Full Press Release Details
BRIAPRO THERAPEUTIC CORP.
CONDESED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIOD ENDED APRIL
(Expressed in United States Dollars)
NOTICE TO SHAREHOLDERS
The accompanying Unaudited Condensed Interim Consolidated
Financial Statements of BriaPro Therapeutics Corp.. for the three and nine month periods ended April 30, 2025 and 2024 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.
BriaPro Therapeutics Corp.
Unaudited Condensed Interim Consolidated Statements
of Financial Position
As at April 30, 2025
(Expressed in US Dollars)
| April 30, 2025 | July 31, 2024 | |||||||
| (Audited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 1 | $ | 1 | ||||
| Total current assets | 1 | 1 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Intangible assets, net (Note 4) | 188,342 | 199,796 | ||||||
| Total non-current assets | 188,342 | 199,796 | ||||||
| Total assets | $ | 188,343 | $ | 199,797 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Due to related parties (Note 7) | $ | 937,432 | $ | 424,654 | ||||
| Accrued expenses and other payables | - | 30,996 | ||||||
| Total current liabilities | 937,432 | 455,650 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Warrant liability (Note 5d) | 176,409 | 149,841 | ||||||
| Total non-current liabilities | 176,409 | 149,841 | ||||||
| SHAREHOLDERS' DEFICIT: | ||||||||
| Share capital (Note 5) | 1 | 1 | ||||||
| Share-based payment reserve (Note 5) | 34,514 | 34,514 | ||||||
| Accumulated deficit | (960,013 | ) | (440,209 | ) | ||||
| Total shareholders' deficit | (925,498 | ) | (405,694 | ) | ||||
| Total liabilities and shareholders' deficit | $ | 188,343 | $ | 199,797 |
These Condensed interim consolidated financial statements
were approved and authorized for issue on behalf of the Board of Directors on June 16, 2025 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.
BriaPro Therapeutics Corp.
Condensed Interim Consolidated Statement of Operations
and Comprehensive Loss
For the three and nine months ended April 30, 2025
(Expressed in US Dollars)
| Three months ended April 30, | Nine months ended April 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development expenses (Note 8) | $ | 177,096 | $ | 58,686 | $ | 307,119 | 227,249 | |||||||||
| General and administrative expenses (Note 9) | 106,105 | 51,217 | 186,117 | 139,711 | ||||||||||||
| Operating loss | (283,201 | ) | (109,903 | ) | (493,236 | ) | (366,960 | ) | ||||||||
| Change in fair value of warrant liability (Note 5d) | (3,418 | ) | 39,316 | (26,568 | ) | 50,402 | ||||||||||
| Foreign exchange loss | - | 30 | - | 41 | ||||||||||||
| Total operating loss and comprehensive loss | (286,619 | ) | (70,557 | ) | (519,804 | ) | (316,517 | ) | ||||||||
| Basic and diluted weighted average loss per share | $ | (0.007 | ) | $ | (0.002 | ) | $ | (0.012 | ) | $ | (0.010 | ) | ||||
| Basic and diluted weighted average number of shares | 43,884,247 | 31,789,738 | 43,884,247 | 31,789,738 |
The accompanying notes are an integral part of these
condensed interim consolidated financial statements.
BriaPro Therapeutics Corp.
Condensed Interim Statement of Changes in Shareholder's
For the three and nine months ended April 30, 2025
(Expressed in US Dollars)
| Shares | Amount | Share based payment reserve | Accumulated deficit | Total shareholder's deficit | ||||||||||||||||
| Balance January 31, 2024 | 47,945,178 | $ | 1 | 34,514 | $ | (265,882 | ) | $ | (231,367 | ) | ||||||||||
| Loss for the period | - | - | (70,577 | ) | (70,557 | ) | ||||||||||||||
| Balance, April 30, 2024 | 47,945,178 | $ | 1 | 34,514 | $ | (336,439 | ) | $ | (301,924 | ) |
| Shares | Amount | Share based payment reserve | Accumulated deficit | Total shareholder's equity (deficit) | ||||||||||||||||
| Balance July 31, 2023 | 1 | $ | 1 | - | $ | - | $ | 1 | ||||||||||||
| Issuance of shares and options pursuant to the Arrangement | 47,945,177 | - | 34,514 | (19,922 | ) | 14,592 | ||||||||||||||
| Loss for the period | - | - | - | (316,517 | ) | (316,517 | ) | |||||||||||||
| Balance, April 30, 2024 | 47,945,178 | $ | 1 | 34,514 | $ | (336,439 | ) | $ | (301,924 | ) |
| Shares | Amount | Share based payment reserve | Accumulated deficit | Total shareholder's deficit | ||||||||||||||||
| Balance January 31, 2025 | 47,945,178 | $ | 1 | 34,514 | $ | (673,394 | ) | $ | (638,879 | ) | ||||||||||
| Loss for the period | - | - | - | (286,619 | ) | (286,619 | ) | |||||||||||||
| Balance, April 30, 2025 | 47,945,178 | $ | 1 | 34,514 | $ | (960,013 | ) | $ | (925,498 | ) |
| Shares | Amount | Share based payment reserve | Accumulated deficit | Total shareholder's deficit | ||||||||||||||||
| Balance July 31, 2024 | 47,945,178 | $ | 1 | 34,514 | $ | (440,209 | ) | $ | (405,694 | ) | ||||||||||
| Loss for the period | - | - | - | (519,804 | ) | (519,804 | ) | |||||||||||||
| Balance, April 30, 2025 | 47,945,178 | $ | 1 | 34,514 | $ | (960,013 | ) | $ | (925,498 | ) |
The accompanying notes are an integral part of these
condensed interim consolidated financial statements.
