v3.25.4
SHAREHOLDERS’ EQUITY
 6 Months Ended
Jan. 31, 2026
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 6: SHAREHOLDERS’ EQUITY

 

a. Authorized share capital

 

The authorized share capital consists of an unlimited number of common shares with no par value.

 

b. Issued share capital

 

  (i) Reverse Stock Split:

 

    On January 3, 2025, the Company’s board of directors approved a reverse stock split of the Company’s common shares on a 1-for-15 basis, which became effective on January 24, 2025 and on August 25, 2025 (the “Effective Date”), the Company effected a reverse stock split of its common shares on a 1-for-10 basis (the “Reverse Splits”).
     
    As a result of the Reverse Splits, every one hundred and fifty (150) pre-split common shares issued and outstanding were automatically combined into one (1) new common share. No fractional common shares were issued in connection with the Reverse Splits. Instead, any fractional common shares resulting from the January 2025 Reverse Split were deemed to have been tendered to the Company for cancellation for no consideration.
     
    Following the January 2025 Reverse Split, the number of common shares outstanding were 294,694. After giving effect to subsequent share issuances and the August 2025 Reverse Split, the number of common shares outstanding was 1,883,906.
     
    The Reverse Splits also resulted in a proportional adjustment to the number of common shares issuable upon the exercise of the Company’s outstanding warrants, stock options, and other convertible securities, as well as an adjustment to the exercise prices and conversion prices, as applicable.
     
    All share and per share amounts in the accompanying condensed consolidated financial statements and related notes have been retroactively adjusted to reflect both the January 2025 Reverse Split and the August 2025 Reverse Split for all periods presented.

 

  (ii)

The Company issued the following shares during the six-month period ended January 31, 2026:

 

1. On January 15, 2026, the Company closed a public offering for the purchase and sale of 5,366,726 units of the Company for aggregate gross proceeds of approximately $30.0 million before deducting placement agent fees and other offering expenses (the “January 2026 Offering”). Each unit consisted of one common share (or one pre-funded warrant (“Pre-Funded Warrants”) in lieu thereof) and one warrant to purchase one common share of the Company at a combined purchase price of $5.59 per unit. The warrants have an exercise price of $6.93 per share, are immediately exercisable, and expire five years from the date of issuance (“January 2026 Warrants”). The common shares (or Pre-Funded Warrants) and January 2026 Warrants were purchased together in the offering but were issued separately. Total issuance costs associated with the offering were approximately $2,125,100, excluding the fair value of placement agent warrants.

 

In connection with the January 2026 Offering, the Company issued 161,001 placement agent warrants. The placement agent warrants are immediately exercisable at an exercise price of $8.39 per share and expire five years from the date of issuance.

 

The fair value of the 5,366,726 January 2026 Warrants was determined to be $13,103,125 (gross, before deducting share issuance costs) using the Black-Scholes option pricing model, with the following assumptions: share price – $3.15; exercise price – $6.93; expected life – 5 years; annualized volatility – 123%; dividend yield – 0%; risk-free rate – 3.762%.

 

The fair value of the 161,001 placement agent warrants was determined to be $572,334 using the Black-Scholes option pricing model, with the following assumptions: share price – $4.49; exercise price – $8.39; expected life – 5 years; annualized volatility – 123%; dividend yield – 0%; risk-free rate – 3.762%.

The amounts were credited to the warrant reserve at the date of the January 2026 Offering.

 

 

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 6: SHAREHOLDERS’ EQUITY (Cont.)

 

c. Share Purchase Warrants

 

A summary of changes in share purchase warrants for the six-month period ending January 31, 2026 is presented below:

 

  

Number of

options

outstanding

  

Weighted

average

exercise

price

 
Balance, July 31, 2025   1,653,914   $58.27 
Expired   (346)   (579.97)
Granted in the January 2026 Offering   5,366,726    6.93 
Balance, January 31, 2026   7,020,294    19.00 

 

(ii) As of January 31, 2026, warrants outstanding were as follows:

 

Number of

Warrants

   Exercise Price  

Exercisable At

January 31, 2026

   Expiry Date
(*)25,978  $796.88    25,978   February 26, 2026 – April 26, 2026
(*)27,820  $928.50    27,820   December 7, 2026
16,019   $316.50    16,019   November 17, 2029
27,753   $127.50    27,753   October 2, 2029
49,333   $140.63    49,333   December 12, 2029
306,665   $52.50    306,665   April 28, 2030
1,200,000   $15.00    1,200,000   July 15, 2030
5,366,726   $6.93    5,366,726   January 15, 2031
7,020,294         7,020,294    

 

(*) Briacell Legacy Warrants – see note 1(e) and note 4(a)

 

d. Compensation Warrants

 

  (i) A summary of changes in compensation warrants for the six-month period ended January 31, 2026 is presented below:

 

  

Number of warrants

outstanding

  

Weighted average

exercise price

 
Balance, July 31, 2025   28,072    93.54 
Expired   (34)   (579.97)
Granted in the January 2026 Offering   161,001    8.39 
Balance, January 31, 2026   189,039   $20.93 

 

  (ii) As of January 31, 2026, compensation warrants outstanding were as follows:

 

Number of

Warrants

   Exercise Price  

Exercisable At

January 31, 2026

   Expiry Date
(*)113  $796.88    113   February 26, 2026
(*)164  $928.50    164   June 7, 2026
333   $348.00    333   May 17, 2029
4,108   $129.38    4,108   September 12, 2029
1,709   $182.81    1,709   October 2, 2029
2,466   $140.63    2,466   December 12, 2029
3,812   $50.00    3,812   February 5, 2030
15,333   $56.50    15,333   April 28, 2030
161,001   $8.39    161,001   January 15, 2031
189,039         189,039    

 

(*) Briacell Legacy Warrants – see note 1(e) and note 4(a)

 

 

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 6: SHAREHOLDERS’ EQUITY (Cont.)

 

e. Warrant liability continuity

 

The following table presents the summary of the changes in the fair value of the warrants:

 

   Warrants liability 
     
Balance as of August 1, 2025  $337,672 
Change in fair value during the period   (142,576)
      
Balance as of January 31, 2026  $195,096 

 

The key inputs used in the valuation of the non-public warrants as of January 31, 2026 and at July 31, 2025 were as follows:

 

   January 31, 2026    July 31, 2025 
          
Share price  $4.30    $7.50 
Exercise price  $796.88-928.50    $796.88-928.50   
Expected life (years)   0.07-0.85     0.57-1.35 
Volatility   177-355%    157-209%
Dividend yield   0%    0%
Risk free rate   3.48-3.64%    4.10%

 

The key inputs used in the valuation of the of the BriaPro Warrant Shares as of January 31, 2026 were as follows:

 

  

August 31, 2023

(Effective Date)

   January 31, 2026 
         
Share price  $0.0365   $0.0365 
Exercise price  $0.0206-0.0308   $0.0206-0.0308 
Expected life (years)   2.21-3.27   $0.07-0.85 
Volatility   100%   177-355%
Dividend yield   0%   0%
Risk free rate   4.40%   2.14-2.33%

 

 

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)