| 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 January 31, 2026 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 January
31, 2026 | |
| 50,951 | | |
| 242.91 | | |
| 3.62 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercisable as of January
31, 2026 | |
| 22,676 | | |
$ | 530.22 | | |
| 2.53 | | |
$ | - | |
| |
(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 six-month period ended January 31, 2026 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 January 31, 2026, there were $1,448,754
of total unrecognized share-based compensation costs related to stock options, restricted share units (RSUs), and performance share
units (PSUs) that are expected to be recognized over a period of up to 2.50
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 January
31, 2026 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS
Exercise price | | |
Options
outstanding
as of
January 31, 2026 | | |
Weighted average remaining contractual
term (years) | | |
Options
exercisable
as of
January 31, 2026 | | |
Weighted average remaining contractual term
(years) | | |
Expiry
Date |
| $ | 12.50 | | |
| 37,700 | | |
| 4.50 | | |
| 9,425 | | |
| 4.50 | | |
August 1, 2030 |
| $ | 60.00 | | |
| 333 | | |
| 3.95 | | |
| 333 | | |
| 3.95 | | |
January 16, 2030 |
| $ | 904.50 | | |
| 2,663 | | |
| 2.39 | | |
| 2,663 | | |
| 2.39 | | |
June 20, 2028 |
| $ | 1,074.00 | | |
| 136 | | |
| 2.08 | | |
| 136 | | |
| 2.08 | | |
February 27, 2028 |
| $ | 907.97 | | |
| 1,195 | | |
| 1.51 | | |
| 1,195 | | |
| 1.51 | | |
August 2, 2027 |
| $ | 706.50 | | |
| 206 | | |
| 1.31 | | |
| 206 | | |
| 1.31 | | |
May 20, 2027 |
| $ | 1,126.50 | | |
| 1,000 | | |
| 1.04 | | |
| 1,000 | | |
| 1.04 | | |
February 16, 2027 |
| $ | 1,270.50 | | |
| 3,160 | | |
| 0.95 | | |
| 3,160 | | |
| 0.95 | | |
January 13, 2027 |
| $ | 1,074.83 | | |
| 81 | | |
| 0.75 | | |
| 81 | | |
| 0.75 | | |
November 1, 2026 |
| $ | 636.00 | | |
| 400 | | |
| 0.22 | | |
| 400 | | |
| 0.22 | | |
April 19, 2026 |
| $ | 636.00 | | |
| 4,077 | | |
| 0.16 | | |
| 4,077 | | |
| 0.16 | | |
March 29, 2026 |
| | | | |
| 50,951 | | |
| | | |
| 22,676 | | |
| | | |
|
| d. |
As
result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of January 31, 2026: |
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS
Exercise Price | | |
Options
outstanding
as
of
January
31, 2026 | | |
Options
exercisable
as
of
January
31, 2026 | | |
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 2, 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 1, 2026 |
| $ | 0.0888 | | |
| 100,000 | | |
| 100,000 | | |
September 1, 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 | | |
|
| e. |
Restricted
Share Units |
The
following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for three-month period ended January
31, 2026:
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,
January 31, 2026 | |
| 40,000 | | |
$ | 172,000 | |
| |
(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 January 31,
2026:
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,
January 31, 2026 | |
| 165,935 | | |
$ | 713,521 | |
| |
(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 January 31, 2026, management has determined that achievement of the applicable performance conditions remains probable. Compensation
cost is recognized over the requisite service period on a graded vesting (tranche-by-tranche) basis.
During
the six-month period ended January 31, 2026, the Company achieved the performance condition related to the CFO’s PSU’s. As a result, 1,177 PSUs granted to the CFO vested and became issuable during the
period.
|
| g. |
The
total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three and six-month
period ended January 31, 2026 and 2025 is comprised as follows: |
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
Three
months ended
January 31, | | |
Six
months ended
January 31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Research, development,
and clinical trial expenses | |
$ | 79,016 | | |
| 50,839 | | |
$ | 162,447 | | |
| 83,557 | |
| General
and administrative expenses | |
| 206,840 | | |
| 234,254 | | |
| 418,095 | | |
| 468,507 | |
| Total
share-based compensation | |
$ | 285,856 | | |
| 285,093 | | |
$ | 580,542 | | |
| 552,064 | |
|