10-Q - BCTX - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ### April 30, 2024

☐ TRANSITION

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission

File No. 001-40101

BRIACELL

THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	47-1099599
(State<br> or other jurisdiction of	(I.R.S.<br> Employer
incorporation<br> or organization)	Identification<br> No.)

23515^th^ Street**, Suite300** , WestVancouver

, BC

,

V7T 2X1

(Address of Principal Executive Offices, including zip code)

604-921-1810

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common<br> shares, no par value	BCTX	The<br> Nasdaq Stock Market LLC
Warrants<br> to purchase common shares, no par value	BCTXW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐<br>Large accelerated filer	☐Accelerated<br> filer
☒<br> Non-accelerated filer	☒<br> Smaller reporting company
	☒<br> Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As

of June 14, 2024, there were 18,284,661 common shares, no par value per share, of the Company issued and outstanding.

BRIACELL

THERAPEUTICS CORP.

Form

10-Q

Table

of Contents

		Page
Part I. Financial Information		3
Item<br> 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of April 30, 2024 (unaudited) and July 31, 2023 (unaudited)	3
	Unaudited<br> Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months ended April 30,<br> 2024	4
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months ended April 30, 2024	5
	Unaudited Condensed Consolidated Statement of Cash Flows for the Nine Months ended April 30, 2024	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item<br> 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	22
Item<br> 4.	Controls and Procedures	23
Part II. Other Information		24
Item<br> 1.	Legal Proceedings	24
Item<br> 1A.	Risk Factors	24
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item<br> 3.	Defaults Upon Senior Securities	24
Item<br> 4.	Mine Safety Disclosures	24
Item<br> 5.	Other Information	24
Item<br> 6.	Exhibits	24
Signatures		25

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PART

I-FINANCIAL

INFORMATION

Item1. Financial Statements

BRIACELL

THERAPEUTICS CORP.

UNAUDITED

CONDENSED CONSOLIDATED BALANCE SHEETS

	April 30, 2024			July 31, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	935,694		$	21,251,092
Amounts receivable		15,233			18,873
Prepaid expenses		4,579,065			5,678,542
Total current assets		5,529,992			26,948,507
NON-CURRENT ASSETS:
Investments		2			2
Equity investment in BC Therapeutics		469,658			-
Intangible assets, net		203,614			215,068
Total non-current assets		673,274			215,070
Total assets	$	6,203,266		$	27,163,577
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables	$	6,422,402		$	1,123,739
Accrued expenses and other payables		335,357			677,718
Total current liabilities		6,757,759			1,801,457
NON-CURRENT LIABILITIES:
Warrant liability		5,678,505			29,139,301
Total non-current liabilities		5,678,505			29,139,301
SHAREHOLDERS’ DEFICIT:
Share Capital of no par value - Authorized: unlimited at April 30, 2024 and July 31, 2023, Issued and outstanding: 15,981,726 shares April 30, 2024 and July 31, 2023, respectively		69,591,784			69,591,784
Share-based payment reserve		8,811,369			7,421,950
Accumulated other comprehensive loss		(138,684	)		(138,684	)
Non-controlling Interest		(267,935	)		-
Accumulated deficit		(84,229,532	)		(80,652,231	)
Total shareholders’ deficit		(6,232,998	)		(3,777,181	)
Total liabilities and shareholders’ deficit	$	6,203,266		$	27,163,577

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BRIACELL

THERAPEUTICS CORP.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2024

(Unaudited)

	Three months ended						Nine months ended
	April 30,						April 30,
	2024			2023			2024			2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Operating Expenses:
Research and development expenses	$	7,657,632			3,860,568		$	22,772,344		$	10,169,140
General and administrative expenses		1,572,016			1,816,461			4,789,778			5,397,363
Total operating expenses		9,229,648			5,677,029			27,562,122			15,566,503
Operating loss		(9,229,648	)		(5,677,029	)		(27,562,122	)		(15,566,503	)
Financial income (expenses), net		10,958,887			781,593			23,934,668			(2,317,236	)
Share of loss on equity investment		(36,997	)		-			(55,342	)		-
Net income (loss) for the period	$	1,692,242		$	(4,895,436	)	$	(3,682,796	)		(17,883,739	)
Net loss attributable to non-controlling interest		(23,517	)		-			(105,495	)		-
Net income (loss) for the period attributable to BriaCell		1,715,759			(4,895,436	)		(3,577,301	)		(17,883,739	)
Net income (loss) per share attributable to BriaCell – basic and diluted	$	0.11	****	$	(0.32	)	$	(0.22	)	$	(1.15	)
Weighted average number of shares used in computing net basic earnings per share of common stock		15,981,726			15,518,072			15,981,726			15,518,036
Weighted average number of shares used in computing net diluted earnings per share of common stock		15,981,726			15,518,072			15,981,726			15,518,036

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BRIACELL

THERAPEUTICS CORP.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

FOR

THE THREE AND NINE MONTHS ENDED APRIL 30, 2024

	Share capital				Additional paid in		Accumulated <br>other comprehensive			Accumulated			Non-<br> <br>controlling			Total<br> <br>shareholders’<br> <br>equity
	Number		Amount		capital		loss			deficit			interest			(deficit)
Balance, January 31, 2024		15,981,726	$	69,591,784	$	8,419,154	$	(138,684	)	$	(85,945,291	)	$	(244,418	)	$	(8,317,455	)
Issuance of options		-		-		392,215		-			-			-			392,215
Income (loss) for the period		-		-		-		-			1,715,759			(23,517	)		1,692,242
Balance, April 30, 2024		15,981,726	$	69,591,784	$	8,811,369	$	(138,684	)	$	(84,229,532	)	$	(267,935	)	$	(6,232,998	)
	Share capital				Additional<br><br>paid in			Accumulated other comprehensive			Accumulated			Non- <br>controlling			Total shareholders’<br><br> <br>equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number		Amount		Capital			loss			deficit			interest			(deficit)
Balance, July 31, 2023		15,981,726	$	69,591,784	$	7,421,950		$	(138,684	)	$	(80,652,231	)		-		$	(3,777,181	)
Instruments issued to minority shareholders at the Arrangement Date		-		-		(36,767	)		-			-			(162,440	)		(199,207	)
Issuance of options		-		-		1,426,186			-			-			-			1,426,186
Loss for the period		-		-		-			-			(3,577,301	)		(105,495	)		(3,682,796	)
Balance, April 30, 2024		15,981,726	$	69,591,784	$	8,811,369		$	(138,684	)	$	(84,229,532	)	$	(267,935	)	$	(6,232,998	)
	Share capital				Additional<br><br>paid in		Accumulated other comprehensive			Accumulated			Total<br><br> <br>shareholders’<br><br> <br>Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number		Amount		capital		loss			deficit			(deficit)
Balance, January 31, 2023		15,518,018	$	65,589,293	$	6,606,945	$	(138,684	)	$	(73,338,140	)	$	(1,280,586	)
Exercise of public offering warrants		300		2,491		-		-			-			2,491
Issuance of options		-		-		281,189		-			-			281,189
Net loss for the period		-		-		-		-			(4,895,436	)		(4,895,436	)
Balance, April 30, 2023		15,518,318	$	65,591,784	$	6,888,134	$	(138,684	)	$	(78,233,576	)	$	(5,892,342	)
	Share capital				Additional<br><br>paid in		Accumulated other comprehensive			Accumulated			Total <br>shareholders’ equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number		Amount		capital		loss			deficit			(deficit)
Balance, July 31, 2022		15,518,018	$	65,589,293	$	5,228,160	$	(138,684	)	$	(60,349,837	)	$	10,328,932
Balance		15,518,018	$	65,589,293	$	5,228,160	$	(138,684	)	$	(60,349,837	)	$	10,328,932
Exercise of public offering warrants		300		2,491		-		-			-			2,491
Issuance of options		-		-		1,659,974		-			-			1,659,974
Net loss for the period		-		-							(17,883,739	)		(17,883,739	)
Income (loss) for the period		-		-							(17,883,739	)		(17,883,739	)
Balance, April 30, 2023		15,518,318	$	65,591,784	$	6,888,134	$	(138,684	)	$	(78,233,576	)	$	(5,892,342	)
Balance		15,518,318	$	65,591,784	$	6,888,134	$	(138,684	)	$	(78,233,576	)	$	(5,892,342	)

