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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40101

BRIACELL THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

47-1099599

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

235 15^th Street, Suite 300, West Vancouver, BC, V7T 2X1

(Address of Principal Executive Offices, including zip code)

604-921-1810

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common shares, no par value	BCTX	The Nasdaq Stock Market LLC

Warrants to purchase common shares, no par value	BCTXW	The Nasdaq Stock Market LLC

Warrants to purchase common shares, no par value	BCTXZ	The Nasdaq Stock Market LLC

Warrants to purchase common shares, no par value	BCTXL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	☐ Large accelerated filer	☐Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of June 9, 2026, 8,699,787 common shares, no par value per share, of the Company were issued and outstanding.

BRIACELL THERAPEUTICS CORP.

Form 10-Q

Table of Contents

		Page
Part I. Financial Information		3

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of April 30, 2026 (unaudited) and July 31, 2025 (audited)	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months ended April 30, 2026 and 2025	4
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months ended April 30, 2026 and 2025	5
	Unaudited Condensed Consolidated Statement of Cash Flows for the Nine Months ended April 30, 2026 and 2025	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	28
Item 4.	Controls and Procedures	29

Part II. Other Information		30

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30

Part III. Signatures		31

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	April 30, 2026			July 31, 2025
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	6,880,221		$	10,493,808
Short-term investments		15,924,204			7,372,473
Amounts receivable and prepaid expenses		2,588,749			2,060,295
Total current assets		25,393,174			19,926,576

NON-CURRENT ASSETS:
Equity investment in BC Therapeutics		750,982			524,278
Intangible assets, net		173,072			184,525
Property and equipment, net		348,997			296,819
Long term prepaid expenses		405,085			717,508
Total non-current assets		1,678,136			1,723,130

Total assets	$	27,071,310		$	21,649,706

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Trade payables	$	2,174,437		$	3,283,703
Accrued expenses and other payables		1,416,059			694,285
Total current liabilities		3,590,496			3,977,988

NON-CURRENT LIABILITIES:
Warrant liability		71,854			337,672
Total non-current liabilities	$	71,854		$	337,672

CONTINGENT LIABILITIES AND COMMITMENTS		-			-
SHAREHOLDERS’ EQUITY:
Share Capital of no par value – Authorized: unlimited at April 30, 2026 and July 31, 2025; Issued and outstanding: 7,250,487 shares at April 30, 2026 and 1,883,906 July 31, 2025, respectively		117,117,225			101,739,923
Share-based payment reserved		11,202,809			10,316,140
Warrant reserve		30,216,165			17,719,026
Accumulated other comprehensive loss		(138,684	)		(138,684	)
Non-controlling interest		(649,099	)		(546,795	)
Accumulated deficit		(134,339,456	)		(111,755,564	)
Total shareholders’ equity		23,408,960			17,334,046

Total liabilities and shareholders’ equity	$	27,071,310		$	21,649,706

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	Three months ended April 30,						Nine months ended April 30,
	2026			2025			2026			2025
Operating Expenses:
Research, development, and clinical trial expenses, net	$	5,966,673		$	4,810,196		$	18,704,005		$	14,160,314
General and administrative expenses		1,654,121			1,518,059			4,770,998			4,490,216
Total operating expenses		7,620,794			6,328,255			23,475,003			18,650,530

Operating loss		(7,620,794	)		(6,328,255	)		(23,475,003	)		(18,650,530	)
Financial (income) expenses, net		186,970			(9,762	)		430,205			69,310
Change in fair value of the warrant liability		123,242			175,826			265,818			366,024
Unrealized gain on investment		137,830			-			137,830			-
Share of loss on equity investment		(64,303	)		(62,738	)		(171,126	)		(176,837	)
Net loss for the period	$	(7,237,055	)	$	(6,224,929	)	$	(22,812,276	)		(18,392,033	)
Net loss attributable to non-controlling interest		(72,548	)		(98,027	)		(228,384	)		(171,536	)
Net loss and Comprehensive loss for the period attributable to BriaCell		(7,164,507	)		(6,126,902	)		(22,583,892	)		(18,220,497	)
Net loss per share attributable to BriaCell – basic and diluted	$	(0.99	)	$	(16.42	)	$	(5.73	)	$	(67.08	)
Weighted average number of shares used in computing net basic earnings per share of common stock		7,250,487			373,067			3,942,959			271,639
Weighted average number of shares used in computing net diluted earnings per share of common stock		7,250,487			373,067			3,942,959			271,639

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2026

	Number		Amount		capital			reserve		loss			deficit			Interest			equity
	Share capital				Additional paid in			Warrant		Accumulated other comprehensive			Accumulated			Non- Controlling			Total shareholders’
	Number		Amount		capital			reserve		loss			deficit			Interest			equity
Balance, January 31, 2026		7,250,487	$	117,117,225	$	10,896,682		$	30,216,165	$	(138,684	)	$	(127,174,949	)	$	(702,631	)	$	30,213,808
Issuance of Options, RSU and PSU		-		-		432,207			-		-			-			-			432,207
Change in ownership of BriaPro		-		-		(126,080	)		-		-			-			126,080			-
Net loss for the period		-		-		-			-		-			(7,164,507	)		(72,548	)		(7,237,055	)
Balance, April 30, 2026		7,250,487	$	117,117,225	$	11,202,809		$	30,216,165	$	(138,684	)	$	(134,339,456	)	$	(649,099	)	$	23,408,960

	Share capital				Additional paid in			Warrant		Accumulated other comprehensive			Accumulated			Non- Controlling			Total shareholders’
	Number		Amount		capital			reserve		loss			deficit			Interest			equity
Balance, July 31, 2025		1,883,906	$	101,739,923	$	10,316,140		$	17,719,026	$	(138,684	)	$	(111,755,564	)	$	(546,795	)	$	17,334,046
Issuance of Options, RSU and PSU		-		-		1,012,749			-		-			-			-			1,012,749
Exercise of prefunded warrants		1,039,051		-		-			-		-			-			-			-
Issuance of units, net		4,327,530		15,377,302		-			12,497,139		-			-			-			27,874,441
Change in ownership of BriaPro		-		-		(126,080	)		-		-			-			126,080			-
Net loss for the period		-		-		-			-		-			(22,583,892	)		(228,384	)		(22,812,276	)
Balance, April 30, 2026		7,250,487	$	117,117,225	$	11,202,809		$	30,216,165	$	(138,684	)	$	(134,339,456	)	$	(649,099	)	$	23,408,960

	Share capital				Additional paid in		Warrant		Accumulated other comprehensive			Accumulated			Non- Controlling			Total shareholders’
	Number		Amount		capital		reserve		loss			deficit			Interest			equity
Balance, January 31, 2025		294,699	$	85,451,119	$	10,091,325	$	5,736,454	$	(138,684	)	$	(97,537,292	)	$	(376,031	)	$	3,226,891
Issuance of Options		-		-		224,815		-		-			-			-			224,815
Exercise of prefunded warrants		44,268		-		-		-		-			-			-			-
Issuance of units		316,845		8,571,406		-		6,142,970		-			-			-			14,714,376
Net loss for the period		-		-		-		-		-			(6,126,902	)		(98,027	)		(6,224,929	)
Balance, April 30, 2025		655,812	$	94,022,525	$	10,316,140	$	11,879,424	$	(138,684	)	$	(103,664,194	)	$	(474,058	)	$	11,941,153

	Share capital				Additional paid in		Warrant			Accumulated other comprehensive			Accumulated			Non- Controlling			Total shareholders’
	Number		Amount		capital		reserve			loss			deficit			Interest			equity
Balance, July 31, 2024		121,907	$	72,166,414	$	9,189,261	$	1,844,296		$	(138,684	)	$	(85,443,697	)	$	(302,522	)	$	(2,684,932	)

Issuance of Options		-		-		1,126,879		-			-			-			-			1,126,879
Exercise of prefunded warrants		44,934		-		-		-			-			-			-			-
Exercise of broker warrants		6,437		1,239,367		-		(418,352	)											821,015
Issuance of units		482,534		20,616,744		-		10,453,480			-			-			-			31,070,224
Net loss for the period		-		-		-		-			-			(18,220,497	)		(171,536	)		(18,392,033	)
Balance, April 30, 2025		655,812	$	94,022,525	$	10,316,140	$	11,879,424		$	(138,684	)	$	(103,664,194	)	$	(474,058	)	$	11,941,153

