Full Press Release Details
Financial Statements
the Years Ended July 31, 2021 and 2020
in United States Dollars
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
the Board of Directors and Shareholders of BriaCell Therapeutics Corp.
on the Consolidated Financial Statements
have audited the accompanying consolidated statements of financial position of BriaCell Therapeutics Corp. (the Company) as of July 31,
2021 and 2020, and the related consolidated statements of operations and comprehensive profit loss, cash flows, and changes in shareholders'
equity for each of the three years ended July 31, 2021, and the related notes (collectively referred to as the consolidated financial
our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the
Company as of July 31, 2021 and 2020, and the results of its consolidated operations and its consolidated cash flows for each of the
three years ended July 31, 2021 in conformity with International Financial Reporting Standards as issued by the International Accounting
in Accounting Policy
discussed in Note 2 to the consolidated financial statements, the Company has changed its presentation currency from Canadian dollars
to U.S. dollars. The change in presentation currency is as of May 1, 2021, and this change has been retrospectively applied in the consolidated
financial statements.
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Professional Accountants
have served as the Company's auditor since 2015.
Statements of Financial Position
As at July 31, 2021 and 2020
| July 31, 2021 | July 31, 2020 Restated (Note 2) | August 1, 2019 Restated (Note 2) | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash | $ | 57,268,685 | $ | 21,249 | 157,034 | |||||||
| Amounts receivable | 12,574 | 22,515 | 2,816 | |||||||||
| Prepaid expenses | 516,891 | 217,699 | 8,683 | |||||||||
| Total current assets | 57,798,150 | 261,463 | 168,533 | |||||||||
| Investments | 2 | 2 | 2 | |||||||||
| Intellectual property (Note 4) | 245,610 | 260,866 | 276,121 | |||||||||
| Total Assets | $ | 58,043,762 | $ | 522,331 | 444,656 | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities (Note 10) | $ | 556,795 | $ | 3,714,012 | 810,794 | |||||||
| Short term loans (Note 5(a)) | - | 249,799 | 322,526 | |||||||||
| Total current liabilities | 556,795 | 3,963,811 | 1,133,320 | |||||||||
| Long term liabilities | ||||||||||||
| Warrant liability (Note 6) | 199,458 | - | - | |||||||||
| Government loans (Note 5(b)) | 25,986 | 155,940 | - | |||||||||
| Total long term liabilities | 225,444 | 155,940 | - | |||||||||
| Shareholders' equity (deficit) | ||||||||||||
| Share capital (Note 7) | 54,782,633 | 12,263,858 | 11,112,255 | |||||||||
| Share-based payment reserve (Note 8) | 2,178,130 | 597,551 | 709,798 | |||||||||
| Warrant reserve (Note 7) | 16,193,475 | 1,849,335 | 2,336,540 | |||||||||
| Accumulated other comprehensive loss | (138,684 | ) | (138,684 | ) | (101,176 | ) | ||||||
| Deficit | (15,754,031 | ) | (18,169,480 | ) | (14,746,082 | ) | ||||||
| Total shareholders' equity (deficit) | 57,261,523 | (3,597,420 | ) | (688,664 | ) | |||||||
| Total liabilities and shareholders' equity (deficit) | 58,043,762 | 522,331 | 444,656 |
of Operations (Note 1)
After the Reporting Period (Note 16)
consolidated financial statements were approved and authorized for issue on behalf of the Board of Directors on October 28, 2021 by:
| On behalf of the Board: | |||
| " Jamieson Bondarenko " | "William Williams" | ||
| Director | Director |
accompanying notes are an integral part of these consolidated financial statements.
