BCTX BriaCell Therapeutics Corporation

 

 

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 October 31, 2023

 

☐ 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)

 

Delaware		47-1099599
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

235 15th Street, Suite 300, West Vancouver, 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 shares, no par value		BCTX		The Nasdaq Stock Market LLC
Warrants to purchase common shares, no par value		BCTXW		The 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.

 

	☐ Large accelerated filer	☐Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ 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 December 14, 2023, 15,981,726 shares of the registrant’s common shares, no par value per share, were issued and outstanding.

 

 

 

BRIACELL THERAPEUTICS CORP.

Form 10-Q

Table of Contents

 

		Page
Part I. Financial Information		3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of October 31, 2023 (unaudited) and July 31, 2023 (audited)	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended Condensed Consolidated Balance Sheets as of October 31, 2023	4
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the three months ended October 31, 2023	5
	Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended October 31, 2023	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	18
Item 4.	Controls and Procedures	19
Part II. Other Information		19
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	20
Item 6.	Exhibits	20
Part III. Signatures		21

 

 

PART I-FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		October 31, 2023				July 31, 2023
		(Unaudited)				(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	13,645,847			$	21,251,092
Amounts receivable			21,410				18,873
Prepaid expenses			4,740,726				5,678,542
Total current assets			18,407,983				26,948,507
NON-CURRENT ASSETS:
Investments			2				2
Intangible assets, net			211,250				215,068
Total non-current assets			211,252				215,070
Total assets		$	18,619,235			$	27,163,577
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables		$	433,915			$	1,123,739
Accrued expenses and other payables			612,590				677,718
Total current liabilities			1,046,505				1,801,457
NON-CURRENT LIABILITIES:
Warrant liability			15,056,430				29,139,301
Total non-current liabilities			15,056,430				29,139,301
SHAREHOLDERS’ EQUITY (DEFICIT):
Share capital of no par value - Authorized: unlimited at October 31, 2023 and July 31, 2023, Issued and outstanding: 15,981,726 shares October 31, 2023 and July 31, 2023, respectively			69,591,784				69,591,784
Additional paid in capital			7,918,999				7,421,950
Accumulated other comprehensive loss			(138,684	)			(138,684	)
Non-controlling interest			(205,111	)			-
Accumulated deficit			(74,650,688	)			(80,652,231	)
Total shareholders’ equity (deficit)			2,516,300				(3,777,181	)
Total liabilities and shareholders’ equity (deficit)		$	18,619,235			$	27,163,577

 

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

 

 

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

		2023				2022
		Three months ended October 31,
		2023				2022
Operating Expenses:
Research and development expenses		$	6,857,257			$	3,255,215
General and administrative expenses			1,645,771				2,147,936
Total operating expenses			8,503,028				5,403,151
Operating loss			(8,503,028	)			(5,403,151	)
Financial income, net			14,461,900				4,296,610
Net income (loss) for the period			5,958,872				(1,106,541	)
Net loss attributable to non-controlling interest			(42,671	)			-
Net income (loss) for the period attributable to BriaCell			6,001,543				(1,106,541	)
Net income (loss) per share attributable to BriaCell – basic		$	0.38			$	(0.07	)
Net income (loss) per share attributable to BriaCell – diluted			(0.50	)			(0.07	)
Weighted average number of shares used in computing net basic earnings per share of common stock			15,981,726				15,518,018
Weighted average number of shares used in computing net diluted earnings per share of common stock			16,674,891				15,518,018

 

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

 

 

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

FOR THE THREE MONTHS ENDED OCTOBER 31, 2023

 

		Share capital								Additional paid in				Accumulated other comprehensive				Accumulated				Total shareholders’
		Number				Amount				capital				loss				deficit				equity
Balance, July 31, 2022			15,518,018			$	65,589,293			$	5,228,160			$	(138,684	)		$	(60,349,837	)	-	$	10,328,932
Issuance of options			-				-				1,111,941				-				-				1,111,941
Loss for the period			-				-				-				-				(1,106,541	)	-		(1,106,541	)
Balance, October 31, 2022			15,518,018			$	65,589,293			$	6,340,101			$	(138,684	)		$	(61,456,378	)	-	$	10,334,332

 

		Share capital								Additional paid in				Accumulated other comprehensive				Accumulated				Non- controlling				Total shareholders’equity
		Number				Amount				capital				loss				Equity				interest				(deficit)
Balance, July 31, 2023			15,981,726			$	69,591,784			$	7,421,950			$	(138,684	)		$	(80,652,231	)			-			$	(3,777,181	)
Balance			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			-				-				533,816				-				-				-				533,816
Income (loss) for the period			-				-				-				-				6,001,543				(42,671	)			5,958,872
Balance, October 31, 2023			15,981,726			$	69,591,784			$	7,918,999			$	(138,684	)		$	(74,650,688	)			(205,111	)		$	2,516,300
Balance			15,981,726			$	69,591,784			$	7,918,999			$	(138,684	)		$	(74,650,688	)			(205,111 )			$	2,516,300

 

 

BRIACELL THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

		2023				2022
		Three months ended October 31,
		2023				2022
Cash flow from operating activities
Net income (loss) for the period		$	5,958,872			$	(1,106,541	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			3,818				3,818
Share-based compensation			533,816				1,111,941
Interest expense			-				-
Change in fair value of warrants			(14,282,078	)			(4,117,790	)
Changes in assets and liabilities:
Increase in amounts receivable			(2,537	)			(5,595	)
Decrease in prepaid expenses			937,816				538,822
(Decrease) increase in accounts payable			(689,824	)			328,468
Decrease in accrued expenses and other payables			(65,128	)			(295,505	)
Total cash flow from operating activities			(7,605,245	)			(3,542,382	)
Cash flows from financing activities
Share and warrant buyback program			-				(47,294	)
Total cash flow from financing activities			-				(47,294	)
Decrease in cash and cash equivalents			(7,605,245	)			(3,589,676	)
Cash and cash equivalents at beginning of the period			21,251,092				41,041,652
Cash and cash equivalents at end of the period		$	13,645,847			$	37,451,976

 

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

 

 

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

 

	a.	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 the Company also trades on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX” and “BCTXW”.
	b.	BriaCell Therapeutics Corporation. (the “Company”), 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 and is expected to start before end of 2023. 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.
	c.	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.

 

	d.	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 October 31, 2023 was $74,650,688 and negative cash flows from operating activities during the three-month period ended October 31, 2023 was $7,605,245. 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 believes that its existing capital resources will be adequate to satisfy its expected liquidity requirements for at least twelve months from the issuance of the condensed consolidated financial statements.
	e.	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. (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, was incorporated under the Business Corporations Act (British Columbia). As of July 31, 2023, BriaPro was a wholly-owned subsidiary.
	f.	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 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.

 

7

 

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 condensed consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.

 

b. 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 June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. Effective August 1, 2021, the Company early adopted ASU 2016-13. Adoption of the new standard did not have a material impact on the financial statements.
	2.	In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for the company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020. Effective August 1, 2021, the Company early adopted ASU 2020-06. Adoption of the new standard did not have a material impact on the financial statements.

 

8

 

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 3: CONTINGENT LIABILITIES AND COMMITMENTS

 

	a.	BriaPro 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 was on a month-to-month lease arrangement for office and lab space in Philadelphia, PA, in the amount of approximately $16,500 per month. Commencing September 1, 2023 a new lease will commence, replacing the current month-to-month agreement with a 12-month commitment (ending August 31, 2024) of approximately $36,000 per month.

 

NOTE 4: FAIR VALUE MEASUREMENTS

 

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

SCHEDULE OF FAIR VALUE ON A RECURRING BASIS 

		Fair Value Measurements at
		October 31, 2023												July 31, 2023
		Level 1				Level 2				Total				Level 1				Level 2				Total
Financial Assets:
Cash and cash equivalents			13,645,847				-				13,645,847				21,251,092				-				21,251,092
Total assets measured at fair value		$	13,645,847			$	-			$	13,645,847			$	21,251,092			$	-			$	21,251,092
Financial liabilities:
Warrants liability			4,394,042				10,662,388				15,056,430				9,742,023				19,397,278				29,139,301
Total liabilities measured at fair value		$	4,394,042			$	10,662,388			$	15,056,430			$	9,742,023			$	19,397,278			$	29,139,301

 

We classify our 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.

