Form 8-K

8-K — BriaCell Therapeutics Corp.

Accession: 0001493152-26-014156

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001610820

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): March 31, 2026

BRIACELL

THERAPEUTICS CORP.

(Exact

name of registrant as specified in its charter)

British

Columbia A1

47-1099599

(State

or other jurisdiction

incorporation or organization)

(I.R.S.

Employer

Identification

No.)

Suite

300 - 235 15th Street

West

Vancouver, BC V7T 2X1

V7T

2X1

(Address

of principal executive offices)

(Zip

Code)

(604)

921-1810

(Registrant’s

telephone number, including area code)

Commission

File No. 001-40101

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered under Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

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. ☐

Item

7.01 Regulation FD Disclosure.

March 31, 2026, BriaPro Therapeutics Corp., a subsidiary of BriaCell Therapeutics Corp. (the “Company”),

filed its unaudited condensed interim consolidated financial statements and management’s discussion and analysis for the three

and six month period ended January 31, 2026, with the British Columbia Securities Commission and Alberta Securities Commission. A copy

of the condensed interim consolidated financial statements and management’s discussion and analysis for the three and six

month period ended January 31, 2026 are included as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated

herein by reference.

The

information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities

Act of 1933 (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.

Item

9.01 Condensed interim financial statements and Exhibits

EXHIBIT

INDEX

Exhibit

No.

99.1

BriaPro Therapeutics Corp. Unaudited Condensed interim consolidated financial statements for the three and six month period ended January 31, 2026.

99.2

BriaPro Therapeutics Corp. Management’s Discussion and Analysis for the three and six month period ended January 31, 2026.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

BRIACELL THERAPEUTICS CORP.

/s/ William

V. Williams

March

31, 2026

William V. Williams

President and Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

BRIAPRO

THERAPEUTICS CORP.

CONDENSED

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND SIX MONTH PERIOD ENDED JANUARY 31, 2026

(Unaudited)

(Expressed

in United States Dollars)

NOTICE

TO SHAREHOLDERS

The

accompanying Unaudited Condensed Interim Consolidated Financial Statements of BriaPro Therapeutics Corp. for the three and six month

periods ended January 31, 2026 and 2025 have been prepared by management in accordance with International Financial Reporting Standards

applicable to Condensed Interim Consolidated Financial Statements. Recognizing that the Company is responsible for both the integrity

and objectivity of the Unaudited Condensed Interim Consolidated Financial Statements, management is satisfied that these Unaudited Condensed

Interim Consolidated Financial Statements have been fairly presented.

Under

National Instrument 51-102, part 4, sub-section 4.3(3)(a), if an auditor has not performed a review of the Condensed Interim Consolidated

Financial Statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The

Company’s independent auditor has not performed a review of these Unaudited Condensed Interim Consolidated Financial Statements

in accordance with standards established by the Institute of Chartered Professional Accountants of Canada for a review of interim financial

statements by an entity’s auditor.

F-1

BriaPro

Therapeutics Corp.

Unaudited

Condensed Interim Consolidated Statements of Financial Position

at January 31, 2026

(Expressed

in US Dollars)

January 31, 2026

July 31, 2025

(Audited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 1

Total current assets

NON-CURRENT ASSETS:

Intangible assets, net (Note 4)

176,889

184,525

Total non-current assets

176,889

184,525

Total assets

$ 176,890

$ 184,526

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Due to related parties (Note 7)

$ 1,606,112

$ 1,121,053

Accrued expenses and other payables

32,688

27,440

Total current liabilities

1,638,800

1,148,493

NON-CURRENT LIABILITIES:

Warrant liability (Note 5d)

156,231

181,943

Total non-current liabilities

156,231

181,943

SHAREHOLDERS’ DEFICIT:

Share capital (Note 5)

Share-based payment reserve (Note 5)

34,514

Accumulated deficit

(1,652,656 )

(1,180,425 )

Total shareholders’ deficit

(1,618,141 )

(1,145,910 )

Total liabilities and shareholders’ deficit

$ 176,890

$ 184,526

Nature of Operations and Going Concern (Note

Events After the Reporting Period (Note 11)

These

Condensed interim consolidated financial statements were approved and authorized for issue on behalf of the Board of Directors on March

31, 2026 by:

On behalf

of the Board:

“Martin

Schmieg”

“William

Williams”

Director

The

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

F-2

BriaPro

Therapeutics Corp.

Condensed

Interim Consolidated Statement of Operations and Comprehensive Loss

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

Three months ended

January 31,

Six months ended

January 31,

2026

2025

2026

2025

(Unaudited)

Operating Expenses:

Research and development expenses

$ 195,806

$ 81,523

$ 433,307

130,023

General and administrative expenses

43,692

57,509

64,636

80,012

Operating loss

(239,498 )

(139,032 )

(497,943 )

(210,035 )

Change in fair value of warrant liability (Note 5d)

12,005

(12,030 )

25,712

(23,150 )

Total operating loss and comprehensive loss

(227,493 )

(151,062 )

(472,231 )

(233,185 )

Basic and diluted weighted average loss per share

$ (0.005 )

$ (0.003 )

$ (0.011 )

$ (0.005 )

Basic and diluted weighted average number of shares

43,884,247

The

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

F-3

BriaPro

Therapeutics Corp.

Condensed

Interim Statement of Changes in Shareholder’s Equity (Deficit)

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

Amount

based payment reserve

Accumulated

deficit

Total

shareholder’s

deficit

Balance October 31, 2024

47,945,178

$ 1

34,514

$ (522,332 )

$ (487,817 )

Loss for the period

(151,062 )

Balance, January 31, 2025

47,945,178

$ 1

34,514

$ (673,394 )

$ (638,879 )

Amount

based payment reserve

Accumulated

deficit

Total

shareholder’s

equity (deficit)

Balance July 31, 2024

47,945,178

$ 1

34,514

$ (440,209 )

$ (405,694 )

Loss for the period

(233,185 )

Balance, January 31, 2025

47,945,178

$ 1

34,514

$ (673,394 )

$ (638,879 )

Amount

based payment reserve

Accumulated

deficit

Total

shareholder’s

deficit

Balance October 31, 2025

47,945,178

$ 1

34,514

$ (1,425,163 )

$ (1,390,648 )

Loss for the period

(227,493 )

Balance, January 31, 2026

47,945,178

$ 1

34,514

$ (1,652,656 )

$ (1,618,141 )

Amount

based payment reserve

Accumulated

deficit

Total

shareholder’s

deficit

Balance July 31, 2025

47,945,178

$ 1

34,514

$ (1,180,425 )

$ (1,145,910 )

Loss for the period

(472,231 )

Balance, January 31, 2026

47,945,178

$ 1

34,514

$ (1,652,656 )

$ (1,618,141 )

The

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

F-4

BriaPro

Therapeutics Corp.

Condensed

Interim Statement of Cash Flows

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

For the Six

Months Ended

January 31, 2026

For the Six

Months Ended

January 31, 2025

Cash flow from operating activities

Net loss

$ (472,231 )

$ (233,185 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

7,636

Change in fair value of warrants

(25,712 )

23,150

Changes in assets and liabilities:

Increase in due to related parties

485,059

233,395

Increase (decrease) in accrued expenses and other payables

5,248

(30,996 )

Total cash flow from operating activities

Change in cash and cash equivalents

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

$ 1

The

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

F-5

BriaPro

Therapeutics Corp.

Notes

to the Condensed Interim consolidated financial statements

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

NOTE

1: NATURE OF OPERATIONS AND GOING CONCERN

BriaPro Therapeutics Corp.

(“BriaPro” or the “Company”) was incorporated under the Business Corporations Act (British Columbia) on May

15, 2023. Following the completion of the Arrangement (as defined below), BriaPro is a pre-clinical immuno-oncology biotechnology

company with multiple assets, specifically Bria-TILsRx™, and PKCδ inhibitors for multiple indications including cancer.

The Company’s head office is located at 235 15th Street, Suite 300, West Vancouver B.C, V7T 2X1, Canada. The Company

is an unlisted reporting issuer in Canada.

August 31, 2023 (the “Effective Date”), the Company and BriaCell Therapeutics Corp, the Company’s holding company,

and immune-oncology biotechnology company listed on the Toronto Stock Exchange and NASDAQ (“BriaCell”), closed a plan

of arrangement spinout transaction (the “Arrangement”) pursuant to which certain assets of the BriaCell, including Bria-TILsRx™

and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (the “BriaPro Assets”),

were spun-out to the Company (see note 5c and note 7 for further details).

On February 18, 2026, the Company entered into a definitive

purchase agreement with BriaCell, pursuant to which the Company agreed to acquire BriaCell’s exclusive license to develop and

commercialize Soluble CD80 (“sCD80”) as a biologic agent for the treatment of cancer and certain related assets (see

note 11 for further details).

The accompanying Consolidated

Financial Statements have been prepared on the basis of a going concern which contemplates the realization of assets and liquidation

of liabilities in the normal course of business for the foreseeable future. The Company has incurred losses of $1,652,656 since incorporation,

is currently in the pre-clinical research stage and has not commenced commercial operations. The Company’s ability to continue

as a going concern is dependent upon its ability to attain future profitable operations and to obtain the necessary financing to

meet its obligations and repay its liabilities arising from normal business operations when they come due. Until the Company raises

additional financing, it is entirely dependent on BriaCell to finance the Company’s operations. The Company expects to incur

further losses through to the completion of the research and development of any therapy; the nature of a development stage immune-oncology

company requires the raising of financial capital to support its clinical development programs and administrative costs. The Company

is planning to finance its operations by exploring additional sources of capital and financing, while managing its existing working

capital resources. The material uncertainty of the Company’s ability to raise such financial capital casts significant doubt

on the Company’s ability to continue as a going concern. These Consolidated Financial Statements do not include any adjustments

to the amounts and classification of assets and liabilities that might be necessary should the Company not be able to continue as

a going concern.

F-6

BriaPro

Therapeutics Corp.

Notes

to the Condensed Interim Consolidated financial statements

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

NOTE

2: BASIS OF PRESENTATION

Statement of Compliance:

The

Company prepares its unaudited condensed interim consolidated financial statements in accordance with International Financial Reporting

Standards (“IFRS”) using the accounting policies described herein as issued by International Accounting Standards Board (“IASB”)

and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations. These unaudited condensed interim

consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim

Financial Reporting.

The

policies applied in these condensed interim consolidated financial statements are based on IFRS effective as of January 31, 2026.

The

preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the audited

financial statements as of July 31, 2025. The accompanying condensed interim consolidated financial statements should be read in conjunction

with the Company’s audited financial statements for the period ended July 31, 2025.

Basis of presentation

The

condensed interim consolidated financial statements are prepared on a going concern basis and have been presented in United States dollars

which is the Company’s reporting currency.

Basis of Measurement:

These

condensed interim consolidated financial statements have been prepared on a going concern basis, under the historical cost basis, except

for financial instruments which have been measured at fair value.

Functional Currency and Presentation Currency:

The

functional currency is the currency that best reflects the economic environment in which the Company operates and conducts its transactions.

The Company’s management believes that the functional currency of the Company is the U.S. dollar.

Accordingly,

monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end.

All transaction gains and losses of the remeasured monetary financial position items are reflected in the statement of operations and

comprehensive loss as financing income or expenses as appropriate.

F-7

BriaPro

Therapeutics Corp.

Notes

to the Condensed Interim Consolidated financial statements

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

NOTE

3: SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The

accounting policies and use of estimates and judgments described below have been applied consistently in these condensed interim consolidated

financial statements.

The

preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates, judgments

and assumptions that affect the amounts reported in the condensed

interim 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

interim consolidated financial statements, and the reported amount of expenses during the reporting

periods. Actual results could differ from those estimates.

Going

Concern

Preparation

of the condensed interim consolidated financial statements is on a going concern basis, which contemplates the realization of assets

and payments of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be

unable to realize the carrying value of its assets, including its intangible assets, and to meet its liabilities as they become due.

Intangible

assets

Intangible

assets are tested for impairment annually or more frequently if there is an indication of impairment. The carrying value of intangibles

with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications

of impairment the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset is

impaired, and impairment loss is recognized.

Warrant

liability and equity incentive grants

The

Company uses the Black-Scholes option-pricing model to estimate fair value of the warrant liability at each reporting date and options

granted under the Company’s equity inceptive plan. The key assumptions used in the model are the share price of the Company and

the expected future volatility in the price of the Company’s shares and the expected life of the instrument.

F-8

BriaPro

Therapeutics Corp.

Notes

to the Condensed Interim Consolidated financial statements

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

NOTE

4: INTANGIBLE ASSETS, NET

Acquired

intangible assets with finite lives consisted of the following as of January 31, 2026 and July 31, 2025:

January 31, 2026

July 31, 2025

Patents

$ 213,800

Less – accumulated amortization

(36,911 )

(29,274 )

Intangible assets, net

$ 176,889

$ 184,526

The

attributable intellectual property relates to the BriaPro Assets acquired in the Arrangement, which the Company is amortizing over 14

years, consistent with its accounting policy.

NOTE

5: SHARE CAPITAL

Authorized share capital

The

authorized share capital consists of an unlimited number of common shares with no par value (“Share”).

Issued share capital

There

were no issuances of Shares during the six month period ended January 31, 2026.

Share Purchase Warrants

Pursuant

to the Arrangement, each BriaCell warrant (“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 Pro-rata Warrant Proceeds”).

of January 31, 2026, there are issued and outstanding an aggregate of 8,111,714 BriaCell Warrants as follows:

Number of

BriaCell

Warrants (*)

BriaPro Pro-rata

Warrant Proceeds(*)

Expiry Date

3,896,809

106,216

February 26, 2026 – April 26, 2026

4,173,143

132,536

June 7, 2026 - December 7, 2026

17,074

465

February 26, 2026

24,688

784

June 7, 2026

8,111,714

$ 240,001

(*)

The number of Shares issuable and proceeds, should the BriaCell Warrants be exercised.

