EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

BRIAPRO THERAPEUTICS CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIOD ENDED JANUARY 31, 2026

(Unaudited)

(Expressed in United States Dollars)

 

NOTICE TO SHAREHOLDERS

 

The accompanying Unaudited Condensed Interim Consolidated Financial Statements of BriaPro Therapeutics Corp. for the three and six month periods ended January 31, 2026 and 2025 have been prepared by management in accordance with International Financial Reporting Standards applicable to Condensed Interim Consolidated Financial Statements. Recognizing that the Company is responsible for both the integrity and objectivity of the Unaudited Condensed Interim Consolidated Financial Statements, management is satisfied that these Unaudited Condensed Interim Consolidated Financial Statements have been fairly presented.

 

Under National Instrument 51-102, part 4, sub-section 4.3(3)(a), if an auditor has not performed a review of the Condensed Interim Consolidated Financial Statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

 

The Company’s independent auditor has not performed a review of these Unaudited Condensed Interim Consolidated Financial Statements in accordance with standards established by the Institute of Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

 

F-1

 

 

BriaPro Therapeutics Corp.

Unaudited Condensed Interim Consolidated Statements of Financial Position

As at January 31, 2026

(Expressed in US Dollars)

 

   January 31, 2026   July 31, 2025 
       (Audited) 
ASSETS          
           
CURRENT ASSETS:          
Cash and cash equivalents  $1   $1 
Total current assets   1    1 
           
NON-CURRENT ASSETS:          
Intangible assets, net (Note 4)   176,889    184,525 
Total non-current assets   176,889    184,525 
           
Total assets  $176,890   $184,526 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
CURRENT LIABILITIES:          
Due to related parties (Note 7)  $1,606,112   $1,121,053 
Accrued expenses and other payables   32,688    27,440 
Total current liabilities   1,638,800    1,148,493 
           
NON-CURRENT LIABILITIES:          
Warrant liability (Note 5d)   156,231    181,943 
Total non-current liabilities   156,231    181,943 
           
SHAREHOLDERS’ DEFICIT:          
Share capital (Note 5)   1    1 
Share-based payment reserve (Note 5)   34,514    34,514 
Accumulated deficit   (1,652,656)   (1,180,425)
Total shareholders’ deficit   (1,618,141)   (1,145,910)
           
Total liabilities and shareholders’ deficit  $176,890   $184,526 

 

Nature of Operations and Going Concern (Note 1)

Events After the Reporting Period (Note 11)

 

These Condensed interim consolidated financial statements were approved and authorized for issue on behalf of the Board of Directors on March 31, 2026 by:

 

On behalf of the Board:    
     
“Martin Schmieg”   “William Williams”
Director   Director

 

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

 

F-2

 

 

BriaPro Therapeutics Corp.

Condensed Interim Consolidated Statement of Operations and Comprehensive Loss

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

  

Three months ended

January 31,

  

Six months ended

January 31,

 
   2026   2025   2026   2025 
   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
Operating Expenses:                    
Research and development expenses   $195,806   $81,523   $433,307    130,023 
General and administrative expenses   43,692    57,509    64,636    80,012 
Operating loss   (239,498)   (139,032)   (497,943)   (210,035)
Change in fair value of warrant liability (Note 5d)   12,005    (12,030)   25,712    (23,150)
Total operating loss and comprehensive loss   (227,493)   (151,062)   (472,231)   (233,185)
Basic and diluted weighted average loss per share  $(0.005)  $(0.003)  $(0.011)  $(0.005)
Basic and diluted weighted average number of shares   43,884,247    43,884,247    43,884,247    43,884,247 

 

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

 

F-3

 

 

BriaPro Therapeutics Corp.

Condensed Interim Statement of Changes in Shareholder’s Equity (Deficit)

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

   Shares   Amount  

Share

based payment reserve

  

Accumulated

deficit

  

Total

shareholder’s

deficit

 
Balance October 31, 2024   47,945,178   $1    34,514   $(522,332)  $         (487,817)
Loss for the period        -    -    (151,062)   (151,062)
Balance, January 31, 2025   47,945,178   $1    34,514   $(673,394)  $(638,879)

 

   Shares   Amount  

Share

based payment reserve

  

Accumulated

deficit

  

Total

shareholder’s

equity (deficit)