 

9

 

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: 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 three-month period ended October 31, 2023.

 

c. Share Purchase Warrants

 SUMMARY OF CHANGES IN WARRANTS 

(i)

There were no changes in share purchase warrants for the three-month period ended October 31, 2023 as presented below:

 

		Number of warrants outstanding				Weighted average exercise price
Balance, July 31, 2023 and October 31, 2023			8,121,650			$	5.76

 

 SCHEDULE OF WARRANTS OUTSTANDING 

(ii)

As of October 31, 2023, warrants outstanding were as follows:

 

Number of Warrants				Exercise Price(*)				Exercisable At October 31, 2023				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 3(a).

 

d. Compensation Warrants

   

(i)

There were no changes to compensation warrants for the three-month period ended October 31, 2023.

 

(ii)

As of October 31, 2023, compensation warrants outstanding were as follows:

  SCHEDULE OF WARRANTS OUTSTANDING

Number of Warrants				Exercise Price(*)				Exercisable At October 31, 2023				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 3(a).

 

10

 

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: SHAREHOLDERS’ EQUITY (Cont.)

 

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		$	(14,282,078	)
Balance as of October 31, 2023		$	15,056,430

 

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

 SCHEDULE OF VALUATION OF WARRANTS 

		October 31, 2023				July 31, 2023
Share price		$	4.25			$	6.69
Exercise price		$	5.31-6.19			$	5.31-6.19
Expected life (years)			2.32-3.10				2.58-3.35
Volatility			100	%			100	%
Dividend yield			0	%			0	%
Risk free rate			4.92	%			4.51	%

 

The key inputs used in the valuation of the of the BriaPro Warrant Shares as of October 31, 2023 were as follows:

 SCHEDULE OF VALUATION OF WARRANTS 

		August 31, 2023 (Effective Date)				October 31, 2023
Share price		$	0.0365			$	0.0365
Exercise price		$	0.0206-0.0308			$	0.0206-0.0308
Expected life (years)			2.21-3.27				2.05-3.10
Volatility			100	%			100	%
Dividend yield			0	%			0	%
Risk free rate			4.40	%			4.50	%

 

NOTE 6: SHARE-BASED COMPENSATION

 

	a.	On August 2, 2022, the Company approved an omnibus equity incentive plan (“Omnibus Plan), which will permit the Company to grant incentive stock options, preferred share units, restricted share units (“RSU’s”), and deferred share units (collectively, the “Awards”) for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary of the Company. The maximum number of shares available for issuance under the Omnibus Plan shall not exceed 15% of the issued and outstanding Shares, from time to time, less the number of Shares reserved for issuance under all other security-based compensation arrangements of the Company, including the existing Stock Option Plan. On February 9, 2023, the Omnibus Plan was approved by the shareholders.
	b.	The following table summarizes the number of options granted to directors, officers, employees and consultants under the option plan for three-month period ended October 31, 2023 and related information:

 

SUMMARY OF NUMBER OF OPTIONS GRANTED

		Number of options				Weighted average exercise price				Weighted average remaining contractual term (in years)				Aggregate intrinsic value
Balance as of July 31, 2023			2,131,400			$	6.19				3.55			$	1,065,700
Balance as of October 31, 2023			2,131,400				6.16				3.30				-
Exercisable as of October 31, 2023			1,693,718			$	6.17				3.02			$	-

 

As of October 31, 2023, there are $2,056,830 of total unrecognized costs related to share-based compensation that is expected to be recognized over a period of up to 1.50 years.

 

11

 

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 6: SHARE-BASED COMPENSATION (Cont.)

 

c.	The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of October 31, 2023.

 SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS

Exercise price				Options outstanding as of October 31, 2023				Weighted average remaining contractual term (years)				Options exercisable as of October 31, 2023				Weighted average remaining contractual term (years)				Expiry Date
$	6.03				440,000				4.64				110,000				4.64			June 20, 2028
$	7.16				21,000				4.33				7,875				4.33			February 27, 2028
$	6.04				180,100				3.76				112,563				3.76			August 02, 2027
$	4.71				31,000				3.56				23,250				3.56			May 20, 2027
$	7.51				150,000				3.29				131,250				3.29			February 16, 2027
$	8.47				524,700				3.20				524,700				3.20			January 13, 2027
$	7.15				12,600				3.00				12,080				3.00			November 01, 2026
$	5.74				100,000				2.84				100,000				2.84			September 01, 2026
$	4.24				60,000				2.47				60,000				2.47			April 19, 2026
$	4.24				612,000				2.41				612,000				2.41			March 29, 2026
					2,131,400								1,693,718

 

d.	As result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of October 31, 2023:

 SCHEDULE OF OPTION ISSUED AND OUTSTANDING

Exercise Price				Options outstanding as of October 31, 2023				Options exercisable as of October 31, 2023				Expiry Date
$	0.0933				440,000				110,000			June 20, 2028
$	0.1108				21,000				7,875			February 27, 2028
$	0.0984				180,100				112,563			August 02, 2027
$	0.0729				31,000				23,250			May 20, 2027
$	0.1162				150,000				131,250			February 16, 2027
$	0.1310				524,700				524,700			January 13, 2027
$	0.1165				12,600				12,080			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				1,693,718

 

e.	Restricted Share Unit Plan

 

The following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of October 31, 2023:

 SUMMARY OF RESTRICTED STOCK UNITS GRANTED

		Number of RSU’s outstanding				Aggregate intrinsic value
Balance, July 31, 2023			19,200			$	123,072
Balance, October 31, 2023			19,200			$	81,600

 

f.	The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three-month period ended October 31, 2023 and 2022 is comprised as follows:

 

SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES

		2023				2022
		Three months ended October 31,
		2023				2022
Research and development expenses		$	257,809				350,256
General and administrative expenses			276,007				761,685
Total share-based compensation		$	533,816				1,111,941

 

12

 

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 7: 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-month period ending October 31, 2022, leading to the exclusion of potentially dilutive ordinary shares. Conversely, a gain was recorded for the three-month period ending October 31, 2023, resulting in the inclusion of all potentially dilutive ordinary shares.

 SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE

		2023				2022
		Three months ended October 31,
		2023				2022
		(Unaudited)				(Unaudited)
Basic EPS
Numerator:
Net income (loss)		$	6,001,543			$	(1,106,541	)
Denominator:
Shares used in computation of basic earnings per share			15,981,726				15,518,018
Basic EPS		$	0.38			$	(0.07	)
Diluted EPS
Numerator:
Net income (loss) attributable to common stock, basic		$	6,001,543			$	(1,106,541	)
Adjustment: Change in fair value of warrant liability			(14,282,078	)			-
Net (loss) attributable to common stock, diluted		$	(8,280,535	)		$	(1,106,541	)
Denominator:
Shares used in computing net EPS of common stock, basic			15,981,726				15,518,018
Stock Options			211,434				-
Warrants			481,731				-
Shares used in computation of diluted earnings per share			16,674,891				15,518,018
Diluted EPS		$	(0.50	)		$	(0.07	)

 

NOTE 8: FINANCIAL INCOME (EXPENSES), NET

 SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET

		2023				2022
		Three months ended October 31,
		2023				2022
Interest income		$	190,815			$	188,353
Change in fair value of warrant liability			14,282,078				4,117,790
Foreign exchange loss			(10,993	)			(9,533	)
Financial income, net		$	14,461,900			$	4,296,610

 

NOTE 9: SUBSEQUENT EVENTS

 

The Company evaluated the possibility of subsequent events existing in the Company’s unaudited condensed consolidated financial statements through December 14, 2023, 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.

