Full Press Release Details
INTERIM FINANCIAL STATEMENTS
THE THREE AND NINE MONTH PERIOD ENDED APRIL 30, 2024
in United States Dollars)
OF NO AUDITOR REVIEW OF THE
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed
interim financial statements, they must be accompanied by a notice indicating that the condensed interim financial statements have not
been reviewed by an auditor.
accompanying unaudited condensed interim financial statements of BriaPro Therapeutics Corp. ("BriaPro", the "Company")
for the three and ninenine months periods ended April 30, 2024 have been prepared by and are the responsibility of the Company's
management, and have not been reviewed by the Company's auditors.
Condensed Interim Statements of Financial Position
| April 30, 2024 | 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) | 203,614 | - | ||||||
| Total non-current assets | 203,614 | - | ||||||
| Total assets | $ | 203,614 | $ | 1 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Due to related parties (Note 8) | $ | 302,605 | $ | - | ||||
| Accrued expenses and other payables | 54,129 | - | ||||||
| Total current liabilities | 356,734 | - | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Warrant liability (Note 6) | 148,805 | - | ||||||
| Total non-current liabilities | 148,805 | - | ||||||
| SHAREHOLDERS' EQUITY (DEFICIT): | ||||||||
| Share capital (Note 6) | 1 | 1 | ||||||
| Share-based payment reserve (Note 6) | 34,514 | - | ||||||
| Accumulated deficit | (336,439 | ) | - | |||||
| Total shareholders' equity (deficit) | (301,924 | ) | 1 | |||||
| Total liabilities and shareholders' equity (deficit) | $ | 203,615 | $ | 1 |
Condensed interim financial statements were approved and authorized for issue on behalf of the Board of Directors on June 14, 2024 by:
| On behalf of the Board: | ||
| "Martin Schmieg" | "William Williams" | |
| Director | Director |
accompanying notes are an integral part of these condensed interim financial statements.
Condensed Interim Statement of Operations and Comprehensive Loss
the three and nine months ended April 30, 2024
| Three months ended April 30, | Nine months ended April 30, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Research and development expenses (Note 8 and 9) | $ | 58,686 | 227,249 | |||||
| General and administrative expenses (Note 8 and 10) | 51,217 | 139,711 | ||||||
| Operating Loss | (109,903 | ) | (366,960 | ) | ||||
| Change in fair value of warrant liability (Note 6d) | 39,316 | 50,402 | ||||||
| Foreign exchange loss | 30 | 41 | ||||||
| Total operating loss and comprehensive loss | (70,557 | ) | (316,517 | ) | ||||
| Basic and diluted weighted average loss per share | (0.002 | ) | (0.010 | ) | ||||
| Basic and diluted weighted average number of shares | $ | 31,789,738 | 31,789,738 |
The Company was incorporated on May 15, 2023 and therefore no comparative numbers are presented.
accompanying notes are an integral part of these condensed interim financial statements.
Interim Statement of Changes in Shareholder's Equity (Deficit)
the three and nine months ended April 30, 2024
| 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 equity (Deficit) | ||||||||||||||||
| Balance January 31, 2024 | 47,945,178 | $ | 1 | 34,514 | $ | (265,882 | ) | $ | (231,367 | ) | ||||||||||
| Loss for the period | - | - | (70,557 | ) | (70,557 | ) | ||||||||||||||
| Balance, April 30, 2024 | 47,945,178 | $ | 1 | 34,514 | $ | (336,439 | ) | $ | (301,924 | ) |
accompanying notes are an integral part of these condensed interim financial statements.
Interim Statement of Cash Flows
the nine months ended April 30, 2024
| For the nine Months Ended April 30, 2024(*) | ||||
| Cash flow from operating activities | ||||
| Net loss | $ | (316,517 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation and amortization | 10,185 | |||
| Change in fair value of warrants | (50,402 | ) | ||
| Changes in assets and liabilities: | ||||
| Increase in due to related parties | 302,605 | |||
| Increase in accrued expenses and other payables | 54,129 | |||
| 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 | $ | (19,922 | ) |
The Company was incorporated on May 15, 2023 and therefore no comparative numbers are presented.
accompanying notes are an integral part of these condensed interim financial statements.
to the Condensed Interim Financial Statements
the nine months ended April 30, 2024
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. |
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 $265,882 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. |
to the Condensed Interim Financial Statements
the nine months ended April 30, 2024
2: BASIS OF PRESENTATION
| 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 April 30, 2024. | ||
| 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. |
| 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. |
to the Condensed Interim Financial Statements
the nine months ended April 30, 2024
3: SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
accounting policies and use of estimates and judgments described below have been applied consistently in these condensed interim financial
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.
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.
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 Financial Statements
the nine months ended April 30, 2024
4: INTANGIBLE ASSETS. NET
intangible assets with finite lives consisted of the following as of April 30, 2024 and July 31, 2023:
| April 30, 2024 | July 31, 2023 | |||||||
| Patents | $ | 213,800 | $ | - | ||||
| Gross intangible assets | - | - | ||||||
| Less - accumulated amortization | (10,185 | ) | - | |||||
| Intangible assets, net | $ | 203,615 | $ | - |
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
authorized share capital consists of an unlimited number of common shares with no par value ("Share").
Issued share capital
Share Purchase Warrants
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 8,168,302 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 Financial Statements
the nine months ended April 30, 2024
5: SHARE CAPITAL (CONTINUED)
Warrant liability continuity
| Warrants liability | ||||
| Balance as of July 31, 2023 | $ | - | ||
| Liability as of the Arrangement date (August 31, 2023) | 199,207 | |||
| Change in fair value during the period (*) | (39,316 | ) | ||
| Balance as of April 30, 2024 | $ | 148,805 |
key inputs used in the valuation of the of the warrants as of April 30, 2024 were as follows:
| August 31, 2023 (Effective Date) | April 30, 2024 | |||||||
| Share price | $ | 0.0365 | $ | 0.0365 | ||||
| Exercise price | $ | 0.0206-0.0318 | $ | 0.0206-0.0318 | ||||
| Expected life (years) | 2.21-3.27 | 1.55-2.60 | ||||||
| Volatility | 100 | % | 69-74 | % | ||||
| Dividend yield | 0 | % | 0 | % | ||||
| Risk free rate | 4.40 | % | 4.23-4.34 | % |
6: SHARE-BASED COMPENSATION
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").
to the Arrangement, all Briacell option holders received the same amount of BriaPro options ("BriaPro Option") under the
BriaPro incentive plan. The exercise price of the BriaCell options will be apportioned between the BriaCell options and the BriaPro options,
one (1) BriaPro Option to acquire one (1) Share shall have an exercise price equal to the product obtained by multiplying the original
exercise price of the BriaCell Option by the quotient obtained by dividing (A) the fair market value of a BriaPro Share at the Effective