 
Balance July 31, 2024   47,945,178   $1    34,514   $(440,209)  $         (405,694)
Loss for the period   -    -    -    (233,185)   (233,185)
Balance, January 31, 2025   47,945,178   $1    34,514   $(673,394)  $(638,879)

 

   Shares   Amount  

Share

based payment reserve

  

Accumulated

deficit

  

Total

shareholder’s

deficit

 
Balance October 31, 2025   47,945,178   $1    34,514   $(1,425,163)  $      (1,390,648)
Loss for the period   -    -    -    (227,493)   (227,493)
Balance, January 31, 2026   47,945,178   $1    34,514   $(1,652,656)  $(1,618,141)

 

   Shares   Amount  

Share

based payment reserve

  

Accumulated

deficit

  

Total

shareholder’s

deficit

 
Balance July 31, 2025   47,945,178   $1    34,514   $(1,180,425)  $      (1,145,910)
Loss for the period   -    -    -    (472,231)   (472,231)
Balance, January 31, 2026   47,945,178   $1    34,514   $(1,652,656)  $(1,618,141)

 

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

 

F-4

 

 

BriaPro Therapeutics Corp.

Condensed Interim Statement of Cash Flows

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

  

For the Six

Months Ended

January 31, 2026

  

For the Six

Months Ended

January 31, 2025

 
Cash flow from operating activities          
Net loss  $(472,231)  $(233,185)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   7,636    7,636 
Change in fair value of warrants   (25,712)   23,150 
Changes in assets and liabilities:          
Increase in due to related parties   485,059    233,395 
Increase (decrease) in accrued expenses and other payables   5,248    (30,996)
Total cash flow from operating activities   -    - 
Change in cash and cash equivalents   -    - 
Cash and cash equivalents at beginning of the period   1    1 
Cash and cash equivalents at end of the period  $1   $1 

 

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

 

F-5

 

 

BriaPro Therapeutics Corp.

Notes to the Condensed Interim consolidated financial statements

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

NOTE 1: NATURE OF OPERATIONS AND GOING CONCERN

 

  a. BriaPro Therapeutics Corp. (“BriaPro” or the “Company”) was incorporated under the Business Corporations Act (British Columbia) on May 15, 2023. Following the completion of the Arrangement (as defined below), BriaPro is a pre-clinical immuno-oncology biotechnology company with multiple assets, specifically Bria-TILsRx™, and PKCδ inhibitors for multiple indications including cancer. The Company’s head office is located at 235 15th Street, Suite 300, West Vancouver B.C, V7T 2X1, Canada. The Company is an unlisted reporting issuer in Canada.
     
  b. On August 31, 2023 (the “Effective Date”), the Company and BriaCell Therapeutics Corp, the Company’s holding company, and immune-oncology biotechnology company listed on the Toronto Stock Exchange and NASDAQ (“BriaCell”), closed a plan of arrangement spinout transaction (the “Arrangement”) pursuant to which certain assets of the BriaCell, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (the “BriaPro Assets”), were spun-out to the Company (see note 5c and note 7 for further details).
     
    On February 18, 2026, the Company entered into a definitive purchase agreement with BriaCell, pursuant to which the Company agreed to acquire BriaCell’s exclusive license to develop and commercialize Soluble CD80 (“sCD80”) as a biologic agent for the treatment of cancer and certain related assets (see note 11 for further details).
     
  c. The accompanying Consolidated Financial Statements have been prepared on the basis of a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business for the foreseeable future. The Company has incurred losses of $1,652,656 since incorporation, is currently in the pre-clinical research stage and has not commenced commercial operations. The Company’s ability to continue as a going concern is dependent upon its ability to attain future profitable operations and to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Until the Company raises additional financing, it is entirely dependent on BriaCell to finance the Company’s operations. The Company expects to incur further losses through to the completion of the research and development of any therapy; the nature of a development stage immune-oncology company requires the raising of financial capital to support its clinical development programs and administrative costs. The Company is planning to finance its operations by exploring additional sources of capital and financing, while managing its existing working capital resources. The material uncertainty of the Company’s ability to raise such financial capital casts significant doubt on the Company’s ability to continue as a going concern. These 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.

 

F-6

 

 

BriaPro Therapeutics Corp.

Notes to the Condensed Interim Consolidated financial statements

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

NOTE 2: BASIS OF PRESENTATION

 

  a. Statement of Compliance:

 

The Company prepares its unaudited condensed interim consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) using the accounting policies described herein as issued by International Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations. These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting.