F-9

BriaPro

Therapeutics Corp.

Notes

to the Condensed Interim Consolidated financial statements

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

NOTE

5: SHARE CAPITAL (CONTINUED)

Warrant liability continuity

(i)

The following table presents

the summary of the changes in the fair value of the warrants recorded as a liability on the Balance Sheet (*):

Warrants liability

Balance as of July 31, 2025

$ 181,943

Change in fair value during the period (*)

(25,712 )

Balance as of January 31, 2026

$ 156,231

(*)

The

warrants issued by BriaCell contain terms that require the warrants to be recorded as a liability at fair value under IFRS.

As a result, these warrants are valued at the end of each reporting period. For the six months ended January 31, 2026, the Company

recorded a gain on the revaluation of the total warrant liability of $25,712 in the condensed interim consolidated statements

of operations and comprehensive loss.

The

key inputs used in the valuation of the warrants as of July 31, 2025 and January 31, 2026 were as follows:

July 31, 2025

January 31, 2026

Share price (*)

$ 0.0365

Exercise price

$ 0.0206-0.0318

$ 0.0273-0.0318

Expected life (years)

0.30-1.35

0.07-0.85

Volatility

157-209 %

177-355 %

Dividend yield

0 %

Risk free rate

2.68-2.74 %

2.14-2.33 %

(*)

The share price was determined using the discounted cash flow method. Key assumptions included a discount rate of 15.5% and a growth

rate of 5%, a royalty rate of 3%, clinical trials taking approximately 8 years. A 1% increase or decrease in enterprise value would result

in an approximate +/- $0.00036 change in the share price, which would correspond to an estimated impact of approximately +/- $2,341 on

the warrant value.

NOTE

6: SHARE-BASED COMPENSATION

The

BriaPro Board adopted the BriaPro incentive plan, The purpose of the BriaPro incentive plan is to allow BriaPro to issue stock options,

performance share units (“PSUs”), restricted share units (“RSUs”), and deferred share units (“DSUs”

and together with the PSUs and RSUs, “Share Units”) to directors, officers, employees and consultants, as additional compensation,

and as an opportunity to participate in the success of BriaPro. The granting of such Awards is intended to align the interests of such

persons with that of the shareholders (the “Omnibus Plan”).

F-10

BriaPro

Therapeutics Corp.

Notes

to the Condensed Interim Consolidated financial statements

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

NOTE

6: SHARE-BASED COMPENSATION (CONTINUED)

The following table summarizes the number of options granted under the Omnibus Plan for the six month period ended January 31,

2026 and related information:

Number of

options

Weighted

average

exercise price

Weighted average

remaining contractual

term (in years)

Aggregate

intrinsic value

Balance as of July 31, 2025

2,131,400

0.0957

1.55

Balance as of January 31, 2026

2,131,400

0.0957

1.05

Exercisable as of January 31, 2026

2,131,400

$ 0.0957

1.05

the date of this report, the Company has 2,131,400 stock options outstanding as follows:

BriaPro Option

Exercise Price

Options

outstanding

Expiry Date

$ 0.0933

440,000

June 20, 2028

$ 0.1108

21,000

February 27, 2028

$ 0.0984

180,100

August 2, 2027

$ 0.0729

31,000

May 20, 2027

$ 0.1162

150,000

February 16, 2027

$ 0.1310

524,700

January 13, 2027

$ 0.1165

12,600

November 1, 2026

$ 0.0888

100,000

September 1, 2026

$ 0.0656

60,000

April 19, 2026

$ 0.0656

612,000

March 29, 2026

2,131,400

Restricted Share Units

The

following table summarizes the number of RSU’s granted to directors under the Omnibus Plan for the six month period ended January

31, 2026:

Number of RSU’s

outstanding

Aggregate

intrinsic value

Balance, July 31, 2025

19,200

$ 700

Balance, January 31, 2026

19,200

$ 700

F-11

BriaPro

Therapeutics Corp.

Notes

to the Condensed Interim Consolidated financial statements

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

NOTE

7: RELATED PARTY TRANSACTIONS AND BALANCES

Parties

are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant

influence over the other party in making operating and financial decisions. This would include the Company’s senior management,

who are considered to be key management personnel by the Company. Parties are also related if they are subject to common control or significant

influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when

there is a transfer of resources or obligations between related parties.

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

of January 31, 2026, pursuant to the Transition Agreement, the total balance owing to BriaCell group companies is $1,606,112. For the

six month period ending January 31, 2026 the fixed monthly services expense totaled $120,000 and direct expenses incurred by BriaCell

on behalf of BriaPro totaled $365,059.

During

the six month period ended January 31, 2026, the Company incurred Services and direct expense paid for by BriaCell in the amount

of $485,059.

See also note for a transaction with a related

party subsequent to the balance sheet date.

F-12

BriaPro

Therapeutics Corp.

Notes

to the Condensed Interim Consolidated financial statements

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

NOTE

10: FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial

Instruments and Financial Risk Exposures

The

Company’s financial instruments consist of cash, accounts payable and accrued liabilities, loans from a related party, and the

warrant liability. 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, 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. Until the Company raises additional financing, it is entirely dependent on BriaCell to finance the Company’s operations. As

of January 31, 2026, the Company has a negative working capital balance of $1,638,799 (July 31, 2025 – negative working capital

of $1,148,492). The table below presents the maturity profile of the Company’s financial liabilities based on contractual undiscounted

payments:

Carrying

amount

Contractual

cash flows

Within

1 year

1-2

years

2-5

years

Accrued expenses and other payables

$ 32,688

$ -

Amounts owing to holding company

1,606,112

$ 1,638,800

$ -

F-13

BriaPro

Therapeutics Corp.

Notes

to the Condensed Interim Consolidated financial statements

For

the three and six months ended January 31, 2026

(Unaudited)

(Expressed

in US Dollars)

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.

ii.

Price Risk

the Company has no revenues, price risk is remote.

iii.

Exchange Risk

The

Company is exposed to foreign exchange risk as a portion of the Company’s transactions occur in Canadian Dollars 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 July 31, 2025, 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 accounts payable and accrued liabilities approximate their fair values due to their short terms to maturity.

Cash,

is valued using quoted market prices in active markets. The warrant liability is measured using the Black-Scholes Option Pricing Model.

Capital

management

The

Company considers its capital to be comprised of shareholders’ equity. The Company’s objectives in managing its capital are

to maintain its ability to continue as a going concern and to further develop its business. To effectively manage the Company’s

capital requirements, the Company has a planning and budgeting process in place to meet its strategic goals. In order to facilitate the

management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors,

including successful capital deployment and general industry conditions. Management reviews the capital structure on a regular basis

to ensure the above objectives are met. There have been no changes to the Company’s approach to capital management during the six

months ended January 31, 2026. There are no externally imposed restrictions on the Company’s capital.

NOTE

11: EVENTS AFTER THE REPORTING PERIOD

February 18, 2026, the Company entered into a definitive purchase agreement (the “Purchase Agreement”) with BriaCell, pursuant to which the Company agreed to acquire BriaCell’s exclusive license to develop and commercialize

Soluble CD80 (“sCD80”) as a biologic agent for the treatment of cancer and certain related assets (the “Transaction”).

Under

the terms of the Purchase Agreement, the Company will obtain worldwide rights to develop and commercialize sCD80 as a therapeutic agent

for the treatment of cancer. The underlying intellectual property is owned by the University of Maryland, Baltimore County (“UMBC”),

which retains all rights, title, and interest in the inventions and patents, subject to certain rights retained by the United States

Government. Upon commercialization of the product, the Company will be required to pay royalties of 2% to UMBC, together with certain

additional development-related payments.

connection with the Transaction, BriaCell has agreed to make available to the Company a credit facility of up to $3,000,000 to fund research

and development activities related to sCD80. Each drawdown under the credit facility will be subject to BriaCell’s approval regarding

the use of funds.

consideration for the transfer of the exclusive license and the availability of the credit facility, the Company will issue 23,972,589

common shares to BriaCell with an aggregate value of approximately C$1.18 million, which is expected to increase BriaCell’s ownership

interest in the Company to approximately 78% following completion of the Transaction.

Completion

of the Transaction is subject to customary closing conditions, including approval by the disinterested shareholders of the Company and

receipt of an independent third-party valuation confirming that the Transaction is occurring at fair market value. In accordance with

Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, BriaCell’s shareholdings

were excluded from voting on the resolution approving the Transaction.

On March 5, 2026, the disinterested shareholders of the Company approved

the Transaction and the Transaction closed on March 30, 2026.

F-14

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

BRIAPRO

THERAPEUTICS CORP.

MANAGEMENT’S

DISCUSSION AND ANALYSIS

For

the three and six months ended January 31, 2026

(Expressed

in U.S. Dollars)

The

following Management’s Discussion and Analysis (“MD&A”) for BRIAPRO THERAPEUTICS CORP. (“BriaPro”

or the “Company”) is prepared as of March 31, 2026 and relates to the unaudited condensed interim financial

condition and results of operations of the Company for the three and six month period ended January 31, 2026. Past performance may

not be indicative of future performance. This MD&A should be read in conjunction with the Company’s audited annual

condensed interim consolidated financial statements for the year ended July 31, 2025, which have been prepared using accounting

policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board

(“IFRS”).

All

amounts are presented in United States dollars (“USD” or “$”), the Company’s presentation currency, unless

otherwise stated.

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain

of the statements made and information contained herein is “forward-looking information” within the meaning of the Ontario

Securities Act. These statements relate to future events or the Company’s future performance. All statements, other than statements

of historical fact, may be forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward

looking terminology such as “anticipates”, “plans”, “budget”, “scheduled”, “continue”,

“estimates”, “forecasts”, “expect”, “is expected”, “project”, “propose”,

“potential”, “targeting”, “intends”, “believes” or variations of such words and phrases

or statements that certain actions, events or results “may”, “could”, “would”, “might”,

or “will be taken”, “occur” or “be achieved” or the negative connotation thereof. These statements

involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those

anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements

are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included

in this MD&A should not be unduly relied upon by readers, as actual results may vary. These statements speak only as of the date

of this MD&A and are expressly qualified, in their entirety, by this cautionary statement.

The

Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the

risk factors set forth above. Although the Company has attempted to identify important factors that could cause results to differ materially

from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated

or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ

materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Forward looking statements are made as of the date hereof

and accordingly are subject to change after such date. The forward-looking statements contained in this MD&A are expressly qualified

by this cautionary statement. The Company does not undertake to update or revise any forward-looking statements, whether as a result

of new information, future events or otherwise, except in accordance with applicable securities laws.

Name,

Address and Incorporation

BriaPro

was incorporated under the laws of Business Corporations Act (British Columbia) on May 15, 2023. BriaPro has not conducted any business

to date and is currently a private company and is a subsidiary of BriaCell Therapeutics Corp (“BriaCell”). No material amendments

have been made to BriaPro’s articles or other constating documents since its incorporation. The Company is an unlisted reporting

issuer in Canada.

BriaPro’s

head and principal business address are all located at 235 15th Street, Suite 300, West Vancouver B.C., V7T 2X1. BriaPro’s

registered office address is located at Suite 2500 Park Place, 666 Burrard Street, Vancouver B.C., V6C 2X8.

About

the Company

BriaPro

is a wholly owned subsidiary of BriaCell Therapeutics Corp., a clinical stage biotechnology company focused on the development of Bria-TILsRx™,

and PKCδ inhibitors for multiple indications including cancer, and anti-B7-H3 antibodies for cancer.

BriaPro’s

novel Bria-TILsRx™ (“TILsRx”) multi-specific (multivalent) binding reagents are designed to act as potent immune cell

activators and/or immune checkpoint inhibitors. They are expected to selectively target and destroy cancer cells with minimal effect

on normal (non-cancerous) cells. This may mean less severe side effects for the treated cancer patients compared with those of alternative

therapies. BriaPro’s novel and highly selective PKCδ inhibitors may be developed as candidates for multiple disease indications

including several cancer types. BriaPro’s novel anti-B7-H3 antibodies are expected to destroy cancer cells on two levels –

by delivering a toxic payload to cancer cells by directly binding to B7-H3 on the cancer cell surface and by reducing the immune suppression

commonly present in patients’ tumors by blocking the checkpoint activity of B7-H3 on immune cells

BriaPro’s

operations are conducted in compliance with local laws where such activities are permissible and either (a) do not require any specific

legal or regulatory approvals, or (b) BriaPro has all necessary legal and/or regulatory approvals. See “Risk Factors.”

Significant

developments during the period

Over

the last few months, using an in silico modeling approach, BriaPro has designed a battery of antibodies (antibody fragments) to an important

molecular target in the oncology space. This target is both an immune checkpoint and a tumor-associated antigen. A subset of the antibodies

were designed as humanized constructs to shorten the development timeline.

BriaPro

has also continued its work on protein kinase C delta (PKC-delta) inhibitors previously carried out by BriaCell. Recent work was dedicated

to the development of a new platform and in silico approaches to model potential drug-target interactions. Initial assays have shown

positive results for inhibition. BriaPro intends to continue to improve the design of these inhibitors.

On February 18, 2026, the Company entered into

a definitive purchase agreement (the “Purchase Agreement”) with BriaCell, pursuant to which the Company agreed to acquire

BriaCell’s exclusive license to develop and commercialize Soluble CD80 (“sCD80”) as a biologic agent for the treatment

of cancer and certain related assets (the “Transaction”).

Under the terms of the Purchase Agreement, the

Company will obtain worldwide rights to develop and commercialize sCD80 as a therapeutic agent for the treatment of cancer. The underlying

intellectual property is owned by the University of Maryland, Baltimore County (“UMBC”), which retains all rights, title,

and interest in the inventions and patents, subject to certain rights retained by the United States Government. Upon commercialization

of the product, the Company will be required to pay royalties of 2% to UMBC, together with certain additional development-related payments.

