| SHARE-BASED COMPENSATION |
NOTE
7: SHARE-BASED COMPENSATION
| |
a. |
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”), performance-based share units
(“PSUs”), 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.
|
| |
b. |
The
following table summarizes the number of options granted to directors, officers, employees and consultants under the option plan
for three-month period ended October 31, 2025 and related information: |
SUMMARY 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, 2025 | |
| 13,251 | | |
$ | 896.61 | | |
| 1.62 | | |
$ | - | |
| Granted (i) | |
| 37,700 | | |
| 12.50 | | |
| 4.75 | | |
| - | |
| Balance as of October 31, 2025 | |
| 50,951 | | |
| 242.15 | | |
| 3.87 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercisable as of October 31, 2025 | |
| 17,964 | | |
$ | 663.87 | | |
| 2.26 | | |
$ | - | |
| |
(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 during the three-month period ended October
31, 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. |
As
of October 31, 2025, there are $1,734,610 of total unrecognized costs related to share-based compensation that is expected to be recognized
over a period of up to 2.75 years.
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
7: SHARE-BASED COMPENSATION (Cont.)
| c. |
The
following table summarizes information about the Company’s outstanding and exercisable
options granted to employees as of October 31, 2025
|
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS
Exercise price | | |
Options outstanding as
of October
31, 2025 | | |
Weighted average remaining contractual
term (years) | | |
Options exercisable
as of October
31, 2025 | | |
Weighted average remaining contractual term
(years) | | |
Expiry
Date |
| $ | 12.50 | | |
| 37,700 | | |
| 4.75 | | |
| 4,713 | | |
| 4.75 | | |
August 01, 2030 |
| $ | 60.00 | | |
| 333 | | |
| 4.20 | | |
| 333 | | |
| 4.20 | | |
January 16, 2030 |
| $ | 904.50 | | |
| 2,663 | | |
| 2.64 | | |
| 2,663 | | |
| 2.64 | | |
June 20, 2028 |
| $ | 1,074.00 | | |
| 136 | | |
| 2.33 | | |
| 136 | | |
| 2.33 | | |
February 27, 2028 |
| $ | 907.97 | | |
| 1,195 | | |
| 1.76 | | |
| 1,195 | | |
| 1.76 | | |
August 02, 2027 |
| $ | 706.50 | | |
| 206 | | |
| 1.56 | | |
| 206 | | |
| 1.56 | | |
May 20, 2027 |
| $ | 1,126.50 | | |
| 1,000 | | |
| 1.29 | | |
| 1,000 | | |
| 1.29 | | |
February 16, 2027 |
| $ | 1,270.50 | | |
| 3,160 | | |
| 1.20 | | |
| 3,160 | | |
| 1.20 | | |
January 13, 2027 |
| $ | 1,074.83 | | |
| 81 | | |
| 1.00 | | |
| 81 | | |
| 1.00 | | |
November 01, 2026 |
| $ | 636.00 | | |
| 400 | | |
| 0.47 | | |
| 400 | | |
| 0.47 | | |
April 19, 2026 |
| $ | 636.00 | | |
| 4,077 | | |
| 0.41 | | |
| 4,077 | | |
| 0.41 | | |
March 29, 2026 |
| | | | |
| 50,951 | | |
| | | |
| 17,964 | | |
| | | |
|
| d. | As
result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of
October 31, 2025: |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS
Exercise Price | | |
Options outstanding
as of
October 31, 2025 | | |
Options exercisable
as of
October 31, 2025 | | |
Expiry
Date |
| | | |
| | |
| | |
|
| $ | 0.0933 | | |
| 440,000 | | |
| 440,000 | | |
June 20, 2028 |
| $ | 0.1108 | | |
| 21,000 | | |
| 21,000 | | |
February 27, 2028 |
| $ | 0.0984 | | |
| 180,100 | | |
| 180,100 | | |
August 02, 2027 |
| $ | 0.0729 | | |
| 31,000 | | |
| 31,000 | | |
May 20, 2027 |
| $ | 0.1162 | | |
| 150,000 | | |
| 150,000 | | |
February 16, 2027 |
| $ | 0.1310 | | |
| 524,700 | | |
| 524,700 | | |
January 13, 2027 |
| $ | 0.1165 | | |
| 12,600 | | |
| 12,600 | | |
November 01, 2026 |
| $ | 0.0888 | | |
| 100,000 | | |
| 100,000 | | |
September 01, 2026 |
| $ | 0.0656 | | |
| 60,000 | | |
| 60,000 | | |
April 19, 2026 |
| $ | 0.0656 | | |
| 612,000 | | |
| 612,000 | | |
March 29, 2026 |
| | | | |
| 2,131,400 | | |
| 2,131,400 | | |
|
The
following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for three-month period ended October
31, 2025:
SCHEDULE OF RESTRICTED STOCK UNITS GRANTED
| | |
Number of | | |
| |
| | |
RSU’s | | |
Aggregate | |
| | |
outstanding | | |
intrinsic
value | |
| Balance, July 31, 2025 | |
| - | | |
$ | - | |
| Granted (i) | |
| 40,000 | | |
| 376,000 | |
| Balance,
October 31, 2025 | |
| 40,000 | | |
$ | 440,000 | |
| |
(i) |
On
September 24, 2025, the Company granted RSUs to directors under the Omnibus Plan.
These 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 grant-date fair value of these RSUs
was $.
|
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
7: SHARE-BASED COMPENSATION (Cont.)
f.
Performance Share Units
The
following table summarizes the number of PSU’s granted under the Omnibus Plan for three-month period ended October 31, 2025:
SCHEDULE OF PERFORMANCE SHARE UNITS GRANTED
| | |
Number of | | |
| |
| | |
PSU’s | | |
Aggregate | |
| | |
outstanding | | |
intrinsic
value | |
| Balance, July 31, 2025 | |
| - | | |
$ | - | |
| Granted (i) | |
| 165,935 | | |
| 1,434,513 | |
| Balance,
October 31, 2025 | |
| 165,935 | | |
$ | 1,825,285 | |
| |
(i) |
On
August 1, 2025, the Company granted 165,935
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 these officers
totaled $353,228.
The PSUs awarded to the CMO and CSO include milestones related to the Bria-OTS program, with grant-date fair values of $70,643 each.
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 stock on the grant date.
The fair value of all PSU awards was determined using the closing price of the Company’s common stock 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
October 31, 2025, management has determined that achievement of the applicable performance conditions is probable. Compensation cost is
recognized over the requisite service period on a graded vesting (tranche-by-tranche) basis.
As of October 31, 2025, no PSUs were vested or issuable, as all awards remained subject to their performance conditions. See Note 9 for
PSUs that vested subsequent to the balance sheet date.
|
| g. |
The
total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three-month
period ended October 31, 2025, and 2024 is comprised as follows: |
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES
| | |
Three
months ended October
31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Research and development expenses | |
$ | 83,431 | | |
| 32,718 | |
| General and administrative
expenses | |
| 211,255 | | |
| 234,253 | |
| Total share-based compensation | |
$ | 294,686 | | |
| 266,971 | |
|