The

accompanying notes are an integral part of the condensed consolidated financial statements.

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BRIACELL

THERAPEUTICS CORP.

CONDENSED

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2024

(Unaudited)

	Nine months ended April 30,
	2024			2023
Cash flow from operating activities
Net loss for the period	$	(3,682,796	)	$	(17,883,739	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		11,453			11,453
Share-based compensation		1,426,186			1,659,974
Share of loss on equity investment		55,342			-
Change in fair value of warrants		(23,660,003	)		2,972,285
Changes in assets and liabilities:
Increase in amounts receivable		3,640			9,207
Decrease (increase) in prepaid expenses		799,477			(37,040	)
Increase in trade payable		5,298,663			531,972
Decrease in accrued expenses and other payables		(342,360	)		(89,965	)
Total cash flow from operating activities		(20,090,398	)		(12,825,853	)
Cash flows from investing activities
Equity Investment in BC Therapeutics (*)		(225,000	)		-
Total cash flow from investing activities		(225,000	)		-
Cash flows from financing activities
Share and warrant buyback program		-			(47,294	)
Proceeds from exercise of warrants		-			1,594
Total cash flow from financing activities		-			(45,700	)
Decrease in cash and cash equivalents		(20,315,398	)		(12,871,553	)
Cash and cash equivalents at beginning of the period		21,251,092			41,041,652
Cash and cash equivalents at end of the period	$	935,694		$	28,170,099
(*)	In<br> Addition, $125,000 was loaned to BC Therapeutics during the year ended July 31, 2023 and an additional $175,000 was loaned to BC<br> Therapeutics between August 1, 2023 and December 20, 2023. The total amount ($300,000) was converted into an investment.
---	---

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BriaCell

Therapeutics Corp

Notes

to the Condensed Consolidated Financial Statements

(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)

NOTE

1: GENERAL AND GOING CONCERN

a.	BriaCell<br> Therapeutics Corp. (“BriaCell” or the “Company”) was incorporated<br> under the Business Corporations Act (British Columbia) on July 26, 2006 and is listed on<br> the Toronto Stock Exchange (“TSX”) under the symbol “BCT” and on<br> the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX” and<br> “BCTXW”.
b.	BriaCell is an immuno-oncology biotechnology<br> company. The Company is currently advancing its Bria-IMT targeted immunotherapy program against<br> end-stage breast cancer to Phase 3 study which has been approved by the FDA. BriaCell is also developing a personalized off-the-shelf immunotherapy,<br> Bria-OTS™, and a soluble CD80 protein therapeutic which acts both as a stimulator of<br> the immune system as well as an immune checkpoint inhibitor.
c.	Basis<br> of presentation of the financial statements:

BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) was incorporated under the Business Corporations Act (British Columbia) on July 26, 2006 and is listed on the Toronto Stock Exchange (“TSX”) under the symbol “BCT” and on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX” and “BCTXW”.

BriaCell is an immuno-oncology biotechnology company. The Company is currently advancing its Bria-IMT targeted immunotherapy program against end-stage breast cancer to Phase 3 study which has been approved by the FDA. BriaCell is also developing a personalized off-the-shelf immunotherapy, Bria-OTS™, and a soluble CD80 protein therapeutic which acts both as a stimulator of the immune system as well as an immune checkpoint inhibitor.

Basis of presentation of the financial statements:

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the U.S Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting of a normal recurring nature which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report for the year ended July 31, 2023, filed with the SEC on October 25, 2023. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

The Company continues to devote substantially all of its efforts toward research and development activities. In the course of such activities, the Company has sustained operating losses and expects such losses to continue in the foreseeable future. The Company’s accumulated deficit as of April 30, 2024 was $84,229,532 and negative cash flows from operating activities during the nine-month period ended April 30, 2024 was $20,090,398. The Company is planning to finance its operations from its existing and future working capital resources and to continue to evaluate additional sources of capital and financing. 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 arising from normal business operations when they come due. 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 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. See note 9 for details of a $5.0 million offering that was completed on May 17, 2024.

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BriaCell

Therapeutics Corp

Notes

to the Condensed Consolidated Financial Statements

(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)

NOTE1: GENERAL AND GOING CONCERN (Cont.)

e.	The<br> Company has two wholly-owned U.S. subsidiaries: (i) BriaCell Therapeutics Corp. (“BTC”),<br> which was incorporated in April 3, 2014, under the laws of the state of Delaware and (ii)<br> BTC has a wholly-owned subsidiary, Sapientia Pharmaceuticals, Inc. (“Sapientia”),<br> which was incorporated in September 20, 2012, under the laws of the state of Delaware. The<br> Company also has one Canadian subsidiary: BriaPro Therapeutics Corp, (“BriaPro”)<br> which was incorporated on May 15, 2023, under the Business Corporations Act (British Columbia).<br> As of July 31, 2023, BriaPro was a wholly-owned subsidiary and one U.S subsidiary, as of<br> February 1, 2024, BC Therapeutics Inc, which was incorporated in September 12, 2022, under<br> the laws of the state of Delaware (see note 3)
f.	On<br> August 31, 2023, the Company closed a plan of arrangement spinout transaction (the “Arrangement”)<br> pursuant to which certain pipeline assets of the Company, including Bria-TILsRx™ and<br> protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer<br> (the “BriaPro Assets”), were spun-out to BriaPro Therapeutics Corp. (“BriaPro”),<br> resulting in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell<br> shareholders (“BriaCell Shareholders”).

