| GENERAL AND GOING CONCERN |
NOTE
1: GENERAL AND GOING CONCERN
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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”, “BCTXW”
and “BCTXZ”. |
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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. |
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c. |
Basis
of presentation of the financial statements: |
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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. |
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The
accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual
Report for the year ended July 31, 2025, filed with the SEC on October 16, 2025. 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. |
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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, 2025 was $119,953,129
and negative cash flows from operating activities during the three-month period ended October 31, 2025 was $7,704,796.
The Company is planning to finance its operations by exploring additional sources of capital and financing, while managing its
existing working capital resources. During the year ended July 31, 2025, the Company raised $50.9
million in gross proceeds from equity financings, however, the Company’s ability to continue as a going concern is dependent
upon its ability to attain future profitable operations and to continue 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 condensed 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. |
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e.
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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).
BriaPro was established to complete a plan of arrangement spinout transaction in August 2023, pursuant to which certain pipeline assets
of the Company were spun-out to BriaPro, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple
indications including cancer (the “BriaPro Assets”), resulting in a two-third (2/3) owned subsidiary of the Company with the
remaining one-third (1/3) held by the Company’s shareholders (the “Amalgamation” and the “Amalgamation Agreement”)
– see also note 7(a). (Sapientia and BTC and BriaPro together, the “Subsidiaries”). |
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)
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