 

 

Item 2. 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 we believe is important in understanding the results of our operations, financial condition, and potential future trends.
	●	Part 2 - Results of Operations. This section provides an analysis of our results of operations for the first quarter of fiscal 2023 in comparison to the first quarter of fiscal 2023.
	●	Part 3 - Financial Liquidity and Capital Resources. This section provides an analysis of our cash flows and outstanding debt and commitments. Included in this analysis is a discussion 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.

 

Cautionary Note 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 in a pivotal¹ Phase 3 study in advanced metastatic breast cancer. BriaCell recently reported benchmark-beating patient survival and clinical benefit in advanced metastatic breast with median overall survival of 13.5 months in BriaCell’s advanced metastatic breast cancer patients vs. 6.7-9.8 months for similar patients reported in the literature². 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.

 

Recent Developments

 

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”).

 

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.

 

Computershare Investor Services Inc. (“Computershare”) will forward replacement certificates to each Company shareholder that is entitled to receive certificates, representing their allotted number of BriaPro common shares and BriaCell common shares in accordance with the Arrangement. Letters of transmittal have been mailed to registered holders of BriaCell common shares, which must be completed and returned to Computershare together with the share certificates of BriaCell common shares at the address specified in the letter of transmittal in order for Company shareholders to receive common shares of BriaPro and new common shares of BriaCell. A copy of the letter of transmittal is also available under the Company’s profile on SEDAR at www.sedar.com.

 

As noted above, 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 approximately 47,945,178 BriaPro common shares issued and outstanding. 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.

 

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.

 

 

Results of Operations for the Three Months Ended October 31, 2023, and 2022

 

		Three months ended October 31,
		2023				2022
		(Unaudited)				(Unaudited)
Operating Expenses:
Research and development expenses		$	6,857,257			$	3,255,215
General and administrative expenses			1,645,771				2,147,936
Total operating expenses			8,503,028				5,403,151
Operating loss			(8,503,028	)			(5,403,151	)
Financial income, net
Interest income			190,815				188,353
Change in fair value of warrant liability			14,282,078				(4,117,790	)
Foreign exchange gain			(10,993	)			(9,533	)
Total financial income, net			14,461,900				4,296,610
Income (loss) for the period			5,958,872				(1,106,541	)
Losses attributable to noncontrolling interest			(42,671	)			-
Income (loss) for the period attributable to BriaCell			6,001,543				(1,106,541	)
Net earnings (loss) per share attributable to BriaCell – basic		$	0.38			$	(0.07	)
Net earnings (loss) per share attributable to BriaCell – diluted			(0.50)				(0.07	)
Weighted average number of shares used in computing net basic earnings per share of common stock			15,981,726				15,518,018
Weighted average number of shares used in computing net diluted earnings per share of common stock			16,674,891				15,518,018

 

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 October 31,
		2023				2022
Clinical trials		$	3,627,290			$	1,603,096
Pre-clinical projects			2,068,979				863,166
Chemical, Manufacturing and Control Costs (“CMC Costs”)			547,197				410,018
Other			613,791				378,935
		$	6,857,257			$	3,255,215

 

Our clinical trial expenses include our immunotherapy program, Bria-IMT™, a 46-subject Phase I/IIa clinical trial. Clinical trial expenses increased in 2023 as we recruited more patients into the Bria-IMT™ trial and began setting up the Bria-OTS™ trial.

 

Pre-clinical projects include expenses incurred in our off-the-shelf personalized immunotherapies, including Bria-OTS+™, Bria-PROS™, and pre-clinical work on our BriaPro Assets. 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™ and all quality control and quality assurance testing on the investigational product. CMC costs increased in 2023 to support the additional patients in our trials.

 

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. Other costs increased in 2023 as we investigated additional potential pre-clinical projects.

 

 

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

 

		Three months ended October 31,
		2023				2022
Clinical trial sites and investigational drug costs		$	5,397,438			$	2,041,939
Wages and salaries			1,020,725				716,544
Laboratory Rent			88,480				48,000
Supplies			89,023				93,364
Professional fees			3,782				5,112
Share-based compensation			257,809				350,256
		$	6,857,257			$	3,255,215

 

For the three-month period ending October 31, 2023, research costs amounted to $6,857,257, a significant increase from the $3,255,215 incurred during the same period in 2022. This upturn was primarily fueled by the expansion of the Company’s Bria-IMT™ trial and heightened costs associated with clinical trials and investigational drugs, surging from $2,041,939 in 2022 to $5,397,438 in 2023. Concurrently, laboratory costs increased due to the recruitment of additional employees, growing from $48,000 to $88,480. Notably, non-cash share-based compensation expenses decreased from $350,256 in 2022 to $257,809 in 2023, mitigating some of the overall increase in research and development expenses.

 

General and Administrative Expenses

 

For the three-month period ending October 31, 2023, general and administrative expenses amounted to $1,645,771, showing a decrease from $2,147,936 in the same period of 2022. This reduction is mainly attributed to a decrease in non-cash share-based compensation expenses, which declined from $761,685 in 2022 to $276,007 in 2023.

 

Financial income (expenses), net

 

For the three-month period ending October 31, 2023, net financial income amounted to $14,461,900, a significant increase from the $4,296,610 recorded in the same period of 2022. 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 $14,282,078 for the three-month period ended October 31, 2023, compared to a gain of $4,117,790 in the three-month period ended October 31, 2022.

 

Profit (loss) for the period

 

For the three-month period ended October 31, 2023, the Company reported a profit of $5,958,872 compared to a loss of $1,106,541 for the same period in 2022. The profit in 2023 primarily resulted from increased operational spending, offset by a large gain due to the decrease in fair value of the warrant liability. In contrast, the loss in the prior period was primarily due to a smaller change in the value of the Company’s warrant liability.

 

Going Concern 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 October 31, 2023, the Company has total assets of $18,619,235 (July 31, 2023 - $27,163,577) and a positive working capital balance of $17,361,478 (July 31, 2023 -$25,147,050).

 

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 Company believes that its existing capital resources will be adequate to satisfy its expected liquidity requirements for at least twelve months from the issuance of the condensed consolidated financial statements.

 

 

Liquidity and Capital Resources

 

As of October 31, 2023, the Company has working capital of $17,361,478 (July 31, 2023 - $25,147,050) and an accumulated deficit of $74,560,688 (July 31, 2023 - $80,652,231).

 

As of October 31, 2023, 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.

 

During the period ended October 31, 2023, the Company’s overall position of cash and cash equivalents decreased by $7,605,245 from the period ended October 31, 2022 (including effects of foreign exchange). This decrease in cash can be attributed to the following:

 

The Company’s net cash used in operating activities during the period ended October 31, 2023, was $7,605,245 as compared to $3,542,382 for the period ended October 31, 2022.

 

Cash used in financing activities for the period ended October 31, 2023, was nil as compared to $47,294 for the period ended October 31, 2022.

 

 

Off-Balance Sheet Arrangements

 

None.

 

Tabular Disclosure of Contractual Obligations

 

None.

 

Critical Accounting 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.

 

New Accounting Policies Adopted

 

The Company did not adopt any new accounting policies during the period ended October 31, 2023.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

The Company’s financial instruments consist of cash and cash equivalents, investments, warrant liability, short term loans, 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 objectives of the Board are 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 October 31, 2023, the Company has total assets of $18,619,235 (July 31, 2023 - $27,163,577) and a positive working capital balance of $17,361,478 (July 31, 2023 –$25,147,050).

 

Market Risk

 

Interest rate risk

 

Interest Rate risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market interest rates. Loans payable include both fixed and variable interest rates; however, the Company does not believe it is exposed to material interest rate risk.

 

Price risk

 

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

 

 

Exchange risk

 

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 accounts payable and cash. As of October 31, 2023, 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.

 

Fair Values

 

The carrying values of cash and cash equivalents, trade payable, warrant liability, short term loans, 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 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.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls 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 October 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

There have not been material changes in our internal control over financial reporting during the quarter ended October 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. 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.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

There were no unregistered sales of equity securities during the three months ended October 31, 2023.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

 

Item 5. Other Information.

 

None.

 

Item 6. 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 XBRL Instance Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*	Filed herewith.

