UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended OctoberJanuary 31, 20222024
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-40101
BRIACELL THERAPEUTICS CORP.
(Exact name of registrant as specified in its charter)
| 47-1099599 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
235 15th Street, Suite 300, West Vancouver, BC, V7T 2X1 |
| (Address of Principal Executive Offices, including zip code) |
| 604-921-1810 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ Large accelerated filer | ☐Accelerated filer | |
| ☒ Non-accelerated filer | ☒ Smaller reporting company | |
| ☒ Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes Yes☒ ☒ No ☐
As of December 14, 2022,March 18, 2024, there were common shares, no par value per share, of the Company issued and outstanding.
BRIACELL THERAPEUTICS CORP.
Form 10-Q
Table of Contents
| 2 |
PART I-FINANCIAL
INFORMATION
Item 1. Financial Statements
BRIACELL THERAPEUTICS CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| October 31, 2022 | July 31, 2022 | January 31, 2024 | July 31, 2023 | |||||||||||||
| ASSETS | ||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||
| Cash and cash equivalents | $ | 37,451,976 | $ | 41,041,652 | $ | 6,244,528 | $ | 21,251,092 | ||||||||
| Amounts receivable | 29,698 | 24,103 | 30,145 | 18,873 | ||||||||||||
| Prepaid expenses | 742,123 | 1,280,945 | 5,467,286 | 5,678,542 | ||||||||||||
| Total current assets | 38,223,797 | 42,346,700 | 11,741,959 | 26,948,507 | ||||||||||||
| NON-CURRENT ASSETS: | ||||||||||||||||
| Investments | 2 | 2 | 2 | 2 | ||||||||||||
| Equity investment in BC Therapeutics | 281,655 | - | ||||||||||||||
| Intangible assets, net | 226,521 | 230,339 | 207,431 | 215,068 | ||||||||||||
| Total non-current assets | 226,523 | 230,341 | 489,088 | 215,070 | ||||||||||||
| Total assets | $ | 38,450,320 | $ | 42,577,041 | $ | 12,231,047 | $ | 27,163,577 | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||||
| Trade payables | $ | 791,748 | $ | 463,280 | $ | 3,711,455 | $ | 1,123,739 | ||||||||
| Accrued expenses and other payables | 182,302 | 477,807 | 212,870 | 677,718 | ||||||||||||
| Total current liabilities | 974,050 | 941,087 | 3,924,325 | 1,801,457 | ||||||||||||
| NON-CURRENT LIABILITIES: | ||||||||||||||||
| Warrant liability | 27,141,938 | 31,307,022 | 16,624,177 | 29,139,301 | ||||||||||||
| Total non-current liabilities | 27,141,938 | 31,307,022 | 16,624,177 | 29,139,301 | ||||||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||||||||||
| Share Capital of par value - Authorized: at October 31, 2022 and July 31, 2022, Issued and outstanding: shares October 31, 2022 and July 31, 2022, respectively | 65,589,293 | 65,589,293 | ||||||||||||||
| Additional paid in capital | 6,340,101 | 5,228,160 | ||||||||||||||
| SHAREHOLDERS’ DEFICIT: | ||||||||||||||||
| Share Capital of par value - Authorized: at January 31, 2024 and July 31, 2023, Issued and outstanding: shares January 31, 2024 and July 31, 2023, respectively | 69,591,784 | 69,591,784 | ||||||||||||||
| Share-based payment reserve | 8,419,154 | 7,421,950 | ||||||||||||||
| Accumulated other comprehensive loss | (138,684 | ) | (138,684 | ) | (138,684 | ) | (138,684 | ) | ||||||||
| Non-controlling Interest | (244,418 | ) | - | |||||||||||||
| Accumulated deficit | (61,456,378 | ) | (60,349,837 | ) | (85,945,291 | ) | (80,652,231 | ) | ||||||||
| Total shareholders’ equity | 10,334,332 | 10,328,932 | ||||||||||||||
| Total shareholders’ deficit | (8,317,455 | ) | (3,777,181 | ) | ||||||||||||
| Total liabilities and shareholders’ equity | $ | 38,450,320 | $ | 42,577,041 | ||||||||||||
| Total liabilities and shareholders’ deficit | $ | 12,231,047 | $ | 27,163,577 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
BRIACELL THERAPEUTICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2024
(Unaudited)
| Three months ended October 31, | ||||||||
| 2022 | 2021 | |||||||
| Operating Expenses: | ||||||||