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	2026			2025
	Nine months ended April 30,
	2026			2025
Cash flows from operating activities
Net loss for the period	$	(22,812,276	)	$	(18,392,033	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		11,453			11,453
Financial income, net		(143,204	)		-
Depreciation		74,871			68,517
Share-based compensation		1,012,749			776,879
Share of loss on equity investment		171,126			176,837
Change in fair value of warrants		(265,818	)		(366,024	)
Unrealized gain on investment		(137,830	)		-
Changes in working capital:
Increase (decrease) in amounts receivable and prepaid expenses		(216,031	)		466,820
Decrease in accounts payable		(1,109,266	)		(3,891,577	)
Increase in accrued expenses and other payables		721,774			1,111,053
Total cash flow from operating activities		(22,692,452	)		(20,038,075	)

Cash flows from Investing activities
Purchase of equipment		(127,049	)		-
Purchase of short-term investments		(15,781,000	)		-
Proceeds from short-term investments		7,372,473			-
Equity investment in BC Therapeutics		(260,000	)		(255,000	)
Total cash flow from investing activities		(8,795,576	)		(255,000	)

Cash flows from financing activities
Proceeds from exercise of warrants		-			821,015
Proceeds from the issuance of shares, net of issuance costs		27,874,441			31,070,224
Total cash flow from financing activities		27,874,441			31,891,239

Increase (decrease) in cash and cash equivalents		(3,613,587	)		11,598,164
Cash and cash equivalents at beginning of the period		10,493,808			862,089
Cash and cash equivalents at end of the period	$	6,880,221		$	12,460,253

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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 1: GENERAL AND GOING CONCERN

	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”.

	b.	BriaCell Therapeutics Corp. (“Briacell” or the “Company”) is a clinical-stage biotechnology company that is developing novel immunotherapies to transform cancer care. Immunotherapies have come to the forefront in the fight against cancer as they harness the body’s own immune system to recognize and destroy cancer cells. The Company is currently advancing its Bria-IMT™ targeted immunotherapy in combination with an immune check point inhibitor (Retifanlimab) in a pivotal 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. A completed Bria-IMT™ Phase 2 combination study with retifanlimab (an anti-PD1 antibody manufactured by Incyte) confirmed tolerability and early efficacy. BriaCell reported benchmark-beating patient survival and clinical benefit in metastatic breast cancer with a median overall survival of 13.4 months in BriaCell’s metastatic breast cancer patients vs. 6.7-9.8 months for similar patients reported in the literature in its Phase 2 study of Bria-IMT™ combination study with retifanlimab at the 2025 American Society of Clinical Oncology (ASCO) meeting. BriaCell is also developing personalized off-the-shelf immunotherapies, Bria-OTS™ and Bria-OTS+™, which provides a platform technology to develop personalized off-the-shelf immunotherapies for numerous types of cancer including breast cancer, prostate cancer, lung cancer, and melanoma. BriaCell has an ongoing Phase 1/2 Study of Bria-OTS™, also known as Bria-BRES™, in metastatic breast cancer. BriaCell also has an open Investigational New Drug application (IND) for the clinical evaluation of Bria-BRES+™, the first of the Bria-OTS+™ enhanced personalized off-the-shelf immunotherapies approved for clinical evaluation in patients with advanced metastatic breast cancer. BriaCell also has completed manufacturing of the Bria-PROS+™ cell line for prostate cancer.

	c.	Basis of presentation of the financial statements:

		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.

		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.

	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 April 30, 2026 was $134,339,456 and negative cash flows from operating activities during the nine-month period ended April 30, 2026 was $22,692,452. 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 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.

	e.	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 two Canadian subsidiaries (i) 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 1(f) below. (Sapientia and BTC and BriaPro together, the “Subsidiaries”), and (ii) Briacell Therapeutics AU Pty Ltd, a wholly owned subsidiary in Australia, established on January 28, 2026, which is currently inactive.

	f.	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 the University of Maryland, Baltimore County (“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 issued to BriaCell 23,972,589 common shares, increasing BriaCell’s interest in BriaPro to approximately 78% post-transaction. On March 5, 2026, the disinterested shareholders of BriaPro approved the Transaction and the Transaction closed on March 31, 2026.

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 2: SIGNIFICANT ACCOUNTING POLICIES

a. Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.

Significant estimates include the determination of the fair value of warrant liabilities, which are measured using valuation models that require assumptions such as share price volatility, expected term, and risk-free interest rates. Changes in these inputs could materially impact the valuation of the warrant liability and the amounts recognized in the condensed consolidated financial statements.

b. Prepaid expenses

The Company has prepaid certain expenses in respect of its pivotal phase III trial and estimates the period over which such expenses will be incurred. Amounts estimated to be expenses in more than 12 months have been classified to long-term prepaid expenses.

c. The useful life of property and equipment

Property and equipment are depreciated over their useful lives. Useful lives are based on management’s estimates of the period that the assets will be used which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the amounts charged to the consolidated statement of operations and comprehensive loss in specific periods.

d. Investment equity method:

Investments in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using the equity method, with the Company’s share of losses reported in the loss from equity method investments on the statements of operation and comprehensive loss. The Company has a 69% interest in BC Therapeutics. Management evaluates whether it has control over the investee in accordance with the guidance of ASC 810, which requires judgment to assess factors such as power over significant activities of the investee, exposure to variable returns, and the ability to affect those returns. Based on this evaluation, management determines whether control or significant influence is present for accounting purposes.

e. Segment reporting:

		The Company manages its business activities on a consolidated basis and operates as one reportable segment. The Company’s operations are focused on the research and development of its immunotherapy product candidates and related supporting activities. The Chief Executive Officer is identified as the Company’s Chief Operating Decision Maker (“CODM”).

		The accounting policies of the segment are the same as those used in the condensed consolidated financial statements. The CODM evaluates the Company’s performance and allocates resources using consolidated financial information, including net loss and cash flow forecasts. The Company’s significant expenses, which consist primarily of research and development and general and administrative expenses, are consistent with the captions presented on the consolidated statements of operations and comprehensive loss.

f. Share-based compensation:

		The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation – Stock Compensation”, which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service.

		The Company has selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The Company recognizes forfeitures of equity-based awards as they occur. Restricted share units use the share price on the grant date to determine the fair value of the restricted share unit award.

		For performance-based stock units (“PSUs”) that do not contain market conditions, the Company measures the grant-date fair value using the closing price of the common stock on the date of grant. Compensation cost for these awards is recognized over the requisite service period based on the number of awards that are expected to vest. Management evaluates the probability of achieving the applicable performance conditions each reporting period and adjusts the expense recognition accordingly.

		As of the date of this report, the Company has issued stock options, RSUs, and PSUs that do not contain market conditions.

g. Recently issued and adopted accounting standards:

As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. The pronouncements below relate to standards that impact the Company.

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 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)

	1.	In January 2025, the FASB issued ASU 2025-01 - Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This standard amends the guidance issued in 2024 to confirm that all public business entities must present the required expense-disaggregation disclosures in annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. The ASU is effective for years beginning after those dates, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. Because the amendment only affects disclosure timing, the Company does not expect this standard to have a material impact on its financial statements and disclosures.

	2.	In June 2025, the FASB issued ASU 2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a Variable-Interest Entity. This standard clarifies that when a business combination is effected primarily by exchanging equity interests and the legal acquiree is a variable-interest entity (“VIE”) that meets the definition of a business, entities must identify the accounting acquirer using the factors in ASC 805-10-55-12 through 55-15, rather than relying solely on the VIE consolidation model. The ASU is effective for years beginning after December 15, 2026, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures.

NOTE 3: INVESTMENT IN BC THERAPEUTICS INC.

		On December 21, 2021, the Company and BC Therapeutics, Inc. (“BC Therapeutics” or “the Investee”) entered a share purchase agreement (“SPA”), pursuant to which the Company initially provided a loan of $300,000 to BC Therapeutics, with no interest to be paid. Subsequently, in accordance with the SPA, this loan was converted into an equity investment in BC Therapeutics at a rate of $1.25 per share, resulting in a 37.5% ownership interest (“Initial Investment”).

		Pursuant to the SPA (“Initial Investment”), Briacell also received two options to invest an additional $225,000 per option at $1.25 per BC Therapeutics share (“BC Therapeutic Options”) through to June 30, 2024. In accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued at $76,350 in accordance with the Black Scholes Option Price Model, using the following assumptions: Share price: $1.25, Exercise price: $1.25, Dividend yield: 0%, Risk free interest rate: 4.902%, Volatility: 100%, and expected lives ranging from 0.16 years to 0.53 years.