The Company has two wholly-owned U.S. subsidiaries: (i) BriaCell Therapeutics Corp. (“BTC”), which was incorporated in April 3, 2014, under the laws of the state of Delaware and (ii) BTC has a wholly-owned subsidiary, Sapientia Pharmaceuticals, Inc. (“Sapientia”), which was incorporated in September 20, 2012, under the laws of the state of Delaware. The Company also has one Canadian subsidiary: BriaPro Therapeutics Corp, (“BriaPro”) which was incorporated on May 15, 2023, under the Business Corporations Act (British Columbia). As of July 31, 2023, BriaPro was a wholly-owned subsidiary and one U.S subsidiary, as of February 1, 2024, BC Therapeutics Inc, which was incorporated in September 12, 2022, under the laws of the state of Delaware (see note 3)

On August 31, 2023, the Company closed a plan of arrangement spinout transaction (the “Arrangement”) pursuant to which certain pipeline assets of the Company, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (the “BriaPro Assets”), were spun-out to BriaPro Therapeutics Corp. (“BriaPro”), resulting in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell shareholders (“BriaCell Shareholders”).

Pursuant to the terms of the Arrangement, BriaPro has acquired the entire right and interest in and to the BriaPro Assets in consideration for the issuance by BriaPro to the Company of BriaPro 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, and one (1) new common share of BriaCell (retiring their old share) having the same terms and characteristics as the existing BriaCell common shares. The Company will remain listed on the NASDAQ Stock Market and Toronto Stock Exchange, and BriaPro is an unlisted reporting issuer in Canada.

Immediately

following the closing of the Arrangement, the Company controls 2/3rd of the BriaPro common shares representing approximately 66.6% of the issued and outstanding common shares of BriaPro.

As

a result of the Arrangement, there are 47,945,178 BriaPro common shares issued and outstanding. The Company now beneficially owns or controls approximately 31,963,452 BriaPro common shares, representing 2/3rd of the issued and outstanding BriaPro common shares.

Pursuant to the Arrangement, each 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.

Upon 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 Warrant Shares”).

Pursuant to the Arrangement, all Briacell option holders received the same amount of BriaPro options (“BriaPro Option”) and under the BriaPro incentive plan. The exercise price of the BriaCell options was apportioned between the BriaCell options and the BriaPro options, as follows:

Each 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 Date by (B) the aggregate fair market value of a BriaCell Share and a BriaPro Share at the Effective Date.

Pursuant to the Arrangement, all BriaCell Restricted Shares Units (“RSU”) holders received the same amount of BriaPro RSU’s under the BriaPro incentive plan.

Transition Services Agreement

On

August 31, 2023, the Company and BriaPro executed a transition services agreement (the “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.

In accordance with US GAAP’s Accounting Standards Codification 505 “Equity”, the Arrangement was determined to be a spinoff of nonmonetary assets which did not constitute a business. However, since the assets were transferred to an entity under the Company’s control, the assets is being recorded on the Company’s basis (carry value) and not at fair market value.

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BriaCell

Therapeutics Corp

Notes

to the Condensed Consolidated Financial Statements

(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)

NOTE

2: SIGNIFICANT ACCOUNTING POLICIES

a. Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the 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 consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.

b. Equity method investments:

Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s share of losses reported in loss from equity method investments on the statements of loss and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within interest in equity investees on the statements of financial position.

c. Recently issued and adopted accounting standards:

As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. The pronouncements below relate to standards that impact the Company.

1.	In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic740): Improvements to Income Tax Disclosures. This standard modifies the rules on income tax disclosures to require entities to disclose<br>specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit, and<br>income tax expense or benefit from continuing operations. ASU 2023-09 also requires entities to disclose their income tax payments to<br>international, federal, state, and local jurisdictions. The ASU is effective for years beginning after December 15, 2024, but early adoption<br>is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently<br>evaluating the impact of this standard on its financial statements and disclosures.
2.	In March 2024, the FASB issued ASU 2024-01 - Compensation—StockCompensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This standard clarifies whether profits interest<br>and similar awards fall within the scope of stock-based compensation guidance as defined in ASC Topic 718, introducing examples to demonstrate<br>this. The ASU includes scenarios where profits interest awards are classified as equity instruments or liability awards and situations<br>where they fall outside ASC Topic 718, being accounted for under ASC Topic 710. The ASU is effective for years beginning after December<br>15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted.<br>The Company is currently evaluating the impact of this standard on its financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic740): Improvements to Income Tax Disclosures. This standard modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures.

In March 2024, the FASB issued ASU 2024-01 - Compensation—StockCompensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This standard clarifies whether profits interest and similar awards fall within the scope of stock-based compensation guidance as defined in ASC Topic 718, introducing examples to demonstrate this. The ASU includes scenarios where profits interest awards are classified as equity instruments or liability awards and situations where they fall outside ASC Topic 718, being accounted for under ASC Topic 710. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures.

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BriaCell

Therapeutics Corp

Notes

to the Condensed Consolidated Financial Statements

(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)

NOTE2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)

In July 2023, the FASB issued 2023-03 — Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022, EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock (SEC Update). The adoption of this standard did not result in amended disclosures in the Company’s Condensed Consolidated Financial Statements, nor did this standard have a material impact the Company’s results of operations.

NOTE

3: INVESTMENT IN BC THERAPEUTICS INC.

On

December 21, 2021, the Company and BC Therapeutics, Inc. (“BC Therapeutics” or “the Investee”) entered a share purchase agreement (“SPA”), pursuant to which the Company invested $300,000 at $1.25 per BC Therapeutics share for a 37.5% interest in the Investee. Pursuant to the SPA (“Initial Investment”), Briacell also received two options to invest an additional $225,000 per option at $1.25 per BC Therapeutics share. The first option expires on February 15, 2024 (“First BC Therapeutics Option”) and the second option expires on June 30, 2024 (“Second BC Therapeutics Options”, together, the “BC Therapeutic Options”). In accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued at $76,350 in accordance with the Black Scholes Option Price Model, using the following assumptions: Share price: $1.25, Exercise price: $1.25, Dividend yield: 0%, Risk free interest rate: $4.902%, Volatility: 100%.

BC Therapeutics has a board of four representatives, with two representatives appointed by BriaCell and two representatives appointed by the existing shareholders. All significant decisions related to BC Therapeutics require the approval of at least a majority of the board members.

On February 1, 2024, the Company exercised the First BC Therapeutics Option and currently holds 51.2% of BC Therapeutics. The value of the BC Therapeutics Options was updated to consider the effect of the exercise of the First BC Therapeutics Option. Consequently, the fair value of the First BC Therapeutics Option, $35,964, has been reclassified to the investment.

In accordance with ASC 810, the Company continues to account for the investment under the equity method of accounting as the Company does not exercise control over BC Therapeutics.

Changes in the Company’s equity investment in BC Therapeutics is summarized as follows:

SCHEDULE

OF CHANGES IN INVESTMENT

Balance – August 1, 2023	$	-
Funding (including the value of the BC Therapeutics Options)		525,000
Share of losses:
Consulting		(49,064	)
Legal and Professional Services		(5,576	)
Dues & Subscriptions		(621	)
Office Expenses		(76	)
Bank Charges		(5	)
Balance – April 30, 2024	$	469,658

The

following amounts represent the Company’s 51.2% share of the assets of BC Therapeutics:

SCHEDULE

OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

	As of<br> <br>April 30, 2024
Current assets: Cash	$	83,978
Net assets	$	83,978

NOTE

4: CONTINGENT LIABILITIES AND COMMITMENTS

a.	BriaPro<br> Warrants

As

detailed in note 1(f), upon the exercise of BriaCell Warrants, BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount of up to $241,164.

b.	Lease

The Company is currently in a 12-month commitment (ending August 31, 2024) for office and lab space in Philadelphia, PA, costing the company approximately $36,000 per month.