Statements of Operations and Comprehensive Loss
the Years Ended July 31, 2021, 2020 and 2019
(Expressed in US Dollars)
| Year Ended | ||||||||||||
| July 31, 2021 | July 31, 2020 Restated (Note 2) | August 1, 2019 Restated (Note 2) | ||||||||||
| Expenses: | ||||||||||||
| Research and development costs (Note 13) | $ | 1,315,496 | $ | 2,425,838 | $ | 4,002,676 | ||||||
| General and administration costs (Note 14) | 3,689,776 | 1,511,915 | 1,013,000 | |||||||||
| Share-based compensation (Note 8) | 1,968,226 | 1,686 | 49,317 | |||||||||
| Total Expenses | 6,973,498 | 3,939,439 | 5,064,993 | |||||||||
| Operating Loss | (6,973,498 | ) | (3,939,439 | ) | (5,064,993 | ) | ||||||
| Interest income | 3,149 | - | 9,771 | |||||||||
| Interest expense (Note 5) | (46,095 | ) | (29,480 | ) | (25,492 | ) | ||||||
| Change in fair value of warrant liability (Note 6) | 8,963,348 | - | - | |||||||||
| Change in fair value of convertible loan (Note 6) | - | (64,385 | ) | 342,357 | ||||||||
| Gain on government grant | 3,691 | 23,284 | - | |||||||||
| Loss on extinguishment of debt (Note 7(b)(vi)), Note 5(c)) | (201,138 | ) | - | - | ||||||||
| Foreign exchange loss | (2,177,791 | ) | (14,516 | ) | 25,568 | |||||||
| 6,545,164 | (85,097 | ) | 352,204 | |||||||||
| Loss for the Year | (428,334 | ) | (4,024,536 | ) | (4,712,789 | ) | ||||||
| Foreign currency translation adjustment | - | (37,508 | ) | (15,288 | ) | |||||||
| Comprehensive Loss for the Year | $ | (428,334 | ) | $ | (4,062,044 | ) | $ | (4,728,077 | ) | |||
| Basic and Diluted Profit (Loss) Per Share | $ | (0.09 | ) | $ | (5.64 | ) | $ | (8.13 | ) | |||
| Weighted Average Number Of Shares Outstanding | 4,519,579 | 713,889 | 579,664 |
accompanying notes are an integral part of these consolidated financial statements.
Statements of Cash Flows
the Years Ended July 31, 2021, 2020 and 2019
| Year Ended | ||||||||||||
| July 31, 2021 | July 31, 2020 Restated (Note 2) | August, 1 2019 Restated (Note 2) | ||||||||||
| Cash flow from operating activities | ||||||||||||
| Net loss for the year | $ | (428,334 | ) | $ | (4,024,536 | ) | $ | (4,712,789 | ) | |||
| Items not affecting cash: | ||||||||||||
| Depreciation and amortization | 15,256 | 15,255 | 15,257 | |||||||||
| Share-based compensation | 1,968,226 | 1,686 | 49,317 | |||||||||
| Interest expense | 46,095 | 29,480 | - | |||||||||
| Foreign exchange adjustments | - | 5,075 | - | |||||||||
| Gain from government grant | 3,691 | (23,284 | ) | - | ||||||||
| Expensed share issue costs in public offering | 1,793,527 | - | - | |||||||||
| Loan forgiveness | (127,030 | ) | - | - | ||||||||
| Loss on extinguishment of settlement of debt | 226,372 | - | - | |||||||||
| Change in fair value of convertible debt | - | 64,385 | (342,356 | ) | ||||||||
| Change in fair value of warrants | (8,963,348 | ) | - | - | ||||||||
| Changes in non-cash working capital: | ||||||||||||
| Amounts receivable | 9,941 | (22,515 | ) | 12,630 | ||||||||
| Prepaid expenses | (100,984 | ) | (217,760 | ) | 111,573 | |||||||
| Security deposits | - | - | 140,806 | |||||||||
| Accounts payable and accrued liabilities | (2,191,063 | ) | 2,906,313 | 578,318 | ||||||||
| (7,747,651 | ) | (1,265,901 | ) | (4,147,245 | ) | |||||||
| Cash flow from investing activities | ||||||||||||
| Change in short-term investments | - | - | 1,091,609 | |||||||||
| - | - | 1,091,609 | ||||||||||
| Cash flow from financing activities | ||||||||||||
| Proceeds from private placement, net | 24,695,195 | 1,151,601 | 2,420,286 | |||||||||
| Proceeds from public offering, net | 26,927,142 | - | - | |||||||||
| Proceeds from exercise of warrants | 13,705,685 | - | 113,960 | |||||||||
| Repayment of unsecured convertible loan | (309,645 | ) | (388,733 | ) | - | |||||||
| Proceeds from issuance of unsecured convertible loan | 215,710 | |||||||||||
| Proceeds from receipt of short-term loans | - | 411,199 | (95,678 | ) | ||||||||
| Repayment of short-term loans | (239,000 | ) | - | - | ||||||||
| 64,995,087 | 1,174,067 | 2,438,568 | ||||||||||
| Increase in cash | 57,247,436 | (91,834 | ) | (617,067 | ) | |||||||
| Effects of charnges in foreign exchage | - | (43,951 | ) | 10,204 | ||||||||
| Cash, beginning of the year | 21,249 | 157,034 | 763,897 | |||||||||
| Cash, end of the year | $ | 57,268,685 | $ | 21,249 | $ | 157,034 | ||||||
| Supplementary information: | ||||||||||||
| Significant non-cash transactions | ||||||||||||
| Shares issued for settlement of debt | $ | 329,670 | $ | - | $ | - | ||||||
| Forgiveness of government grant | $ | 144,542 | $ | - | $ | - |
accompanying notes are an integral part of these consolidated financial statements.
