to long-term prepaid expenses.

c. The useful life of property and equipment

Property and equipment are depreciated over their useful lives. Useful lives are based on management’s estimates of the period that the assets will be used which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the amounts charged to the consolidated statement of operations and comprehensive loss in specific periods.

d. Investment equity method:

Investments in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using the equity method, with the Company’s share of losses reported in the loss from equity method investments on the statements of operation and comprehensive loss. The Company has a 54.6% interest in BC Therapeutics. Management evaluates whether it has control over the investee in accordance with the guidance of ASC 810, which requires judgment to assess factors such as power over significant activities of the investee, exposure to variable returns, and the ability to affect those returns. Based on this evaluation, management determines whether control or significant influence is present for accounting purposes.

e. Recently issued and adopted accounting standards:

		As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. The pronouncements below relate to standards that impact the Company.

	1.	In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures.

	2.	In March 2024, the FASB issued ASU 2024-01 - Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This standard clarifies whether profits interest and similar awards fall within the scope of stock-based compensation guidance as defined in ASC Topic 718, introducing examples to demonstrate this. The ASU includes scenarios where profits interest awards are classified as equity instruments or liability awards and situations where they fall outside ASC Topic 718, being accounted for under ASC Topic 710. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures.

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 3: INVESTMENT IN BC THERAPEUTICS INC.