		Following the Initial Investment, the Company and BC Therapeutics signed three amendments, each time, extending the BC Therapeutic Options expiry date and increasing the amount of capital that the Company can invest at the same price per share of $1.25. BC Therapeutic Options now expire on June 2027. The most recent BC Therapeutic Option received was valued at $193,829 in accordance with the Black Scholes Option Price Model, using the following assumptions: Share price: $1.25, Exercise price: $1.25, Dividend yield: 0%, Risk free interest rate: 3.527%, Volatility: 100% and expiry date: 1.41 years. This amount has been included in the Company’s investment with a corresponding credit to unrealized gain on investment in the condensed consolidated statements of operations and comprehensive loss. During the nine-month period ended April 30, 2026, the Company exercised the BC Therapeutic Options totaling $260,000 and received 208,000 shares. At each exercise date, the portion of the BC Therapeutic Options being exercised was revalued using the Black-Scholes Option Price Model and the change in fair value was recorded in the condensed consolidated statements of operations and comprehensive loss. On April 30, 2026, the Company revalued the remaining balance of the BC Therapeutic Options in accordance with the Black Scholes Option Price Model, using the following assumptions: Share price: $1.25, Exercise price: $1.25, Dividend yield: 0%, Risk free interest rate: 3.885%, Volatility: 100% and expiry date: 1.17 years. The change in fair value was recorded in the condensed consolidated statements of operations and comprehensive loss. BC Therapeutics has a board of four representatives, with two representatives appointed by BriaCell and two representatives appointed by the existing shareholders. All significant decisions related to BC Therapeutics require the approval of at least a majority of the board members.

		As of April 30, 2026, the Company holds 892,000 of the 1,292,000 issued and outstanding shares in BC Therapeutics, representing a 69.04% ownership interest. In addition, 288,000 shares remain available for purchase under the Third BC Therapeutics Option at an exercise price of $1.25 per share; these options expire on June 30, 2027.

		In accordance with ASC 810, the Company continues to account for the investment under the equity method of accounting as the Company does not exercise control over BC Therapeutics.

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 3: INVESTMENT IN BC THERAPEUTICS INC. (Cont.)

Changes in the Company’s equity investment in BC Therapeutics is summarized as follows:

SCHEDULE OF CHANGES IN INVESTMENT

Balance – August 1, 2024	$	418,490
Funding (including the value of the BC Therapeutics Options)		330,000
Share of losses		(224,212	)
Balance – July 31, 2025		524,278
Exercise of BC Therapeutic Options during the period (funding)		260,000
Fair value of BC Therapeutics Options on February 1, 2026		193,829
Change in fair value during the period		(55,999	)
Share of losses		(171,126	)
Balance – April 30, 2026	$	750,982

The following amounts represent the Company’s 69% share of the assets of BC Therapeutics (July 31, 2025 – 63.1%):

As of

April 30, 2026

Current assets: Cash

2,117

Net assets

2,117

NOTE 4: CONTINGENT LIABILITIES AND COMMITMENTS

	a.	BriaPro Warrants

		Upon the exercise of certain BriaCell warrants that were outstanding at the time of the Amalgamation Agreement with BriaPro (“Briacell Legacy Warrants”), BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount based on an agreed formula. As of April 30, 2026, this amount totaled of up to $133,320 and is eliminated on consolidation. Pursuant to the Amalgamation Agreement, each BriaCell warrant in issuance at the time of the Amalgamation (“Briacell Legacy Warrant”) shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof, one BriaCell Share (and post Reverse Splits, as defined below– 150 Briacell Shares) and one BriaPro Share for the original exercise price. Warrants issued by the Company, subsequent to the Arrangement are not subject to the terms above. Upon the exercise of 150 BriaCell Legacy Warrants (post Reverse Splits), BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount for each one (1) BriaPro Share so issued that is equal to the exercise price under the 150 BriaCell Legacy Warrants multiplied by the fair market value of one (1) BriaPro Share at the Effective Date divided by the total fair market value of one (1) BriaCell Share and one (1) BriaPro Share at the Effective Date (“BriaPro Warrant Shares”). On a Reverse Split basis, as of April 30, 2026, 27,984 Briacell Legacy Warrants are exercisable into 27,984 Briacell Shares and 4,197,831 BriaPro Shares.

	b.	Lease

		The Company has a month-to-month commitment for office and lab space in Philadelphia, PA, costing approximately $43,500 per month.

NOTE 5: FAIR VALUE MEASUREMENTS

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of April 30, 2026 and July 31, 2025:

	Fair Value Measurements at
	April 30, 2026						July 31, 2025
	Level 1		Level 2		Total		Level 1		Level 2		Total
Financial Assets:
Cash and cash equivalents		6,880,221		-		6,880,221		10,493,808		-		10,493,808
Short-term investments		15,924,204		-		15,924,204		7,372,473		-		7,372,473
Total assets measured at fair value	$	22,804,425	$	-	$	22,804,425	$	17,866,281	$	-	$	17,866,281

Financial liabilities:
Warrants liability		-		71,854		71,854		151,586		186,086		337,672

Total liabilities measured at fair value	$	-	$	71,854	$	71,854	$	151,586	$	186,086	$	337,672

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 5: FAIR VALUE MEASUREMENTS (Cont.)

The Company classifies cash and cash equivalents and the liability in respect of publicly traded warrants within Level 1 because we use quoted market prices in active markets.

As of April 30, 2026 and July 31, 2025, the Company held Level 1 short-term investments measured using quoted prices in active markets. As of April 30, 2026, the Company’s short-term investments had coupon rates ranging from 1.13% to 5.59%. As of July 31, 2025, the Company’s short-term investments had coupon rates ranging from 3.00% to 5.51%.

The fair value of the warrant liability for non-public warrants is measured using inputs other than quoted prices included in Level 1 that are observable for the liability either directly or indirectly, and thus are classified as Level 2 financial instruments.

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.

		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 nine-month period ended April 30, 2026:

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. 4,327,530 common shares and 1,039,196 Pre-Funded Warrants were issued. 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 aggregate exercise price of the Pre-Funded Warrants, except for a nominal exercise price of $0.001 per share, was pre-funded to the Company and, consequently, no additional consideration (other than the nominal exercise price of $0.001 per share) shall be required to be paid by the holder to affect any exercise of the Pre-Funded Warrants. The fair value of the Pre-Funded Warrants was based on the Company’s share price as at the corresponding valuation date. 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.

Between January 15, 2026 and January 21, 2026, the 1,039,196 Pre-Funded Warrants were exercised on a cashless basis into 1,039,051 common shares.

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 nine-month period ending April 30, 2026 is presented below:

SUMMARY OF CHANGES IN WARRANTS

	Number of warrants outstanding			Weighted average exercise price
Balance, July 31, 2025		1,653,914		$	58.27
Expired		(26,324	)		794.29
Granted in the January 2026 Offering		5,366,726			6.93
Balance, April 30, 2026		6,994,316			16.11

(ii)	As of April 30, 2026, warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Number of Warrants		Exercise Price		Exercisable At April 30, 2026		Expiry Date
	(*)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
	6,994,316				6,994,316

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

d. Compensation Warrants

(i)

A summary of changes in compensation warrants for the nine-month period ended April 30, 2026 is presented below:

SUMMARY OF CHANGES IN WARRANTS

	Number of warrants outstanding			Weighted average exercise price
Balance, July 31, 2025		28,072			93.54
Expired		(147	)		751.22
Granted in the January 2026 Offering		161,001			8.39
Balance, April 30, 2026		188,926		$	20.46

(ii)

As of April 30, 2026, compensation warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Number of Warrants		Exercise Price		Exercisable At April 30, 2026		Expiry Date
	(*)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
	188,926				188,926

(*)	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		(265,818	)
Balance as of April 30, 2026	$	71,854

The key inputs used in the valuation of the non-public warrants as of April 30, 2026 and at July 31, 2025 were as follows:

	April 30, 2026			July 31, 2025

Share price	$	4.18		$	7.50
Exercise price	$	796.88-928.50		$	796.88-928.50
Expected life (years)		0.10-0.60			0.57-1.35
Volatility		67-146	%		157-209	%
Dividend yield		0	%		0	%
Risk free rate		3.67-3.69	%		4.10	%

The key inputs used in the valuation of the of the BriaPro Warrant Shares as of April 30, 2026 were as follows:

SCHEDULE OF BRIA PRO WARRANTS

	August 31, 2023 (Effective Date)			April 30, 2026

Share price	$	0.0365		$	0.0365
Exercise price	$	0.0206-0.0308		$	0.0318
Expected life (years)		2.21-3.27		$	0.10-0.60
Volatility		100	%		67-146	%
Dividend yield		0	%		0	%
Risk free rate		4.40	%		2.28-2.42	%

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

	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 nine-month period ended April 30, 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)		328,700			6.38		4.70		-
Expired		(4,477	)		636
Balance as of April 30, 2026		337,474			33.06		4.61		-

Exercisable as of April 30, 2026		22,912		$	403.06		3.15	$	-

(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 nine-month period ended April 30, 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.