 

The policies applied in these condensed interim consolidated financial statements are based on IFRS effective as of January 31, 2026.

 

The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the audited financial statements as of July 31, 2025. The accompanying condensed interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the period ended July 31, 2025.

 

  b. Basis of presentation

 

The condensed interim consolidated financial statements are prepared on a going concern basis and have been presented in United States dollars which is the Company’s reporting currency.

 

  c. Basis of Measurement:

 

These condensed interim consolidated financial statements have been prepared on a going concern basis, under the historical cost basis, except for financial instruments which have been measured at fair value.

 

  d. Functional Currency and Presentation Currency:

 

The functional currency is the currency that best reflects the economic environment in which the Company operates and conducts its transactions. The Company’s management believes that the functional currency of the Company is the U.S. dollar.

 

Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end. All transaction gains and losses of the remeasured monetary financial position items are reflected in the statement of operations and comprehensive loss as financing income or expenses as appropriate.

 

F-7

 

 

BriaPro Therapeutics Corp.

Notes to the Condensed Interim Consolidated financial statements

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

NOTE 3: SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

 

The accounting policies and use of estimates and judgments described below have been applied consistently in these condensed interim consolidated financial statements.

 

The preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed interim 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 interim consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.

 

Going Concern

 

Preparation of the condensed interim consolidated financial statements is on a going concern basis, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets, including its intangible assets, and to meet its liabilities as they become due.

 

Intangible assets

 

Intangible assets are tested for impairment annually or more frequently if there is an indication of impairment. The carrying value of intangibles with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications of impairment the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset is impaired, and impairment loss is recognized.

 

Warrant liability and equity incentive grants

 

The Company uses the Black-Scholes option-pricing model to estimate fair value of the warrant liability at each reporting date and options granted under the Company’s equity inceptive plan. The key assumptions used in the model are the share price of the Company and the expected future volatility in the price of the Company’s shares and the expected life of the instrument.

 

F-8

 

 

BriaPro Therapeutics Corp.

Notes to the Condensed Interim Consolidated financial statements

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

NOTE 4: INTANGIBLE ASSETS, NET

 

Acquired intangible assets with finite lives consisted of the following as of January 31, 2026 and July 31, 2025:

 

   January 31, 2026   July 31, 2025 
         
Patents  $213,800   $213,800 
Less – accumulated amortization   (36,911)   (29,274)
Intangible assets, net  $176,889   $184,526 

 

The attributable intellectual property relates to the BriaPro Assets acquired in the Arrangement, which the Company is amortizing over 14 years, consistent with its accounting policy.

 

NOTE 5: SHARE CAPITAL

 

a) Authorized share capital

 

The authorized share capital consists of an unlimited number of common shares with no par value (“Share”).

 

b) Issued share capital

 

There were no issuances of Shares during the six month period ended January 31, 2026.

 

c) Share Purchase Warrants

 

Pursuant to the Arrangement, each BriaCell warrant (“BriaCell Warrant”) shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof, one BriaCell Share and one BriaPro Share for the original exercise price.

 

Upon the exercise of BriaCell Warrants, 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 BriaCell Warrant 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 Pro-rata Warrant Proceeds”).

 

As of January 31, 2026, there are issued and outstanding an aggregate of 8,111,714 BriaCell Warrants as follows:

 

Number of

BriaCell

Warrants (*)

  

BriaPro Pro-rata

Warrant Proceeds(*)

   Expiry Date
 3,896,809    106,216   February 26, 2026 – April 26, 2026
 4,173,143    132,536   June 7, 2026 - December 7, 2026
 17,074    465   February 26, 2026
 24,688    784   June 7, 2026
 8,111,714   $240,001    

 

(*) The number of Shares issuable and proceeds, should the BriaCell Warrants be exercised.

 

F-9

 

 

BriaPro Therapeutics Corp.