 

 

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.
December 14, 2023	By:	/s/ William V. Williams
	Name:	William V. Williams
	Title:	Chief Executive Officer
		(Principal Executive Officer)
December 14, 2023	By:	/s/ Gadi Levin
	Name:	Gadi Levin
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, William V. Williams, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q of BriaCell Therapeutics Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

December 14, 2023	/s/ William V. Williams
	William V. Williams
	President and Chief Executive Officer (Principal Executive Officer)

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Gadi Levin, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q of BriaCell Therapeutics Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

December 14, 2023	/s/ Gadi Levin
	Gadi Levin
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, William V. Williams, President and Chief Executive Officer of BriaCell Therapeutics Corp. (the “Company”), hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

1.	The Quarterly Report on Form 10-Q of the Company for the period ended October 31, 2023 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

December 14, 2023	/s/ William V. Williams
	William V. Williams
	President and Chief Executive Officer (Principal Executive Officer)

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Gadi Levin, Chief Financial Officer of BriaCell Therapeutics Corp. (the “Company”), hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

1.	The Quarterly Report on Form 10-Q of the Company for the period ended October 31, 2023 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

December 14, 2023	/s/ Gadi Levin
	Gadi Levin
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

v3.23.3

Cover - shares	3 Months Ended
	Oct. 31, 2023	Dec. 14, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--07-31
Entity File Number	001-40101
Entity Registrant Name	BRIACELL THERAPEUTICS CORP.
Entity Central Index Key	0001610820
Entity Tax Identification Number	47-1099599
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	235 15th Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	West Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V7T 2X1
City Area Code	604
Local Phone Number	921-1810
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		15,981,726
Common Shares No Par Value [Member]
Title of 12(b) Security	Common shares, no par value
Trading Symbol	BCTX
Security Exchange Name	NASDAQ
Warrants To Purchase Common Shares No Par Value [Member]
Title of 12(b) Security	Warrants to purchase common shares, no par value
Trading Symbol	BCTXW
Security Exchange Name	NASDAQ

v3.23.3

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 13,645,847	$ 21,251,092
Amounts receivable	21,410	18,873
Prepaid expenses	4,740,726	5,678,542
Total current assets	18,407,983	26,948,507
NON-CURRENT ASSETS:
Investments	2	2
Intangible assets, net	211,250	215,068
Total non-current assets	211,252	215,070
Total assets	18,619,235	27,163,577
CURRENT LIABILITIES:
Trade payables	433,915	1,123,739
Accrued expenses and other payables	612,590	677,718
Total current liabilities	1,046,505	1,801,457
NON-CURRENT LIABILITIES:
Warrant liability	15,056,430	29,139,301
Total non-current liabilities	15,056,430	29,139,301
SHAREHOLDERS’ EQUITY (DEFICIT):
Share capital of no par value - Authorized: unlimited at October 31, 2023 and July 31, 2023, Issued and outstanding: 15,981,726 shares October 31, 2023 and July 31, 2023, respectively	69,591,784	69,591,784
Additional paid in capital	7,918,999	7,421,950
Accumulated other comprehensive loss	(138,684)	(138,684)
Non-controlling interest	(205,111)
Accumulated deficit	(74,650,688)	(80,652,231)
Total shareholders’ equity (deficit)	2,516,300	(3,777,181)
Total liabilities and shareholders’ equity (deficit)	$ 18,619,235	$ 27,163,577

v3.23.3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
	Oct. 31, 2023	Jul. 31, 2023
Statement of Financial Position [Abstract]
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized, unlimited	Unlimited	Unlimited
Common stock, shares issued	15,981,726	15,981,726
Common stock, shares outstanding	15,981,726	15,981,726

v3.23.3

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Operating Expenses:
Research and development expenses	$ 6,857,257	$ 3,255,215
General and administrative expenses	1,645,771	2,147,936
Total operating expenses	8,503,028	5,403,151
Operating loss	(8,503,028)	(5,403,151)
Financial income, net	14,461,900	4,296,610
Net income (loss) for the period	5,958,872	(1,106,541)
Net loss attributable to non-controlling interest	(42,671)
Net income (loss) for the period attributable to BriaCell	$ 6,001,543	$ (1,106,541)
Net income (loss) per share attributable to BriaCell – basic	$ 0.38	$ (0.07)
Net income (loss) per share attributable to BriaCell – diluted	$ (0.50)	$ (0.07)
Weighted average number of shares used in computing net basic earnings per share of common stock	15,981,726	15,518,018
Weighted average number of shares used in computing net diluted earnings per share of common stock	16,674,891	15,518,018

v3.23.3

Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at Jul. 31, 2022	$ 65,589,293	$ 5,228,160	$ (138,684)	$ (60,349,837)		$ 10,328,932
Balance, shares at Jul. 31, 2022	15,518,018
Issuance of options		1,111,941				1,111,941
Income (loss) for the period				(1,106,541)		(1,106,541)
Balance at Oct. 31, 2022	$ 65,589,293	6,340,101	(138,684)	(61,456,378)		10,334,332
Balance, shares at Oct. 31, 2022	15,518,018
Balance at Jul. 31, 2023	$ 69,591,784	7,421,950	(138,684)	(80,652,231)		(3,777,181)
Balance, shares at Jul. 31, 2023	15,981,726
Issuance of options		533,816				533,816
Income (loss) for the period				6,001,543	(42,671)	5,958,872
Instruments issued to minority shareholders at the Arrangement Date		(36,767)			(162,440)	(199,207)
Balance at Oct. 31, 2023	$ 69,591,784	$ 7,918,999	$ (138,684)	$ (74,650,688)	$ (205,111)	$ 2,516,300
Balance, shares at Oct. 31, 2023	15,981,726

v3.23.3

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Cash flow from operating activities
Net income (loss) for the period	$ 5,958,872	$ (1,106,541)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,818	3,818
Share-based compensation	533,816	1,111,941
Interest expense
Change in fair value of warrants	(14,282,078)	(4,117,790)
Changes in assets and liabilities:
Increase in amounts receivable	(2,537)	(5,595)
Decrease in prepaid expenses	937,816	538,822
(Decrease) increase in accounts payable	(689,824)	328,468
Decrease in accrued expenses and other payables	(65,128)	(295,505)
Total cash flow from operating activities	(7,605,245)	(3,542,382)
Cash flows from financing activities
Share and warrant buyback program		(47,294)
Total cash flow from financing activities		(47,294)
Decrease in cash and cash equivalents	(7,605,245)	(3,589,676)
Cash and cash equivalents at beginning of the period	21,251,092	41,041,652
Cash and cash equivalents at end of the period	$ 13,645,847	$ 37,451,976

v3.23.3

GENERAL	3 Months Ended
	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GENERAL	NOTE 1: GENERAL     a. 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 the Company also trades on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX” and “BCTXW”.         b. BriaCell Therapeutics Corporation. (the “Company”), 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 and is expected to start before end of 2023. 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.         c. 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.     d. 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 October 31, 2023 was $74,650,688 and negative cash flows from operating activities during the three-month period ended October 31, 2023 was $7,605,245. 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 believes that its existing capital resources will be adequate to satisfy its expected liquidity requirements for at least twelve months from the issuance of the condensed consolidated financial statements.         e. 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. (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, was incorporated under the Business Corporations Act (British Columbia). As of July 31, 2023, BriaPro was a wholly-owned subsidiary.         f. 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 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.     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)

v3.23.3

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Oct. 31, 2023
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	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 condensed consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.   b. 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 June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. Effective August 1, 2021, the Company early adopted ASU 2016-13. Adoption of the new standard did not have a material impact on the financial statements.         2. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for the company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020. Effective August 1, 2021, the Company early adopted ASU 2020-06. Adoption of the new standard did not have a material impact on the financial statements.     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)

v3.23.3

CONTINGENT LIABILITIES AND COMMITMENTS	3 Months Ended
	Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
CONTINGENT LIABILITIES AND COMMITMENTS	NOTE 3: CONTINGENT LIABILITIES AND COMMITMENTS     a. BriaPro 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 was on a month-to-month lease arrangement for office and lab space in Philadelphia, PA, in the amount of approximately $16,500 per month. Commencing September 1, 2023 a new lease will commence, replacing the current month-to-month agreement with a 12-month commitment (ending August 31, 2024) of approximately $36,000 per month.

v3.23.3

FAIR VALUE MEASUREMENTS	3 Months Ended
	Oct. 31, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 4: FAIR VALUE MEASUREMENTS   The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of October 31, 2023 and July 31, 2023: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS      Fair Value Measurements at       October 31, 2023     July 31, 2023       Level 1     Level 2     Total     Level 1     Level 2     Total   Financial Assets:                                                 Cash and cash equivalents     13,645,847       -       13,645,847       21,251,092       -       21,251,092                                                     Total assets measured at fair value   $ 13,645,847     $ -     $ 13,645,847     $ 21,251,092     $ -     $ 21,251,092                                                     Financial liabilities:                                                 Warrants liability     4,394,042       10,662,388       15,056,430       9,742,023       19,397,278       29,139,301                                                     Total liabilities measured at fair value   $ 4,394,042     $ 10,662,388     $ 15,056,430     $ 9,742,023     $ 19,397,278     $ 29,139,301     We classify our 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.     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)

v3.23.3

SHAREHOLDERS’ EQUITY	3 Months Ended
	Oct. 31, 2023
Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 5: 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 three-month period ended October 31, 2023.   c. Share Purchase Warrants  SUMMARY OF CHANGES IN WARRANTS    (i) There were no changes in share purchase warrants for the three-month period ended October 31, 2023 as presented below:       Number of warrants outstanding     Weighted average exercise price   Balance, July 31, 2023 and October 31, 2023     8,121,650     $ 5.76      SCHEDULE OF WARRANTS OUTSTANDING    (ii) As of October 31, 2023, warrants outstanding were as follows:   Number of Warrants     Exercise Price(*)     Exercisable At October 31, 2023     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 3(a).   d. Compensation Warrants       (i) There were no changes to compensation warrants for the three-month period ended October 31, 2023.     (ii) As of October 31, 2023, compensation warrants outstanding were as follows:   SCHEDULE OF WARRANTS OUTSTANDING Number of Warrants     Exercise Price(*)     Exercisable At October 31, 2023     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 3(a).     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: SHAREHOLDERS’ EQUITY (Cont.)   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   $ (14,282,078 )           Balance as of October 31, 2023   $ 15,056,430     The key inputs used in the valuation of the non-public warrants as of October 31, 2023 and at July 31, 2023 were as follows:  SCHEDULE OF VALUATION OF WARRANTS      October 31, 2023     July 31, 2023                 Share price   $ 4.25     $ 6.69   Exercise price   $ 5.31-6.19     $ 5.31-6.19   Expected life (years)     2.32-3.10       2.58-3.35   Volatility     100 %     100 % Dividend yield     0 %     0 % Risk free rate     4.92 %     4.51 %   The key inputs used in the valuation of the of the BriaPro Warrant Shares as of October 31, 2023 were as follows:  SCHEDULE OF VALUATION OF WARRANTS      August 31, 2023 (Effective Date)     October 31, 2023                 Share price   $ 0.0365     $ 0.0365   Exercise price   $ 0.0206-0.0308     $ 0.0206-0.0308   Expected life (years)     2.21-3.27       2.05-3.10   Volatility     100 %     100 % Dividend yield     0 %     0 % Risk free rate     4.40 %     4.50 %

v3.23.3

SHARE-BASED COMPENSATION	3 Months Ended
	Oct. 31, 2023
Share-Based Payment Arrangement [Abstract]
SHARE-BASED COMPENSATION	NOTE 6: SHARE-BASED COMPENSATION     a. On August 2, 2022, the Company approved an omnibus equity incentive plan (“Omnibus Plan), which will permit the Company to grant incentive stock options, preferred share units, restricted share units (“RSU’s”), and deferred share units (collectively, the “Awards”) for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary of the Company. The maximum number of shares available for issuance under the Omnibus Plan shall not exceed 15% of the issued and outstanding Shares, from time to time, less the number of Shares reserved for issuance under all other security-based compensation arrangements of the Company, including the existing Stock Option Plan. On February 9, 2023, the Omnibus Plan was approved by the shareholders.     b. The following table summarizes the number of options granted to directors, officers, employees and consultants under the option plan for three-month period ended October 31, 2023 and related information:   SUMMARY OF NUMBER OF OPTIONS GRANTED     Number of options     Weighted average exercise price     Weighted average remaining contractual term (in years)     Aggregate intrinsic value                             Balance as of July 31, 2023     2,131,400     $ 6.19       3.55     $ 1,065,700                                     Balance as of October 31, 2023     2,131,400       6.16       3.30       -                                     Exercisable as of October 31, 2023     1,693,718     $ 6.17       3.02     $ -     As of October 31, 2023, there are $2,056,830 of total unrecognized costs related to share-based compensation that is expected to be recognized over a period of up to 1.50 years.     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 6: SHARE-BASED COMPENSATION (Cont.)   c. The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of October 31, 2023.  SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS Exercise price     Options outstanding as of October 31, 2023     Weighted average remaining contractual term (years)     Options exercisable as of October 31, 2023     Weighted average remaining contractual term (years)     Expiry Date                                 $ 6.03       440,000       4.64       110,000       4.64     June 20, 2028 $ 7.16       21,000       4.33       7,875       4.33     February 27, 2028 $ 6.04       180,100       3.76       112,563       3.76     August 02, 2027 $ 4.71       31,000       3.56       23,250       3.56     May 20, 2027 $ 7.51       150,000       3.29       131,250       3.29     February 16, 2027 $ 8.47       524,700       3.20       524,700       3.20     January 13, 2027 $ 7.15       12,600       3.00       12,080       3.00     November 01, 2026 $ 5.74       100,000       2.84       100,000       2.84     September 01, 2026 $ 4.24       60,000       2.47       60,000       2.47     April 19, 2026 $ 4.24       612,000       2.41       612,000       2.41     March 29, 2026           2,131,400               1,693,718                 d. As result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of October 31, 2023:  SCHEDULE OF OPTION ISSUED AND OUTSTANDING Exercise Price     Options outstanding as of October 31, 2023     Options exercisable as of October 31, 2023     Expiry Date                     $ 0.0933       440,000       110,000     June 20, 2028 $ 0.1108       21,000       7,875     February 27, 2028 $ 0.0984       180,100       112,563     August 02, 2027 $ 0.0729       31,000       23,250     May 20, 2027 $ 0.1162       150,000       131,250     February 16, 2027 $ 0.1310       524,700       524,700     January 13, 2027 $ 0.1165       12,600       12,080     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       1,693,718         e. Restricted Share Unit Plan   The following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of October 31, 2023:  SUMMARY OF RESTRICTED STOCK UNITS GRANTED     Number of RSU’s outstanding     Aggregate intrinsic value   Balance, July 31, 2023     19,200     $ 123,072   Balance, October 31, 2023     19,200     $ 81,600     f. The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three-month period ended October 31, 2023 and 2022 is comprised as follows:   SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES     2023     2022       Three months ended October 31,       2023     2022                 Research and development expenses   $ 257,809       350,256   General and administrative expenses     276,007       761,685   Total share-based compensation   $ 533,816       1,111,941       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)

v3.23.3

BASIC AND DILUTED NET LOSS PER SHARE	3 Months Ended
	Oct. 31, 2023
Earnings Per Share [Abstract]
BASIC AND DILUTED NET LOSS PER SHARE	NOTE 7: 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-month period ending October 31, 2022, leading to the exclusion of potentially dilutive ordinary shares. Conversely, a gain was recorded for the three-month period ending October 31, 2023, resulting in the inclusion of all potentially dilutive ordinary shares.  SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE     2023     2022       Three months ended October 31,       2023     2022       (Unaudited)     (Unaudited)   Basic EPS                 Numerator:                 Net income (loss)   $ 6,001,543     $ (1,106,541 ) Denominator:                 Shares used in computation of basic earnings per share     15,981,726       15,518,018   Basic EPS   $ 0.38     $ (0.07 ) Diluted EPS                 Numerator:                 Net income (loss) attributable to common stock, basic   $ 6,001,543     $ (1,106,541 ) Adjustment: Change in fair value of warrant liability     (14,282,078 )     -   Net (loss) attributable to common stock, diluted   $ (8,280,535 )   $ (1,106,541 ) Denominator:                 Shares used in computing net EPS of common stock, basic     15,981,726       15,518,018   Stock Options     211,434       -   Warrants     481,731       -   Shares used in computation of diluted earnings per share     16,674,891       15,518,018   Diluted EPS   $ (0.50 )   $ (0.07 )

v3.23.3

FINANCIAL INCOME (EXPENSES), NET	3 Months Ended
	Oct. 31, 2023
Other Income and Expenses [Abstract]
FINANCIAL INCOME (EXPENSES), NET	NOTE 8: FINANCIAL INCOME (EXPENSES), NET  SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET     2023     2022       Three months ended October 31,       2023     2022   Interest income   $ 190,815     $ 188,353   Change in fair value of warrant liability     14,282,078       4,117,790   Foreign exchange loss     (10,993 )     (9,533 ) Financial income, net   $ 14,461,900     $ 4,296,610

v3.23.3

SUBSEQUENT EVENTS	3 Months Ended
	Oct. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9: SUBSEQUENT EVENTS   The Company evaluated the possibility of subsequent events existing in the Company’s unaudited condensed consolidated financial statements through December 14, 2023, 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.

v3.23.3

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Oct. 31, 2023
Accounting Policies [Abstract]
Use of estimates	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 condensed consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.
Recently issued and adopted accounting standards	b. 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 June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. Effective August 1, 2021, the Company early adopted ASU 2016-13. Adoption of the new standard did not have a material impact on the financial statements.         2. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for the company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020. Effective August 1, 2021, the Company early adopted ASU 2020-06. Adoption of the new standard did not have a material impact on the financial statements.

v3.23.3

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Oct. 31, 2023
Fair Value Disclosures [Abstract]
SCHEDULE OF FAIR VALUE ON A RECURRING BASIS	The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of October 31, 2023 and July 31, 2023: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS      Fair Value Measurements at       October 31, 2023     July 31, 2023       Level 1     Level 2     Total     Level 1     Level 2     Total   Financial Assets:                                                 Cash and cash equivalents     13,645,847       -       13,645,847       21,251,092       -       21,251,092                                                     Total assets measured at fair value   $ 13,645,847     $ -     $ 13,645,847     $ 21,251,092     $ -     $ 21,251,092                                                     Financial liabilities:                                                 Warrants liability     4,394,042       10,662,388       15,056,430       9,742,023       19,397,278       29,139,301                                                     Total liabilities measured at fair value   $ 4,394,042     $ 10,662,388     $ 15,056,430     $ 9,742,023     $ 19,397,278     $ 29,139,301

v3.23.3

SHAREHOLDERS’ EQUITY (Tables)	3 Months Ended
	Oct. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS	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   $ (14,282,078 )           Balance as of October 31, 2023   $ 15,056,430
SCHEDULE OF VALUATION OF WARRANTS	The key inputs used in the valuation of the non-public warrants as of October 31, 2023 and at July 31, 2023 were as follows:  SCHEDULE OF VALUATION OF WARRANTS      October 31, 2023     July 31, 2023                 Share price   $ 4.25     $ 6.69   Exercise price   $ 5.31-6.19     $ 5.31-6.19   Expected life (years)     2.32-3.10       2.58-3.35   Volatility     100 %     100 % Dividend yield     0 %     0 % Risk free rate     4.92 %     4.51 %
Bria Pro Therapeutics Corp [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
SCHEDULE OF VALUATION OF WARRANTS	The key inputs used in the valuation of the of the BriaPro Warrant Shares as of October 31, 2023 were as follows:  SCHEDULE OF VALUATION OF WARRANTS      August 31, 2023 (Effective Date)     October 31, 2023                 Share price   $ 0.0365     $ 0.0365   Exercise price   $ 0.0206-0.0308     $ 0.0206-0.0308   Expected life (years)     2.21-3.27       2.05-3.10   Volatility     100 %     100 % Dividend yield     0 %     0 % Risk free rate     4.40 %     4.50 %
Share Purchase Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
SUMMARY OF CHANGES IN WARRANTS	SUMMARY OF CHANGES IN WARRANTS    (i) There were no changes in share purchase warrants for the three-month period ended October 31, 2023 as presented below:       Number of warrants outstanding     Weighted average exercise price   Balance, July 31, 2023 and October 31, 2023     8,121,650     $ 5.76
SCHEDULE OF WARRANTS OUTSTANDING	SCHEDULE OF WARRANTS OUTSTANDING    (ii) As of October 31, 2023, warrants outstanding were as follows:   Number of Warrants     Exercise Price(*)     Exercisable At October 31, 2023     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 3(a).
Compensation Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
SCHEDULE OF WARRANTS OUTSTANDING	SCHEDULE OF WARRANTS OUTSTANDING Number of Warrants     Exercise Price(*)     Exercisable At October 31, 2023     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 3(a).

v3.23.3

SHARE-BASED COMPENSATION (Tables)	3 Months Ended
	Oct. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SUMMARY OF NUMBER OF OPTIONS GRANTED	SUMMARY OF NUMBER OF OPTIONS GRANTED     Number of options     Weighted average exercise price     Weighted average remaining contractual term (in years)     Aggregate intrinsic value                             Balance as of July 31, 2023     2,131,400     $ 6.19       3.55     $ 1,065,700                                     Balance as of October 31, 2023     2,131,400       6.16       3.30       -                                     Exercisable as of October 31, 2023     1,693,718     $ 6.17       3.02     $ -
SCHEDULE OF OPTION ISSUED AND OUTSTANDING	SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS Exercise price     Options outstanding as of October 31, 2023     Weighted average remaining contractual term (years)     Options exercisable as of October 31, 2023     Weighted average remaining contractual term (years)     Expiry Date                                 $ 6.03       440,000       4.64       110,000       4.64     June 20, 2028 $ 7.16       21,000       4.33       7,875       4.33     February 27, 2028 $ 6.04       180,100       3.76       112,563       3.76     August 02, 2027 $ 4.71       31,000       3.56       23,250       3.56     May 20, 2027 $ 7.51       150,000       3.29       131,250       3.29     February 16, 2027 $ 8.47       524,700       3.20       524,700       3.20     January 13, 2027 $ 7.15       12,600       3.00       12,080       3.00     November 01, 2026 $ 5.74       100,000       2.84       100,000       2.84     September 01, 2026 $ 4.24       60,000       2.47       60,000       2.47     April 19, 2026 $ 4.24       612,000       2.41       612,000       2.41     March 29, 2026           2,131,400               1,693,718
SUMMARY OF RESTRICTED STOCK UNITS GRANTED	The following table summarizes the number of RSU’s granted to directors under the Omnibus plan as of October 31, 2023:  SUMMARY OF RESTRICTED STOCK UNITS GRANTED     Number of RSU’s outstanding     Aggregate intrinsic value   Balance, July 31, 2023     19,200     $ 123,072   Balance, October 31, 2023     19,200     $ 81,600
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES	The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three-month period ended October 31, 2023 and 2022 is comprised as follows:   SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES     2023     2022       Three months ended October 31,       2023     2022                 Research and development expenses   $ 257,809       350,256   General and administrative expenses     276,007       761,685   Total share-based compensation   $ 533,816       1,111,941
Option Issued And Outstanding [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SCHEDULE OF OPTION ISSUED AND OUTSTANDING	SCHEDULE OF OPTION ISSUED AND OUTSTANDING Exercise Price     Options outstanding as of October 31, 2023     Options exercisable as of October 31, 2023     Expiry Date                     $ 0.0933       440,000       110,000     June 20, 2028 $ 0.1108       21,000       7,875     February 27, 2028 $ 0.0984       180,100       112,563     August 02, 2027 $ 0.0729       31,000       23,250     May 20, 2027 $ 0.1162       150,000       131,250     February 16, 2027 $ 0.1310       524,700       524,700     January 13, 2027 $ 0.1165       12,600       12,080     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       1,693,718

v3.23.3

BASIC AND DILUTED NET LOSS PER SHARE (Tables)	3 Months Ended
	Oct. 31, 2023
Earnings Per Share [Abstract]
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE	SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE     2023     2022       Three months ended October 31,       2023     2022       (Unaudited)     (Unaudited)   Basic EPS                 Numerator:                 Net income (loss)   $ 6,001,543     $ (1,106,541 ) Denominator:                 Shares used in computation of basic earnings per share     15,981,726       15,518,018   Basic EPS   $ 0.38     $ (0.07 ) Diluted EPS                 Numerator:                 Net income (loss) attributable to common stock, basic   $ 6,001,543     $ (1,106,541 ) Adjustment: Change in fair value of warrant liability     (14,282,078 )     -   Net (loss) attributable to common stock, diluted   $ (8,280,535 )   $ (1,106,541 ) Denominator:                 Shares used in computing net EPS of common stock, basic     15,981,726       15,518,018   Stock Options     211,434       -   Warrants     481,731       -   Shares used in computation of diluted earnings per share     16,674,891       15,518,018   Diluted EPS   $ (0.50 )   $ (0.07 )

v3.23.3

FINANCIAL INCOME (EXPENSES), NET (Tables)	3 Months Ended
	Oct. 31, 2023
Other Income and Expenses [Abstract]
SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET	SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET     2023     2022       Three months ended October 31,       2023     2022   Interest income   $ 190,815     $ 188,353   Change in fair value of warrant liability     14,282,078       4,117,790   Foreign exchange loss     (10,993 )     (9,533 ) Financial income, net   $ 14,461,900     $ 4,296,610

v3.23.3

GENERAL (Details Narrative) - USD ($)		3 Months Ended
	Aug. 31, 2023	Oct. 31, 2023	Oct. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accumulated deficit		$ 74,650,688		$ 80,652,231
Cash flows from operating activities		$ 7,605,245	$ 3,542,382
Common stock, shares issued		15,981,726		15,981,726
Common stock, shares outstanding		15,981,726		15,981,726
Services Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Monthly fees	$ 20,000
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares outstanding		15,981,726	15,518,018	15,981,726	15,518,018
Bria Pro Therapeutics Corp [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of shares issued and outstanding	6660.00%
Common stock, shares issued	47,945,178
Common stock, shares outstanding	47,945,178
Bria Pro Therapeutics Corp [Member] | Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares outstanding	31,963,452

v3.23.3

CONTINGENT LIABILITIES AND COMMITMENTS (Details Narrative)	3 Months Ended
	Oct. 31, 2023 USD ($)
Office And Lab Space [Member]
Operating lease payments	$ 16,500
Office And Lab Space [Member] | Month To Month Lease Arrangement [Member]
Operating lease payments	36,000
Warrants [Member]
Number of shares issued, value	$ 241,164

v3.23.3

SCHEDULE OF FAIR VALUE ON A RECURRING BASIS (Details) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	$ 13,645,847	$ 21,251,092
Total liabilities measured at fair value	15,056,430	29,139,301
Warrants Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities measured at fair value	15,056,430	29,139,301
Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	13,645,847	21,251,092
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	13,645,847	21,251,092
Total liabilities measured at fair value	4,394,042	9,742,023
Fair Value, Inputs, Level 1 [Member] | Warrants Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities measured at fair value	4,394,042	9,742,023
Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	13,645,847	21,251,092
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value
Total liabilities measured at fair value	10,662,388	19,397,278
Fair Value, Inputs, Level 2 [Member] | Warrants Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities measured at fair value	10,662,388	19,397,278
Fair Value, Inputs, Level 2 [Member] | Cash and Cash Equivalents [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value

v3.23.3

SUMMARY OF CHANGES IN WARRANTS (Details) - Share Purchase Warrants [Member]	Oct. 31, 2023 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants outstanding Beginning balance | shares	8,121,650
Number of warrants outstanding Ending balance | shares	8,121,650
Weighted average exercise price Beginning balance | $ / shares	$ 5.76
Weighted average exercise price Ending balance | $ / shares	$ 5.76

v3.23.3

SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares		3 Months Ended
		Oct. 31, 2023	Jul. 31, 2023
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price		$ 5.31	$ 5.31
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price		$ 6.19	$ 6.19
Share Purchase Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants outstanding		8,121,650
Number of warrants exercisable		8,121,650
Share Purchase Warrants [Member] | Warrant One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants outstanding		51,698
Exercise price	[1]	$ 3.91
Number of warrants exercisable		51,698
Expiry date		Nov. 16, 2025
Share Purchase Warrants [Member] | Warrant Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants outstanding		3,896,809
Exercise price	[1]	$ 5.31
Number of warrants exercisable		3,896,809
Share Purchase Warrants [Member] | Warrant Two [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expiry date		Feb. 26, 2026
Share Purchase Warrants [Member] | Warrant Two [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expiry date		Apr. 26, 2026
Share Purchase Warrants [Member] | Warrant Three [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants outstanding		4,173,143
Exercise price	[1]	$ 6.19
Number of warrants exercisable		4,173,143
Expiry date		Dec. 07, 2026
Compensation Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants outstanding		46,652
Number of warrants exercisable		46,652
Compensation Warrants [Member] | Warrant One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants outstanding		4,890
Exercise price	[2]	$ 3.91
Number of warrants exercisable		4,890
Expiry date		Nov. 16, 2025
Compensation Warrants [Member] | Warrant Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants outstanding		17,074
Exercise price	[2]	$ 5.31
Number of warrants exercisable		17,074
Expiry date		Feb. 26, 2026
Compensation Warrants [Member] | Warrant Three [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants outstanding		24,688
Exercise price	[2]	$ 6.19
Number of warrants exercisable		24,688
Expiry date		Jun. 07, 2026
[1] See note 3(a). [2] See note 3(a).

v3.23.3

SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS (Details) - Warrant [Member]	3 Months Ended
	Oct. 31, 2023 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant liability, beginning balance	$ 29,139,301
Fair value of BriaPro Warrant Shares at Effective Date	199,207
Change in fair value during the period	(14,282,078)
Warrant liability, ending balance	$ 15,056,430

v3.23.3

SCHEDULE OF VALUATION OF WARRANTS (Details)	Oct. 31, 2023 $ / shares	Aug. 31, 2023 $ / shares	Jul. 31, 2023 $ / shares
Subsidiary or Equity Method Investee [Line Items]
Share price	$ 4.25		$ 6.69
Bria Pro Therapeutics Corp [Member]
Subsidiary or Equity Method Investee [Line Items]
Share price	$ 0.0365	$ 0.0365
Measurement Input, Price Volatility [Member]
Subsidiary or Equity Method Investee [Line Items]
Risk free rate	100		100
Measurement Input, Price Volatility [Member] | Bria Pro Therapeutics Corp [Member]
Subsidiary or Equity Method Investee [Line Items]
Risk free rate	100	100
Measurement Input, Expected Dividend Rate [Member]
Subsidiary or Equity Method Investee [Line Items]
Risk free rate	0		0
Measurement Input, Expected Dividend Rate [Member] | Bria Pro Therapeutics Corp [Member]
Subsidiary or Equity Method Investee [Line Items]
Risk free rate	0	0
Measurement Input, Risk Free Interest Rate [Member]
Subsidiary or Equity Method Investee [Line Items]
Risk free rate	4.92		4.51
Measurement Input, Risk Free Interest Rate [Member] | Bria Pro Therapeutics Corp [Member]
Subsidiary or Equity Method Investee [Line Items]
Risk free rate	4.50	4.40
Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Exercise price	$ 5.31		$ 5.31
Expected life	2 years 3 months 25 days		2 years 6 months 29 days
Minimum [Member] | Bria Pro Therapeutics Corp [Member]
Subsidiary or Equity Method Investee [Line Items]
Exercise price	$ 0.0206	$ 0.0206
Expected life	2 years 18 days	2 years 2 months 15 days
Maximum [Member]
Subsidiary or Equity Method Investee [Line Items]
Exercise price	$ 6.19		$ 6.19
Expected life	3 years 1 month 6 days		3 years 4 months 6 days
Maximum [Member] | Bria Pro Therapeutics Corp [Member]
Subsidiary or Equity Method Investee [Line Items]
Exercise price	$ 0.0308	$ 0.0308
Expected life	3 years 1 month 6 days	3 years 3 months 7 days

v3.23.3

SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares	3 Months Ended	12 Months Ended
	Oct. 31, 2023	Jul. 31, 2023
Equity [Abstract]
Common stock, shares authorized	Unlimited	Unlimited
Common stock, no par value	$ 0	$ 0
Number of shares issued during period	0

v3.23.3

SUMMARY OF NUMBER OF OPTIONS GRANTED (Details) - Stock Option Plan [Member] - USD ($)	3 Months Ended	12 Months Ended
	Oct. 31, 2023	Jul. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options, beginning balance	2,131,400
Weighted average exercise price, beginning balance	$ 6.19
Weighted average remaining contractual term (in years), beginning balance		3 years 6 months 18 days
Aggregate intrinsic value, beginning balance	$ 1,065,700
Number of options, ending balance	2,131,400	2,131,400
Weighted average exercise price, ending balance	$ 6.16	$ 6.19
Weighted average remaining contractual term (in years), ending balance	3 years 3 months 18 days
Number of options, exercisable	1,693,718
Weighted average exercise price, exercisable	$ 6.17
Weighted average remaining contractual term (in years), exercisable	3 years 7 days
Aggregate intrinsic value, exercisable

v3.23.3

SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS (Details)	3 Months Ended
	Oct. 31, 2023 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding	2,131,400
Options exercisable	1,693,718
Exercise Price 6.03 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 6.03
Options outstanding	440,000
Weighted average remaining contractual term (years)	4 years 7 months 20 days
Options exercisable	110,000
Options exercisable	4 years 7 months 20 days
Expiry date	Jun. 20, 2028
Exercise Price 7.16 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 7.16
Options outstanding	21,000
Weighted average remaining contractual term (years)	4 years 3 months 29 days
Options exercisable	7,875
Options exercisable	4 years 3 months 29 days
Expiry date	Feb. 27, 2028
Exercise Price 6.04 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 6.04
Options outstanding	180,100
Weighted average remaining contractual term (years)	3 years 9 months 3 days
Options exercisable	112,563
Options exercisable	3 years 9 months 3 days
Expiry date	Aug. 02, 2027
Exercise Price 4.71 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 4.71
Options outstanding	31,000
Weighted average remaining contractual term (years)	3 years 6 months 21 days
Options exercisable	23,250
Options exercisable	3 years 6 months 21 days
Expiry date	May 20, 2027
Exercise Price 7.51 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 7.51
Options outstanding	150,000
Weighted average remaining contractual term (years)	3 years 3 months 14 days
Options exercisable	131,250
Options exercisable	3 years 3 months 14 days
Expiry date	Feb. 16, 2027
Exercise Price 8.47 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 8.47
Options outstanding	524,700
Weighted average remaining contractual term (years)	3 years 2 months 12 days
Options exercisable	524,700
Options exercisable	3 years 2 months 12 days
Expiry date	Jan. 13, 2027
Exercise Price 7.15 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 7.15
Options outstanding	12,600
Weighted average remaining contractual term (years)	3 years
Options exercisable	12,080
Options exercisable	3 years
Expiry date	Nov. 01, 2026
Exercise Price 5.74 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 5.74
Options outstanding	100,000
Weighted average remaining contractual term (years)	2 years 10 months 2 days
Options exercisable	100,000
Options exercisable	2 years 10 months 2 days
Expiry date	Sep. 01, 2026
Exercise Price 4.24 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 4.24
Options outstanding	60,000
Weighted average remaining contractual term (years)	2 years 5 months 19 days
Options exercisable	60,000
Options exercisable	2 years 5 months 19 days
Expiry date	Apr. 19, 2026
Exercise Price 4.24 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 4.24
Options outstanding	612,000
Weighted average remaining contractual term (years)	2 years 4 months 28 days
Options exercisable	612,000
Options exercisable	2 years 4 months 28 days
Expiry date	Mar. 29, 2026

v3.23.3

SCHEDULE OF OPTION ISSUED AND OUTSTANDING (Details)	3 Months Ended
	Oct. 31, 2023 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding	2,131,400
Options exercisable	1,693,718
Exercise Price 0.0933 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 0.0933
Options outstanding	440,000
Options exercisable	110,000
Expiry date	Jun. 20, 2028
Exercise Price 0.1108 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 0.1108
Options outstanding	21,000
Options exercisable	7,875
Expiry date	Feb. 27, 2028
Exercise Price 0.0984 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 0.0984
Options outstanding	180,100
Options exercisable	112,563
Expiry date	Aug. 02, 2027
Exercise Price 0.0729 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 0.0729
Options outstanding	31,000
Options exercisable	23,250
Expiry date	May 20, 2027
Exercise Price 0.1162 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 0.1162
Options outstanding	150,000
Options exercisable	131,250
Expiry date	Feb. 16, 2027
Exercise Price 0.1310 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 0.1310
Options outstanding	524,700
Options exercisable	524,700
Expiry date	Jan. 13, 2027
Exercise Price 0.1165 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 0.1165
Options outstanding	12,600
Options exercisable	12,080
Expiry date	Nov. 01, 2026
Exercise Price 0.0888 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 0.0888
Options outstanding	100,000
Options exercisable	100,000
Expiry date	Sep. 01, 2026
Exercise Price 0.0656 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 0.0656
Options outstanding	60,000
Options exercisable	60,000
Expiry date	Apr. 19, 2026
Exercise Price 0.066 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price | $ / shares	$ 0.0656
Options outstanding	612,000
Options exercisable	612,000
Expiry date	Mar. 29, 2026

v3.23.3

SUMMARY OF RESTRICTED STOCK UNITS GRANTED (Details) - Restricted Stock Units (RSUs) [Member]	Oct. 31, 2023 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSU's outstanding, Beginning balance | shares	19,200
Aggregate intrinsic value, beginning balance | $	$ 123,072
Number of RSU's outstanding, Ending balance | shares	19,200
Aggregate intrinsic value, ending balance | $	$ 81,600

v3.23.3

SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES (Details) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 533,816	$ 1,111,941
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	257,809	350,256
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 276,007	$ 761,685

v3.23.3

SHARE-BASED COMPENSATION (Details Narrative) - USD ($)		3 Months Ended
	Aug. 02, 2022	Oct. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options issued and outstanding		2,131,400
Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized costs		$ 2,056,830
Expected period		1 year 6 months
Stock Option Plan [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Acquiring percentage of issued and outstanding of common stock	15.00%

v3.23.3

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Earnings Per Share [Abstract]
Net income (loss)	$ 6,001,543	$ (1,106,541)
Shares used in computing net EPS of common stock, basic	15,981,726	15,518,018
Basic EPS	$ 0.38	$ (0.07)
Net income (loss) attributable to common stock, basic	$ 6,001,543	$ (1,106,541)
Adjustment: Change in fair value of warrant liability	(14,282,078)
Net (loss) attributable to common stock, diluted	$ (8,280,535)	$ (1,106,541)
Stock Options	211,434
Warrants	481,731
Shares used in computation of diluted earnings per share	16,674,891	15,518,018
Diluted EPS	$ (0.50)	$ (0.07)

v3.23.3

SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET (Details) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Other Income and Expenses [Abstract]
Interest income	$ 190,815	$ 188,353
Change in fair value of warrant liability	14,282,078	4,117,790
Foreign exchange loss	(10,993)	(9,533)
Financial income, net	$ 14,461,900	$ 4,296,610

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