BriaCell Therapeutics Corp. Stock Compensation Disclosure
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.
a. The following table summarizes the number of options granted under the Stock Option Plan for the year ended July 31, 2025 and related information:
Number of options | Weighted exercise
| Weighted remaining contractual term (in years) | Aggregate intrinsic value | |||||||||||||
| Balance as of July 31, 2023 and 2024 | 14,183 | $ | 923.53 | $ | ||||||||||||
| Granted (i) | 333 | 60.00 | ||||||||||||||
| Forfeited | (1,265 | ) | 978.16 | |||||||||||||
| Balance as of July 31, 2025 | 13,251 | |||||||||||||||
| Exercisable as of July 31, 2024 | 13,152 | $ | 924.60 | $ | ||||||||||||
| Exercisable as of July 31, 2025 | 13,251 | $ | 896.61 | $ | ||||||||||||
| (i) | On January 16, 2025, the Company granted stock options to a consultant at an exercise price of $ per share. All options vested in full on April 16, 2025. The options expire on January 16, 2030. The grant-date fair value of the award was $. | |
| (ii) | The weighted-average grant date per-share fair value of stock options granted during 2025 and 2024 was $ and $ respectively. As of July 31, 2025, there are $ of total unrecognized costs related to share-based compensation, as all costs have been fully recognized. | |
| (*) | certain options are exercisable in Canadian dollars and translated to US Dollars at year end. |
BriaCell Therapeutics Corp
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2025 and 2024
(Expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE 10: SHARE-BASED COMPENSATION (Cont.)
b. The following table lists the inputs to the Black-Scholes option-pricing model used for the fair value measurement of equity-settled share options for the above Options Plans granted for the years 2025 and 2024:
| Year ended July 31, | ||||||||
| 2025 | 2024(*) | |||||||
| Dividend yield | % | n/a | ||||||
| Expected volatility of the share prices | % | n/a | ||||||
| Risk-free interest rate | % | n/a | ||||||
| Expected term (in years) | n/a | |||||||
| (*) | There were no options grants during the year end July 31, 2024. |
c. The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of July 31, 2025
Exercise price | Options outstanding as of July 31, 2025 | Weighted average remaining contractual term (years) | Options exercisable July 31, 2025 | Weighted average remaining contractual term (years) | Expiry Date | |||||||||||||||
| $ | 333 | 4.45 | 333 | 4.45 | ||||||||||||||||
| $ | 2,663 | 2.89 | 2,663 | 2.89 | ||||||||||||||||
| $ | 136 | 2.58 | 136 | 2.58 | ||||||||||||||||
| $ | 1,195 | 2.01 | 1,195 | 2.01 | ||||||||||||||||
| $ | 206 | 1.81 | 206 | 1.81 | ||||||||||||||||
| $ | 1,000 | 1.54 | 1,000 | 1.54 | ||||||||||||||||
| $ | 3,160 | 1.45 | 3,160 | 1.45 | ||||||||||||||||
| $ | 81 | 1.25 | 81 | 1.25 | ||||||||||||||||
| $ | 400 | 0.72 | 400 | 0.72 | ||||||||||||||||
| $ | 4,077 | 0.66 | 4,077 | 0.66 | ||||||||||||||||
| 13,251 | 13,251 | |||||||||||||||||||
d. As result of the Arrangement, BriaPro Options were issued and are outstanding as of July 31, 2025:
Exercise Price | Options outstanding as of July 31, 2025 | Options exercisable as of July 31, 2025 | Expiry Date | |||||||||
| $ | 440,000 | 440,000 | ||||||||||
| $ | 21,000 | 21,000 | ||||||||||
| $ | 180,100 | 180,100 | ||||||||||
| $ | 31,000 | 31,000 | ||||||||||
| $ | 150,000 | 150,000 | ||||||||||
| $ | 524,700 | 524,700 | ||||||||||
| $ | 12,600 | 12,600 | ||||||||||
| $ | 100,000 | 100,000 | ||||||||||
| $ | 60,000 | 60,000 | ||||||||||
| $ | 612,000 | 612,000 | ||||||||||
| 2,131,400 | 2,131,400 | |||||||||||
BriaCell Therapeutics Corp
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2025 and 2024
(Expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE 10: SHARE-BASED COMPENSATION (Cont.)
e. Restricted Share Units
| Number of | ||||||||
| RSU’s | Aggregate | |||||||
| outstanding | intrinsic value | |||||||
| Balance, July 31, 2024 | 128 | $ | 14,400 | |||||
| Granted (i) | 6,166 | 370,000 | ||||||
| Exercised(ii) | (6,294 | ) | (384,000 | ) | ||||
| Balance, July 31, 2025 | $ | |||||||
| (i) | On January 16, 2025, the Company granted RSU’s to the Chief Executive Officer (“CEO”) as compensation for deferred salary, with immediate vesting. The fair value of these RSUs was $350,000, offsetting previously accrued compensation owed to the CEO.
Additionally, on the same date, the Company granted RSUs to a consultant, which fully vested on April 16, 2025. The fair value of these RSUs was $. |
| (ii) | All RSUs outstanding were exercised on July 13, 2025. As a result, no RSUs remained outstanding as of July 31, 2025. |
| Year ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| Research and development expenses | $ | 120,050 | $ | 734,986 | ||||
| General and administrative expenses | 656,829 | 1,069,092 | ||||||
| Total share-based compensation | $ | 776,879 | $ | 1,804,078 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Oct 16, 2025 | Showing above |
| 2024 | Oct 29, 2024 | |
| 2023 | Oct 25, 2023 | |
| 2022 | Oct 28, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.