On February 1, 2026, the Company granted 291,000 stock options to employees and members of the scientific advisory board at an exercise price of $5.59 per share. All options vest in equal quarterly installments over two years, with the first vesting date on May 1, 2026. The options expire on February 1, 2031. The grant-date fair value of the award was $1,031,192. The fair value of options granted was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected volatility of 123%, expected term of 5.0 years, risk-free interest rate of 3.79%, dividend yield of 0%, and a stock price of $4.30 on the grant date.

As of April 30, 2026, there were $2,069,605 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 2.25 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.)

d.	The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of April 30, 2026

Exercise price		Options outstanding as of April 30, 2026		Weighted average remaining contractual term (years)		Options exercisable as of April 30, 2026		Weighted average remaining contractual term (years)		Expiry Date
$	5.59		291,000		4.75		-		4.75	February 1, 2031
$	12.50		37,700		4.25		14,138		4.25	August 1, 2030
$	60.00		333		3.70		333		3.70	January 16, 2030
$	904.50		2,663		2.14		2,663		2.14	June 20, 2028
$	1,074.00		136		1.83		136		1.83	February 27, 2028
$	907.97		1,195		1.26		1,195		1.26	August 2, 2027
$	706.50		206		1.06		206		1.06	May 20, 2027
$	1,126.50		1,000		0.79		1,000		0.79	February 16, 2027
$	1,270.50		3,160		0.75		3,160		0.75	January 13, 2027
$	1,074.83		81		0.50		81		0.50	November 1, 2026
			337,474				22,912

e.	As result of the Arrangement, 1,269,400 BriaPro Options were issued and are outstanding as of April 30, 2026:

Exercise Price		Options outstanding as of April 30, 2026		Options exercisable as of April 30, 2026		Expiry Date

$	0.0933		400,000		400,000	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		474,700		474,700	January 13, 2027
$	0.1165		12,600		12,600	November 1, 2026
			1,269,400		1,269,400

f.	Restricted Share Units

The following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for nine-month period ended April 30, 2026:

	Number of
	RSU’s		Aggregate
	outstanding		intrinsic value
Balance, July 31, 2025		-	$	-
Granted (i)		40,000		376,000
Balance, April 30, 2026		40,000	$	167,200

(i)

On September 24, 2025, the Company granted 40,000 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 $376,000.

The following table summarizes the number of BriaPro RSU’s granted to directors under the Omnibus Plan for the nine-month period ended April 30, 2026:

	Number of
	RSU’s		Aggregate
	outstanding		intrinsic value
Balance, July 31, 2025		19,200	$	700
Granted (i)		7,189,000		262,399
Balance, April 30, 2026		7,208,200	$	263,099

(i)

On April 1, 2026, BriaPro granted 7,189,000 RSUs to directors under the Omnibus Plan. These RSUs vest in full on April 1, 2027. The grant-date fair value of these RSUs was $262,399, based on a grant-date fair value of $0.0365 per RSU.

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.)

g. Performance Share Units

The following table summarizes the number of PSU’s granted under the Omnibus Plan for nine-month period ended April 30, 2026:

	Number of
	PSU’s		Aggregate
	outstanding		intrinsic value
Balance, July 31, 2025		-	$	-
Granted (i)		165,935		1,434,513
Balance, April 30, 2026		165,935	$	693,608

(i)

On August 1, 2025, the Company granted 65,935 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 April 30, 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 nine-month period ended April 30, 2026, the Company achieved the performance condition related to the CFO’s PSU’s. As a result 3,532 PSUs granted to the CFO vested and became issuable during the period.

h.	The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three and nine-month period ended April 30, 2026 and 2025 is comprised as follows:

	2026		2025		2026		2025
	Three months ended April 30,				Nine months ended April 30,
	2026		2025		2026		2025
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Research, development, and clinical trial expenses	$	175,999		36,493	$	338,446		120,050
General and administrative expenses		256,208		188,322		674,303		656,829
Total share-based compensation	$	432,207		224,815	$	1,012,749		776,879

NOTE 8: FINANCIAL INCOME, NET

SCHEDULE OF FINANCIAL INCOME, NET

	2026			2025			2026			2025
	Three months ended April 30,						Nine months ended April 30,
	2026			2025			2026			2025
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Interest income	$	219,220			26,632		$	462,827			86,514
Interest expense		(29,631	)		(36,979	)		(29,631	)		(36,979	)
Foreign exchange gain (loss)		(2,619	)		585			(2,991	)		19,775
Financial income, net	$	186,970		$	(9,762	)	$	430,205		$	69,310

NOTE 9: RESEARCH, DEVELOPMENT, AND CLINICAL TRIAL EXPENSES, NET

(i)

On August 25, 2025, the Company announced that it had been awarded a $2.0 million Small Business Innovation Research (SBIR) grant from the National Cancer Institute (“NCI”) to support the advancement of Bria-PROS+™ for the treatment of prostate cancer. The grant provides non-dilutive funding intended to support manufacturing activities and planned clinical evaluation of the program.

The grant reimburses certain qualifying research and development expenditures incurred by the Company in connection with the program. In accordance with the Company’s accounting policy for government assistance, amounts received under the grant are recognized as a reduction of research and development expenses in the period in which the related costs are incurred.

During the three and nine months ended April 30, 2026, the Company received $110,205 and $936,363, respectively, under the SBIR grant and recorded this amount as a reduction of research and development expenses in the condensed consolidated statements of operations.

As of April 30, 2026, the Company may receive up to an additional $1.1 million under the grant, subject to the achievement of certain research objectives and compliance with the grant terms.

NOTE 10: SUBSEQUENT EVENT

The Company evaluated the possibility of subsequent events existing in the Company’s unaudited condensed consolidated financial statements through June 9, 2026, the date that the condensed consolidated financial statements were available for issuance. The Company is not aware of any subsequent events which would require recognition or disclosure in the consolidated financial statements, except as follows:

On June 2, 2026, the Company closed a public offering for the purchase and sale of 1,449,300 common shares of the Company for aggregate gross proceeds of approximately $4.7 million before deducting placement agent fees and other offering expenses (the “June 2026 Offering”). Each common share was sold at a public offering price of $3.25 per share. In addition, the Company issued 72,465 agent warrants. The agent warrants are immediately exercisable for a period of five years from the closing date at an exercise price of $4.06.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to BriaCell Therapeutics Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Introduction

This Management’s Discussion and Analysis (“MD&A”) should be read together with other information, including our unaudited condensed interim consolidated financial statements and the related notes to those statements included in Part I, Item 1 of this Quarterly Report (the “Condensed Consolidated Financial Statements”), our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended July 31, 2025 (the “Annual Report”) and Part I, Item 1A, Risk Factors, of the Annual Report. This MD&A provides additional information on our business, recent developments, financial condition, cash flows and results of operations, and is organized as follows:

	●	Part 1 - Business Overview. This section provides a general description of our business, which we believe is important in understanding the results of our operations, financial condition, and potential future trends.

	●	Part 2 - Results of Operations. This section provides an analysis of our results of operations for the nine months and third quarter of fiscal 2026 in comparison to the nine months and third quarter of fiscal 2025.

	●	Part 3 - Financial Liquidity and Capital Resources. This section provides an analysis of our cash flows and outstanding debt and commitments. Included in this analysis is a discussion of the amount of financial capacity available to fund our ongoing operations and future commitments.

We prepare and report our unaudited Condensed Consolidated Financial Statements in accordance with U.S. GAAP. Our unaudited Condensed Consolidated Financial Statements, and the financial information contained herein, are reported in U.S. Dollars.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

BriaCell Therapeutics Corp. (“Briacell” or the “Company”) is a clinical-stage biotechnology company that is developing novel immunotherapies to transform cancer care. Immunotherapies have come to the forefront in the fight against cancer as they harness the body’s own immune system to recognize and destroy cancer cells. The Company is currently advancing its Bria-IMT™ targeted immunotherapy in combination with an immune check point inhibitor (Retifanlimab) in a pivotal Phase 3 study in metastatic breast cancer (listed on ClinicalTrials.gov as NCT06072612). 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 has reported benchmark-beating patient survival and clinical benefit in metastatic breast cancer with median overall survival of 13.4 months in BriaCell’s metastatic breast cancer patients vs. 6.7-9.8 months for similar patients reported in the literature in its Phase 2 study of Bria-IMT™ combination study with retifanlimab. Additionally, BriaCell reported median overall survival of 16.5 months in Phase 2 Bria-IMT™ study patients treated in combination with immune checkpoint inhibitor in patients treated with the Phase 3 formulation since 2022 (post-COVID). A completed Bria-IMT™ Phase 1/2 combination study with retifanlimab (an anti-PD1 antibody manufactured by Incyte) confirmed tolerability and early-stage efficacy (listed on ClinicalTrials.gov as NCT03328026).

