BCTXL

EX-99.3

2 ex99-1.htm

Exhibit 99.1

BriaCell Therapeutics Corp

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

As of October 31, 2021

Expressed in United States Dollars

(Unaudited)

NOTICE

TO READER

As of July 31, 2022, BriaCell Therapeutics Corp. (the “Company”) determined that it no longer qualified as a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act. This means that, as of August 1, 2022, the Company has been required to comply with all of the periodic disclosure requirements of the Securities Exchange Act of 1934 applicable to U.S. domestic issuers, such as Forms 10-K, 10-Q and 8-K, rather than the forms the Company has filed with the Securities and Exchange Commission (“SEC”) in the past, as a foreign private issuer, such as Forms 40-F and 6-K. Accordingly, the Company is now required to prepare its financial statements filed with the SEC in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

As required pursuant to section 4.3(4) of National Instrument 51-102 – Continuous Disclosure Obligations, the Company must restate its interim financial statements for the fiscal year ended July 31, 2022 in accordance with U.S. GAAP, such interim financial statements having previously been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The attached restated condensed interim consolidated financial statements (the “Financial Statements”) for the three month period ended October 31, 2021 and 2020 have been prepared in accordance with U.S. GAAP, are current as of December 14, 2021 and provide financial information for the three month period ended October 31, 2021 and 2020, as restated on October 27, 2022. Other than as expressly set forth above, the revised Financial Statements do not, and do not purport to, update or restate the information in the original condensed interim consolidated financial statements or reflect any events that occurred after the date of the filing of the original condensed interim consolidated financial statements.

The Company’s Annual Report on Form 10-K (the “Annual Report”) dated October 27, 2022 is available under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Readers are cautioned that these Financial Statements should be read in conjunction with the Annual Report, including the consolidated financial statements and the related notes thereto included in Item 8 thereof.

BriaCell Therapeutics Corp

Condensed Consolidated Balance Sheet

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

October 31, 2021 July 31, 2021

(Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents $55,490,086 $57,268,685

Amounts receivable 19,329 12,574

Prepaid expenses and other current assets 406,786 516,891

Total current assets 55,916,201 57,798,150

NON-CURRENT ASSETS:

Investments 2 2

Intangible assets, net 241,793 245,610

Total non-current assets

241,795 245,612

Total assets $56,157,996 $58,043,762

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Trade payables $240,051 $214,116

Accrued expenses and other payables 191,315 342,679

Total current liabilities 431,366 556,795

NON-CURRENT LIABILITIES:

Warrant liability 54,115,889 29,789,260

Government loans 26,964 25,986

Total non-current liabilities

54,142,853 29,815,246

SHAREHOLDERS’ EQUITY:

Share Capital of no par value - Authorized: unlimited at October 31, 2021 and July 31, 2021, respectively; Issued and outstanding: 15,370,412 and 15,269,853 shares October 31, 2021 and July 31, 2021, respectively

55,701,579

54,774,172

Additional paid in capital 2,696,264 2,178,130

Accumulated other comprehensive loss (138,684) (138,684)

Accumulated deficit (56,675,382) (29,141,897)

Total shareholders’ equity (deficit)

1,583,777 27,671,721

Total liabilities and shareholders’ equity (deficit)

$56,157,996 $58,043,762

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

Page 2

BriaCell Therapeutics Corp

Condensed Consolidated Statements of Operations and Comprehensive Loss

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

Three months ended October 31,

2021 2020

(Unaudited) (Unaudited)

Operating Expenses:

Research and development expenses $875,636 $149,062

General and administrative expenses 1,409,173 231,309

Total operating expenses 2,284,809 380,371

Operating loss (2,284,809) (380,371)

Financial expenses, net (25,248,676) (40,956)

Loss for the period (27,533,485) (421,327)

Other comprehensive loss - Foreign currency translation adjustment

- 35,340

Comprehensive loss for the period $(27,533,485) $(385,987)

Net loss per share – basic and diluted

$(1.81) $(0.54)

Weighted average number of shares used in computing net basic and diluted earnings per share of common stock 15,238,646 774,401

The accompanying notes are an integral part of the co