Statements of Changes in Shareholders' Equity
the Years Ended July 31, 2020, 2019 and 2018
| SHARE CAPITAL | SHARE-BASED | ACCUMULATED OTHER | TOTAL SHAREHOLDERS' | |||||||||||||||||||||||||
| SHARES | AMOUNT | PAYMENT RESERVE | WARRANT RESERVE | COMPREHENSIVE PROFIT (LOSS) | ACCUMULATED DEFICIT | EQUITY (DEFICIT) | ||||||||||||||||||||||
| Balance, July 31, 2018 | 529,655 | $ | 8,313,524 | $ | 736,877 | $ | 2,366,573 | $ | (85,888 | ) | $ | (10,328,884 | ) | $ | 1,002,202 | |||||||||||||
| Issuance of shares and warrants on conversion of Convertible Notes (Note 7(b)(i)) | 22,488 | 332,210 | - | 216,952 | - | - | 549,162 | |||||||||||||||||||||
| Exercise of warrants (Note 7(b)(ii)) | 3,333 | 141,750 | - | (27,790 | ) | - | - | 113,960 | ||||||||||||||||||||
| Private Placement (Note 7(b)(iii)) | 99,117 | 2,324,771 | - | - | - | 2,324,771 | ||||||||||||||||||||||
| Expiration of warrants (Note 7(c)(i) and 7(d)(i)) | - | - | (219,195 | ) | - | 219,195 | - | |||||||||||||||||||||
| Expiration of options (Note 8(i)) | - | - | (76,396 | ) | - | - | 76,396 | - | ||||||||||||||||||||
| Share-based compensation (Note 8 (vi)) | - | - | 49,317 | - | - | - | 52,933 | |||||||||||||||||||||
| Foreign exchange translation | - | - | - | - | (15,288 | ) | - | (15,288 | ) | |||||||||||||||||||
| Loss for the year | - | - | - | - | - | (4,712,789 | ) | (4,712,789 | ) | |||||||||||||||||||
| Balance, July 31, 2019 | 654,593 | 11,112,255 | 709,798 | 2,336,540 | (101,176 | ) | (14,746,082 | ) | (688,665 | ) | ||||||||||||||||||
| Private Placement (Note 7(b)(iv)) | 40,300 | 688,889 | - | - | - | - | 688,889 | |||||||||||||||||||||
| Private Placement (Note 7(b)(v)) | 27,069 | 462,714 | - | - | - | - | 462,714 | |||||||||||||||||||||
| Expiration of warrants (Note 7(c)(ii),(Note 7(d)(ii)) | - | - | - | (487,205 | ) | - | 487,205 | - | ||||||||||||||||||||
| Expiration of options (Note 8(iii)) | - | - | (113,933 | ) | - | - | 113,933 | - | ||||||||||||||||||||
| Share-based compensation (Note 8(vi)) | - | - | 1,686 | - | - | - | 1,686 | |||||||||||||||||||||
| Foreign exchange translation | - | - | - | - | (37,508 | ) | - | (37,508 | ) | |||||||||||||||||||
| Loss for the year | - | - | - | - | - | (4,024,536 | ) | (4,024,536 | ) | |||||||||||||||||||
| Balance, July 31, 2020 | 721,962 | 12,263,858 | 597,551.00 | 1,849,335 | (138,684 | ) | (18,169,480 | ) | (3,597,420 | ) | ||||||||||||||||||
| Issuance of warrants on convertible debt | - | - | - | 43,980 | - | - | 43,980 | |||||||||||||||||||||
| Conversion feature (Note 5(c)) | - | 28,712 | - | - | - | 28,712 | ||||||||||||||||||||||
| Issuance of shares for debt (Note 7(b)(vi)) | 50,000 | 329,670 | - | - | - | 329,670 | ||||||||||||||||||||||
| Issuance of shares in public offering (Note 7(b)(vii)) | 6,764,705 | 12,357,799 | - | 790,148 | - | - | 13,147,947 | |||||||||||||||||||||
| Issuance of shares in private placement (Note7(b)(viii)) | 5,170,343 | 13,611,136 | - | 11,084,060 | - | - | 24,695,196 | |||||||||||||||||||||
| Reclassification of warrant liability (Note 6) | - | - | - | 6,621,347 | - | - | 6,621,347 | |||||||||||||||||||||
| Exercise of warrants (Note7(b)(ix)and (x)) | 2,562,573 | 16,191,458 | - | (2,595,927 | ) | - | - | 13,595,531 | ||||||||||||||||||||
| Expiration of warrants (Note7(c)(iii)) | - | - | - | (1,599,468 | ) | - | 1,599,468 | - | ||||||||||||||||||||
| Expiration and forfeiture of options (Note 8(iv)) | - | - | (387,647 | ) | - | - | 387,647 | - | ||||||||||||||||||||
| Issuance of options (Note 8(v)) | - | - | 1,968,226 | - | - | - | 1,968,226 | |||||||||||||||||||||
| Loss for the year | - | - | - | - | - | 428,334 | 428,334 | |||||||||||||||||||||
| Balance, July 31, 2021 | 15,269,583 | $ | 54,782,633 | $ | 2,178,130 | $ | 16,193,475 | $ | (138,684 | ) | $ | (15,754,031 | ) | $ | 57,261,523 |