Notes to the Condensed Interim Consolidated financial statements

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

NOTE 5: SHARE CAPITAL (CONTINUED)

 

d) Warrant liability continuity

 

  (i) The following table presents the summary of the changes in the fair value of the warrants recorded as a liability on the Balance Sheet (*):

 

   Warrants liability 
Balance as of July 31, 2025  $181,943 
      
Change in fair value during the period (*)   (25,712)
      
Balance as of January 31, 2026  $156,231 

 

(*) The warrants issued by BriaCell contain terms that require the warrants to be recorded as a liability at fair value under IFRS. As a result, these warrants are valued at the end of each reporting period. For the six months ended January 31, 2026, the Company recorded a gain on the revaluation of the total warrant liability of $25,712 in the condensed interim consolidated statements of operations and comprehensive loss.

 

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

 

   July 31, 2025   January 31, 2026 
         
Share price (*)  $0.0365   $0.0365 
Exercise price  $0.0206-0.0318   $0.0273-0.0318 
Expected life (years)   0.30-1.35    0.07-0.85 
Volatility   157-209%   177-355%
Dividend yield   0%   0%
Risk free rate   2.68-2.74%   2.14-2.33%

 

(*) The share price was determined using the discounted cash flow method. Key assumptions included a discount rate of 15.5% and a growth rate of 5%, a royalty rate of 3%, clinical trials taking approximately 8 years. A 1% increase or decrease in enterprise value would result in an approximate +/- $0.00036 change in the share price, which would correspond to an estimated impact of approximately +/- $2,341 on the warrant value.

 

NOTE 6: SHARE-BASED COMPENSATION

 

The BriaPro Board adopted the BriaPro incentive plan, The purpose of the BriaPro incentive plan is to allow BriaPro to issue stock options, performance share units (“PSUs”), restricted share units (“RSUs”), and deferred share units (“DSUs” and together with the PSUs and RSUs, “Share Units”) to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of BriaPro. The granting of such Awards is intended to align the interests of such persons with that of the shareholders (the “Omnibus Plan”).

 

F-10

 

 

BriaPro Therapeutics Corp.

Notes to the Condensed Interim Consolidated financial statements

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

NOTE 6: SHARE-BASED COMPENSATION (CONTINUED)

 

a. The following table summarizes the number of options granted under the Omnibus Plan for the six month period ended January 31, 2026 and related information:

 

  

Number of

options

  

Weighted

average

exercise price

  

Weighted average

remaining contractual

term (in years)

  

Aggregate

intrinsic value

 
                 
Balance as of July 31, 2025   2,131,400    0.0957    1.55          - 
Balance as of January 31, 2026   2,131,400    0.0957    1.05    - 
                     
Exercisable as of January 31, 2026   2,131,400   $0.0957    1.05    - 

 

As the date of this report, the Company has 2,131,400 stock options outstanding as follows:

 

BriaPro Option

Exercise Price

  

Options

outstanding

   Expiry Date
         
$0.0933    440,000   June 20, 2028
$0.1108    21,000   February 27, 2028
$0.0984    180,100   August 2, 2027
$0.0729    31,000   May 20, 2027
$0.1162    150,000   February 16, 2027
$0.1310    524,700   January 13, 2027
$0.1165    12,600   November 1, 2026
$0.0888    100,000   September 1, 2026
$0.0656    60,000   April 19, 2026
$0.0656    612,000   March 29, 2026
      2,131,400    

 

b. Restricted Share Units

 

The following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for the six month period ended January 31, 2026:

 

  

Number of RSU’s

outstanding

  

Aggregate

intrinsic value

 
Balance, July 31, 2025   19,200   $700 
Balance, January 31, 2026   19,200   $700 

 

F-11

 

 

BriaPro Therapeutics Corp.

Notes to the Condensed Interim Consolidated financial statements

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

NOTE 7: RELATED PARTY TRANSACTIONS AND BALANCES

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making operating and financial decisions. This would include the Company’s senior management, who are considered to be key management personnel by the Company. Parties are also related if they are subject to common control or significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

On August 31, 2023, the Company and BriaPro executed a transition services agreement (the “Transition Agreement”), pursuant to which BriaCell will provide certain research and development and head office services (the “Services”) to BriaPro for a fixed monthly fee of $20,000.

 

BriaCell and BriaPro acknowledged the transitional nature of the Services and accordingly, as promptly as practicable, BriaPro agreed to use commercially reasonable efforts to transition each Service to its own internal organization or to obtain alternate third party providers to provide the Services.

 

As of January 31, 2026, pursuant to the Transition Agreement, the total balance owing to BriaCell group companies is $1,606,112. For the six month period ending January 31, 2026 the fixed monthly services expense totaled $120,000 and direct expenses incurred by BriaCell on behalf of BriaPro totaled $365,059.

