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 January 31, 2025

☐ 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 March 12, 2025, there were 3,709,440 common shares, no par value per share, of the Company 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 January 31, 2025 (unaudited) and July 31, 2024 (audited)	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended January 31, 2025	4
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months ended January 31, 2025	5
	Unaudited Condensed Consolidated Statement of Cash Flows for the Six Months ended January 31, 2025	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	28
Item 4.	Controls and Procedures	29

Part II. Other Information		30

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30

Signatures		31

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

BRIACELL THERAPEUTICS CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	January 31, 2025			July 31, 2024

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	5,013,654		$	862,089
Amounts receivable and prepaid expenses		2,148,919			2,791,765
Total current assets		7,162,573			3,653,854

NON-CURRENT ASSETS:
Equity investment in BC Therapeutics		454,391			418,490
Intangible assets, net		192,160			199,796
Property and equipment, net		342,497			388,175
Long term prepaid expenses		1,211,946			1,211,946
Total non-current assets		2,200,994			2,218,407

Total assets	$	9,363,567		$	5,872,261

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Trade payables	$	5,003,239		$	7,170,781
Accrued expenses and other payables		227,599			290,376
Total current liabilities		5,230,838			7,461,157

NON-CURRENT LIABILITIES:
Warrant liability		905,838			1,096,036
Total non-current liabilities		905,838			1,096,036

SHAREHOLDERS’ EQUITY (DEFICIT)⁽¹⁾:
Share Capital of no par value - Authorized: unlimited at January 31, 2025 and July 31, 2024, Issued and outstanding: 2,946,940 shares January 31, 2025 and 1,218,984 July 31, 2024, respectively⁽¹⁾		85,451,119			72,166,414
Share-based payment reserve⁽¹⁾		10,091,325			9,189,261
Warrant Reserve⁽¹⁾		5,736,454			1,844,296
Accumulated other comprehensive loss⁽¹⁾		(138,684	)		(138,684	)
Non-controlling Interest⁽¹⁾		(376,031	)		(302,522	)
Accumulated deficit⁽¹⁾		(97,537,292	)		(85,443,697	)
Total shareholders’ equity (deficit)⁽¹⁾		3,226,891			(2,684,932	)

Total liabilities and shareholders’ equity (deficit)	$	9,363,567		$	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 FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2025

(Unaudited)

	2025			2024			2025			2024
	Three months ended January 31,						Six months ended January 31,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Operating Expenses:
Research, development, and clinical trial expenses	$	5,684,777		$	8,257,455		$	9,350,118		$	15,114,712
General and administrative expenses		1,484,666			1,571,991			2,972,157			3,217,762
Total operating expenses		7,169,443			9,829,446			12,322,275			18,332,474

Operating loss		(7,169,443	)		(9,829,446	)		(12,322,275	)		(18,332,474	)
Financial expenses, net		67,358			81,628			79,072			261,450
Change in fair value of the warrant liability		806,841			(1,567,747	)		190,198			12,714,331
Share of loss on equity investment		(42,584	)		(18,345	)		(114,099	)		(18,345	)
Net loss for the period	$	(6,337,828	)	$	(11,333,910	)	$	(12,167,104	)		(5,375,038	)
Net loss attributable to non-controlling interest		(46,408	)		(39,307	)		(73,509	)		(81,978	)
Net loss and Comprehensive loss for the period attributable to BriaCell		(6,291,420	)		(11,294,603	)		(12,093,595	)		(5,293,060	)
Net loss per share attributable to BriaCell – basic and diluted	$	(2.33	)	$	(10.64	)	$	(5.44	)	$	(5.04	)
Weighted average number of shares used in computing net basic earnings per share of common stock⁽¹⁾		2,699,566			1,065,448			2,224,979			1,065,448
Weighted average number of shares used in computing net diluted earnings per share of common stock⁽¹⁾		2,699,566			1,065,448			2,224,979			1,065,448

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 (DEFICIT)

(Unaudited)

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2025

	Number		Amount		capital		reserve			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, October 31, 2024		2,412,216	$	82,040,741	$	9,456,232	$	3,930,221		$	(138,684	)	$	(91,245,872	)	$	(329,623	)	$	3,713,015
Issuance of Options		-		-		635,093		-			-			-			-			635,093
Exercise of warrants		41,391		796,690		-		(268,925	)		-			-			-			527,765
Issuance of units		493,333		2,613,688		-		2,075,158			-			-			-			4,688,846
Net loss for the period		-		-		-		-			-			(6,291,420	)		(46,408	)		(6,337,828	)
Balance, January 31, 2025		2,946,940	$	85,451,119	$	10,091,325	$	5,736,454		$	(138,684	)	$	(97,537,292	)	$	(376,031	)	$	3,226,891

	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		1,218,984	$	72,166,414	$	9,189,261	$	1,844,296		$	(138,684	)	$	(85,443,697	)	$	(302,522	)	$	(2,684,932	)
Issuance of Options		-		-		902,064		-			-			-			-			902,064
Exercise of prefunded warrants		6,666		-		-		-			-			-			-			-
Exercise of broker warrants		64,391		1,239,367		-		(418,352	)					-						821,015
Issuance of units		1,656,899		12,045,338		-		4,310,510			-			-			-			16,355,848
Net loss for the period		-		-		-		-			-			(12,093,595	)		(73,509	)		(12,167,104	)
Balance, January 31, 2025		2,946,940	$	85,451,119	$	10,091,325	$	5,736,454		$	(138,684	)	$	(97,537,292	)	$	(376,031	)	$	3,226,891

	Number		Amount⁽¹⁾		capital		loss			deficit			interest			(deficit)
	Share capital⁽¹⁾				Additional paid in		Accumulated other comprehensive			Accumulated			Non- controlling			Total shareholders’ equity
	Number		Amount		capital		loss			deficit			interest			(deficit)
Balance, October 31, 2023		1,065,455	$	69,591,784	$	7,918,999	$	(138,684	)	$	(74,650,688	)	$	(205,111	)	$	2,516,300
Issuance of options		-		-		500,155		-			-			-			500,155
Loss for the period		-		-		-		-			(11,294,603	)		(39,307	)		(11,333,910	)
Balance, January 31, 2024		1,065,455	$	69,591,784	$	8,419,154	$	(138,684	)	$	(

SEC Form 10-Q filed by BriaCell Therapeutics Corp.