SUBSEQUENT EVENTS

6 Months Ended

Jan. 31, 2026

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10: SUBSEQUENT EVENTS

(i)

On February 1, 2026, the Company granted an aggregate of 291,000 stock options to directors, executive officers, employees and scientific advisory board members under the Omnibus Plan. The stock options have an exercise price of US$5.59, vest in equal quarterly installments beginning May 1, 2026, and expire on February 1, 2031.

(ii)

On February 18, 2026, the Company and BriaPro, announced that they have entered into a definitive purchase agreement (the “Purchase Agreement”) pursuant to which BriaPro has agreed to purchase BriaCell’s exclusive license to develop and commercialize Soluble CD80 (“sCD80”) as a biologic agent for the treatment of cancer and other associated assets (the “Transaction”).

Under the terms of the Purchase Agreement, BriaPro gains the worldwide rights to develop and commercialize sCD80 as a therapeutic agent for the treatment of cancer, while UMBC holds all rights, title and interest in the inventions and the patent, except for certain rights retained by the United States Government. BriaPro will pay 2% royalties to UMBC upon the commercialization of the product plus other development costs.

As part of the Transaction, BriaCell will make available to BriaPro up to $3 million to fund research and development efforts (the “Credit Facility”). Each drawdown under the Credit Facility will be subject to BriaCell’s approval regarding the use of funds.

As consideration for the transfer of the exclusive license and the Credit Facility, BriaPro will issue to BriaCell 23,972,589 Common Shares at an aggregate value of approximately C$1.18M, increasing BriaCell’s interest in BriaPro to approximately 78% post-transaction. The Transaction is expected to close by the end of March 2026, subject to certain conditions including (i) approval of the disinterested shareholders of BriaPro, and (ii) receipt of a third-party valuation confirming that the Transaction is occurring at fair market value.

In accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the resolution approving the Purchase Agreement must be approved by a simple majority of votes cast by shareholders, present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast by any “interested party” (as defined in MI 61-101). As a 10% shareholder with an interest in the Transaction, BriaCell's shareholdings in BriaPro will be excluded from voting.

On March 5, 2026, the disinterested shareholders of BriaPro approved the Transaction.