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 (listed on ClinicalTrials.gov as NCT06471673). The first patient treated with 4 inoculations of cells (single agent) demonstrated complete resolution of a lung metastasis.

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.

Recent Developments

During the period from August 1, 2025 through to the date of this report, we announced a number of corporate, financing and R&D developments. On August 21, 2025, our board approved a consolidation of the Company’s issued and outstanding common shares on the basis of one post-consolidation common share for every ten pre-consolidation common shares, primarily to help ensure continued compliance with Nasdaq Capital Market listing requirements. The consolidation became effective on August 25, 2025, with the post-consolidation common shares commencing trading on the Toronto Stock Exchange and Nasdaq on that date.

Throughout this time period, there were several important updates on the ongoing pivotal Phase 3 study of Bria-IMT™ in patients with advanced metastatic breast cancer, including accelerating enrollment, adding additional clinical sites, and several positive Data Safety Monitoring Board meetings. Some of these are detailed below.

We also strengthened our non-dilutive funding and external collaborations. On August 13, 2025, we announced acceptance into Memorial Sloan Kettering Cancer Center’s (MSK’s) 2025 Therapeutics Accelerator Cohort program for the Bria-OTS+™ platform, which includes the Bria-BRES+™ product candidate for breast cancer.

On August 25, 2025, we reported that we had been awarded a US$2.0 million Small Business Innovation Research (SBIR) grant from the U.S. National Cancer Institute (NCI) to advance Bria-PROS+™ in prostate cancer, providing non-dilutive funding to support manufacturing and planned clinical evaluation activities for this program

On October 21, 2025, we further announced a collaboration with MSK’s Therapeutics Accelerator program focused on the Bria-OTS+ platform. The collaboration includes support for manufacturing, IND development and clinical protocol work for a planned Phase 1 study of Bria-BRES+ in breast cancer, and is intended to help accelerate clinical development of Bria-OTS+ across multiple cancer indications.

Bria-IMT™

On November 25, 2025, BriaCell highlighted positive Phase 2 & Phase 3 clinical data at SABCS® 2025 with poster presentations at the San Antonio Breast Cancer Symposium (December 10, 2025) which highlighted positive Phase 2 safety and efficacy signals and positive biomarker findings in both the Phase 2 and the pivotal Phase 3 studies. On December 9^,2025, BriaCell announced that patient enrollment is on track for 1H2026 topline data readout with over 230 patients screened and over 160 patients enrolled in BriaCell’s pivotal Phase 3 study in metastatic breast cancer (MBC).

Presentation Title: Survival Results of Phase II Bria-IMT Allogenic Whole Cell-Based Cancer Vaccine Maturing positive Phase 2 data continue to support the potentially meaningful clinical benefit of the Bria-IMT regimen and the ongoing pivotal Phase 3 study is further evaluating this immunotherapy and the role of biomarkers in predicting patient response.

Presentation Title: Th1-biased cytokine signatures as biomarkers of clinical benefit following SV-BR-1-GM cancer vaccination in breast cancer. BriaCell’s data suggests that Th1 biased cytokines and chemokines may serve as potential predictive biomarkers of clinical responses to the Bria-IMT regimen in metastatic breast cancer.

Copies of the posters are available at https://briacell.com/scientific-publications/.

On December 10, 2025, BriaCell presented three posters highlighting robust survival and clinical benefit data in Phase 2, plus positive key biomarker data from the pivotal Phase 3 study of Bria-IMT™ plus immune check point inhibitor (CPI) at the San Antonio Breast Cancer Symposium (SABCS®) 2025. Data from the Phase 3 study continues to support biomarkers to identify patients who benefit from treatment with BriaCell’s regimen. Additionally, maturing Phase 2 study data continues to support meaningful clinical benefit of the Bria-IMT regimen with outstanding long-term survival. Importantly, no toxicity related discontinuations was reported in the Phase 3 study. Summaries of the studies are shown here.

On December 18, 2025, BriaCell announced that its Phase 3 Bria-IMT™ clinical trial in metastatic breast cancer was prominently and independently featured in the Nature Medicine Year In Review’s publication, “ Eleven clinical trials that will shape medicine in 2026”. Nature Medicine asked leading researchers to name their top clinical trial for 2026, from long-awaited vaccines for infectious diseases to new treatments for advanced cancers and long COVID. BriaCell’s Phase 3 clinical trial in metastatic breast cancer featured as “clinical trial to watch in 2026”

On January 27, 2026, BriaCell Highlighted extended >18-47 months survival in Phase 2 metastatic breast cancer patients. 9 of 25 BriaCell patients treated since 2022 remained alive >18-47 months post enrollment, markedly exceeding benchmarks reported for standard of care therapies in similar patient populations. No Bria-IMT™ related discontinuations was reported to that date. Bria-IMT regimen continues under Fast Track Designation from US FDA.

New positive Phase 2 survival data highlighted multiple patients surpassing expected benchmarks for metastatic breast cancer and survival length over 18 months in 9 cases as of their last assessment.

Table 1: Ongoing Long-Term Survivors

Patient/Subtype	Months Since Study Start	Age	Number of Prior Regimens	Cycles of Bria-IMT

01-009/ER+/PR+/HER2low	47	74	5	14
07-001/ER+/PR+/HER2low	30	55	7	8
15-001/ER+/PR-/HER2-	30	62	3	12
11-018/ER+/PR+/HER2+ (Highlighted below)	27	66	8; including ENHERTU	35
15-005/ER+/PR+/HER2- (Highlighted below)	27	44	5	6
15-006/ER+/PR-/HER2- (Highlighted below)	25	64	8; including TRODELVY	4
15-004/ER+/PR+/HER2-	25	50	3	6
11-019/ER+/PR+/HER2low	23	63	9; including TRODELVY	6
07-014/ER+/PR+/HER2low	>18	62	9; including TRODELVY	5

Note that Trodelvy and Enhertu are antibody-drug conjugates recently approved for late-stage breast cancer.

Table 2: Comparable analysis of 1- and 2-year survival for the BriaCell Phase 2 study using the Phase 3 formulation since 2022 independent of subsequent treatment

	Breast cancer	Median prior	Median OS	% Survival at:
Reference	type	lines of therapy	(months)	1 year	2 years
Bria-IMT ™ plus CPI	All types 61% HR+ 33% TNBC 6% HER2+	6	15.6	52%	32%
Cortes et al. ¹	All types 57% HR+ 18-19% TNBC 18-20% HER2+	4	9.1-9.3	~38-40%	7-14%
Kazmi et al. ²	All types 51-52% HR+ 25-29% TNBC 9-24% HER2+	2	7.2-9.8	30-38%	11.9-14%
Bardia et al. (TPC) ³	TNBC	4	6.9	~23%	6%
Bardia et al. (Trodelvy) ³	TNBC	4	11.8	50%	21%
Rugo et al (TPC) ⁴	HR+ HER2-	4	11.2	47%	21%
Rugo et al (Trodelvy) ⁴	HR+ HER2-	4	14.4	60%	25%

1. Cortes J, et al. Annals of Oncology 2018 (estimated from Kaplan-Meier curve)

2. Kazmi S, et al. Breast Cancer Res Treat. 2020

3. Bardia A, et al. J Clin Oncol. 2024 (estimated from Kaplan-Meier curve)

4. Rugo HS, et al. The Lancet. 2023 (estimated from Kaplan-Meier curve)

Abbreviations:

HR+: hormone receptor-positive

TNBC: Triple-negative breast cancer (lacks or has low levels of the estrogen receptor, progesterone receptor, and human epidermal growth factor receptor 2 (HER2))

HER2+: Human epidermal growth factor receptor 2 positive

HR+ HER2-: hormone receptor-positive and human epidermal growth factor receptor 2 negative

TPC: Treatment of Physicians Choice

On January 28, 2026, BriaCell reported patients’ images showing regression and resolution of metastasized tumors and immune activation in patients with orbital (eye), temporal lobe (brain), liver, and spinal involvement. Survival details on these and other select patients in its Phase 2 study, along with comparable populations, were previously reported.

