Full Press Release Details
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THE THREE MONTH PERIOD ENDED OCTOBER 31, 2025
in United States Dollars)
accompanying Unaudited Condensed Interim Consolidated Financial Statements of BriaPro Therapeutics Corp. for the three month periods
ended October 31, 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.
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.
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.
Condensed Interim Consolidated Statements of Financial Position
| October 31, 2025 | 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) | 180,707 | 184,525 | ||||||
| Total non-current assets | 180,707 | 184,525 | ||||||
| Total assets | $ | 180,708 | $ | 184,526 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Due to related parties (Note 7) | $ | 1,311,743 | $ | 1,121,053 | ||||
| Accrued expenses and other payables | 91,377 | 27,440 | ||||||
| Total current liabilities | 1,403,120 | 1,148,493 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Warrant liability (Note 5d) | 168,236 | 181,943 | ||||||
| Total non-current liabilities | 168,236 | 181,943 | ||||||
| SHAREHOLDERS' DEFICIT: | ||||||||
| Share capital (Note 5) | 1 | 1 | ||||||
| Share-based payment reserve (Note 5) | 34,514 | 34,514 | ||||||
| Accumulated deficit | (1,425,163 | ) | (1,180,425 | ) | ||||
| Total shareholders' deficit | (1,390,648 | ) | (1,145,910 | ) | ||||
| Total liabilities and shareholders' deficit | $ | 180,708 | $ | 184,526 |
Condensed interim consolidated financial statements were approved and authorized for issue on behalf of the Board of Directors on December
| On behalf of the Board: | ||
| "Martin Schmieg" | "William Williams" | |
| Director | Director |
accompanying notes are an integral part of these condensed interim consolidated financial statements.
Interim Consolidated Statement of Operations and Comprehensive Loss
the three months ended October 31, 2025
| For the three month period ended October 31, 2025 | For the three month period ended October 31, 2024 | |||||||
| Research and development expenses (Note 8) | $ | 237,501 | $ | 48,500 | ||||
| General and administrative expenses (Note 9) | 20,944 | 22,503 | ||||||
| Operating Loss | (258,445 | ) | (71,003 | ) | ||||
| Change in fair value of warrant liability (Note 5d) | 13,707 | (11,120 | ) | |||||
| Total operating loss and comprehensive loss | $ | (244,738 | ) | $ | (82,123 | ) | ||
| Basic and diluted weighted average loss per share | $ | (0.006 | ) | $ | (0.002 | ) | ||
| Basic and diluted weighted average number of shares | 43,884,247 | 43,884,247 |
accompanying notes are an integral part of these condensed interim consolidated financial statements.
Interim Statement of Changes in Shareholder's Equity (Deficit)
the three months ended October 31, 2025
| 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 | - | - | - | (82,123 | ) | (82,123 | ) | |||||||||||||
| Balance, October 31, 2024 | 47,945,178 | $ | 1 | 34,514 | $ | (522,332 | ) | $ | (487,817 | ) |
| 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 | - | - | - | (244,738 | ) | (244,738 | ) | |||||||||||||
| Balance, October 31, 2025 | 47,945,178 | $ | 1 | 34,514 | $ | (1,425,163 | ) | $ | (1,390,648 | ) |
accompanying notes are an integral part of these condensed interim consolidated financial statements.
Interim Statement of Cash Flows
the three months ended October 31, 2025
| For the Three Months Ended October 31, 2025 | For the Three Months Ended October 31, 2024 | |||||||
| Cash flow from operating activities | ||||||||
| Net loss | $ | (244,738 | ) | $ | (82,123 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 3,818 | 3,818 | ||||||
| Change in fair value of warrants | (13,707 | ) | 11,120 | |||||
| Changes in assets and liabilities: | ||||||||
| Increase in due to related parties | 190,690 | 79,055 | ||||||
| Increase (decrease) in accrued expenses and other payables | 63,937 | (11,870 | ) | |||||
| 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 |
accompanying notes are an integral part of these condensed interim consolidated financial statements.
to the Condensed Interim consolidated financial statements
the three months ended October 31, 2025
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. See note 5c and note 7 for 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 $1,425,163 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. |
to the Condensed Interim Consolidated financial statements
the three months ended October 31, 2025
2: BASIS OF PRESENTATION
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.
policies applied in these condensed interim consolidated financial statements are based on IFRS effective as of October 31, 2025.
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.
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.
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.
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.
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.
to the Condensed Interim Consolidated financial statements
the three months ended October 31, 2025
3: SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
accounting policies and use of estimates and judgments described below have been applied consistently in these condensed interim consolidated
financial statements.
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.
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.
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.
liability and equity incentive grants
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.
to the Condensed Interim Consolidated financial statements
the three months ended October 31, 2025
4: INTANGIBLE ASSETS. NET
intangible assets with finite lives consisted of the following as of October 31, 2025 and July 31, 2025:
| October 31, 2025 | July 31, 2025 | |||||||
| Patents | $ | 213,800 | $ | 213,800 | ||||
| Less - accumulated amortization | (33,093 | ) | (29,274 | ) | ||||
| Intangible assets, net | $ | 180,707 | $ | 184,526 |
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.
authorized share capital consists of an unlimited number of common shares with no par value ("Share").
There were no issuances of Shares
during the three month period ended October 31, 2025.
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.
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").
of the date of this report there are issued and outstanding an aggregate of 8,121,650 BriaCell Warrants as follows:
| Number of Briacell Warrants (*) | BriaPro Pro-rata Warrant Proceeds(*) | Expiry Date | ||||||
| 51,698 | $ | 1,062 | November 16, 2025 | |||||
| 3,896,809 | 106,216 | February 26, 2026 - April 26, 2026 | ||||||
| 4,173,143 | 132,536 | June 7, 2026 - December 7, 2026 | ||||||
| 4,890 | 100 | November 16, 2025 | ||||||
| 17,074 | 465 | February 26, 2026 | ||||||
| 24,688 | 784 | June 7, 2026 | ||||||
| 8,168,302 | $ | 241,163 |
The number of Shares issuable and proceeds, should the BriaCell Warrants be exercised.
to the Condensed Interim Consolidated financial statements
the three months ended October 31, 2025