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BriaCell

Therapeutics Corp

Notes

to the Condensed Consolidated Financial Statements

(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)

NOTE

5: FAIR VALUE MEASUREMENTS

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of April 30, 2024, and July 31, 2023:

SCHEDULE

OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

	Fair Value Measurements at
	April 30, 2024						July 31, 2023
	Level 1		Level 2		Total		Level 1		Level 2		Total
Financial Assets:
Cash and cash equivalents		935,694		-		935,694		21,251,092		-		21,251,092
Total assets measured at fair value	$	935,694	$	-	$	935,694	$	21,251,092	$	-	$	21,251,092
Financial liabilities:
Warrants liability		3,546,096		2,132,409		5,678,505		9,742,023		19,397,278		29,139,301
Total liabilities measured at fair value	$	3,546,096	$	2,132,409	$	5,678,505	$	9,742,023	$	19,397,278	$	29,139,301

The Company classifies its cash and cash equivalents and the liability in respect of publicly traded warrants within Level 1 because we use quoted market prices in active markets.

The fair value of the warrant liability for non-public warrants is measured using inputs other than quoted prices included in Level 1 that are observable for the liability either directly or indirectly, and thus are classified as Level 2 financial instruments.

NOTE

6: SHAREHOLDERS’ EQUITY

a.Authorized share capital

The authorized share capital consists of an unlimited number of common shares with no par value.

b.Issued share capital

No shares were issued during the nine-month period ended April 30, 2024.

c.Share Purchase Warrants

SUMMARY OF CHANGES IN WARRANTS

(i)	There<br> were no changes in share purchase warrants for the nine-month period ended April 30, 2024<br> as presented below:
	Number of		Weighted
---	---	---	---	---
	warrants		average exercise
	outstanding		price
Balance, July 31, 2023 and April 30, 2024		8,121,650	$	5.75

SCHEDULE

OF WARRANTS OUTSTANDING

(ii)	As<br> of April 30, 2024, warrants outstanding were as follows:
Number of				Exercisable At
---	---	---	---	---	---	---
Warrants		Exercise Price(*)		April 30, 2024		Expiry Date
	51,698	$	3.91		51,698	November 16, 2025
	3,896,809	$	5.31		3,896,809	February 26, 2026 – April 26, 2026
	4,173,143	$	6.19		4,173,143	December 7, 2026
	8,121,650				8,121,650
(*)	See note 4(a).
---	---

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BriaCell

Therapeutics Corp

Notes

to the Condensed Consolidated Financial Statements

(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)

NOTE6: SHAREHOLDERS’ EQUITY (Cont.)

d.Compensation Warrants

(i)	There<br> were no changes to compensation warrants for the nine-month period ended April 30, 2024.
(ii)	As<br> of April 30, 2024, compensation warrants outstanding were as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Number of				Exercisable At
Warrants		Exercise Price(*)		April 30, 2024		Expiry Date
	4,890	$	3.91		4,890	November 16, 2025
	17,074	$	5.31		17,074	February 26, 2026
	24,688	$	6.19		24,688	June 7, 2026
	46,652				46,652
(*)	See note 4(a).
---	---

e.Warrant liability continuity

The

following table presents the summary of the changes in the fair value of the warrants:

SCHEDULE

OF CHANGE IN FAIR VALUE OF WARRANTS

	Warrants liability
Balance as of August 1, 2023	$	29,139,301
Fair value of BriaPro Warrant Shares at Effective Date	$	199,207
Change in fair value during the period	$	(23,660,003	)
Balance as of April 30, 2024	$	5,678,505

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The key inputs used in the valuation of the non-public warrants as of April 30, 2024 and at July 31, 2023 were as follows:

BriaCell

Therapeutics Corp

Notes

to the Condensed Consolidated Financial Statements

(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)

NOTE6: SHAREHOLDERS’ EQUITY (Cont.)

SCHEDULE

OF VALUATION OF WARRANTS

	April<br> 30, 2024			July<br> 31, 2023
Share price	$	2.17		$	6.69
Exercise price	$	5.31-6.19		$	5.31-6.19
Expected life (years)		1.55-2.60			2.58-3.35
Volatility		69-74	%		100	%
Dividend yield		0	%		0	%
Risk free rate		4.34-5.05	%		4.51	%

The key inputs used in the valuation of the of the BriaPro Warrant Shares as of April 30, 2024 were as follows:

SCHEDULE

OF VALUATION OF WARRANTS

				August 31,
	April 30,			2023
	2024			(Effective Date)
Share price	$	0.0365		$	0.0365
Exercise price	$	0.0206-0.0308		$	0.0206-0.0308
Expected life (years)		1.55-2.60			2.21-3.27
Volatility		69-74	%		100	%
Dividend yield		0	%		0	%
Risk free rate		4.23-4.34	%		4.40	%

NOTE

7: SHARE-BASED COMPENSATION

a.	On<br> August 2, 2022, the Company approved an omnibus equity incentive plan (“Omnibus Plan),<br> which will permit the Company to grant incentive stock options, preferred share units, RSU,<br> and deferred share units (collectively, the “Awards”) for the benefit of any<br> employee, officer, director, or consultant of the Company or any subsidiary of the Company.<br> The maximum number of shares available for issuance under the Omnibus Plan shall not exceed<br> 15% of the issued and outstanding Shares, from time to time, less the number of Shares reserved<br> for issuance under all other security-based compensation arrangements of the Company, including<br> the existing Stock Option Plan. On February 9, 2023, the Omnibus Plan was approved by the<br> shareholders.
b.	The<br> following table summarizes the number of options granted to directors, officers, employees,<br> and consultants under the option plan for nine-month period ended April 30, 2024 and related<br> information:

SUMMARY

OF NUMBER OF OPTIONS GRANTED

		Weighted<br> <br>average<br> <br>exercise price			Aggregate<br> <br>intrinsic value
Balance as of July 31, 2023	2,131,400	$	6.19	3.55	$	1,065,700
Balance as of April 30, 2024	2,131,400		6.16	2.80		-
Exercisable as of April 30, 2024	1,881,013	$	6.17	2.64	$	-

As

of April 30, 2024 there are $1,164,462 of total unrecognized costs related to share-based compensation that is expected to be recognized over a period of up to 1 year.

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BriaCell

Therapeutics Corp

Notes

to the Condensed Consolidated Financial Statements

(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)

NOTE7: SHARE-BASED COMPENSATION (Cont.)

c.	The<br> following table summarizes information about the Company’s outstanding and exercisable<br> options granted to employees as of April 30, 2024.

SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS

Exercise<br> <br>price					Expiry Date
$	6.03	440,000	220,000	4.14	June 20, 2028
$	7.16	21,000	13,125	3.83	February 27, 2028
$	6.10	180,100	157,588	3.26	August 02, 2027
$	4.71	31,000	31,000	3.06	May 20, 2027
$	7.51	150,000	150,000	2.79	February 16, 2027
$	8.47	524,700	524,700	2.70	January 13, 2027
$	7.22	12,600	12,600	2.50	November 01, 2026
$	5.74	100,000	100,000	2.34	September 01, 2026
$	4.24	60,000	60,000	1.97	April 19, 2026
$	4.24	612,000	612,000	1.91	March 29, 2026
		2,131,400	1,881,013
d.	As<br> result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of<br> April 30, 2024:
---	---

SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS

Exercise		Options outstanding as of		Options<br><br> <br>exercisable as of
Price		April 30, 2024		April 30, 2024		Expiry Date
$	0.0933		440,000		220,000	June 20, 2028
$	0.1108		21,000		13,125	February 27, 2028
$	0.0984		180,100		157,588	August 02, 2027
$	0.0729		31,000		31,000	May 20, 2027
$	0.1162		150,000		150,000	February 16, 2027
$	0.1310		524,700		524,700	January 13, 2027
$	0.1165		12,600		12,600	November 01, 2026
$	0.0888		100,000		100,000	September 01, 2026
$	0.0656		60,000		60,000	April 19, 2026
$	0.0656		612,000		612,000	March 29, 2026
			2,131,400		1,881,013
e.	Restricted<br> Share Unit Plan
---	---

The following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of April 30, 2024:

SUMMARY

OF RESTRICTED STOCK UNITS GRANTED

	Number of
	RSU’s		Aggregate
	outstanding		intrinsic value
Balance, July 31, 2023		19,200	$	128,448
Balance, April 30, 2024		19,200	$	41,664

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BriaCell

Therapeutics Corp

Notes

to the Condensed Consolidated Financial Statements

(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)

NOTE7: SHARE-BASED COMPENSATION (Cont.)

f.	The total share-based compensation expense related to all of<br>the Company’s equity-based awards, recognized for the three and nine-month period ended

April 30, 2024 and 2023 is comprised as follows:

SCHEDULE

OF SHARE-BASED COMPENSATION EXPENSES

	2024		2023		2024		2023
	Three months ended April 30,				Nine months ended April 30,
	2024		2023		2024		2023
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Research and development expenses	$	126,313		239,435	$	618,375		814,782
General and administrative expenses		265,902		41,754		807,811		845,192
Total share-based compensation	$	392,215		281,189	$	1,426,186		1,659,974

NOTE

8: BASIC AND DILUTED NET LOSS PER SHARE

Basic net income (loss) per ordinary share is computed by dividing net income (loss) for each reporting period by the weighted-average number of ordinary shares outstanding during each year. Diluted net income (loss) per ordinary share is computed by dividing net income (loss) for each reporting period by the weighted average number of ordinary shares outstanding during the period, plus dilutive potential ordinary shares considered outstanding during the period, in accordance with ASC No. 260-10 “Earnings Per Share”. The company reported a loss for the three and nine month period ending April 30, 2023 and for the nine months ended April 30, 2024, leading to the exclusion of potentially dilutive ordinary shares. Conversely, for the three-month period ended April 30, 2024, the Company reported a gain. However, due to the specific characteristics and terms of the outstanding warrants and options, they were not considered dilutive for this period and, therefore, no adjustment was made to include them in the calculation of diluted net income per ordinary share.

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE

	Three months ended<br> April 30,					Nine months ended<br> April 30,
	2024		2023			2024			2023
	(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Basic EPS
Numerator:
Net income (loss)	$	1,715,759	$	(4,895,436	)	$	(3,577,301	)	$	(17,883,739	)
Denominator:
Shares used in computation of basic earnings per share		15,981,726		15,518,072			15,981,726			15,518,036
Basic EPS	$	0.11	$	(0.32	)	$	(0.22	)	$	(1.15	)
Diluted EPS
Numerator:
Net income (loss) attributable to common stock, basic	$	1,715,759	$	(4,895,436	)	$	(3,577,301	)	$	(17,883,739	)
Net (loss) attributable to common stock, diluted		-		-			-			-
Denominator:
Shares used in computing net EPS of common stock, basic		15,981,726		15,518,072			15,981,726			15,518,036
Stock Options		-		-			-			-
Warrants		-		-			-			-
Shares used in computation of diluted earnings per share		15,981,726		15,518,072			15,981,726			15,518,036
Diluted EPS	$	0.11	$	(0.32	)	$	(0.22	)	$	(1.15	)

NOTE

9: FINANCIAL INCOME (EXPENSES), NET

SCHEDULE

OF FINANCIAL INCOME (EXPENSES), NET

	2024			2023			2024			2023
	Three months ended April 30,						Nine months ended April 30,
	2024			2023			2024			2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Interest income	$	15,606			253,489		$	288,016			682,437
Change in fair value of warrant liability		10,945,672			539,427			23,660,003			(2,972,285	)
Foreign exchange gain (loss)		(2,391	)		(11,323	)		(13,351	)		(27,388	)
Financial income (expenses), net	$	10,958,887		$	781,593		$	23,934,668		$	(2,317,236	)

NOTE

10: SUBSEQUENT EVENT

The Company evaluated the possibility of subsequent events existing in the Company’s unaudited condensed consolidated financial statements through June 14, 2024, the date that the condensed consolidated financial statements were available for issuance. The Company is not aware of any subsequent events which would require recognition or disclosure in the consolidated financial statements, except as follows:

On

May 17, 2024, the Company closed a registered direct offering with healthcare-focused institutional investors and a certain existing investor and a director of the Company for the purchase and sale of 2,402,935 common shares of the Company (or pre-funded warrants in lieu thereof) and warrants to purchase up to an aggregate of 2,402,935 common shares of the Company for aggregate gross proceeds of approximately $5.0 million before deducting placement agent fees and other offering expenses (the “Offering”). Each common share (or pre-funded warrant in lieu thereof) was sold together with one warrant to purchase one common share at a combined purchase price of $2.00 to the institutional investors and $2.215 to the existing investor and director of the Company. The warrants have an exercise price of $2.11 per share, will become exercisable six months from the date of issuance and expire five years from the initial exercise date.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to BriaCell Therapeutics Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Introduction

This Management’s Discussion and Analysis (“MD&A”) should be read together with other information, including our unaudited condensed interim consolidated financial statements and the related notes to those statements included in Part I, Item 1 of this Quarterly Report (the “Condensed Consolidated Financial Statements”), our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended July 31, 2023 (the “Annual Report”) and Part I, Item 1A, Risk Factors, of the Annual Report. This MD&A provides additional information on our business, recent developments, financial condition, cash flows and results of operations, and is organized as follows:

●	Part 1 - Business Overview. This section provides a general description of our business, which<br> we believe is important in understanding the results of our operations, financial condition,<br> and potential future trends.
●	Part 2 - Results of Operations. This section provides an analysis of our results of operations<br> for the first half and second quarter of fiscal 2024 in comparison to the first half and<br> second quarter of fiscal 2023.
---	---
●	Part 3 - Financial Liquidity and Capital Resources. This section provides an analysis of our<br> cash flows and outstanding debt and commitments. Included in this analysis is a discussion<br> of the amount of financial capacity available to fund our ongoing operations and future commitments.
---	---

We prepare and report our unaudited Condensed Consolidated Financial Statements in accordance with U.S. GAAP. Our unaudited Condensed Consolidated Financial Statements, and the financial information contained herein, are reported in U.S Dollars.