Images below confirm clinical responses seen in patients with metastatic orbital (eye), temporal (brain), liver, and spine lesions.

Example 1: Patient 11-018

A 66-year-old woman with ER+/PR+/HER2+ metastatic breast cancer, heavily pretreated with 8 prior lines of therapy, including an antibody-drug conjugate (Enhertu), remains alive 27 months post-enrollment. At baseline, she presented with metastatic involvement of the right orbit (behind the eye), right temporal lobe of the brain and multiple skeletal sites. Following treatment, she achieved complete resolution of the temporal lobe metastasis, substantial improvement in the orbital lesion and stable disease in the bone. She remained on study for 26 months after initiating treatment and receiving 35 cycles of therapy. Images though 20 months for this patient have been previously described (link). Shown here are updated images through 2 years with measurements superimposed (through 18 months for the temporal lobe brain metastases).

Example 1 Images (Patient 11-018): Bria-IMT treatment resulted in complete resolution of the right temporal lobe lesion and continued regression of the right orbital (behind the eye) tumor. Measurements of lesion sizes are shown.

LA = long axis. SA = short axis.

Example 2: Patient 15-005:

A 44-year-old woman with ER+/PR+/HER2- metastatic breast cancer, previously treated with 5 prior lines of therapy. At baseline, she presented with metastases to the spine. She completed 6 cycles of therapy achieving stable disease as her best response and remains in survival follow-up 27 months after study entry.

Before BriaCell Treatment Image A: CD8 ImmunoPET image

Pre-treatment imaging of cervical (neck) lymph nodes with moderate uptake indicating presence of some CD8+ cytotoxic (“killer”) T cells.

After BriaCell Treatment Image B: CD8 ImmunoPET image

Post treatment enhancement of cervical (neck) lymph nodes indicating immune system activation and increased presence of CD8+ cytotoxic T cells.

Example 2 Images (Patient 15-005): CD8 ImmunoPET images pre (A) and post (B) Bria-IMT treatment

Example 3: Patient 15-006:

A 64-year-old woman with ER+/PR-/HER2- metastatic breast cancer, heavily pre-treated with 8 prior lines of therapy, including the antibody-drug conjugate Trodelvy, remains alive 25 months post-enrollment. At baseline, presented with hepatic metastasis.

Before BriaCell Treatment Image A: A liver metastasis (lower arrow) is “cold,” indicating minimal to no CD8+ cytotoxic T cells in the tumor while enlarged lymph nodes (upper arrow) show moderate uptake.

After BriaCell Treatment Image B: Swelling (induration) around the metastasis (lower arrow) demonstrates the liver metastasis has become “hot”, indicating marked CD8+ cytotoxic T cell infiltration while further lymph node enlargement is consistent with increased activity (upper arrow) indicating increased CD8+ T cells.

Example 3 Images (Patient 15-006): Combined MRI and CD8 ImmunoPET images Pre (A) and Post (B) Bria-IMT treatment

The Phase 2 study enrolled 54 heavily pre-treated metastatic breast cancer patients (median six prior therapies) who received the Bria-IMT regimen plus a checkpoint inhibitor. Of these, 37 patients were treated with the same formulation now being evaluated in the pivotal Phase 3 study (NCT06072612). Significantly, no Bria-IMT related discontinuations have been reported to date.No Bria-IMT™ related discontinuations reported to date. Bria-IMT regimen continues under Fast Track Designation from US FDA.

On February 17, 2026, BriaCell received its fifth positive recommendation from Data Safety Monitoring Board (DSMB) for Phase 3 study in metastatic breast cancer. Independent DSMB has identified no safety concerns, and recommended continuation of BriaCell’s pivotal Phase 3 study of Bria-IMT™ plus immune check point inhibitor. This fifth consecutive positive DSMB recommendation supports the favorable safety profile observed to date.

On April 20, 2026, BriaCell presented positive Phase 3 quality of life (QOL) data in heavily pretreated metastatic breast cancer patients with prior failed ADC, CPI, and CDK4/6 inhibitor treatments at the 2026 American Association for Cancer Research (AACR) annual meeting. The data showed preservation of quality QOL in patients who had been on multiple prior failed therapy attempts. Additionally, we showed identification of potential prognostic biomarkers upon further analyses of Phase 2 Bria-IMT™ study data.

On April 27, 2026, BriaCell announced that it has six clinical data presentations at the American Society of Clinical Oncology (ASCO 2026) meeting.

On May 7, 2026, and May 13, 2026, BriaCell announced the addition of NYU Langone Health’s Perlmutter Cancer Center and Penn Medicine’s Abramson Cancer Center, respectively, as clinical sites in the Bria-ABC pivotal breast cancer study. On May 12, 2026, BriaCell announced that enrollment in that the Bria-ABC pivotal breast cancer study had surpassed 230 patients.

Bria-OTS and Bria-OTS+

On November 7, 2025, BriaCell presented robust anti-cancer activity of Bria-OTS+ in breast and prostate cancer models at the Society for Immunotherapy of Cancer (SITC) 2025. Bria-OTS+ represents a novel, cost-effective, off-the-shelf potent next generation cancer therapy platform. Next generation Bria-OTS+ platform demonstrated rapid, potent and durable anti-cancer activity by activating both innate and adaptive immune responses. Increased tumor cell cytotoxicity induced by both Bria-BRES+™ (breast cancer) and Bria-PROS+™ (prostate cancer) was reported. In summary, preclinical data reinforces broad potential of Bria-OTS+ platform across multiple indications. BriaCell added that lead candidates Bria-BRES+ (breast cancer) and Bria-PROS+ (prostate cancer) are completing GMP manufacturing for planned clinical trials. As a reminder, $2 million National Cancer Institute (NCI) Small Business Innovative Research (SBIR) award supports manufacturing and planned clinical evaluation of Bria-PROS+.

On January 13, 2026, BriaCell reported sustained complete resolution of lung metastasis in Bria-OTS Patient (Figure 1 as shown below). 11-month sustained complete resolution of lung metastasis was observed in Bria-OTS Phase 1/2a metastatic breast cancer study. No treatment limiting toxicities reported. The patient maintained stable disease at all other evaluable sites.

Figure 1: Treatment with Bria-OTS monotherapy resulted in 100% resolution of tumor in the right lung of the metastatic breast cancer (MBC) patient following 2 months of therapy and confirmed at 4, 6, and 11 months of therapy¹ (axial and coronal views)

On April 21, 2026, BriaCell presented positive data from its preclinical Bria-OTS+ platform at the 2026 AACR meeting showing that Bria-OTS+ platform provided early, potent and durable activation of innate and adaptive immunity in in-vitro cancer cell line models. Additionally, our data showed immune cells activated by Bria-OTS+ exhibited serial killing activity across multiple rounds of tumor cell challenge.

On May 6, 2026, BriaCell announced that it has received FDA clearance initiate clinical evaluation of Bria-BRES+™ in advanced metastatic breast cancer. The IND application opens the path to commence Phase 1/2a clinical study for Bria-BRES+ in metastatic breast cancer. Bria-BRES+ is BriaCell’s next generation personalized immunotherapy for breast cancer, and features additional immune activating components designed to enhance clinical efficacy. BriaCell has prepared clinical supplies of Bria-BRES+ and plans to initiate a Phase 1/2a clinical study in metastatic breast cancer in the coming months.

On May 14, 2026, BriaCell announced that it has completed manufacturing clinical supplies of Bria-PROS+, its next generation, personalized, off-the-shelf, cell-based immunotherapy candidate for prostate cancer. On May 15^th, 2026, BriaCell announced that it is making progress in developing Bria-OVA+, its next generation, personalized, off-the-shelf, cell-based immunotherapy for ovarian cancer.

BriaPro

On February 18, 2026, the Company and BriaPro Therapeutics Corp. (“BriaPro”), a announced that we 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”).

Background

BriaCell originally secured the exclusive license from the University of Maryland, Baltimore County (“UMBC”) on August 2, 2022. The novel technology, originally developed by Suzanne Ostrand-Rosenberg, Ph.D., Emeritus Faculty at UMBC, and member of BriaCell’s scientific advisory board, is titled “Soluble CD80 as a Therapeutic to Reverse Immune Suppression in Cancer Patients” and is covered under USPN 8,956,619 B2, USPN 9,650,429 B2, and USPN 10,377,810 B2. In animal models, sCD80 was well-tolerated and stopped tumor growth by potentially restoring natural anti-tumor immunity (see Lucas A Horn, et al. and Samuel T Haile et al. in collaboration with Dr. Ostrand-Rosenberg). Additionally, strong anti-tumor activity of sCD80 has been reported in multiple tumor types (see Lucas A Horn, et al.). Importantly, as demonstrated in the same studies, sCD80’s unique actions may involve both awakening and boosting the immune system to recognize and destroy tumor cells.