In connection with the Transaction, BriaCell has

agreed to make available to the Company a credit facility of up to $3,000,000 to fund research and development activities related to

sCD80. Each drawdown under the credit facility will be subject to BriaCell’s approval regarding the use of funds.

As consideration for the transfer of the exclusive

license and the availability of the credit facility, the Company will issue 23,972,589 common shares to BriaCell with an aggregate value

of approximately C$1.18 million, which is expected to increase BriaCell’s ownership interest in the Company to approximately 78%

following completion of the Transaction.

Completion of the Transaction is subject to customary

closing conditions, including approval by the disinterested shareholders of the Company and receipt of an independent third-party valuation

confirming that the Transaction is occurring at fair market value. In accordance with Multilateral Instrument 61-101 – Protection

of Minority Security Holders in Special Transactions, BriaCell’s shareholdings were excluded from voting on the resolution approving

the Transaction.

On March 5, 2026, the disinterested shareholders of the Company approved the Transaction and the Transaction closed

on March 30, 2026. Upon closing of the Transaction, Mr. Jamieson Bondarenko was appointed to the BriaPro board as Chairman. Mr. Bondarenko

has served as Chairman of BriaCell since 2019. He provides strategic capital markets & corporate development advice to early-stage

life sciences companies through his merchant capital company, JGRNT Capital Corp. Previously, he held a number of senior investment banking

roles, including as Managing Director at Eight Capital and at Dundee Securities. Mr. Bondarenko is expected to play a significant role

in BriaPro's pursuit of capital markets and other strategic opportunities as the company advances its expanding IP portfolio.

Overview of BriaPro’s business

BriaPro is a pre-clinical stage immunotherapy company

developing proteins and binding agents with the intention to boost the ability of the body’s own cancer-fighting cells to destroy

cancerous tumors. Additionally, using artificial intelligence (“AI”) [with Receptor.AI], BriaPro will identify small-molecule

drug candidates.

The

lead drug discovery candidates for BriaPro include (“BriaPro Assets”):

●

Bria-TILsRx™: Multi-Specific

Binding Reagents - Immunotherapy for Cancer: being developed in house (with a contract research organization). As outlined in a press

release dated July 29, 2025, BriaPro filed a provisional patent application for its TILsRx platform. Compared to its original design,

the platform now includes a more detailed design supported by additional in vitro experiments.

●

Small Molecule Program:

Protein Kinase C delta (PKCδ) Inhibitors being developed in a research collaboration with Receptor.AI (outlined in a press

release dated November 20, 2025).

●

B7-H3: Antibodies to B7-H3

for cancer: being developed in house (with a contract research organization). As announced in a press release dated April 10, 2025,

BriaPro filed provisional patent applications for novel antibodies to B7-H3. In May 2025, a corresponding PCT international patent

was filed. Antibodies described may also be used as domains in TILsRx.

Following the completion of the Transaction, BriaPro

has an exclusive license to develop and commercialize sCD80 as a biologic agent for the treatment of cancer and certain related assets.

The

power of AI in drug candidate selection has been hailed by experts and investments in AI-driven drug discovery companies have tripled

over the past four years, reaching $24.6 billion in 2022.2 Using AI technology to identify the next blockbuster therapies

can help eliminate some of the guesswork that typically requires hundreds of lab experiments—often spread over many years—to

identify promising molecules.

Instead

of coming up with tens of thousands of compounds to figure out, computers suggest testing ten compounds in a lab, then getting feedback

from the lab results. The machines learn from those results to make a better prediction to provide the next hundred candidates for testing

and ultimately filter to one molecule.

Over

the course of the next year, BriaPro expects to screen several different TILsRx multi-specific binding reagents for activity in vitro

as well as in mouse models of cancer, including TILsRx reagents carrying anti-B7-H3 antibody domains. BriaPro also expects to select

at least one candidate to advance into IND enabling studies. Human clinical studies are expected to be initiated in the first half of

2027, pending funding. In parallel, BriaPro will select novel protein kinase C delta inhibitors, optimize structure(s), and advance to

the candidates selection stage. Human clinical studies are expected to be initiated in the second half of 2026. In addition to their

use in the TILsRx program, anti-B7-H3 antibodies are planned to be developed as antibody drug conjugates (ADC), with IND enabling studies

expected to begin when funding is available.

BriaPro’s

Business Strategy

BriaPro’s

business strategy incorporates using AI (as well as alternative computational methods such as molecular modeling) to guide the design

of novel multi-specific binding reagents known as Bria-TILsRx™. BriaPro will use AI to further enhance the selectivity and potency

of novel protein kinase C delta inhibitors. These agents will be tested in vitro and in animal models to optimize their characteristics.

They will then enter preclinical IND enabling studies which are expected to take up to one year in duration. They will then be introduced

into the clinic in phase 1 clinical studies in patients with cancer. When the activity and safety of these assets is confirmed, BriaPro

will advance their clinical programs, culminating in applying for biologics license applications (BLAs) or new drug applications (NDAs)

to the US FDA and other regulatory authorities around the world. Bria-TILsRx™, protein kinase C delta inhibitors, and B7-H3 antibodies

will then be marketed for the treatment of patients with cancer.

BriaPro’s

Research and Development Programs

Bria-TILsRx™:

BriaPro Lead Assets

cells typically recognize and attack cancer cells. But cancer can suppress the immune response. Bria-TILsRx™ work in one of two

ways:

●

Directly linking killer

T cells to cancer cells and activating them to kill the cancer cells; or

●

Blocking the molecules

on the cancer cells that suppress the immune response.

“AI Drug Discovery Is a $50 Billion Opportunity for Big Pharma,” (https://www.bloomberg.com/news/articles/2023-05-09/pharmaceutical-companies-embrace-ai-to-develop-new-drugs).

Bria-TILsRx™

Rationale:

The

global cancer immunotherapy market was estimated at $115 billion in 2022. Current immunotherapies only work in some cancers, and then

not in all patients. Recent entrees into the cancer immunotherapy field are bi-specific T cell engagers (BiTEs). These work by linking

killer T cells to cancer cells and activating the killer T cells to kill the cancer cells. Hailed as a potentially major advance in cancer

therapy, they still suffer from side effects and don’t work in all patients. BriaPro’s Bria-TILsRx™ platform is quadrivalent,

enhancing the ability to specifically target tumor cells and potently activate T cells, and to block the ability of the cancer cells

to shut down the immune system. Bria-TILsRx™: Multivalent Binding Reagents are designed to activate the immune system against cancer

more specifically and more potently than current approaches.

Bria-TILsRx™

Advantages:

Multi-specific

Binding Reagents have the potential to (i) bind more selectively to cancer cells and link them with T cells to kill the cancer cells;

and (ii) block the ability of cancer cells to shut down the T cells more potently that current agents.

There

are two approved BiTEs to date, with many others in development: BLINCYTO® for leukemia and IMDELLTRA™ for lung cancer. These

are limited by the cancer cell targets available. By using artificial AI, BriaPro can rapidly develop novel binding agents that can target

more and different types of cancer than other BiTEs. The BriaPro molecules are also able to engage more than one target, as shown below.

Current

immunotherapies (Keytruda®, Opdivo®, Tecentriq®, etc) block the ability of selected molecules on cancer cells to shut down

the immune response (so-called immune checkpoints). Their mechanism of action is shown here.

However,

cancer cells express multiple different immune checkpoints. Bria-TILsRx™ can block multiple immune checkpoints with a single molecule

making them potentially more effective, as shown below.

Protein

Kinase C delta (PKCδ) Inhibitors: BriaPro Small Molecule Program

Rationale:

30%

of all human malignancies display activating RAS mutations. As well, another 60% show over-activity of Ras-signaling pathways. BriaPro’s

novel, proprietary PKCδ inhibitors have shown activity against multiple RAS transformed tumors. Lung cancer, Melanoma, Breast cancer,

Neuroendocrine cancer, Pancreatic cancer, Colorectal cancer. This target has an attractive safety profile based on in vivo studies and

knock out mouse studies. PKCδ inhibitors should qualify for an accelerated clinical development plan and regulatory pathway. PKCδ

inhibitors potentially offer a safe treatment for up to 90% of all human cancers.

Protein

Kinase C delta (PKCδ) Inhibitors: Advantages:

BriaPro

will have access to novel structures with extended patent life and large number of chemical moieties covered. Fourth generation inhibitors

are under development using AI in collaboration with Receptor. AI to optimize drug-like characteristics.

Studies

have also shown that PKCδ inhibitors lack endothelial cell cytotoxicity & PKCδ deficient mice develop normally and are

fertile. This portends an excellent safety profile.

The

below graphic shows three generations of PKCδ inhibitors. The first generation is the natural compound rottlerin, which corresponds

to Generation 1 in the table below. The low potency and selectivity of rottlerin for PKCδ was enhanced by making a hybrid structure,

combining part of the staurosporine molecular structure (shown in red) with part of the rottlerin structure (shown in blue) to produce

KAM1. Note that staurosporine is a highly potent but non-selective PKC inhibitor. The improvement in selectivity of KAM1 over rottlerin

is shown in the table (Generation 2). KAM1 was further modified for produce BP-106 with enhances potency and selectivity (Generation

3).

Generation

PKC-δ

IC50

PKC-α

IC50

PKC-δ/

PKC-α Selectivity Ratio

3 μM

75 μM

28-fold

2 μM

157 μM

56-fold

0.05 μM

50 μM

1000-fold

High

selectivity of the currently available inhibitors suggests an excellent safety profile with potent anti-cancer activity. Novel PKCδ

inhibitors with excellent safety in vitro and in animal models have been developed and are being optimized. New generation molecules

taking advantage of additional scaffolds based on known PKCδ inhibitors are being designed using AI.

Several

in vitro and animal model studies have shown efficacy against various human cancers as depicted by the charts below.

PKCδ

inhibitor reduces tumor burden in a human lung cancer model (left; the red line shows increasing tumor size in the control animals while

the blue line shows the tumor size shrinking in the animals treated with a PKCδ inhibitor) and a human pancreatic cancer model

(right) with decreases in tumor amounts (right top; the blue line shows increasing tumor size in the control animals while the purple

line shows the tumor size shrinking in the animals treated with a PKCδ inhibitor) and increased survival (right bottom; survival

is shown, which quickly goes to 0 in the control animals (purple line), but survival of the treated animals (green line) stabilizes at

50% and is maintained for up to 300 days).

Soluble

CD80 (sCD80)

sCD80

has several mechanisms whereby it can augment anti-tumor immunity. In the absence of sCD80, tumor cell or antigen-presenting cell expression

of PD-L1 and CD80 sends inhibitory signals to T cells via PD-1 and CTLA4 reducing T cell activation, as shown here:

the presence of sCD80-Fc, sCD80 binds to Fc receptors on the tumor cell or antigen-presenting cell blocking CTLA4 and PD-1 inhibitory

activity permitting T cell activation via the T cell receptor and CD28 and enhancing CD28-mediated T cell activation as shown here:

evaluate the activity of sCD80 in a mouse model of cancer, mice were injected with colon cancer (CT26) or melanoma (B16F10) tumor cells

and the tumors allowed to grow. When tumors were 4.5mm in diameter mice were treated intratumorally (IT) 2x weekly with sCD80 or control

IgG. sCD80 slowed tumor growth in both models as shown in these graphs below.

Other

forms of sCD80 have previously been introduced into the clinic (Davoceticept (ALPN-202) from Alpine therapeutics, and FPT155 from Five

Prime Therapeutics. Both of these showed some evidence of early efficacy in patients with cancer. While these molecules are no longer

in development, BP-80 has been engineered to avoid the pitfalls encountered by these molecules.

BriaCell

originally secured the exclusive license from the University of Maryland, Baltimore County (“UMBC”) on August 2, 2022.

The novel technology, originally developed by Suzanne Ostrand-Rosenberg, Ph.D., Emeritus Faculty at UMBC, and member of BriaCell’s

scientific advisory board, is titled “Soluble CD80 as a Therapeutic to Reverse Immune Suppression in Cancer Patients” and

is covered under USPN 8,956,619 B2, USPN 9,650,429 B2, and USPN 10,377,810 B2. In animal models, sCD80 was well-tolerated and stopped

tumor growth by potentially restoring natural anti-tumor immunity. Additionally, strong anti-tumor activity of sCD80 has been reported

in multiple tumor types. Importantly, as demonstrated in the same studies, sCD80’s unique actions may involve both awakening and

boosting the immune system to recognize and destroy tumor cells

Following

the completion of the Transaction, the Company as an exclusive license from University of UMBC to develop and commercialize sCD80 as

a biologic agent for the treatment of cancer. Under the terms of the agreement, the Company has the worldwide rights to develop and commercialize

sCD80, while UMBC maintains ownership of the patents (the “UMBC Licensing Agreement”). the Company will pay royalties to

UMBC upon the commercialization of the product plus patent management costs. The licensing agreement was coordinated by UMBC’s

Office of Technology Development.

The

patents held under UMBC Licensing Agreement are as follows:

USPN

8,956,619 B2

USPN

9,650,429 B2

USPN

10,377,810 B2

BriaCell

had previously performed pre-clinical toxicology evaluation of sCD80, hereinafter referred to as BP-80. The key IND enabling study was

a 1 month study in cynomolgus macaques. Intravenous doses of 0.5, 5 and 50 mg/kg were evaluated and there were only minimal findings,

establishing 50 mg/kg, the highest dose evaluated, was established as a safe dose. This equates to a human dose of over 650 mg, while

the mouse cancer studies indicated an effective dose in humans would be just over 50 mg. So there is a wide potential safety margin for

BP-80.