CautionaryNote Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

BriaCell Therapeutics Corp. (the “Company”), is a clinical-stage biotechnology company that is developing novel immunotherapies to transform cancer care. Immunotherapies have come to the forefront in the fight against cancer as they harness the body’s own immune system to recognize and destroy cancer cells. The Company is currently advancing its Bria-IMT™ targeted immunotherapy in combination with an immune check point inhibitor.

(Retifanlimab) in a pivotal^1^ Phase 3 study in advanced metastatic breast cancer. Bria-IMT™ is currently under Fast Track Designation by the U.S. FDA intended to accelerate the review process of novel treatments that address unmet medical needs. Positive completion of the pivotal study, following review by FDA, could lead to full approval of the Bria-IMT™ immune checkpoint inhibitor combination in advanced metastatic breast cancer. BriaCell reported benchmark-beating patient survival and clinical benefit in advanced metastatic breast cancer with median overall survival of 13.4 months in BriaCell’s advanced metastatic breast cancer patients vs. 6.7-9.8 months for similar patients reported in the literature in its Phase 2 study of Bria-IMT™ combination study with retifanlimab at the 2023 San Antonio Breast Cancer Symposium. A completed Bria-IMT™ Phase 1 combination study with retifanlimab (an anti-PD1 antibody manufactured by Incyte) confirmed tolerability and early-stage efficacy. BriaCell is also developing a personalized off-the-shelf immunotherapy, Bria-OTS™, which provides a platform technology to develop personalized off-the-shelf immunotherapies for numerous types of cancer, and a soluble CD80 protein therapeutic which acts both as a stimulator of the immune system as well as an immune checkpoint inhibitor.

^1^“Pivotal” is an industry term referring to a Phase 3 clinical study intended to show and confirm the safety and efficacy of a treatment.

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RecentDevelopments

On August 31, 2023, the Company closed the previously announced plan of arrangement spinout transaction (the “Arrangement”) pursuant to which certain pipeline assets of the Company, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (the “BriaPro Assets”), were spun-out to BriaPro Therapeutics Corp. (“BriaPro”), resulting in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell shareholders (“BriaCell Shareholders”).

As noted above, immediately following the closing of the Arrangement, the Company controlled 2/3rd of the BriaPro common shares representing approximately 66.6% of the issued and outstanding common shares of BriaPro As a result of the Arrangement, there were approximately 47,945,178 BriaPro common shares issued and outstanding immediately following consummation of the Arrangement. The Corporation now beneficially owns or controls approximately 31,963,452 BriaPro common shares, representing 2/3rd of the issued and outstanding BriaPro common shares.

On October 3, 2023, BriaCell initiated its pivotal Phase 3 Study of Bria-IMT™ in advanced metastatic breast Cancer. The study will evaluate the efficacy and safety of the Bria-IMT™ combination regimen with an immune check point inhibitor (Retifanlimab) in patients who have failed at least two approved therapies for the disease. Bria-IMT™ is currently under Fast Track Designation by the U.S. FDA intended to accelerate the review process of novel treatments that address unmet medical needs. Positive completion of the pivotal study, following review by FDA, could lead to full approval of the Bria-IMT™ immune checkpoint inhibitor combination in advanced metastatic breast cancer. FDA has agreed that improvement in overall survival in the Bria-IMT™ combination arm as compared to the physician’s choice of treatment arm will be the primary endpoint of the study. The study will enroll 177 patients in the Bria-IMT™ combination therapy arm and 177 patients in the treatment of physician’s choice arm. To gather additional information on the Bria-IMT™ regimen alone, 50 patients will be enrolled in this regimen and will be eligible for combination therapy following their initial post treatment evaluation. BriaCell expects frequent and responsive FDA communication under its Fast Track status during the pivotal Phase 3 study. The successful completion of the pivotal Phase 3 study would allow BriaCell to subsequently submit a Biologics License Application and accelerate the path to commercialization.

On May 17, 2024, the Company closed a registered direct offering with healthcare-focused institutional investors and a certain existing investor and a director of the Company for the purchase and sale of 2,402,935 common shares of the Company (or pre-funded warrants in lieu thereof) and warrants to purchase up to an aggregate of 2,402,935 common shares of the Company for aggregate gross proceeds of approximately $5.0 million before deducting placement agent fees and other offering expenses (the “Offering”). Each common share (or pre-funded warrant in lieu thereof) was sold together with one warrant to purchase one common share at a combined purchase price of $2.00 to the institutional investors and $2.215 to the existing investor and director of the Company. The warrants have an exercise price of $2.11 per share, will become exercisable six months from the date of issuance and expire five years from the initial exercise date.

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Resultsof Operations for the Three Months Ended April 30, 2024 and 2023

	Three months ended April 30,
	2024			2023
	(Unaudited)			(Unaudited)
Operating Expenses:
Research and development expenses	$	7,657,632		$	3,860,568
General and administrative expenses		1,572,016			1,816,461
Total operating expenses		9,229,648			5,677,029
Operating loss		(9,229,648	)		(5,677,029	)
Financial expenses, net		10,958,887			781,593
Share of loss on equity investments		(36,997	)		-
Net loss for the period	$	1,692,242		$	(4,895,436	)
Net loss attributable to non-controlling interest		(23,517	)		-
Net loss for the period attributable to BriaCell		1,715,759			(4,895,436	)
Net loss per share attributable to BriaCell – basic and diluted	$	0.11		$	(0.32	)

Research and Development Costs

Research costs are comprised primarily of (i) salaries and wages to Company employees at our laboratory; and (ii) clinical trials and investigational drug costs, which include the testing and manufacture of our investigational drugs and costs of our clinical trials.

The following is a breakdown of our research and development costs by project:

	Three months ended April 30,
	2024		2023
Clinical trials	$	4,663,049	$	1,617,172
Pre-clinical projects		2,109,316		908,800
Chemical, Manufacturing and Control Costs (“CMC Costs”)		458,172		671,590
Other		427,095		667,006
	$	7,657,632	$	3,860,568

Our clinical trial expenses include the extra costs for our immunotherapy program, Bria-IMT™, Phase I/IIa clinical trial. Clinical trial expenses increased in 2024 as patients stayed in the trial for a longer period of time (i.e. a longer than expected overall survival). Additionally, our costs increased significantly compared with the same period in 2023 for much higher set up costs for the pivotal Phase 3 study of Bria-IMT™ combination regimen with Retifanlimab in advanced breast cancer, and additional expenses in preparation for the upcoming clinical studies of Bria-OTS™.

Pre-clinical projects include expenses incurred in our off-the-shelf personalized immunotherapies, including Bria-OTS+™, and Bria-PROS™. Our pre-clinical costs have increased in 2024 as we hired more staff to accelerate our existing pre-clinical program and added an additional pre-clinical program (sCD80).

Other costs are ancillary expenses we incur such as costs to maintain our patents, investigation of early-stage projects, scientific advisory board expenses, contracts with vendors for pre-clinical work, and administration costs associated with all our research and development expenditure.

The following is a breakdown of our research and development costs by nature of expenses:

	Three months ended April 30,
	2024		2023
Clinical trial sites and investigational drug costs	$	6,165,072	$	2,469,105
Wages and salaries		1,090,902		947,509
Laboratory Rent		109,500		49,440
Supplies		165,264		155,079
Professional fees		581		-
Share-based compensation		126,313		239,435
	$	7,657,632	$	3,860,568

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For the three-month period ended April 30, 2024, total research costs amounted to $7,657,632 as compared to $3,860,568 for the three-month period ended April 30, 2023. The rise in these costs is primarily attributed to the continued expansion of the Company’s clinical trials, specifically our Bria-IMT™ trial. Clinical trials and investigational drug costs increased from $2,469,105 in 2023 to $6,165,072 in 2024. Laboratory costs increase during 2024 as well, including the hiring of additional lab employees which increased from $947,509 in 2023 to $1,090,902 in 2024 and increased supplies from $155,079 in 2023 to $165,264 in 2024.

General and Administrative Expenses

For the three-month period ended April 30, 2024, general and administrative expenses amounted to $1,572,016 as compared to $1,816,461 for the three-month period ended April 30, 2023. The decrease relates primarily to a lowering of shareholder communication expense, insurance expenses, and professional fees.

Financial income (expenses), net

For the three-month period ended April 30, 2024, financial expense, net, amounted to $10,958,887 as compared to $781,593 for the three-month period ended April 30, 2023. The large difference is due to the change in value of the Company’s warrant liability which amounted to a gain of $10,945,672 in the three-month period ending April 30, 2024, and a gain of $539,427 in the three-month period ending April 30, 2023.

Loss (profit) for the period

The Company reported a profit for the three-month period ended April 30, 2024, of $1,692,242, as compared to a loss of $4,895,436 for the three-month period ended April 30, 2023. The profit in 2024 is due to a significant decrease in fair value of the warrant liability.

Resultsof Operations for the Nine Months Ended April 30, 2024 and 2023

	Nine months ended April 30,
	2024			2023
	(Unaudited)			(Unaudited)
Operating Expenses:
Research and development expenses	$	22,772,344		$	10,169,140
General and administrative expenses		4,789,778			5,397,363
Total operating expenses		27,562,122			15,566,503
Operating loss		(27,562,122	)		(15,566,503	)
Financial expenses, net		23,934,668			(2,317,236	)
Share of loss on equity investments		(55,342	)		-
Net loss for the period	$	(3,682,796	)		(17,883,739	)
Net loss attributable to non-controlling interest		(105,495	)		-
Net loss for the period attributable to BriaCell		(3,577,301	)		(17,883,739	)
Net loss per share attributable to BriaCell – basic and diluted	$	(0.22	)	$	(1.15	)
Weighted average number of shares used in computing net basic earnings per share<br> of common stock		15,981,726			15,518,036
Weighted average number of shares used in computing net diluted earnings per share of common stock		15,981,726			15,518,036

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Research and Development Costs

Research costs are comprised primarily of (i) salaries and wages to Company employees at our laboratory; and (ii) Clinical trials and investigational drug costs, which include the testing and manufacture of our investigational drugs and costs of our clinical trials.

The following is a breakdown of our research and development costs by project:

	Nine months ended April 30,
	2024		2023
Clinical trials	$	12,650,189	$	4,656,919
Pre-clinical projects		7,171,285		2,513,141
CMC Costs		1,425,481		1,416,198
Other		1,525,389		1,582,882
	$	22,772,344	$	10,169,140

Our clinical trial expenses include the extra costs for our immunotherapy program, Bria-IMT™, Phase I/IIa clinical trial. Clinical trial expenses increased in 2024 as patients stayed in the trial for a longer period of time (i.e. longer than expected overall survival). Additionally, our costs increased significantly compared with those in the same period in 2023 for much higher set up costs for the pivotal Phase 3 study of Bria-IMT™ combination regimen with Retifanlimab in advanced breast cancer, and additional expenses in preparation for the upcoming clinical studies of Bria-OTS™.

Pre-clinical projects include expenses incurred in our off-the-shelf personalized immunotherapies, including Bria-OTS+™, and Bria-PROS™. Our pre-clinical costs have increased in 2023 as we hired more staff to accelerate our existing pre-clinical program and added an additional pre-clinical program (sCD80).

CMC Costs include the manufacturing of Bria-IMT™ and Bria-OTS™. CMC Costs increased in 2024 to support the pivotal Phase 3 study, and the upcoming clinical studies of Bria-OTS™.

The following is a breakdown of our research and development costs by nature of expenses:

	Nine months ended April 30,
	2024		2023
Clinical trial sites and Investigational drug costs	$	17,763,490	$	5,799,621
Wages and salaries		3,513,306		2,946,494
Laboratory Rent		305,980		145,440
Supplies		566,830		455,504
Professional fees		4,363		7,299
Share-based compensation		618,375		814,782
	$	22,772,344	$	10,169,140

For the nine-month period ending April 30, 2024, research costs amounted to $22,772,344, a significant increase from the $10,169,140 incurred during the same period in 2023. This upturn was primarily fueled by the expansion of the Company’s Phase 2 trial, and initiation of the Phase 3 trial of the Bria-IMT™ regimen, and heightened costs associated with clinical trials and investigational drugs, surging from $5,799,621 in 2023 to $17,763,490 in 2024. Concurrently, laboratory costs increased due to the recruitment of additional employees, growing from $145,440 to $305,980. Notably, non-cash share-based compensation expenses decreased from $814,782 in 2023 to $618,375 in 2024, mitigating some of the overall increase in research and development expenses.

General and Administrative Expenses

For the nine-month period ended April 30, 2024, general and administrative expenses amounted to $4,789,778 as compared to $5,397,363 for the nine-month period ended April 30, 2023. This reduction is mainly attributed to a decrease in professional fees, which declined from $1,230,220 in 2023 to $970,569 in 2024 and insurance expenses which declined from $1,241,716 in 2023 to $859,287 in 2024.

Financial income (expenses), net

For the nine-month period ending April 30, 2024, net financial income amounted to $23,934,668, a significant increase from the loss of $2,317,236 recorded in the same period of 2023. This substantial difference is primarily attributed to the change in the value of the Company’s warrant liability, which is directly affected by the shortened life of the warrants and decrease in share price, resulting in a gain of $23,660,003 for the nine-month period ended April 30, 2024, compared to a loss of $2,972,285 in the nine-month period ended April 30, 2023.

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Loss for the period

The Company reported a loss for the period ended April 30, 2024, of $3,682,796 as compared to $17,883,739 for the period ended April 30, 2023. The reduced loss in 2024 was primarily due to a significant increase in operational spending, offset by a large gain resulting from the decrease in the fair value of the warrant liability. In contrast, the larger loss in the prior period was primarily due to higher operational spending and an increase in the value of the Company’s warrant liability.

GoingConcern Uncertainty

The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future.

As of April 30, 2024, the Company has total assets of $6,203,266 (July 31, 2023 - $27,163,577) and a negative working capital balance of $1,227,767 (July 31, 2023 - positive $25,147,050). The Company had negative cash flows from operating activities during the nine-month period ended April 30, 2024 of $20,090,398.

The Company is planning to finance its research and developmental activities from its existing and future working capital resources and will continue to evaluate additional sources of capital and financing. 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.

Liquidityand Capital Resources

As of April 30, 2024, the Company has a negative working capital of $1,227,767 (July 31, 2023 – positive $25,147,050) and an accumulated deficit of $84,229,532 (July 31, 2023 - $80,652,231).

As of April 30, 2024, the Company’s capital resources consist primarily of cash and cash equivalents, comprising mostly of cash on deposit with banks, investments in money market funds, investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements.

Historically, the Company has financed its operation through private and public placement of equity securities, as well as debt financing. The Company’s ability to fund its longer-term cash requirements is subject to multiple risks, many of which are beyond its control. The Company intends to raise additional capital, either through debt or equity financings in order to achieve its business plan objectives. Management believes that it can be successful in obtaining additional capital; however, there can be no assurance that the Company will be able to do so. There is no assurance that any funds raised will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail or cease its operations and implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. To this end, as of March 1, 2024, certain directors and officers have agreed to defer payment of their directors’ fees/compensation until further notice. In addition, we are reducing expenditure on certain non-core activities whilst maintaining our focus on our Phase 3 Bria-IMT™ pivotal study in advanced metastatic breast cancer.

During the nine-month period ended April 30, 2024, the Company’s overall position of cash and cash equivalents decreased by $20,315,398, as compared to $12,871,553 for the nine-month period ended April 30, 2023. This decrease in cash can be attributed to the following:

The Company’s net cash used in operating activities during the nine-month period ended April 30, 2024, was $20,090,398, as compared to $12,825,853 for the nine-month period ended April 30, 2023.

Cash used in investing activities for the nine-month period ended April 30, 2024, was $225,000 compared to nil for the nine-month period ended April 30, 2023.

Cash used in financing activities for the nine-month period ended April 30, 2024, was nil, as compared to $45,700 for the nine-month period ended April 30, 2023.

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Off-BalanceSheet Arrangements

None.

TabularDisclosure of Contractual Obligations

None.

CriticalAccounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in the MD&A section in our Annual Report.

NewAccounting Policies Adopted

The Company did not adopt any new accounting policies during the nine-month period ended April 30, 2024.

Item3. Quantitative and Qualitative Disclosures About Market Risk.

The Company’s financial instruments consist of cash and cash equivalents, investments, trade payable, and accrued expenses and other payables. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

Management understands that the Company is exposed to financial risk arising from fluctuations in foreign exchange rates and the degree of volatility of these rates as a portion of the Company’s transactions occur in Canadian Dollars (mainly costs relating to being a public company in Canada), and the Company’s functional and presentation currency is the US dollar. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management process. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility.

The type of risk exposure and the way in which such exposure is managed is as follows:

Credit Risk

The Company has no significant concentration of credit risk arising from operations. Management believes that the credit risk concentration with respect to financial instruments is remote.

Liquidity Risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they come due. As of April 30, 2024, the Company has total assets of $6,203,266 (July 31, 2023 - $27,163,577) and a negative working capital balance of $1,227,767 (July 31, 2023 – positive $25,147,050).

Market Risk

Interestrate risk

Interest Rate risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market interest rates. The Company does not believe it is exposed to material interest rate risk as it has no interest-bearing debt.

Pricerisk

As the Company has no revenues, price risk is remote.

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Exchangerisk

The Company is exposed to foreign exchange risk as a portion of the Company’s transactions occur in Canadian Dollars (mainly costs relating to being a public company in Canada) and, therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its Canadian denominated trade payable and cash. As of April 30, 2024, a 5% depreciation or appreciation of the Canadian dollar against the US dollar would not have a material effect on the in total loss and comprehensive loss.

FairValues

The carrying values of cash and cash equivalents, trade payable, and accrued expenses and other payables approximate their fair values due to their short terms to maturity.

Cash and cash equivalents are valued using quoted market prices in active markets. The fair value of the warrant liability is determined based on the nature of the warrant. For publicly traded warrants we use the quoted market price and for all other warrants we use the Black-Scholes pricing model.

Item4. Controls and Procedures.

DisclosureControls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal accounting and financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our principal executive officer and principal accounting and financial officer have concluded that as of April 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.

Changesin Internal Control over Financial Reporting

There have not been material changes in our internal control over financial reporting during the quarter ended April 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART

II - OTHER INFORMATION

Item1. Legal Proceedings.

None.

Item1A. Risk Factors.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed in our Annual Report for the year ended July 31, 2023.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities during the three months ended April 30, 2024

Item3. Defaults Upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not Applicable.

Item5. Other Information.

None.

Item6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

Exhibit	Description
31.1	Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2	Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.INS	Inline<br> XBRL Instance Document*
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document*
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document*
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline<br> XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BRIACELL THERAPEUTICS CORP.
June<br> 14, 2024	By:	/s/ William V. Williams
	Name:	William<br> V. Williams
	Title:	Chief<br> Executive Officer
		(Principal<br> Executive Officer)
June<br> 14, 2024	By:	/s/ Gadi Levin
	Name:	Gadi<br> Levin
	Title:	Chief<br> Financial Officer
		(Principal<br> Financial and Accounting Officer)

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Exhibit31.1

CERTIFICATION

I, William V. Williams, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of BriaCell Therapeutics Corp.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
June<br> 14, 2024	/s/ William V. Williams
---	---
	William<br> V. Williams
	President and Chief Executive Officer
	(Principal Executive Officer)

Exhibit31.2

CERTIFICATION

I, Gadi Levin, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of BriaCell Therapeutics Corp.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
June<br> 14, 2024	/s/ Gadi Levin
---	---
	Gadi<br> Levin
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of BriaCell Therapeutics Corp. (the “Company”) for the quarter ended April 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William V. Willams, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934, as amended; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
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June<br> 14, 2024	/s/ William V. Williams
---	---
	William<br> V. Williams
	President and Chief Executive Officer
	(Principal Executive Officer)

Exhibit32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of BriaCell Therapeutics Corp. (the “Company”) for the quarter ended April 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gadi Levin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of knowledge:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934, as amended; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
---	---
June<br> 14, 2024	/s/ Gadi Levin
---	---
	Gadi<br> Levin
	Chief Financial Officer
	(Principal Financial and Accounting Officer)