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. On March 5, 2026, the disinterested shareholders of BriaPro approved the Transaction and the Transaction closed on March 31, 2026.

Results of Operations for the Three and Nine Months Ended April 30, 2026, and 2025

	Three months ended April 30,
	2026			2025
	(Unaudited)			(Unaudited)
Operating expenses:
Research and development expenses	$	5,966,673			4,810,196
General and administrative expenses		1,654,121			1,518,059
Total operating expenses		7,620,794			6,328,255

Operating loss		(7,620,794	)		(6,328,255	)
Financial income (expense), net		186,970			(9,762	)
Change in fair value of the warrant liability		123,242			175,826
Unrealized gain on investment		137,830			-
Share of loss on equity investment		(64,303	)		(62,738	)
Net loss for the period	$	(7,237,055	)	$	(6,224,929	)
Net loss attributable to non-controlling interest		(72,548	)		(98,027	)
Net loss for the period attributable to BriaCell		(7,164,507	)		(6,126,902	)
Net loss per share attributable to BriaCell – basic and diluted	$	(0.99	)	$	(16.42	)
Weighted average number of shares used in computing net basic and diluted earnings per share of common stock		7,250,487			373,067

Research and Development Costs

Research costs are comprised primarily of (i) salaries and wages to Company employees at our laboratory and (ii) clinical trials and investigational drug costs, which include the testing and manufacture of our investigational drugs and costs of our clinical trials.

The following is a breakdown of our research and development costs by nature of expenses:

	Three months ended April 30,
	2026		2025
	(Unaudited)		(Unaudited)
Clinical trial sites and investigational drug costs	$	3,980,115	$	3,175,543
Wages and salaries		1,492,067		1,303,157
Laboratory Rent		130,500		114,330
Supplies		157,096		157,184
Depreciation		29,193		22,839
Professional fees		1,703		650
Share-based compensation		175,999		36,493
	$	5,966,673	$	4,810,196

For the three-month period ended April 30, 2026, total research and development expenses were $5,966,673, compared to $4,810,196 for the three-month period ended April 30, 2025. The increase was primarily driven by higher clinical trial sites and investigational drug costs, which increased to $3,980,115 in 2026 from $3,175,543 in 2025, reflecting expanded clinical development activities. Wages and salaries also increased to $1,492,067 from $1,303,157, due to higher personnel costs supporting ongoing research programs. Laboratory rent increased to $130,500 from $114,330, while depreciation expense increased to $29,193 from $22,839. Share-based compensation increased significantly to $175,999 in 2026 from $36,493 in 2025, reflecting a higher level of equity-based awards granted during the period.

Our clinical trial expenses are broken down as follows:

	Three months ended April 30,
	2026		2025
	(Unaudited)		(Unaudited)
Bria-IMT™ Pivotal Phase 3 study	$	3,149,348	$	2,708,394
Bria-IMT™ Phase 1/2a		159,579		300,013
Bria-OTS™ Phase 1/2a		1,040,724		182,344
	$	4,349,651	$	3,190,751

Clinical trial expenses for the three months ended April 30, 2026, were $4,349,651, compared to $3,190,751 during the same period in 2025. The increase reflects continued investment in the Bria-IMT™ pivotal Phase 3 program and ongoing advancement of the Bria-OTS™ Phase 1/2a program as it progresses through early clinical development. Together, these programs account for the majority of the year-over-year increase in clinical trial expenses.

For the three-month period ended April 30, 2026, Bria-IMT™ Pivotal Phase 3 Study costs were $3,149,348, compared to $2,708,394 in 2025. The increase reflects the study’s continued progression through an advanced, cost-intensive stage, including expanded patient enrollment, increased clinical site activity, CRO services, central laboratory work, and clinical supply management. The level of spending is consistent with maintaining study momentum as the program advances toward planned interim analyses.

For the three-month period ended April 30, 2026, Bria-IMT™ Phase 1/2a expenses were $159,579, compared to $300,013 in 2025. The decrease reflects the continued wind-down of the program following completion of primary activities in fiscal 2024, with current-period costs primarily related to residual close-out procedures, data management, and limited follow-up activities. Expenses are expected to remain modest as final wrap-up items are completed.

For the three-month period ended April 30, 2026, Bria-OTS™ Phase 1/2a expenses were $1,040,724, compared to $182,344 in 2025. The substantial increase reflects continued advancement of the OTS program in early clinical development. Current-period costs include expanded development and manufacturing activities, GMP production of Bria-BRES+ and Bria-PROS+, regulatory and analytical support, and operational activities necessary to support ongoing evaluation of the next-generation Bria-OTS+ platform. The increased investment aligns with the program’s progression and the expansion of OTS across multiple solid tumor indications.

General and Administrative Expenses

For the three-month period ended April 30, 2026, general and administrative expenses were $1,654,121, compared to $1,518,059 for the three-month period ended April 30, 2025. The increase was primarily attributable to higher shareholder communications expense, which increased from $146,616 in 2025 to $307,058 in 2026, higher share-based compensation of $256,208 in 2026 compared to $188,322 in 2025, increased consulting expenses from $44,222 in 2025 to $98,621 in 2026, and higher wages and salaries, which increased from $325,926 in 2025 to $359,873 in 2026. These increases were partially offset by lower professional fees, insurance expense, regulatory, filing and transfer agent fees, and travel expenses.

Financial income, net

For the three-month period ended April 30, 2026, the Company recorded net financial income of $186,970, compared to net financial expense of $9,762 in the same period of 2025. The increase is mainly attributable to higher interest income and lower interest expense. For the three-month period ended April 30, 2026, financial income was comprised of $219,220 of interest income, $29,631 of interest expense and $2,619 foreign exchange loss.

Profit (loss) for the period

For the three-month period ended April 30, 2026, the Company reported a net loss of $7,237,055, compared to $6,224,929 for the same period in 2025. The higher loss primarily reflects higher operating expenses, including increased research and development spending as the Company continued to advance its pivotal Phase 3 trial, including higher clinical-site activity, investigational product costs, and supporting operational infrastructure.

Results of Operations for the Nine Months Ended April 30, 2026 and 2025

	Nine months ended April 30,
	2026			2025
	(Unaudited)			(Unaudited)
Operating Expenses:
Research, development, and clinical trial expenses	$	18,704,005		$	14,160,314
General and administrative expenses		4,770,998			4,490,216
Total operating expenses		23,475,003			18,650,530

Operating loss		(23,475,003	)		(18,650,530	)
Financial income, net		430,205			69,310
Change in fair value of the warrant liability		265,818			366,024
Unrealized gain on investment		137,830			-
Share of loss on equity investments		(171,126	)		(176,837	)
Net loss for the period	$	(22,812,276	)		(18,392,033	)
Net loss attributable to non-controlling interest		(228,384	)		(171,536	)
Net loss for the period attributable to BriaCell		(22,583,892	)		(18,220,497	)
Net loss per share attributable to BriaCell – basic and diluted	$	(5.73	)	$	(67.08	)
Weighted average number of shares used in computing net basic and diluted earnings per share of common stock		3,942,959			271,639

Research, Development, and Clinical Trial Costs

Research costs are comprised primarily of (i) salaries and wages to Company employees at our laboratory; and (ii) Clinical trials and investigational drug costs, which include the testing and manufacture of our investigational drugs and costs of our clinical trials.

The following is a breakdown of our research, development, and clinical trial costs by nature of expenses:

	Nine months ended April 30,
	2026		2025
	(Unaudited)		(Unaudited)
Clinical trial sites and Investigational drug costs	$	12,642,837	$	9,732,786
Wages and salaries		4,677,662		3,544,267
Laboratory Rent		385,610		342,990
Supplies		568,727		341,878
Depreciation		74,871		68,517
Professional fees		15,852		9,826
Share-based compensation		338,446		120,050
	$	18,704,005	$	14,160,314

For the nine-month period ended April 30, 2026, research, development, and clinical trial expenses were $18,704,005, compared to $14,160,314 for the same period in 2025. The increase was primarily driven by higher clinical trial sites and investigational drug costs, which increased from $9,732,786 in 2025 to $12,642,837 in 2026, reflecting the advancement of the Company’s clinical development programs. Wages and salaries increased from $3,544,267 in 2025 to $4,677,662 in 2026, due to increased headcount and personnel supporting clinical and development activities. Laboratory rent increased from $342,990 in 2025 to $385,610 in 2026, while supplies increased from $341,878 in 2025 to $568,727 in 2026, reflecting higher clinical and laboratory activity. Share-based compensation increased from $120,050 in 2025 to $338,446 in 2026, reflecting a higher level of equity-based awards outstanding during the period.