BriaCell

also had previously worked with a contract manufacturer to develop BP-80 drug substance and this is available to complete manufacturing

into drug product. It is anticipated that this can be completed within a few months and the information will then be available to open

the Investigational New Drug Application (INDA) following which clinical studies with BP-80 can commence.

Production

and Services

BriaPro

contains the expertise to both discover and develop novel drug candidates, take them through clinical testing and have them approved

for use and marketing in humans. BriaPro will predominantly operate as a virtual company using contract research organizations for the

bulk of the research that will be performed. This includes the molecular biology aspect of developing novel protein therapeutics, having

them tested in vitro and tested in animal models, and performing IND enabling toxicology pharmacology and pharmacokinetics studies. BriaPro

may develop a small laboratory presence to perform some of these activities in house.

Specialized

Skill and Knowledge

BriaPro

possesses individuals with expertise in multiple scientific areas relevant to drug discovery and development. This includes molecular

biology, immunology, immune-oncology, clinical pharmacology, preclinical evaluation, basic pharmacology, interpretation of toxicological

studies, regulatory interactions, design and implementation of phase one, phase two, and phase three clinical studies. In addition, BriaPro

works with consultants who are experts in medicinal chemistry, artificial intelligence, structural biology, and other relevant disciplines.

Competitive

Conditions

The

market for cancer therapeutics is highly competitive. BriaPro will compete with other research teams who are also examining potential

therapeutics with regards to cancer, both immunotherapies and targeted approaches. Many of its competitors have greater financial and

operational resources and more experience in research and development than BriaPro. Other companies may have developed, or could in the

future develop, new technologies that compete with BriaPro’s technologies or render its technologies obsolete. Competition in cancer

therapeutics markets is primarily driven by (i) timing of technological introductions; (ii) the ability to develop, maintain and protect

proprietary products and technologies; and (iii) expertise of research and development team. BriaPro possesses particular unique expertise

and approaches that differentiate BriaPro from its competition. Very few competitors are using a quadrivalent platform (TILsRx) to develop

immunotherapies, and even fewer are targeting the specific receptors that BriaPro is targeting. As well, small molecules that combat

RAS transformed tumors are not common and even less so protein kinase C delta inhibitors.

Management’s

Expectations

Multiple

independent programs at various developmental stages leverage risk. An anti-B7-H3 antibody was designed at BriaPro and shown to have

a superior target-binding potential compared to an anti-B7-H3 antibody developed and tested in the clinic by others. The PKCδ inhibitor

field appears stalled as isoform-selectivity is challenging to obtain. BriaPro believes that by partnering with experts in the field

it has a competitive advantage to develop selective and potent PKCδ inhibitors. The TILsRx program embodies a new concept to selectively

target cancer cells. It bears risks such as that true cancer-selectivity may not be achievable, but has high potential as a new, potentially

first-in-class drug platform.

BriaPro

has expanded its technology with budgetary constraints in mind, limiting activity predominantly to computational methods and in vitro

experiments. To further develop these assets, BriaPro anticipates raising additional funds for animal studies including efficacy experiments

in mice and toxicology/pharmacokinetics studies needed for Investigational New Drug applications.

New

Products

Bria-TILsRx™:

Multi-Specific Binding Reagents - Immunotherapies for Cancer

Developed

as potential immunotherapies for cancer, BriaPro’s novel Bria-TILsRx™ multi-specific binding reagents are designed to act

as potent immune cell activators and/or immune checkpoint inhibitors. They are expected to selectively target and destroy cancer cells

with minimal effect on normal (non-cancerous) cells. This may mean less severe side effects for the treated cancer patients compared

with those of alternative therapies.

PKCδ

Inhibitors: Therapeutics for multiple disease indications including cancer

PKCδ,

also called novel PKC, has been associated with a number of diseases including cancer. Selective inhibitors of PKCδ, have been

shown to be effective treatments for several animal models of cancer and other diseases. BriaPro’s novel and highly selective PKCδ

inhibitors may be developed as candidates for multiple disease indications, including several tumor types.

B7-H3:

Antibodies to B7-H3 for Cancer:

both an immune checkpoint molecule that regulates T cell activity and a molecule expressed on the cell surface of many types of cancer

cells, B7-H3 is a promising drug target. BriaPro plans on developing anti-B7-H3 antibodies for multiple cancer indications and on including

them in its Bria-TILsRx™ platform.

Components

BriaPro

depends on third party suppliers to obtain BriaPro’s raw ingredients, intermediate drug substances and specialized equipment, which

are necessary for the production of BriaPro’s products.

BriaPro

currently obtains ingredients and API for the manufacturing of BriaPro’s pipeline products from specialized suppliers. For some

components, including raw ingredients, BriaPro has so far identified only one supplier which is qualified for outsourcing and/or current

good manufacturing practice (“cGMP”) process. If that supplier were to stop supplying the required ingredient(s),

BriaPro would need to identify an alternative source of such components, if possible, and may need to wait until it is qualified for

BriaPro’s outsourcing and/or cGMP process before procuring the components. This could cause substantial delays and a significant

increase in costs to one or all of BriaPro’s development programs. If no alternate suppliers were identified, such supply issues

could terminate the program.

Intellectual

Property Rights

Protection

of intellectual property is integral to BriaPro’s success. As such, BriaPro has and will continue to pursue patent protection,

register trademarks, and protect other intellectual property through trade secrets, copyright, confidential disclosure agreements, and

other mechanisms as appropriate. This includes the use of confidential disclosure agreements with all prospective vendors and partners,

reviewed by legal counsel under the direction of BriaPro.

order to maximize the duration of patent protection during the commercial life of a potential product and/or allow the generation of

data to strengthen a potential patent, BriaPro may on occasion delay patent filing. However, BriaPro will ensure it does not risk the

product protection during such delay.

ensure protection of all trade secrets, BriaPro will put in place strict confidentiality agreements with its directors, executive officers

and staff and stores research and development materials and data in secure facilities.

Patents

and Proprietary Information

Licensing

Agreement between Faller & Williams Technology LLC (“FWT”) and Sapientia Pharmaceuticals, Inc. (“Sapientia”)

This

Licensing Agreement (the “Agreement”) was entered into on March 16, 2017 between FWT and Sapientia, a subsidiary of BriaCell

(The assets that were transferred to BriaPro as part of the Arrangement were owned by Sapientia.) FWT is the owner of certain patents

set forth in Exhibit A, which were assigned to them from the inventors recorded at Reel/Frame 041014/0095 on January 19, 2017, and FWT,

pursuant to this Agreement, licensed the patents to Sapientia. Within 30 days of the date of this Agreement, Sapientia must pay to FWT

$75,000 to be paid half in cash ($37,500) and the other half in Sapientia common shares, fully vested, valued at $37,500, representing

Sapientia’s reimbursement of FWT’s prior expenses associated with the Patents and execution of the Agreement, in addition

to certain milestone payments.

Royalties

are also payable pursuant to this Agreement. Following the first Commercial Sale of a first Product in the United States, Sapientia shall

pay to FWT 5% of Net Sales of Products encompassed by one or more valid claims of the Patents and/or the Improvement within the Territory,

and 2.5% of Net Sales of Products not encompassed within one or more valid claims of the Patents within the Territory. Payment must be

made on or before January 1st and on or before July 1st of every year. If sales of Product require the payment of a royalty to a Third

Party for a prior art patent, Royalties payable to FWT shall be reduced by the amount of the Third Party royalty actually paid, but in

no event shall the Royalty payments payable to FWT be reduced by more than one half of the amounts set forth in this Section. Three years

after receiving marketing approval from the regulatory bodies listed in Section 3.5, Sapientia must make minimum royalty payments to

FWT of US$250,000 per year. Within 30 days of sublicensing to a Third Party, Sapientia must pay to FWT 25% of all consideration received

by Sapientia for the sublicense.

FWT

retains all rights to use and practice the Patents and any Improvement for research, education, and other non-commercial purposes, and

may exercise those rights with or without Notice or compensation to Sapientia.

Patents

licensed to Sapientia pursuant to this Agreement include:

●

U.S. Provisional Application

No. 61/703,081 entitle “PKC Delta Inhibitors for use as Therapeutics” filed 19 September 2012.

●

International Application

No. PCT/US2013/60638 entitled “PKC Delta Inhibitors for use as Therapeutics” filed 19 September 2013.

●

U.S. Patent No. 9,364,460

entitled “PKC Delta Inhibitors for use as Therapeutics” issued 14 June 2016.

●

U.S. Patent Application

No. 15/148,420 entitled “PKC Delta Inhibitors for use as Therapeutics” filed 06 May 2016.

●

U.S. Patent Application

No. 15/425,381 entitled “PKC Delta Inhibitors for use as Therapeutics” filed 06 February 2017.

●

EP Patent Application No.

13839158.6 “PKC Delta Inhibitors for use as Therapeutics” filed 25 March 2015.

Pursuant

to the Agreement, Sapientia agrees that the Patents are the property of FWT and agrees to not challenge their validity or ownership.

Sapientia has no rights to the Patents except as expressly contained in the Agreement. Improvements made by Sapientia during the term

of this Agreement shall be assigned to FWT and included as a part of the Agreement. The license granted to Sapientia from FWT is exclusive,

and Sapientia has an exclusive license to make, use, sell, offer to sell, import, and export the rights afforded under the Patents in

the Field and in the Territory, subject to rights reserved by FWT pursuant to the Agreement.

Patent

applications to protect the TILsRx platform and anti-B7-H3 antibodies

TILsRx

outlined in a press release dated July 29, 2025, BriaPro filed a provisional patent application for its TILsRx platform. Compared to

its original design, the platform now includes a more detailed design supported by additional in vitro experiments.

B7-H3

announced in a press release dated April 10, 2025, BriaPro filed provisional patent applications for novel antibodies to B7-H3. In May

2025, a corresponding PCT international patent was filed. Antibodies described may also be used as domains in TILsRx.

Cycles

The

nature of BriaPro’s business is not seasonal or cyclical.

Economic

Dependence

BriaPro

does not have a contract upon which its business is substantially dependent.

Changes

to Contracts

BriaPro

does not anticipate any aspect of its business in the current financial year that would be affected by renegotiation or termination of

contracts or sub-contracts.

Environmental

Protection

BriaPro

does not anticipate any financial or operational effects of environmental protection requirements on the capital expenditures, profit

or loss and competitive position in the current financial year or in future years.

Management

and Employees

BriaPro

currently has one full time employee and will expand this number as operations progress.

Foreign

Operations

BriaPro

does not have any foreign operations. Several of BriaPro’s contractors are located in other countries and this could present a

risk to ongoing operations.

Lending

BriaPro

does not have any lending operations.

Market

Opportunity

BriaPro

is dedicated to the development of novel immunotherapies to fight cancer and improve the lives of patients whose medical needs are currently

unmet. The global cancer immunotherapy market is estimated at $115 billion in 2022.1 However, current immunotherapies only

work in some cancers, and even then, not in all patients. Recent entries into the cancer immunotherapy field are bi-specific T cell engagers

(BiTEs). To date, there are two approved BiTEs, with many others in development: BLINCYTO® for leukemia and KIMMTRAK® for melanoma.

These existing options are limited by the cancer cell targets available. By using AI and other computational methods, BriaPro can rapidly

develop novel binding agents that can target more and different types of cancer. Currently, one of BriaPro’s lead drug discovery

candidates, Protein Kinase C Delta (PKCδ) Inhibitors, is being developed with AI with the intention of boosting the ability of

the body’s own cancer-fighting cells to destroy various types of cancerous tumors. Technology and discovery like this allows BriaPro

to also exist and be an early competitor in a market subset of AI-driven drug discovery, a sector that was estimated at USD 1.5 billion

in 2023 and is projected to reach USD 20.30 billion by 2030, growing at a CAGR of 29.7% from 2024 to 2030.2

BriaPro

expects any products that it develops and commercializes to compete on the basis of, among other things, efficacy, safety, price and

the availability of reimbursement from government and other third-party payors. BriaPro’s commercial opportunity is significantly

influenced by its ability to obtain regulatory approval for current product candidates or any future product candidate more rapidly than

BriaPro’s competitors.

“Cancer Immunotherapy Market Size, Share & Trends Analysis Report by Product (Monoclonal Antibodies, Immunomodulators),

By Application, By Distribution Channel, By End-use, By Region, And Segment Forecasts, 2023-2030),” https://www.grandviewresearch.com/industry-analysis/cancer-immunotherapy

market#:~:text=Report%20Overview,8.7%25%20from%202023%20to%202030.

“Artificial Intelligence In Drug Discovery Market (2024 - 2030)” https://www.grandviewresearch.com/industry-analysis/artificial-intelligence-drug-discovery-market.

Regulatory

Environment

Drug

products must be approved by the appropriate governing body before they can be sold in that country or area. The FDA approves products

for the United States market and Health Canada approves products for the Canadian market. The European Medicines Agency (“EMA”)

approves products for the European Union. While the process by which products are approved by the FDA and Health Canada is very similar,

each regulatory body has its own unique requirements for a product. In both cases, the development of a product through to approval can

be a lengthy process and, in some cases, can take over ten years. While early studies conducted in one jurisdiction will usually be accepted

in the other, further and somewhat modified studies may be required to have a product approved in another jurisdiction.

The

process required by the FDA before drug products may be marketed in the United States generally involves the following:

●

completion of extensive

preclinical laboratory tests and preclinical animal studies, some performed in

●

accordance with the GLP

regulations;

●

submission to the FDA of

a pre-investigational new drug (“IND”), which must be reviewed by the FDA and become active before human clinical

trials may begin and must be updated annually;

●

approval by an independent

review board (“IRB”) or ethics committee representing each clinical site before each clinical trial may be initiated;

●

performance

of adequate and well-controlled human clinical trials conducted under Good Clinical Practices (“GCP”) to establish

the safety and efficacy of the product candidate for each proposed indication;

●

preparation of and

submission to the FDA of an NDA or BLA after completion of all pivotal clinical trials;

●

a determination by the

FDA within 60 days of its receipt of an NDA or BLA to file the application for review;

●

potential review of the

product application by an FDA advisory committee, where appropriate and if applicable;

●

satisfactory completion

of an FDA pre-approval inspection of the manufacturing facilities where the proposed product is produced to assess compliance with

cGMP.

●

a potential FDA audit of

the preclinical research and clinical trial sites that generated the data in support of the NDA or a Biologics License Application

(“BLA”); and

●

FDA review and approval

of an NDA or BLA prior to any commercial marketing or sale of the product in the United States.

The

preclinical research, clinical testing and approval process require substantial time, effort, and financial resources, and BriaPro cannot

be certain that any approvals for BriaPro’s product candidates will be granted on a timely basis, if at all. An IND is a request

for authorization from the FDA to administer an investigational new drug product to humans in clinical trials. The central focus of an

IND submission is on the general investigational plan and the protocol(s) for human clinical trials. The IND also includes results of

animal studies assessing the toxicology, pharmacokinetics, pharmacology, and pharmacodynamic characteristics of the product; chemistry,

manufacturing, and controls information; and any available human data or literature to support the use of the investigational new drug.

An IND must become effective before human clinical trials may begin. An IND will automatically become effective 30 days after receipt

by the FDA, unless before that time the FDA raises concerns or questions related to the proposed clinical trials. In such a case, the

IND may be placed on clinical hold and the IND sponsor and the FDA must resolve any outstanding concerns or questions before clinical

trials can begin. Accordingly, submission of an IND may or may not result in the FDA allowing clinical trials to commence. As drug product

programs continue in development, clinical trial protocols, additional preclinical testing results, and manufacturing information is

submitted with the IND to facilitate discussions with the FDA and approval of additional clinical trials. See “Risk Factors.”

Options

and Other Rights to Purchase Shares

The

BriaPro Board adopted the BriaPro Incentive Plan, and the BriaCell Shareholders subsequently approved same. The purpose of the BriaPro

Incentive Plan is to allow BriaPro to issue performance share units (“PSUs”), restricted share units (“RSUs”),

and deferred share units (“DSUs” and together with the PSUs and RSUs, “Share Units”) and BriaPro Options

(together with the Share Units, “Awards”) to directors, officers, employees and consultants, as additional compensation,

and as an opportunity to participate in the success of BriaPro. The granting of such options is intended to align the interests of such

persons with that of the shareholders.

Following

the closing of the Arrangement and the exchange of BriaCell Options for BriaCell Replacement Options and BriaPro Options under the Plan

of Arrangement, BriaCell Replacement Options (and, any new options of BriaCell granted thereafter) will continue to be governed by the

BriaCell Omnibus Plan or BriaCell Stock Option Plan, as applicable, based on the original issuance of such BriaCell Options, and BriaPro

Options shall be governed by the BriaPro Incentive Plan. The exercise price of the BriaCell Options exchanged will be apportioned between

the BriaCell Replacement Options and the BriaPro Options, subject to adjustments as provided for therein.

There

are no other immediate plans to grant BriaPro Options under the BriaPro Incentive Plan. As the date hereof, there is no current market

for the BriaPro Shares.

Resale

Restrictions

There

is currently no market through which the BriaPro Shares may be sold and, unless the BriaPro Shares are listed on a stock exchange, BriaCell

Shareholders may not be able to resell the BriaPro Shares. There can be no assurances that BriaPro will be obtain such a listing on the

TSX, NASDAQ or any other recognized North American stock exchange.

DISCUSSION

OF OPERATIONS

The

following financial data prepared in accordance with IFRS in US dollars is presented for the three month period ended January 31, 2026.

Three months ended January 31

2026

2025

Research and development expenses

$ 195,806

$ 81,523

General and administrative expenses

43,692

57,509

Operating Loss

(239,498 )

(139,032 )

Change in fair value of warrant liability

12,005

(12,030 )

Total operating loss and comprehensive loss

$ (227,493 )

$ (151,062 )

Basic and diluted weighted average loss per share

$ (0.005 )

$ (0.003 )

Basic and diluted weighted average number of shares

43,884,247

Three-month

period ended January 31, 2026

Research

and development expenses

For

the three-month period ended January 31, 2026, research and development expenses were $195,806, compared to $81,523 for the same period

in 2025. The increase was primarily driven by an increase in consulting fees and supplies, which increased from $77,500 and 4,023

in 2025, to $134,313 and $19,339 respectively in 2026.

General

and administrative expenses

General

and administrative expenses for the three-month period ended January 31, 2026, amounted to $43,692, a slight decrease from $57,509 for

the same period in 2025. The decrease was mainly due to a reduction in professional fees, which declined from $25,674 in 2025 to $12,992

in 2026. This reduction reflects a scaling back of external services.

Change

in fair value of warrant liability

The

change in fair value of the warrant liability for the three-month period ended January 31, 2026, was a decrease of $12,005, compared

to an increase of $12,030 in the same period in 2025. The variance was driven by adjustments based on underlying assumptions, such as

changes in market conditions and volatility.

The

following financial data prepared in accordance with IFRS in US dollars is presented for the six month period ended January 31, 2026.

Six months ended January 31

2026

2025

Research and development expenses

$ 433,307

$ 130,023

General and administrative expenses

64,636

80,012

Operating Loss

(497,943 )

(210,035 )

Change in fair value of warrant liability

25,712

(23,150 )

Total operating loss and comprehensive loss

$ (472,231 )

$ (233,185 )

Basic and diluted weighted average loss per share

$ (0.011 )

$ (0.005 )

Basic and diluted weighted average number of shares

43,884,247

Six-month

period ended January 31, 2026

Research

and development expenses

For

the six-month period ended January 31, 2026, research and development expenses were $433,307, compared to $130,023 for the same period

in 2025. The increase was primarily driven by an increase in consulting fees and supplies, which increased from $126,000 and 4,023

in 2025, to $296,188 and $94,965 respectively in 2026.

General

and administrative expenses

General

and administrative expenses for the six-month period ended January 31, 2026, totaled $64,636, remaining relatively consistent compared

to $80,012 in the same period of 2025. The slight decrease was primarily driven by lower professional fees, which declined from $ 29,359

in 2025 to $14,826 in 2026 due to reduced reliance on external services and consulting costs.

Change

in fair value of warrant liability

The

change in fair value of the warrant liability for the six-month period ended January 31, 2026, was a decrease of $25,712, compared to

an increase of $23,150 in the same period in 2025. The variance was driven by adjustments to underlying assumptions such as market conditions

and volatility.

SUMMARY

OF QUARTERLY RESULTS

QUARTER ENDED

January 31,

October 31,

July 31,

April 30,

2026

2025

Total revenue

$ -

Net loss before income taxes

$ (227,493 )

$ (244,738 )

$ (220,412 )

(286,619 )

Net loss for the period

$ (227,493 )

$ (244,738 )

$ (220,412 )

(286,619 )

Basic loss per share

$ (0.005 )

$ (0.006 )

$ (0.003 )

(0.007 )

QUARTER ENDED

January 31,

October 31,

July 31,

April 30,

2025

2024

Total revenue

$ -

Net loss before income taxes

$ (151,062 )

$ (82,123 )

$ (103,770 )

(70,557 )

Net loss for the period

$ (151,062 )

$ (82,123 )

$ (103,770 )

(70,557 )

Basic loss per share

$ (0.003 )

$ (0.002 )

(0.002 )

Net

loss per quarter is primarily a function of the research and operational activity during the quarter in addition to the adjustment to

the warrant liability. There is no seasonal trend.

LIQUIDITY

AND CAPITAL RESOURCES

Liquidity

is a measure of a company’s ability to meet potential cash requirements.

The

Company is an early-stage biotech company focused on research and development of its products, and currently does not generate any revenues

from its operations.

The

Company’s current financial resources are not sufficient to meet its short-term liquidity requirements and to fund its operations

for at least the coming 12 months, and will require additional proceeds to be raised through an offering of securities.

of January 31, 2026, the Company has a negative working capital of $1,638,799 (July 31, 2025 – $1,148,492) and an accumulated deficit

of $1,652,656, (July 31, 2025 - $1,180,425).

During

the six month period ended January 31, 2026, the Company’s overall position of cash and cash equivalents remained unchanged. This

can be attributed to the following:

The

Company’s net cash used in operating activities during the six month period ended January 31, 2026, was nil. as the Company continues

to be financed by its holding company – BriaCell.

Capital

Management

The

Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits

to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued capital.

The

Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its

Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed

appropriate under the specific circumstances.

The

Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk

management remains unchanged.

Off

Balance Sheet Arrangements and commitment

There

are no off-balance sheet arrangements to which the Company is committed.

Transactions

With Related Parties

Parties

are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant

influence over the other party in making operating and financial decisions. This would include the Company’s senior management,

who are considered to be key management personnel by the Company. Parties are also related if they are subject to common control or significant

influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when

there is a transfer of resources or obligations between related parties.

of January 31, 2026, pursuant to the Transition Agreement, the total balance owing to BriaCell group companies is $1,606,112. For the

six month period ending January 31, 2026 the fixed monthly services expense totaled $120,000 and direct expenses incurred by BriaCell

on behalf of BriaPro totaled $365,059.

During

the six month period ended January 31, 2026, the Company incurred Services and direct expense paid for by BriaCell in the amount

of $485,059.

As noted above, On February 18, 2026, the Company

entered into a Purchase Agreement with BriaCell, pursuant to which the Company agreed to acquire BriaCell’s exclusive license to

develop and commercialize Soluble CD80 (“sCD80”) as a biologic agent for the treatment of cancer and certain related assets.

On March 5, 2026, the disinterested shareholders of the Company approved the Transaction and the Transaction closed

on March 30, 2026.

Financial

Instruments and Financial Risk Exposures

The

Company’s financial instruments consist of cash, accounts payable and accrued liabilities, and the warrant liability. 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, 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. Until the Company raises additional financing, it is entirely dependent on BriaCell to finance the Company’s operations.

As of January 31, 2026 , the Company has a negative working capital balance of $1,638,799 (July 31, 2025 – working capital of $1,148,492).

The table below presents the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments:

Carrying

amount

Contractual

cash flows

Within

1 year

1-2 years

2-5 years

5+ years

Accrued expenses and other payables

$ 32,688

$ -

Amounts owing to holding company

1,606,112

$ 1,638,800

$ -

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.

ii.

Price Risk

the Company has no revenues, price risk is remote.

iii.

Exchange Risk

The

Company is exposed to foreign exchange risk as a portion of the Company’s transactions occur in Canadian Dollars 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 January 31, 2026, 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 accounts payable and accrued liabilities approximate their fair values due to their short terms to maturity.

Cash,

is valued using quoted market prices in active markets. The warrant liability is measured using the Black-Scholes Option Pricing Model.

11.

Critical Estimates and Judgements

The

preparation of the unaudited condensed interim consolidated financial statements requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during

the reporting period. Actual outcomes could differ from these estimates. The condensed interim consolidated financial statements include

estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and

may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which

the estimate is revised and also in future periods when the revision affects both current and future periods.

New

Accounting Policies Adopted

new accounting policies were adopted during the six months period ended January 31, 2026.

Additional

Disclosure for Companies Without Significant Revenue

analysis of material components of the Company’s general and administrative expenses is disclosed in the condensed interim consolidated

financial statements for the six month period ended January 31, 2026, to which this MD&A relates.

Disclosure

of Outstanding Share Data

Authorized

share capital consists of unlimited number of common shares without par value.

of July 31, 2025, January 31, 2026 and March 31, 2026, the Company had 47,945,178 and 71,917,767 and common shares issued

and outstanding, respectively.

of July 31, 2025, January 31, 2026 and March 31, 2026, the Company had 2,131,400 and 1,519,400 stock options outstanding,

respectively.

of July 31, 2025, January 31, 2026 and March 31, 2026, the Company had no share purchase warrants outstanding. However, BriaCell

has 8,111,714 and 5,080,183 warrants outstanding, and these warrants entitle holders thereof to receive, upon the exercise

thereof, one BriaCell Share and one BriaPro Share for the original exercise price.

of July 31, 2025, January 31, 2026 and March 31, 2026, the Company had 19,200 RSU’s outstanding, respectively.

Risk

Factors

The

Company business, and investing in the Company’s securities, are subject to numerous risks. If any of these risks actually occur,

the Company’s business, financial condition or results of operations would likely be materially adversely affected. In each case,

the trading price of the Company’s securities would likely decline, and investors may lose all or part of their investment. The

following is a summary of some of the principal risks the Company faces:

Risks

Associated with the Business

Nature

of the Securities and No Assurance of any Listing

BriaPro

Shares are not currently, and will not as a result of the Arrangement, be listed on any stock exchange and there is no assurance that

the BriaPro Shares will ever be listed on any stock exchange. Even if a listing is obtained in the future, the holding of BriaPro Shares

will involve a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them

to assume such risks and who have no need for immediate liquidity in their investment. BriaPro Shares should not be held by persons who

cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in securities of BriaPro should not

constitute a major portion of an investor’s portfolio.

Future

Sales or Issuances of Securities

BriaPro

may issue additional securities to finance future activities. BriaPro cannot predict the size of future issuances of securities or the

effect, if any, that future issuances and sales of securities will have on the market price of the BriaPro Shares. Sales or issuances

of substantial numbers of BriaPro Shares, or the perception that such sales could occur, may adversely affect prevailing market prices

of the BriaPro Shares. With any additional sale or issuance of BriaPro Shares, investors will suffer dilution to their voting power and

BriaPro may experience dilution in its earnings per share.

Limited

Operating History

BriaPro

was incorporated on May 15, 2023 and has a limited operating history and no operating revenues.

Lack

of Supporting Clinical Data

The

clinical effectiveness and safety of any of BriaPro’s developmental products is not yet supported by extensive clinical data and

the medical community has not yet developed a large body of peer reviewed literature that supports the safety and efficacy of BriaPro’s

products. If future studies call into question the safety or efficacy of BriaPro’s products, BriaPro’s business, financial

condition, and results of operations could be adversely affected.

Unproven

Market for Product Candidates

BriaPro

believes that the anticipated market for its potential products and technologies if successfully developed will continue to exist and

expand. These assumptions may prove to be incorrect for a variety of reasons, including competition from other products and the degree

of commercial viability of the potential product.

Growth

of Business

Anticipated

growth in all areas of BriaPro’s business is expected to continue to place a significant strain on its managerial, operational

and technical resources. BriaPro expects operating expenses and staffing levels to increase in the future. To manage such growth, BriaPro

must expand its operational and technical capabilities and manage its employee base while effectively administering multiple relationships

with various third parties. There can be no assurance that BriaPro will be able to manage its expanding operations effectively. Any failure

to implement cohesive management and operating systems, to add resources on a cost-effective basis or to properly manage BriaPro’s

expansion could have a material adverse effect on its business and results of operations.

Reliance

on Third Parties

BriaPro

does not expect to have any in-house manufacturing, pharmaceutical development or marketing capability. To be successful, a product must

be manufactured and packaged in commercial quantities in compliance with regulatory requirements and in reasonable time frames and at

accepted costs. BriaPro intends to contract with third parties to develop its products. No assurance can be given that BriaPro or its

suppliers will be able to meet the supply requirements in respect of the product development or commercial sales. Production of therapeutic

products may require raw materials for which the sources and amount of supply are limited, or may be hindered by quality or scheduling

issues in respect of the third party suppliers over which BriaPro has limited control. An inability to obtain adequate supplies of raw

materials could significantly delay the development, regulatory approval and marketing of a product. BriaPro has limited in-house personnel

to internally manage all aspects of product development, including the management of multi-center clinical trials. BriaPro is significantly

reliant on third-party consultants and contractors to provide the requisite advice and management. There can be no assurance that the

clinical trials and product development will not encounter delays which could adversely affect prospects for BriaPro’s success.

To be successful, an approved product must also be successfully marketed. The market for BriaPro’s product being developed by BriaPro

may be large and will require substantial sales and marketing capability. At the present time, BriaPro does not have any internal capability

to market pharmaceutical products. BriaPro intends to enter into one or more strategic partnerships or collaborative arrangements with

pharmaceutical companies or other companies with marketing and distribution expertise to address this need. If necessary, BriaPro will

establish arrangements with various partners for geographical areas. There can be no assurance that BriaPro can market, or can enter

into a satisfactory arrangement with a third party to market a product in a manner that would assure its acceptance in the marketplace.

However,

if a satisfactory arrangement with a third party to market and/or distribute a product is obtained; BriaPro will be dependent on the

corporate collaborator(s) who may not devote sufficient time, resources and attention to BriaPro’s programs, which may hinder efforts

to market the products. Should BriaPro not establish marketing and distribution strategic partnerships and collaborative arrangements

on acceptable terms, and undertake some or all of those functions, BriaPro will require significant additional human and financial resources

and expertise to undertake these activities, the availability of which is not guaranteed. BriaPro will rely on third parties for the

timely supply of raw materials, equipment, contract manufacturing, and formulation or packaging services. Although BriaPro intends to

manage these third-party relationships to ensure continuity and quality, some events beyond BriaPro’s control could result in complete

or partial failure of these goods and services. Any such failure could have a material adverse effect on the financial conditions and

results of operations of BriaPro. Due to the complexity of the process of developing pharmaceutical products, BriaPro’s business

may depend on arrangements with pharmaceutical and biotechnology companies, corporate and academic collaborators, licensors, licensees

and others for the research, development, clinical testing, technology rights, manufacturing, marketing and commercialization of its

products. Such agreements could obligate BriaPro to diligently bring potential products to market, make milestone payments and royalties

that, in some instances, could be substantial, and incur the costs of filing and prosecuting patent applications. There can be no assurance

that BriaPro will be able to establish or maintain collaborations that are important to its business on favorable terms, or at all. A

number of risks arise from BriaPro’s potential dependence on collaborative agreements with third parties. Product development and

commercialization efforts could be adversely affected if any collaborative partner terminates or suspends its agreement with BriaPro,

causes delays, fails to on a timely basis develop or manufacture in adequate quantities a substance needed in order to conduct clinical

trials, fails to adequately perform clinical trials, determines not to develop, manufacture or commercialize a product to which it has

rights, or otherwise fails to meet its contractual obligations. BriaPro’s collaborative partners could pursue other technologies

or develop alternative products that could compete with the products BriaPro is developing.

BriaPro

is expected to sign Non-Disclosure Agreements (“NDA”) with third parties with which it engages in research and development

activities. There is no guarantee that, despite the terms of the NDA which bind third parties, BriaPro will ultimately be able to prevent

such third parties from breaching their obligations under the NDA. Use of BriaPro’s confidential information in an unauthorized

manner is likely to negatively affect BriaPro.

Pre-Clinical

Studies and Initial Clinical Trials Not Necessarily Predictive of Future Results

Pre-clinical

tests and Phase I/II clinical trials are primarily designed to test safety, to study pharmacokinetics and pharmacodynamics and to understand

the side effects of product candidates at various doses and schedules. Success in pre-clinical and early clinical trials does not ensure

that later large-scale efficacy trials will be successful, nor does it predict final results. Favorable results in early trials may not

be repeated in later trials. A number of companies in the life sciences industry have suffered significant setbacks in advanced clinical

trials, even after positive results in earlier trials. Clinical results are frequently susceptible to varying interpretations that may

delay, limit or prevent regulatory approvals. Negative or inconclusive results or adverse medical events during a clinical trial could

cause a clinical trial to be delayed, repeated or terminated. Any pre-clinical data and the clinical results obtained for BriaPro’s

technology may not predict results from studies in larger numbers of subjects drawn from more diverse populations or in the commercial

setting, and also may not predict the ability of BriaPro’s products to achieve their intended goals, or to do so safely.

Results

of Early Clinical Trials May Not be Predictive of Future Trial Results

BriaPro

has limited experience in conducting and managing the clinical trials necessary to obtain regulatory approvals, including the United

States Food and Drug Administration (“FDA”) approval. Clinical trials are expensive and complex, can take many years and

have uncertain outcomes. BriaPro cannot predict whether it or its licensees will encounter problems with any of the completed, ongoing

or planned clinical trials that will cause it or its licensees or regulatory authorities to delay or suspend clinical trials, or delay

the analysis of data from completed or ongoing clinical trials. BriaPro estimates that clinical trials of their most advanced therapeutic

candidates will continue for several years, but they may take significantly longer to complete. Failure can occur at any stage of the

testing and BriaPro may experience numerous unforeseen events during, or as a result of, the clinical trial process that could delay

or prevent commercialization of their current or future therapeutic candidates, including but not limited to: delays in securing clinical

investigators or trial sites for the clinical trials; delays in obtaining institutional review board and other regulatory approvals to

commence a clinical trial; slower than anticipated patient recruitment and enrollment; negative or inconclusive results from clinical

trials; unforeseen safety issues; uncertain dosing issues; an inability to monitor patients adequately during or after treatment; and

problems with investigator or patient compliance with the trial protocols. A number of companies in the pharmaceutical and biotechnology

industries, including those with greater resources and experience than BriaPro, have suffered significant setbacks in advanced clinical

trials, even after seeing promising results in earlier clinical trials. Despite the results reported in earlier clinical trials for BriaPro’s

therapeutic candidates, BriaPro does not know whether any phase 3 or other clinical trials that BriaPro or its licensees may conduct

will demonstrate adequate efficacy and safety to result in regulatory approval to market BriaPro’s therapeutic candidates. If later-stage

clinical trials of any therapeutic candidate do not produce favorable results, BriaPro’s ability to obtain regulatory approval

for the therapeutic candidate may be adversely impacted, which will have a material adverse effect on BriaPro’s business, financial

condition and results of operations.

Inability

to Obtain Raw Materials

Raw

materials and supplies are generally available in quantities to meet the needs of BriaPro’s business. BriaPro will be dependent

on third-party manufacturers for the pharmaceutical products that it markets. An inability to obtain raw materials or product supply

could have a material adverse impact on BriaPro’s business, financial condition and results of operations.

Must

Obtain Additional Capital to Continue Operations

BriaPro

anticipates that additional capital will be required to complete its current research and development programs. It is anticipated that

future research, additional pre-clinical and toxicology studies and manufacturing initiatives, including to prepare for market approval

and successful product market launch, will require additional funds. Further financing may dilute the current holdings of shareholders

and may thereby result in a loss for the shareholders. There can be no assurance that BriaPro will be able to obtain adequate financing,

or financing on terms that are reasonable or acceptable for these or other purposes, or to fulfill BriaPro’s obligations under

various license agreements. Failure to obtain such additional financing could result in delay or indefinite postponement of further research

and development of BriaPro’s technologies with the possible loss of license rights to these technologies.

Highly

Dependent on Key Personnel.

Although

BriaPro is expected to have experienced senior management and personnel, BriaPro will be substantially dependent upon the services of

a few key personnel, particularly Dr. William V. Williams and other professionals for

the successful operation of its business. The loss of the services of any of these personnel could have a material adverse effect on

the business of BriaPro. BriaPro may not be able to attract and retain personnel on acceptable terms given the intense competition for

such personnel among high technology enterprises, including biotechnology and healthcare companies, universities and non-profit research

institutions. If BriaPro loses any of these persons, or is unable to attract and retain qualified personnel, BriaPro’s business,

financial condition and results of operations may be materially and adversely affected. BriaPro’s directors and officers and other

BriaCell personnel support made available pursuant to the Transition Services Agreement may be subject to competing commitments to BriaCell

and its research and development programs.

Conflicts

of Interest

Certain

directors and officers of BriaPro are, and may continue to be, involved in the health and biotechnology industries through their direct

and indirect participation in corporations, partnerships or joint ventures which are potential competitors of BriaPro, including BriaCell.

Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers

may conflict with the interests of BriaPro. Directors and officers of BriaPro with conflicts of interest will be subject to the procedures

set out in applicable corporate and Securities Legislation, regulation, rules and policies.

History of Earnings

BriaPro

has no history of earnings or of a return on investment, and there is no assurance that BriaPro Assets or any other asset or business

that BriaPro may acquire or undertake will generate earnings, operate profitably or provide a return on investment in the future. BriaPro

has no plans to pay dividends for some time in the future, if ever. The future dividend policy of BriaPro will be determined by the BriaPro

Board.

Risks

Related to Regulatory Changes

Existing

and proposed changes in the laws and regulations affecting public companies may cause BriaPro to incur increased costs as BriaPro evaluates

the implications of new rules and responds to new requirements. Failure to comply with new rules and regulations could result in enforcement

actions or the assessment of other penalties. New laws and regulations could make it more difficult to obtain certain types of insurance,

including director’s and officer’s liability insurance, and BriaPro may be forced to accept reduced policy limits and coverage

or incur substantially higher costs to obtain the same or similar coverage, to the extent that such coverage remains available.

The

impact of these events could also make it more difficult for BriaPro to attract and retain qualified persons to serve on the Board, or

as executive officers. BriaPro may be required to hire additional personnel and utilize additional outside legal, accounting and advisory

services, all of which could cause the BriaPro’s general and administrative costs to increase beyond what BriaPro currently has

planned. Although BriaPro will evaluate and monitor developments with respect to new rules and laws, BriaPro cannot predict or estimate

the amount of the additional costs BriaPro may incur or the timing of such costs with respect to such evaluations and/or compliance and

cannot provide assurances that such additional costs will render BriaPro compliant with such new rules and laws.

Dilution

Issuances

of additional securities including, but not limited to, BriaPro shares, BriaPro options or BriaPro warrants, will

result in a substantial dilution of the equity interests of any persons who may become BriaPro Shareholders as a result of or subsequent

to the Arrangement.

Independent Operating History

The

BriaPro Assets have no operating history independent from BriaCell, and estimates of future cash flows have been based upon the combined

operations of BriaPro and BriaCell. There can be no assurance that the estimates of future cash flows will prove to be accurate once

BriaPro begins operating independently.

Early

Stage Development Company

Market

perception of early stage companies may change, potentially affecting the value of investors’ holdings and the ability of BriaPro

to raise further funds through the issue of further BriaPro Shares or otherwise. BriaPro is developing novel technologies that may not

be efficacious or safe. BriaPro expects to spend a significant amount of capital to fund research and development. As a result, BriaPro

expects that its operating expenses will increase significantly and, consequently, it will need to generate significant revenues to become

profitable. Even if BriaPro does become profitable, it may not be able to sustain or increase profitability on a quarterly or annual

basis. BriaPro cannot predict when, if ever, it will be profitable. There can be no assurances that the intellectual property of BriaPro,

or other technologies it may acquire, will meet applicable regulatory standards, obtain required regulatory approvals, be capable of

being produced in commercial quantities at reasonable costs, or be successfully marketed. BriaPro will be undertaking additional laboratory

studies or trials with respect to the intellectual property of BriaPro, and there can be no assurance that the results from such studies

or trials will result in a commercially viable product or will not identify unwanted side effects.

Dividend

Policy

dividends on BriaPro Shares have been paid by BriaPro to date. BriaPro anticipates that it will retain all earnings and other cash resources

for the foreseeable future for the operation and development of its business. Payment of any future dividends will be at the discretion

of the BriaPro Board after taking into account many factors, including BriaPro’s operating results, financial condition and current

and anticipated cash needs.