accompanying notes are an integral part of these consolidated financial statements.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2021 and 2020
Nature of Operations
Therapeutics Corp. ("BriaCell" or the "Company") was incorporated under the Business Corporations Act (British
Columbia) on July 26, 2006 and is listed on the TSX Venture Exchange ("TSX Venture"). The Company trades on the TSX Venture
under the symbol "BCT.V". On February 24, 2021, the Company also trades on the Nasdaq Capital Market ("NASDAQ")
under the symbols "BCTX" and "BCTXW".[NY office]
Company's head office in Canada is located at Suite 300 - 235 West 15th Street, West Vancouver, British Columbia, V7T 2X1
and in the United States, the Company has an office located at 180 Varick Street, 6th Floor New York, NY 10014.
is an immuno-oncology biotechnology company. BriaCell owns the US patent to Bria-IMT , a whole-cell cancer vaccine (US Patent No.7674456)
(the "Patent"). The Company is currently advancing its immunotherapy program, Bria-IMT , to complete a 24-subject Phase
I/IIa clinical trial and by research activities in the context of BriaDx , a companion diagnostic test to identify patients likely
benefitting from Bria-IMT .
consolidated financial statements were authorized for issue by the Board of Directors on October 28, 2021.
Basis of Presentation
consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"),
as issued by the international Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee
policies applied in these consolidated financial statements are based on IFRS effective as of July 31, 2021.
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. A summary of the significant accounting policies is provided in Note 3.
Adjustment for Reverse Stock Split
December 2019, the Board and TSX Venture approved a 1-for-300 reverse stock split, or the Reverse Split, which was implemented effective
January 2, 2020. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these consolidated
financial statements for all periods presented.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2021 and 2020
Basis of Presentation (continued)
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.
consolidated financial statements include the accounts of BriaCell and its wholly-owned US subsidiary BriaCell Therapeutics Corp. ("BTC")
and BTC's wholly owned subsidiary - Sapientia Pharmaceuticals, Inc. ("Sapientia"). The financial statements of
the subsidiaries are included in the consolidated financial statements from the date that control commenced until the date control ceases.
Control exists when the Company has the power directly or indirectly, to govern the financial and operating policies of an entity so
as to obtain benefits from its activities. The Company applies the acquisition method to account for business combinations in accordance
inter-company balances, and transactions, have been eliminated upon consolidation.
Currency and Presentation Currency
financial statements of each company within the consolidated group are measured using their functional currency which is the currency
of the primary economic environment in which an entity operates. The Company changed its functional currency from the Canadian dollar
(C$) to the United States dollar (US$) as of May 1, 2021. The change in presentation currency is a voluntary change which is accounted
for retrospectively. For comparative reporting purposes, historical financial information has been translated to United States dollars
which is disclosed in the tables below using the exchange rate as of May 1, 2021, which is the date of the change in the functional and
presentation currency.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2021 and 2020
Basis of Presentation (continued)
Currency and Presentation Currency (continued)
following shows the restatement of prior period information: