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)

SEC Form 10-Q filed by BriaCell Therapeutics Corp.