Full Press Release Details
INTERIM FINANCIAL STATEMENTS
THE THREE AND SIX MONTH PERIOD ENDED JANUARY 31, 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 six months periods ended January 31, 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
| January 31, 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) | 207,431 | - | ||||||
| Total non-current assets | 207,431 | - | ||||||
| Total assets | $ | 207,432 | $ | 1 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Due to related parties (Note 8) | $ | 196,549 | $ | - | ||||
| Accrued expenses and other payables | 54,129 | - | ||||||
| Total current liabilities | 250,678 | - | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Warrant liability (Note 6) | 188,121 | - | ||||||
| Total non-current liabilities | 188,121 | - | ||||||
| SHAREHOLDERS' EQUITY (DEFICIT): | ||||||||
| Share capital (Note 6) | 1 | 1 | ||||||
| Share-based payment reserve (Note 6) | 34,514 | - | ||||||
| Accumulated deficit | (265,882 | ) | - | |||||
| Total shareholders' equity (deficit) | (231,367 | ) | 1 | |||||
| Total liabilities and shareholders' equity (deficit) | $ | 207,432 | $ | 1 |
Condensed interim financial statements were approved and authorized for issue on behalf of the Board of Directors on April 1, 2024
| 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 six months ended January 31, 2024
| Three months ended January 31, | Six months ended January 31, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Research and development expenses (Note 8 and 9) | $ | 104,103 | 168,536 | |||||
| General and administrative expenses (Note 8 and 10) | 21,191 | 88,494 | ||||||
| Operating Loss | (125,294 | ) | (257,057 | ) | ||||
| Change in fair value of warrant liability (Note 6d) | 7,349 | 11,086 | ||||||
| Total operating loss and comprehensive loss | (117,934 | ) | (245,960 | ) | ||||
| Basic and diluted weighted average loss per share | (0.004 | ) | (0.008 | ) | ||||
| 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 six months ended January 31, 2024
| 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 | - | $ | - | $ | - | ||||||||||||
| Issuance of shares and options pursuant to the Arrangement | 47,945,177 | - | 34,514 | (19,922 | ) | 14,592 | ||||||||||||||
| Loss for the period | - | - | - | (245,960 | ) | (245,960 | ) | |||||||||||||
| Balance, January 31, 2024 | 47,945,178 | $ | 1 | 34,514 | $ | (265,882 | ) | $ | (231,367 | ) |
| Shares | Amount | Share based payment reserve | Accumulated deficit | Total shareholder's equity (Deficit) | ||||||||||||||||
| Balance October 31, 2023 | 47,945,178 | $ | 1 | 34,514 | $ | (147,948 | ) | $ | (113,433 | ) | ||||||||||
| Loss for the period | - | - | (117,934 | ) | (117,934 | ) | ||||||||||||||
| Balance, January 31, 2024 | 47,945,178 | $ | 1 | 34,514 | $ | (265,882 | ) | $ | (231,367 | ) |
accompanying notes are an integral part of these condensed interim financial statements.
Interim Statement of Cash Flows
the six months ended January 31, 2024
| For the six Months Ended January 31, 2024(*) | ||||
| Cash flow from operating activities | ||||
| Net loss | $ | (245,960 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation and amortization | 6,368 | |||
| Change in fair value of warrants | (11,086 | ) | ||
| Changes in assets and liabilities: | ||||
| Increase in due to related parties | 196,549 | |||
| 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 six months ended January 31, 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 six months ended January 31, 2024
2: BASIS OF PRESENTATION
Statement of Compliance:
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 January 31, 2024.
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.
Basis of presentation
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.
Basis of Measurement:
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 at fair value.
Functional Currency and Presentation Currency:
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 Financial Statements
the six months ended January 31, 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 six months ended January 31, 2024
4: INTANGIBLE ASSETS. NET
intangible assets with finite lives consisted of the following as of January 31, 2024 and July 31, 2023:
| January 31, 2024 | July 31, 2023 | |||||||
| Patents | $ | 213,800 | $ | - | ||||
| Gross intangible assets | - | - | ||||||
| Less - accumulated amortization | (6,369 | ) | - | |||||
| Intangible assets, net | $ | 207,431 | $ | - |
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