 

During the six month period ended January 31, 2026, the Company incurred Services and direct expense paid for by BriaCell in the amount of $485,059.

 

See also note for a transaction with a related party subsequent to the balance sheet date.

 

F-12

 

 

BriaPro Therapeutics Corp.

Notes to the Condensed Interim Consolidated financial statements

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

NOTE 10: FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

Financial Instruments and Financial Risk Exposures

 

The Company’s financial instruments consist of cash, accounts payable and accrued liabilities, loans from a related party, and the warrant liability. 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, 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:

 

a. 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.

 

b. 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. Until the Company raises additional financing, it is entirely dependent on BriaCell to finance the Company’s operations. As of January 31, 2026, the Company has a negative working capital balance of $1,638,799 (July 31, 2025 – negative working capital of $1,148,492). The table below presents the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments:

 

  

Carrying

amount

  

Contractual

cash flows

  

Within

1 year

  

1-2

years

  

2-5

years

  

5+

years

 
Accrued expenses and other payables  $32,688   $32,688   $32,688   $     -   $      -   $     - 
Amounts owing to holding company   1,606,112    1,606,112    1,606,112                
   $1,638,800   $1,638,800   $1,638,800   $-   $-   $- 

 

F-13

 

 

BriaPro Therapeutics Corp.

Notes to the Condensed Interim Consolidated financial statements

For the three and six months ended January 31, 2026

(Unaudited)

(Expressed in US Dollars)

 

c. Market Risk

 

  i. 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.

 

  ii. Price Risk

 

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

 

  iii. Exchange Risk

 

The Company is exposed to foreign exchange risk as a portion of the Company’s transactions occur in Canadian Dollars 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 July 31, 2025, a 5% depreciation or appreciation of the Canadian dollar against the US dollar would not have a material effect on the in total loss and comprehensive loss.

 

d. Fair Values

 

The carrying values of accounts payable and accrued liabilities approximate their fair values due to their short terms to maturity.

 

Cash, is valued using quoted market prices in active markets. The warrant liability is measured using the Black-Scholes Option Pricing Model.

 

Capital management

 

The Company considers its capital to be comprised of shareholders’ equity. The Company’s objectives in managing its capital are to maintain its ability to continue as a going concern and to further develop its business. To effectively manage the Company’s capital requirements, the Company has a planning and budgeting process in place to meet its strategic goals. In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. Management reviews the capital structure on a regular basis to ensure the above objectives are met. There have been no changes to the Company’s approach to capital management during the six months ended January 31, 2026. There are no externally imposed restrictions on the Company’s capital.

 

NOTE 11: EVENTS AFTER THE REPORTING PERIOD

 

On February 18, 2026, the Company entered into a definitive purchase agreement (the “Purchase Agreement”) with BriaCell, pursuant to which the Company agreed to acquire BriaCell’s exclusive license to develop and commercialize Soluble CD80 (“sCD80”) as a biologic agent for the treatment of cancer and certain related assets (the “Transaction”).

 

Under the terms of the Purchase Agreement, the Company will obtain worldwide rights to develop and commercialize sCD80 as a therapeutic agent for the treatment of cancer. The underlying intellectual property is owned by the University of Maryland, Baltimore County (“UMBC”), which retains all rights, title, and interest in the inventions and patents, subject to certain rights retained by the United States Government. Upon commercialization of the product, the Company will be required to pay royalties of 2% to UMBC, together with certain additional development-related payments.

 

In connection with the Transaction, BriaCell has agreed to make available to the Company a credit facility of up to $3,000,000 to fund research and development activities related to sCD80. 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 availability of the credit facility, the Company will issue 23,972,589 common shares to BriaCell with an aggregate value of approximately C$1.18 million, which is expected to increase BriaCell’s ownership interest in the Company to approximately 78% following completion of the Transaction.

 

Completion of the Transaction is subject to customary closing conditions, including approval by the disinterested shareholders of the Company and receipt of an independent third-party valuation confirming that the Transaction is occurring at fair market value. In accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, BriaCell’s shareholdings were excluded from voting on the resolution approving the Transaction.

 

On March 5, 2026, the disinterested shareholders of the Company approved the Transaction and the Transaction closed on March 30, 2026.

 

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