Government

Regulations, Permits and Licenses

BriaPro’s

operations may be subject to governmental laws or regulations promulgated by various legislatures or governmental agencies from time

to time. A breach of such legislation may result in the imposition of fines and penalties. The cost of compliance with changes in governmental

regulations has the potential to reduce the profitability of operations. BriaPro intends to fully comply with all governmental laws and

regulations. While there are currently no indications that BriaPro will require approval by a governmental or regulatory authority in

Canada or the U.S., such approvals may ultimately be required. If any permits are required for BriaPro’s operations and activities

in the future, there can be no assurance that such permits will be obtainable on reasonable terms or on a timely basis, or that applicable

laws and regulations will not have an adverse effect on BriaPro’s business.

The

current and future operations of BriaPro are and will be governed by laws and regulations governing the healthcare industry, labour standards,

occupational health and safety, land use, environmental protection, and other matters. Amendments to current laws, regulations and permits

governing operations, or more stringent implementation thereof, could have a material adverse impact on BriaPro and cause increases in

capital expenditure or costs, or reduction in levels of its medical services.

Privacy

and Data Regulation

BriaPro

may be subject to federal, state and provincial data protection laws and regulations in the jurisdictions in which it operates, such

as laws and regulations that address privacy and data security. BriaPro may obtain health information from third parties, which are subject

to privacy and security requirements under applicable laws. Depending on the facts and circumstances, BriaPro could be subject to significant

civil, criminal, and administrative penalties if it obtains, uses, or discloses individually identifiable health information maintained

by entities covered by applicable health and data protection laws in a manner that is not authorized or permitted by such laws.

Compliance

with privacy and data protection laws and regulations could require BriaPro to contractually restrict its ability to collect, use and

disclose data, or in some cases, impact its ability to operate in certain jurisdictions. Failure to comply with these laws and regulations

could result in civil, criminal and administrative penalties, private litigation, or adverse publicity and could negatively affect BriaPro’s

operating results and business. Moreover, clinical trial subjects, employees and other individuals may limit our ability to collect,

use and disclose information collected. Claims that BriaPro has violated privacy rights, failed to comply with data protection laws,

or otherwise breached obligations, could be expensive and time-consuming to defend and could result in adverse publicity that could harm

BriaPro’s business.

Data

Security

BriaPro

and its customers could suffer harm if personal and health information were accessed by third parties due to a system security failure.

The collection of data requires BriaPro to receive and store a large amount of personally identifiable data. Recently, data security

breaches suffered by well-known companies and institutions have attracted a substantial amount of media attention, prompting legislative

proposals addressing data privacy and security. BriaPro may become exposed to potential liabilities with respect to the data that it

collects, manages and processes, and may incur legal costs if information security policies and procedures are not effective or if BriaPro

is required to defend its methods of collection, processing and storage of personal data. Future investigations, lawsuits or adverse

publicity relating to its methods of handling such information could have a material adverse effect on BriaPro’s business, financial

condition and results of operations due to the costs and negative market reaction relating to such developments.

Product

Liability

BriaPro’s drug candidates enter clinical trials, BriaPro will face an inherent risk of product liability suits and will face an

even greater risk if BriaPro obtains approval to commercialize any drugs. For example, BriaPro may be sued if its drug candidates cause

or are perceived to cause injury or are found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any

such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent

in the drug, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts.

If BriaPro cannot successfully defend itself against product liability claims, BriaPro may incur substantial liabilities or be required

to limit commercialization of BriaPro’s drug candidates. Even successful defense would require significant financial and management

resources. Regardless of the merits or eventual outcome, liability claims may result in: decreased demand for BriaPro’s drugs;

injury to BriaPro’s reputation; withdrawal of clinical trial participants and inability to continue clinical trials; initiation

of investigations by regulators; costs to defend the related litigation; diversion of management’s time and BriaPro’s resources;

substantial monetary awards to trial participants or patients; product recalls, withdrawals or labeling, marketing or promotional restrictions;

loss of revenue; exhaustion of any available insurance and BriaPro’s capital resources; the inability to commercialize any drug

candidate; and a decline in the price of BriaPro Shares.

BriaPro

shall seek to obtain the appropriate insurance once its candidates are ready for clinical trial. However, BriaPro’s inability to

obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent

or inhibit the commercialization of drugs BriaPro develops, alone or with collaborators. BriaPro does not currently have in place product

liability insurance and although BriaPro plans to have in place such insurance as when the products are ready for commercialization,

as well as insurance covering clinical trials, the amount of such insurance coverage may not be adequate, BriaPro may be unable to maintain

such insurance, or may not be able to obtain additional or replacement insurance at a reasonable cost, if at all. BriaPro’s insurance

policies may also have various exclusions, and may be subject to a product liability claim for which BriaPro has no coverage. BriaPro

may have to pay any amounts awarded by a court or negotiated in a settlement that exceeds BriaPro’s coverage limitations or that

are not covered by BriaPro’s insurance, and may not have, or be able to obtain, sufficient capital to pay such amounts. Even if

BriaPro’s agreements with any future corporate collaborators entitle BriaPro to indemnification against losses, such indemnification

may not be available or adequate should any claim arise.

Additionally,

BriaPro may be sued if the products that BriaPro commercialize, market or sell cause or are perceived to cause injury or are found to

be otherwise unsuitable, and may result in: decreased demand for those products; damage to BriaPro’s reputation; costs incurred

related to product recalls; limiting BriaPro’s opportunities to enter into future commercial partnerships; and a decline in the

price of BriaPro’s common shares.

Third

Party License Risk

BriaPro’s

intellectual property is currently under third-party licenses and may require additional third-party licenses to effectively develop

and manufacture its key products or future technologies. BriaPro is currently unable to predict the availability or cost of such licenses.

A substantial number of patents have already been issued to other biotechnology and pharmaceutical companies. To the extent that valid

third-party patent rights cover BriaPro’s products or services, BriaPro or its strategic collaborators would be required to seek

licenses from the holders of these patents in order to manufacture, use or sell these products and services, and payments under them

would reduce BriaPro’s profits from these products and services. BriaPro is currently unable to predict the extent to which it

may wish or be required to acquire rights under such patents, the availability and cost of acquiring such rights, and whether a license

to such patents will be available on acceptable terms or at all. There may be patents in the U.S. or in foreign countries or patents

issued in the future that are unavailable to license on acceptable terms. BriaPro’s inability to obtain such licenses may hinder

or eliminate an ability to manufacture and market products.

Failure

to Comply with Intellectual Property or License Agreements

BriaPro

is or may become a party to third-party agreements under which BriaPro grants or is granted rights to intellectual property that are

potentially important to BriaPro’s business and BriaPro expect that BriaPro may need to enter into additional license or collaboration

agreements in the future. BriaPro’s existing third party agreements impose, and BriaPro expect that future license agreements will

impose, various obligations related to, among other things, therapeutic development and payment of royalties and fees based on achieving

certain milestones. In addition, under several of BriaPro’s collaboration agreements, BriaPro are prohibited from developing and

commercializing therapies that would compete with the therapies licensed under such agreements.

BriaPro fails to comply with BriaPro’s obligations under these agreements, BriaPro’s licensor or collaboration partner may

have the right to terminate the agreement, including any licenses included in such agreement. The termination of any license or collaboration

agreements or failure to adequately protect such license agreements or collaboration could prevent BriaPro from commercializing BriaPro’s

therapeutic candidates or any future therapeutic candidates covered by the agreement or licensed intellectual property. For example,

BriaPro may rely on license agreements which grant failure BriaPro rights to certain intellectual property and proprietary materials

that BriaPro use in connection with the development of BriaPro’s therapies. If this agreement were to terminate, BriaPro would

be unable to timely license similar intellectual property and proprietary materials from an alternate source, on commercially reasonable

terms or at all, and may be required to conduct additional bridging studies on BriaPro’s therapeutic candidates or any future therapeutic

candidates, which could delay or otherwise have a material adverse effect on the development and commercialization of BriaPro’s

therapeutic candidates or any future therapeutic candidates.

Reliance

on the Transition Services Agreement

BriaPro

entered into a Transition Services Agreement with BriaCell, whereby certain BriaCell employees will assist with the day to day

operation of BriaPro. In the short term, BriaPro will continue to rely on BriaCell to assist with operations. If such agreement is found

to be invalid or unenforceable or is terminated by the counterparty, this could have a material adverse effect on the business, prospects,

financial condition and operating results of BriaPro.

Significant

Majority Shareholder

BriaCell

owns a substantial number of the outstanding BriaPro Shares (on a non-diluted and partially-diluted basis). As such, BriaCell is able

to exercise influence over matters requiring shareholder approval, including the election of directors and the determination of corporate

actions. As well, BriaCell could delay or prevent a change in control of the BriaPro that could otherwise be beneficial to the BriaPro

Shareholders.

Inflation

has the potential to adversely affect BriaPro’s business, results of operations, financial position and liquidity by increasing

BriaPro’s overall cost structure, particularly if BriaPro is unable to achieve commensurate increases in the prices it charges

customers. The existence of inflation in the economy has the potential to result in higher interest rates and capital costs, supply shortages,

increased costs of labor and other similar effects. As a result of inflation, BriaPro may experience increases in the costs of labor,

materials, and other inputs, such as engineering consultants. Although BriaPro may take measures to mitigate the impact of this inflation,

if these measures are not effective BriaPro’s business, results of operations, financial position and liquidity could be materially

adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions

impact BriaPro’s results of operations and when the cost of inflation is incurred.

Failure

to Remediate Material Weaknesses in Internal Accounting Controls

Management

may identify material weaknesses in BriaPro’s internal control over financial reporting related to lack of segregation of duties

within account processes, and systems, inadequate documentation to evidence the operation of controls, inconsistent procedures and approvals,

lack of periodic user access reviews, lack of assessment of controls of financially significant vendors and insufficient written policies

and procedures for accounting, IT and financial reporting and record keeping. Disclosure controls and procedures will need to be implemented

going forward. Management is implementing processes to document and retain evidence to support reviews and reconciliations. Such changes

may not, however, be effective in establishing the adequacy of BriaPro’s internal control over financial reporting. If the material

weaknesses are not adequately remedied, or if BriaPro identifies further material weaknesses in its internal controls, BriaPro’s

failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result

in material misstatements in its condensed interim consolidated financial statements and a failure to meet reporting and financial obligations,

each of which could have a material adverse effect on BriaPro’s financial condition. In addition, investors’ perceptions

that BriaPro’s internal control over financial reporting is inadequate or that BriaPro is unable to produce accurate condensed

interim consolidated financial statements may materially adversely affect the price of BriaPro’s securities.

Government

Price Controls and Other Restrictions on Pricing, Reimbursement and Access to Drugs

the extent BriaPro’s products are developed, commercialized, and successfully introduced to market, they may not be considered

cost-effective and third-party or government reimbursement might not be available or sufficient. Globally, governmental and other third-party

payors are becoming increasingly aggressive in attempting to contain health care costs by strictly controlling, directly or indirectly,

pricing and reimbursement and, in some cases, limiting or denying coverage altogether on the basis of a variety of justifications, and

BriaPro expects pressures on pricing and reimbursement from both governments and private payors inside and outside the U.S. to continue.

In the U.S., BriaPro may in the future be subject to substantial pricing, reimbursement, and access pressures from state Medicaid programs,

private insurance programs and pharmacy benefit managers, and implementation of U.S. health care reform legislation is increasing these

pricing pressures. The Affordable Care Act instituted comprehensive health care reform, and includes provisions that, among other things,

reduce and/or limit Medicare reimbursement, require all individuals to have health insurance (with limited exceptions), and impose new

and/or increased taxes. The future of the Affordable Care Act and its constituent parts are uncertain at this time. In almost all markets,

pricing and choice of prescription pharmaceuticals are subject to governmental control. Therefore, the price of BriaPro’s products

and their reimbursement in Europe and in other countries is and will be determined by national regulatory authorities. Reimbursement

decisions from one or more of the European markets may impact reimbursement decisions in other European markets. A variety of factors

are considered in making reimbursement decisions, including whether there is sufficient evidence to show that treatment with the product

is more effective than current treatments, that the product represents good value for money for the health service it provides, and that

treatment with the product works at least as well as currently available treatments. The continuing efforts of government and insurance

companies, health maintenance organizations, and other payors of health care costs to contain or reduce costs of health care may affect

BriaPro’s future revenues and profitability or those of BriaPro’s potential customers, suppliers, and collaborative partners,

as well as the availability of capital.

U.S.

