| 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” “BCTXZ”, and “BCTXL”. |
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b. |
BriaCell
is a clinical-stage biotechnology company that is developing novel immunotherapies to transform cancer care. The Company is currently
advancing its Bria-IMT™ targeted immunotherapy in combination with an immune check point inhibitor (Retifanlimab) in a pivotal1
Phase 3 study in metastatic breast cancer. Bria-IMT™ is currently under Fast Track Designation by the U.S. Food and Drug Administration
(the “FDA”) intended to accelerate the review process of novel treatments that address unmet medical needs. Positive completion
of the pivotal study, following review by FDA, could lead to full approval of the Bria-IMT™ immune checkpoint inhibitor combination
in metastatic breast cancer. BriaCell Phase 1/2 Study of Bria-OTS™, BriaCell’s personalized off-the-shelf immunotherapy, also
known as Bria-BRES™, in metastatic breast cancer is ongoing BriaCell is currently developing Bria-OTS™ and its advanced form,
Bria-OTS+™, as a platform technology for personalized off-the-shelf immunotherapies for numerous types of cancer. The Company announced
BriaCell had received positive feedback from its Pre-Investigational New Drug Application (Pre-IND) meeting with FDA for Bria-PROS+™
for prostate cancer.
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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
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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 January 31, 2026 was $127,174,949 and negative cash flows from operating activities during the six-month period ended
January 31, 2026 was $15,672,094. 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 and, in January 2026, completed a public offering generating approximately $30.0 million in
gross proceeds. 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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