Full Press Release Details
BRIAPRO THERAPEUTIC CORP.
CONDESED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2023
(Expressed in United States Dollars)
BriaPro Therapeutics Corp.
Unaudited Condensed Interim Statements of Financial
As at October 31, 2023
(Expressed in US Dollars)
| October 31, 2023 | July 31, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 1 | $ | 1 | ||||
| Total current assets | 1 | 1 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Intangible assets, net (Note 5) | 211,250 | - | ||||||
| Total non-current assets | 211,250 | - | ||||||
| Total assets | $ | 211,251 | $ | 1 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Due to related parties (Note 8) | $ | 75,083 | $ | - | ||||
| Accrued expenses and other payables | 54,131 | - | ||||||
| Total current liabilities | 129,214 | - | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Warrant liability (Note 6) | 195,470 | - | ||||||
| Total non-current liabilities | 195,470 | - | ||||||
| SHAREHOLDERS' EQUITY (DEFICIT): | ||||||||
| Share capital (Note 6) | 1 | 1 | ||||||
| Share-based payment reserve (Note 6) | 34,514 | - | ||||||
| Accumulated deficit | (147,948 | ) | - | |||||
| Total shareholders' equity (deficit) | (113,433 | ) | 1 | |||||
| Total liabilities and shareholders' equity (deficit) | $ | 211,251 | $ | 1 |
These Condensed interim financial statements were
approved and authorized for issue on behalf of the Board of Directors on December 14, 2023 by:
| On behalf of the Board: | ||
| "Martin Schmieg" | "William Williams" | |
| Director | Director |
The accompanying notes are an integral part of these
condensed interim financial statements.
BriaPro Therapeutics Corp.
Unaudited Condensed Interim Statement of Operations
and Comprehensive Loss
For the three months ended October 31, 2023
(Expressed in US Dollars)
| For the three month period ended October 31, 2023 (*) | ||||
| Research and development expenses (Note 8 and 9) | $ | 64,460 | ||
| General and administrative expenses (Note 8 and 10) | 67,303 | |||
| Operating Loss | (131,763 | ) | ||
| Change in fair value of warrant liability (Note 6d) | 3,737 | |||
| Total operating loss and comprehensive loss | $ | (128,026 | ) | |
| Basic and diluted weighted average loss per share | $ | (0.004 | ) | |
| Basic and diluted weighted average number of shares | 31,789,738 |
(*) The Company was incorporated on May 15, 2023 and
therefore no comparative numbers are presented.
The accompanying notes are an integral part of these
condensed interim financial statements.
BriaPro Therapeutics Corp.
Condensed Interim Statement of Changes in Shareholder's
For the three months ended October 31, 2023
(Expressed in US Dollars)
| Shares | Amount | Share based payment reserve | Accumulated deficit | Total shareholder' s equity (Deficit) | ||||||||||||||||
| Balance, May 15, 2023 | - | - | - | $ | - | $ | - | |||||||||||||
| Founder shares | 1 | $ | 1 | - | - | 1 | ||||||||||||||
| Loss for the period | - | - | - | - | ||||||||||||||||
| 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 | - | - | - | (128,026 | ) | (128,026 | ) | |||||||||||||
| Balance, October 31, 2023 | 47,945,178 | $ | 1 | 34,514 | $ | (147,948 | ) | $ | (113,433 | ) |
The accompanying notes are an integral part of these
condensed interim financial statements.
BriaPro Therapeutics Corp.
Condensed Interim Statement of Cash Flows
For the three months ended October 31, 2023
(Expressed in US Dollars)
| For the Three Months Ended October 31, 2023(*) | ||||
| Cash flow from operating activities | ||||
| Net loss | $ | (128,026 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation and amortization | 2,550 | |||
| Change in fair value of warrants | (3,737 | ) | ||
| Changes in assets and liabilities: | ||||
| Increase in due to related parties | 75,082 | |||
| Increase in accrued expenses and other payables | 54,131 | |||
| Total cash flow from operating activities | - | |||
| Change in cash and cash equivalents | - | |||
| Cash and cash equivalents at beginning of the period | 1 | |||
| Cash and cash equivalents at end of the period | $ | 1 | ||
| Significant non-cash transactions | ||||
| Intangibles acquired pursuant to the Arrangement | $ | 213,800 |
(*) The Company was incorporated on May 15, 2023 and
therefore no comparative numbers are presented.
The accompanying notes are an integral part of these
condensed interim financial statements.
BriaPro Therapeutics Corp.
Notes to the Condensed Interim Financial Statements
For the three months ended October 31, 2023
(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. As of July 31, 2023 the Company was inactive, however, following the completion of the Arrangement (as defined below), BriaPro is now 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. See note 6 for details. 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 receive one (1) common share of BriaPro ("Warrant Shares"). As a result of the Arrangement, 47,945,178 common shares were issued and outstanding and 2,131,400 stock options and 19,100 RSU's 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 RSU's 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 RSU's 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 assets transferred | $ | 213,800 | ||
| Accumulated Deficit | $ | (19,921 | ) | |
| Warrants | 199,207 | |||
| Options and RSU's | 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. | ||
| c. | The accompanying unaudited condensed interim 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 $128,026 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. 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 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 condensed interim 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. |
BriaPro Therapeutics Corp.
Notes to the Condensed Interim Financial Statements
For the three months ended October 31, 2023
(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 October 31, 2023.
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, 2023. The accompanying condensed interim financial statements should be read in conjunction with the Company's audited
financial statements for the period ended July 31, 2023.
b. Basis of presentation
The condensed interim 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 financial statements
have been prepared on a going concern basis, under the historical cost basis, except for financial instruments which have been measured
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.
BriaPro Therapeutics Corp.
Notes to the Condensed Interim Financial Statements
For the three months ended October 31, 2023
(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 financial statements.
preparation of condensed interim financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions
that affect the amounts reported in the condensed interim 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 financial statements, and the reported amount of expenses
during the reporting periods. Actual results could differ from those estimates.
Preparation of the condensed interim 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 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