Clinical trial expenses for the period are as follows:

	Nine months ended April 30,
	2026		2025
	(Unaudited)		(Unaudited)
Bria-IMT™ Pivotal Phase 3 study	$	10,816,541	$	8,797,505
Bria-IMT™ Phase 1/2a		519,986		699,356
Bria-OTS™ Phase 1/2a		2,965,488		325,539
	$	14,302,014	$	9,822,400

Clinical trial expenses for the nine months ended April 30, 2026, were $14,302,014, compared to $9,822,400 during the same period in 2025. The increase reflects sustained investment in the Bria-IMT™ pivotal Phase 3 program and significant advancement of the Bria-OTS™ Phase 1/2a program as it progresses through early clinical development. These programs continue to be the primary drivers of the year-over-year increase in clinical trial expenses.

For the nine-month period ended April 30, 2026, Bria-IMT™ Pivotal Phase 3 Study costs were $10,816,541, compared to $8,797,505 in 2025. The increase reflects continued patient enrollment, expansion of clinical sites, increased clinical site activity, CRO services, central laboratory testing, and clinical supply management associated with the ongoing progression of the Phase 3 study. Spending levels during the period are consistent with maintaining operational momentum as the trial advances toward planned interim analyses.

For the nine-month period ended April 30, 2026, Bria-IMT™ Phase 1/2a expenses were $519,986, compared to $699,356 in 2025. The decrease reflects the continued wind-down of the program following completion of primary activities in fiscal 2024. Current-period costs primarily relate to residual close-out procedures, data management, and limited follow-up activities. Expenses are expected to decline further as final wrap-up activities conclude.

For the nine-month period ended April 30, 2026, Bria-OTS™ Phase 1/2a expenses were $2,965,488, compared to $325,539 in 2025. The substantial increase reflects continued advancement of the OTS program into early clinical development. Costs incurred during the period include expanded development and manufacturing activities, GMP production of Bria-BRES+ and Bria-PROS+, regulatory and analytical support, and operational activities necessary to support ongoing evaluation of the next-generation Bria-OTS+ platform. The increased investment aligns with the program’s progression and expansion across multiple solid tumor indications.

General and Administrative Expenses

For the nine-month period ended April 30, 2026, general and administrative expenses amounted to $4,770,998, compared to $4,490,216 for the same period in 2025. The increase was primarily driven by higher shareholder communications expenses, which increased from $425,804 in 2025 to $860,951 in 2026, as well as higher wages and salaries, which increased from $951,371 in 2025 to $1,228,753 in 2026. These increases were partially offset by lower professional fees, which decreased from $875,632 in 2025 to $667,463 in 2026, and lower travel expenses, which decreased from $265,617 in 2025 to $106,439 in 2026.

Financial income, net

For the nine-month period ended April 30, 2026, financial income amounted to $430,205, compared to $69,310 for the nine-month period ended April 30, 2025. Financial income for the 2026 period consisted of $462,827 in interest income, an interest expense of $29,631 and a $2,991 foreign exchange loss. In comparison, financial income for the 2025 period included $86,514 in interest income, an interest expense of $36,979 and a $19,775 foreign exchange gain. The increase in financial income from 2025 to 2026 was primarily due to higher interest income, reflecting increased cash and cash equivalents available for investment in interest-bearing funds.

Loss for the period

The Company reported a loss of $22,812,276 for the nine-month period ended April 30, 2026, compared to $18,392,033 for the same period in 2025. The increase in loss was primarily driven by higher research, development and clinical trial expenses, which rose to $18,704,005 in 2026 from $14,160,314 in 2025 as the Company advanced its clinical programs.

Liquidity, Capital Resources and Going Concern Uncertainty

As of April 30, 2026, the company had a positive working capital balance of $21,802,678 (July 31, 2025 positive balance of $15,948,588).

As of April 30, 2026, the Company has total assets of $27,071,310 (July 31, 2025 - $ 21,649,706), working capital of $21,802,678 (July 31, 2025 – positive balance of $15,948,588) and an accumulated deficit of $134,339,456 (July 31, 2025 - $111,755,564).

As of April 30, 2026, the Company’s capital resources consist primarily of cash and cash equivalents, comprising mostly of cash on deposit with banks, investments in money market funds, investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements.

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 April 30, 2026 was $134,339,456 and negative cash flows from operating activities during the nine-month period ended April 30, 2026 was $22,692,452. 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 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.

During the period ended April 30, 2026, the Company’s overall position of cash and cash equivalents decreased by $3,613,587 from the period ended July 31, 2025 (including effects of foreign exchange). This decrease in cash can be attributed to the following:

The Company’s net cash used in operating activities during the nine-month period ended April 30, 2026, was $22,692,452 as compared to $20,038,075 for the nine-month period ended April 30, 2025.

Net cash used in investing activities during the nine-month period ended April 30, 2026, was $8,795,576 as compared to $225,000 for the nine-month period ended April 30, 2025. During 2026, this was primarily from the net purchase of short-term investments.

Cash gained in financing activities for the nine-month period ended April 30, 2026, was 27,874,441 as compared to 31,891,239 for the nine-month period ended April 30, 2025. During both periods, this was primarily from the proceeds of the issuance of shares in various financings.

Off-Balance Sheet Arrangements

None.

Tabular Disclosure of Contractual Obligations

None.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in the MD&A section in our Annual Report.

New Accounting Policies Adopted

The Company did not adopt any new accounting policies during the period ended April 30, 2026.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company’s financial instruments consist of cash and cash equivalents, investments, warrant liability, short term loans, trade payable, and accrued expenses and other payables. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

Management understands that the Company is exposed to financial risk arising from fluctuations in foreign exchange rates and the degree of volatility of these rates as a portion of the Company’s transactions occur in Canadian Dollars (mainly costs relating to being a public company in Canada), and the Company’s functional and presentation currency is the US dollar. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management process. The overall objectives of the Board are to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility.

The type of risk exposure and the way in which such exposure is managed is as follows:

Credit risk

The Company has no significant concentration of credit risk arising from operations. Management believes that the credit risk concentration with respect to financial instruments is remote.

Liquidity Risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they come due. As of April 30, 2026, the Company has total assets of $27,071,310 (July 31, 2025 - $21,649,706) and a working capital balance of $21,802,678 (July 31, 2025 – working capital balance of $15,948,588).

Market Risk

Interest rate risk

Interest Rate risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market interest rates. Loans payable include both fixed and variable interest rates; however, the Company does not believe it is exposed to material interest rate risk.

Price risk

As the Company has no revenues, price risk is remote.

Exchange risk

The Company is exposed to foreign exchange risk as a portion of the Company’s transactions occur in Canadian Dollars (mainly costs relating to being a public company in Canada) and, therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its Canadian denominated accounts payable and cash. As of April 30, 2026, a 5% depreciation or appreciation of the Canadian dollar against the US dollar would not have a material effect on the total loss and comprehensive loss.

Fair Values

The carrying values of cash and cash equivalents, trade payable, warrant liability, short term loans, and accrued expenses and other payables approximate their fair values due to their short terms to maturity.

Cash and cash equivalents are valued using quoted market prices in active markets. The fair value of the warrant liability is determined based on the nature of the warrant. For publicly traded warrants we use the quoted market price and for all other warrants we use the Black-Scholes pricing model.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal accounting and financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our principal executive officer and principal accounting and financial officer have concluded that as of April 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have not been material changes in our internal control over financial reporting during the quarter ended April 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed in our Annual Report for the year ended July 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities during the three months ended April 30, 2026.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

During the three months ended April 30 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

Exhibit		Description
31.1		Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2		Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.INS		Inline XBRL Instance Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BRIACELL THERAPEUTICS CORP.

June 9, 2026	By:	/s/ William V. Williams
	Name:	William V. Williams
	Title:	Chief Executive Officer
		(Principal Executive Officer)

June 9, 2026	By:	/s/ Gadi Levin
	Name:	Gadi Levin
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

BriaCell Therapeutics Corp. 10-Q