BriaPro Therapeutics Corp.
Condensed Interim Statement of Cash Flows
For the three and nine months ended April 30, 2025
(Expressed in US Dollars)
| For the Nine Months Ended April 30, 2025 | For the Nine Months Ended April 30, 2024 | |||||||
| Cash flow from operating activities | ||||||||
| Net loss | $ | (519,804 | ) | $ | (316,517 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 11,453 | 10,185 | ||||||
| Change in fair value of warrants | 26,568 | (50,402 | ) | |||||
| Changes in assets and liabilities: | ||||||||
| Increase in due to related parties | 512,779 | 302,605 | ||||||
| Increase (decrease) in accrued expenses and other payables | (30,996 | ) | 54,129 | |||||
| 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 | ||||
| Significant non-cash transactions | ||||||||
| Intangibles acquired pursuant to the Arrangement | $ | - | $ | (19,922 | ) |
The accompanying notes are an integral part of these
condensed interim consolidated financial statements.
BriaPro Therapeutics Corp.
Notes to the Condensed Interim consolidated financial
For the three and nine months ended April 30, 2025
(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 PKC inhibitors for multiple indications including cancer. The Company's head office is located at 235 15 th 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 (PKC ) inhibitors for multiple indications including cancer (the "BriaPro Assets"), were spun-out to the Company. |
Pursuant to the terms of the Arrangement, the Company
has acquired the entire right and interest in and to the BriaPro Assets in consideration for the issuance by the Company to BriaCell of
the Company's common shares. Under the terms of the Arrangement, for each BriaCell share held immediately prior to closing, BriaCell
Shareholders received one (1) common share of BriaPro.
In addition, in connection with the Arrangement, each
BriaCell warrant in issue at the time of the Arrangement ("Briacell Legacy Warrants") entitled the holder thereof to receive,
upon the exercise thereof one BriaCell Share and one BriaPro Share for the original exercise price ("Warrant Shares"). On
January 3, 2025, the Briacell approved a 1-for-15 reverse stock split, which became effective on January 24, 2025 ("BCT Reverse
Stock Split") and therefore, as of January 25, 2025 15 Briacell Legacy Warrants will be exercisable into one BriaPro share. The
total number of potential BriaPro shares remains unchanged at 8,168,302 BriaPro shares, see note 5(c).
As a result of the Arrangement, 47,945,177 common
shares were issued and outstanding and 2,131,400 stock options and 19,100 RSUs were issued. BriaCell beneficially owns or controls approximately
31,963,452 common shares, representing 2/3rd of the issued and outstanding common shares.
In accordance with IFRS, management determined that
the Arrangement does not meet the definition of a business combination as the BriaPro Assets met the concentration test. Further, management
asserts that BriaPro had not yet achieved commercial operations and was still in the Research stage at the time of the Arrangement (hence
there were no significant inputs, processes and outputs as defined in IFRS 3 as characteristics of a business).
Consequently, the Transaction has been recorded as
an asset acquisition and the Company recorded the carrying value of the intangible assets acquired from BriaCell.
The shares, options and RSUs issued on the Effective
Date along with the Warrant Share obligation are considered as part of the transaction. The carrying value of the BriaPro Assets at the
Effective Date were $213,800. The warrants will be recorded as a liability at their fair value on the Effective Date and revalued at reach
reporting period. The options and RSUs will be recorded at their fair value on the Effective Date in the share based payments reserve
and the balance will be recorded in share capital.
The table below summarizes the breakdown
of the consideration at the Effective date:
| August 31, 2023 | ||||
| Value of the asset (patent) transferred | $ | 213,800 | ||
| Accumulated Deficit | $ | (19,921 | ) | |
| Warrants | 199,207 | |||
| Options and RSUs | 34,514 | |||
| Total consideration paid | $ | 213,800 |
Transition Services Agreement
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.
BriaPro Therapeutics Corp.
Notes to the Condensed Interim Consolidated financial
For the three and nine months ended April 30, 2025
(Expressed in US Dollars)
NOTE 2: BASIS OF PRESENTATION
a. Statement of Compliance:
The Company prepares its unaudited condensed interim