Federal and State Privacy Laws May Increase Costs of Operation and Expose BriaPro to Civil and Criminal Sanctions

Pursuant

to the Health Insurance Portability and Accountability Act (“HIPPA”), and the regulations that have been issued under it,

and similar laws outside the United States, contains substantial restrictions and requirements with respect to the use and disclosure

of individuals’ protected health information. The HIPAA privacy rules prohibit “covered entities,” such as healthcare

providers and health plans, from using or disclosing an individual’s protected health information, unless the use or disclosure

is authorized by the individual or is specifically required or permitted under the privacy rules. Under the HIPAA security rules, covered

entities must establish administrative, physical and technical safeguards to protect the confidentiality, integrity and availability

of electronic protected health information maintained or transmitted by them or by others on their behalf. While BriaPro does not believe

that it will be a covered entity under HIPAA, BriaPro believes many of its potential future customers will be covered entities subject

to HIPAA. Such customers may require BriaPro to enter into business associate agreements, which will obligate BriaPro to safeguard certain

health information obtained in the course of BriaPro’s relationship with them, restrict the manner in which BriaPro may use and

disclose such information and impose liability on BriaPro for failure to meet contractual obligations.

addition, under the Health Information Technology for Economic and Clinical Health Act (“HITECH”), which was signed into

law as part of the U.S. stimulus package in February 2009, certain of HIPAA’s privacy and security requirements are now also directly

applicable to “business associates” of covered entities and subject them to direct governmental enforcement for failure to

comply with these requirements. BriaPro may be deemed as a “business associate” of some of its customers. As a result, BriaPro

may be subject as a “business associate” to civil and criminal penalties for failure to comply with applicable privacy and

security rule requirements. Moreover, HITECH created a new requirement obligating “business associates” to report any breach

of unsecured, individually identifiable health information to their covered entity customers and imposes penalties for failing to do

so.

addition to HIPAA, most U.S. states have enacted patient confidentiality laws that protect against the disclosure of confidential medical

information, and many U.S. states have adopted or are considering adopting further legislation in this area, including privacy safeguards,

security standards, and data security breach notification requirements. These U.S. state laws, which may be even more stringent than

the HIPAA requirements, are not supplanted by the federal requirements, and BriaPro is therefore required to comply with them to the

extent they are applicable to its operations. These and other possible changes to HIPAA or other U.S. federal or state laws or regulations,

or comparable laws and regulations in countries where BriaPro conducts business, could affect BriaPro’s business and the costs

of compliance could be significant. Failure by BriaPro to comply with any of the standards regarding patient privacy, identity theft

prevention and detection, and data security may subject BriaPro to penalties, including civil monetary penalties and in some circumstances,

criminal penalties. In addition, such failure may damage BriaPro’s reputation and adversely affect BriaPro’s ability to retain

customers and attract new customers. The protection of personal data, particularly patient data, is subject to strict laws and regulations

in many countries. The collection and use of personal health data in the E.U. is governed by the provisions of Directive 95/46/EC of

the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal

data and on the free movement of such data (the “Data Protection Directive”). The Data Protection Directive imposes a number

of requirements, including an obligation to seek the consent of individuals to whom the personal data relates, the information that must

be provided to the individuals, notification of data processing obligations to the competent national data protection authorities of

individual E.U. member states and the security and confidentiality of the personal data. The Data Protection Directive also imposes strict

rules on the transfer of personal data out of the E.U. to the U.S. Failure to comply with the requirements of the Data Protection Directive

and the related national data protection laws of the E.U. member states may result in fines and other administrative penalties and harm

BriaPro’s business. BriaPro may incur extensive costs in ensuring compliance with these laws and regulations, particularly if it

is considered to be a data controller within the meaning of the Data Protection Directive.

Development,

Formulation, Manufacturing, Packaging, Labeling, Handling, Distribution, Import, Export, Licensing, Sale and Storage of Pharmaceuticals

and Medical Devices

Such

laws, regulations and other constraints can exist at the federal, provincial or local levels in Canada and at all levels of government

in foreign jurisdictions. There can be no assurance that BriaPro and BriaPro’s partners are in compliance with all of these laws,

regulations and other constraints. BriaPro and its partners may be required to incur significant costs to comply with such laws and regulations

in the future, and such laws and regulations may have an adverse effect on the business. The failure of BriaPro or its partners to comply

with current or future regulatory requirements could lead to the imposition of significant penalties or claims and may have a material

adverse effect on the business. In addition, the adoption of new laws, regulations or other constraints or changes in the interpretations

of such requirements might result in significant compliance costs or lead BriaPro and its partners to discontinue product development

and could have an adverse effect on the business.

Risks

Associated with BriaPro’s Intellectual Property

Intellectual

Property Litigation

There

is a substantial amount of litigation over patent and other intellectual property rights in the biotechnology industry. Whether or not

a product infringes a patent involves complex legal and factual considerations, the determination of which is often uncertain. BriaPro’s

management is presently unaware of any other parties’ patents and proprietary rights which BriaPro’s products under development

would infringe. Searches typically performed to identify potentially infringed patents of third parties are often not conclusive and,

because patent applications can take many years to issue, there may be applications now pending, which may later result in issued patents

which BriaPro’s current or future products may infringe or be alleged to infringe. In addition, BriaPro’s competitors or

other parties may assert that BriaPro’s product candidates and the methods employed may be covered by patents held by them. If

any of BriaPro’s products infringes a valid patent, BriaPro could be prevented from manufacturing or selling such product unless

it is able to obtain a license or able to redesign the product in such a manner as to avoid infringement. A license may not always be

available or may require BriaPro to pay substantial royalties. BriaPro also may not be successful in any attempt to redesign its product

to avoid infringement, nor does a later redesign protect BriaPro from prior infringement. Infringement and other intellectual property

claims, with or without merit, can be expensive and time-consuming to litigate and can divert BriaPro’s management’s attention

from operating BriaPro business.

Steps

Taken to Protect Intellectual Property May be Inadequate

BriaPro’s

ability to establish and maintain a competitive position may be achieved in part by prosecuting claims against others who it believes

to be infringing its rights. In addition, enforcement of BriaPro’s patents in foreign jurisdictions will depend on the legal procedures

in those jurisdictions. In addition to filing patent applications, BriaPro relies on confidentiality, non-compete, non-disclosure and

assignment of inventions provisions, as appropriate, in BriaPro’s agreements with employees, consultants, and service providers,

to protect and otherwise seek to control access to, and distribution of, BriaPro’s proprietary information. These measures may

not be adequate to protect BriaPro’s intellectual property from unauthorized disclosure, third-party infringement or misappropriation,

for the following reasons: the agreements may be breached, may not provide the scope of protection BriaPro believes it provides or may

be determined to be unenforceable; BriaPro may have inadequate remedies for any breach; proprietary information could be disclosed to

BriaPro competitors; or others may independently develop substantially equivalent or superior proprietary information and techniques

or otherwise gain access to BriaPro’s trade secrets or disclose such technologies.

Specifically,

with respect to non-compete agreements, both state law and precedent varies greatly from state to state and BriaPro may be unable to

enforce these agreements, in whole or in part, and it may be difficult for BriaPro to restrict its competitors from gaining the expertise

that its former employees gained while working for BriaPro. If BriaPro’s intellectual property is disclosed or misappropriated,

it could harm BriaPro’s ability to protect its rights and could have a material adverse effect on its business, financial condition

and results of operations.

Need

to Initiate Lawsuits to Protect or Enforce Patents and Other Intellectual Property Rights

BriaPro

relied on patents, confidentiality and trade secrets to protect a portion of its intellectual property and competitive position. Patent

law relating to the scope of claims in the technology fields in which BriaPro operates is still evolving and, consequently, patent positions

in the biotechnology/pharmaceutical industry can be uncertain. In order to protect or enforce BriaPro’s patent rights, BriaPro

may initiate patent and related litigation against third parties, such as infringement suits or requests for injunctive relief. BriaPro’s

ability to establish and maintain a competitive position may be achieved in part by prosecuting claims against others who it believes

to be infringing its rights. In addition, enforcement of BriaPro’s patents in foreign jurisdictions will depend on the legal procedures

in those jurisdictions. Any lawsuits that BriaPro initiates could be expensive, take significant time and divert BriaPro’s management’s

attention from other business concerns and the outcome of litigation to enforce BriaPro’s intellectual property rights in patents,

copyrights, trade secrets or trademarks is highly unpredictable. Litigation also puts BriaPro’s patents at risk of being invalidated

or interpreted narrowly and BriaPro’s patent applications at risk of not issuing, or adversely affect its ability to distribute

any products that are subject to such litigation. In addition, BriaPro may provoke third parties to assert claims against BriaPro. BriaPro

may not prevail in any lawsuits that it initiates, and the damages or other remedies awarded, including attorney fees, if any, may not

be commercially valuable. The occurrence of any of these events could have a material adverse effect on BriaPro’s business, financial

condition and results of operations.

Damage

Resulting from Claims

Many

of BriaPro’s employees and contractors were previously employed at universities or other biotechnology or pharmaceutical companies,

including BriaPro’s competitors or potential competitors. Although no claims against BriaPro are currently pending, BriaPro may

be subject to claims that BriaPro or any employee or contractor have inadvertently or otherwise used or disclosed trade secrets or other

proprietary information of his or her former employers. Litigation may be necessary to defend against these claims. If BriaPro fails

in defending such claims, in addition to paying monetary damages, BriaPro may lose valuable intellectual property rights or personnel.

A loss of key research personnel or their work product could hamper or prevent BriaPro’s ability to commercialize certain therapeutic

candidates, which could severely harm BriaPro’s business, financial condition and results of operations. Even if BriaPro is successful

in defending against these claims, litigation could result in substantial costs and be a distraction to management.

Regulatory

Approval of a New Drug

Once

a new drug application is approved, the product covered thereby becomes a “reference listed drug” in the FDA’s publication,

“Approved Drug Products with Therapeutic Equivalence Evaluations,” commonly known as the Orange Book. Manufacturers may seek

approval of generic versions of reference listed drugs through submission of abbreviated new drug applications in the United States.

In support of an abbreviated new drug applications, a generic manufacturer need not conduct clinical trials. Rather, the applicant generally

must show that its product has the same active ingredient(s), dosage form, strength, route of administration and conditions of use or

labeling as the reference listed drug and that the generic version is bioequivalent to the reference listed drug, meaning it is absorbed

in the body at the same rate and to the same extent. Generic products may be significantly less costly to bring to market than the reference

listed drug and companies that produce generic products are generally able to offer them at lower prices. Thus, following the introduction

of a generic drug, a significant percentage of the sales of any branded product or reference listed drug is typically lost to the generic

product. The FDA may not approve abbreviated new drug applications for a generic product until any applicable period of non-patent exclusivity

for the reference listed drug has expired. The United States Federal Food, Drug, and Cosmetic Act provides a period of five years of

non-patent exclusivity for a new drug containing a new chemical entity (“NCE”). Specifically, in cases where such exclusivity

has been granted, abbreviated new drug applications may not be submitted to the FDA until the expiration of five years, unless the submission

is accompanied by a Paragraph IV certification that a patent covering the reference listed drug is either invalid or will not be infringed

by the generic product, in which case the applicant may submit its application four years following approval of the reference listed

drug. While BriaPro believes that its products contain active ingredients that would be treated as NCEs by the FDA and, therefore, if

approved, should be afforded five years of data exclusivity, the FDA may disagree with that conclusion and may approve generic products

after a period that is less than five years. If the FDA were to award NCE exclusivity to someone other than BriaPro, BriaPro believes

that it would still be awarded three year “Other” exclusivity protection from generic competition, which is awarded when

an application or supplement contains reports of new clinical investigations (not bioavailability studies) conducted or sponsored by

an applicant and essential for approval. Manufacturers may seek to launch these generic products following the expiration of the applicable

marketing exclusivity period, even if BriaPro still has patent protection for its product. If BriaPro does not maintain patent protection

and data exclusivity for its product candidates, BriaPro’s business may be materially harmed. Competition that BriaPro’s

products may face from generic versions of BriaPro’s products could materially and adversely impact BriaPro’s future revenue,

profitability and cash flows and substantially limit BriaPro’s ability to obtain a return on the investments BriaPro has made in

those product candidates.

Patent

Terms may be Inadequate to protect Competitive Position on Product Candidates for an Adequate Amount of Time

Patents

have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally

20 years from its earliest United States non-provisional filing date. Various extensions may be available, but the life of a patent,

and the protection it affords, is limited. Even if patents covering BriaPro’s product candidates are obtained, once the patent

life has expired, BriaPro may be open to competition from competitive products, including generics or biosimilars. Given the amount of

time required for the development, testing, and regulatory review of new product candidates, patents protecting such candidates might

expire before or shortly after such candidates are commercialized. As a result, BriaPro’s owned and licensed patent portfolio may

not provide BriaPro with sufficient rights to exclude others from commercializing products similar or identical to BriaPro’s.

General

Risk Factors for BriaPro

BriaPro’s

Operations are Subject to Human Error

Despite

efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage BriaPro’s interests,

and even when those efforts are successful, people are fallible and human error could result in significant uninsured losses to BriaPro.

These could include loss or forfeiture of assets for non-payment of fees or taxes, significant tax liabilities in connection with any

tax planning effort BriaPro might undertake and legal claims for errors or mistakes by BriaPro personnel.

Difficulty

in Enforcing Judgments and Effecting Service of Process on Directors and Officers

Certain

directors and officers of BriaPro reside outside of Canada. Some or all of the assets of such persons may be located outside of Canada.

Therefore, it may not be possible for investors to collect or to enforce judgments obtained in Canadian courts predicated upon the civil

liability provisions of applicable Canadian securities laws against such persons. Moreover, it may not be possible for investors to effect

service of process within Canada upon such persons.

Litigation

BriaPro

may become party to litigation from time to time in the ordinary course of business, or a claim based in related legal theories of negligence

or vicarious liability among others, which could adversely affect BriaPro’s business. Should any litigation in which BriaPro becomes

involved be determined against BriaPro, such a decision could adversely affect BriaPro’s ability to continue operating and the

market price if ever listed, of BriaPro Shares. Even if BriaPro is involved in litigation and wins, litigation can redirect significant

resources. Litigation may also create a negative perception of BriaPro’s business.

Insurance

BriaPro

believes the Company’s insurance coverage addresses material risks to which it is exposed and that a company of its size and nature

would insure for in the context of underwriting conditions, and is adequate and customary in its current state of operations, however

such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which BriaPro is exposed.

Moreover, there can be no guarantee that BriaPro will be able to obtain adequate insurance coverage in the future or obtain or maintain

liability insurance on acceptable terms or with adequate coverage against all potential liabilities.

Social

Media

There

has been a recent marked increase in the use of social media platforms and similar channels that provide individuals with access to a

broad audience of consumers and other interested persons. The availability and impact of information on social media platforms is virtually

immediate and many social media platforms publish user-generated content without filters or independent verification as to the accuracy

of the content posted. Information posted about BriaPro may be averse to BriaPro’s interests or may be inaccurate, each of which

may harm BriaPro’s business, financial condition and results of operations.

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