| Research and development expenses | $ | 3,255,215 | $ | 875,636 | ||||
| General and administrative expenses | 2,147,936 | 1,409,173 | ||||||
| Total operating expenses | 5,403,151 | 2,284,809 | ||||||
| Operating loss | (5,403,151 | ) | (2,284,809 | ) | ||||
| Financial income (expenses), net | ||||||||
| Interest income | 188,353 | 6,305 | ||||||
Interest expense | - | (979 | ) | |||||
Change in fair value of warrant liability | 4,117,790 | (25,254,036 | ) | |||||
| Foreign exchange gain | (9,533 | ) | 34 | |||||
| Total financial income (expenses), net | $ | 4,296,610 | $ | (25,248,676 | ) | |||
| Net loss and comprehensive loss for the period | $ | (1,106,541 | ) | $ | (27,533,485 | ) | ||
| Net loss per share – basic and diluted | $ | (0.07 | ) | $ | (1.81 | ) | ||
| Weighted average number of shares used in computing net basic and diluted earnings per share of common stock | 15,518,018 | 15,238,646 | ||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Three months ended January 31, | Six months ended January 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development expenses | $ | 8,257,455 | $ | 3,053,357 | $ | 15,114,712 | $ | 6,308,572 | ||||||||
| General and administrative expenses | 1,571,991 | 1,432,966 | 3,217,762 | 3,580,902 | ||||||||||||
| Total operating expenses | 9,829,446 | 4,486,323 | 18,332,474 | 9,889,474 | ||||||||||||
| Operating loss | (9,829,446 | ) | (4,486,323 | ) | (18,332,474 | ) | (9,889,474 | ) | ||||||||
| Financial expenses, net | (1,486,119 | ) | (7,395,439 | ) | 12,975,781 | (3,098,829 | ) | |||||||||
| Share of loss on equity investment | (18,345 | ) | - | (18,345 | ) | - | ||||||||||
| Net loss for the period | $ | (11,333,910 | ) | $ | (11,881,762 | ) | $ | (5,375,038 | ) | (12,988,303 | ) | |||||
| Net loss attributable to non-controlling interest | (39,307 | ) | - | (81,978 | ) | - | ||||||||||
| Net loss and Comprehensive loss for the period attributable to BriaCell | (11,294,603 | ) | (11,881,762 | ) | (5,293,060 | ) | (12,988,303 | ) | ||||||||
| Net loss per share attributable to BriaCell – basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares used in computing net basic earnings per share of common stock | 15,981,726 | 15,518,018 | 15,981,726 | 15,518,018 | ||||||||||||
| Weighted average number of shares used in computing net diluted earnings per share of common stock | 15,981,726 | 15,518,018 | 15,981,726 | 15,518,018 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
BRIACELL THERAPEUTICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
FOR THE THREE AND SIX MONTHS ENDED OCTOBERJANUARY 31, 20222024
| Share capital | Additional paid in | Accumulated other comprehensive | Accumulated | Total shareholders’ | ||||||||||||||||||||
| Number | Amount | capital | loss | deficit | Equity | |||||||||||||||||||
| Balance, July 31, 2022 | 15,518,018 | $ | 65,589,293 | $ | 5,228,160 | $ | (138,684 | ) | $ | (60,349,837 | ) | $ | 10,328,932 | |||||||||||
| Share based compensation | - | - | 1,111,941 | - | - | 1,111,941 | ||||||||||||||||||
| Loss for the period | - | - | - | - | (1,106,541 | ) | (1,106,541 | ) | ||||||||||||||||
| Balance, October 31, 2022 | 15,518,018 | $ | 65,589,293 | $ | 6,340,101 | $ | (138,684 | ) | $ | (61,456,378 | ) | $ | 10,334,332 | |||||||||||
| Number | Amount | capital | loss | deficit | interest | (deficit) | ||||||||||||||||||||||
| Share capital | Additional paid in | Accumulated other comprehensive | Accumulated | Non- controlling | Total shareholders’ equity | |||||||||||||||||||||||
| Number | Amount | capital | loss | deficit | interest | (deficit) | ||||||||||||||||||||||
| Balance, October 31, 2023 | 15,981,726 | $ | 69,591,784 | $ | 7,918,999 | $ | (138,684 | ) | $ | (74,650,688 | ) | $ | (205,111 | ) | $ | 2,516,300 | ||||||||||||
| Issuance of options | - | - | 500,155 | - | - | - | 500,155 | |||||||||||||||||||||
| Loss for the period | - | - | - | - | (11,294,603 | ) | (39,307 | ) | (11,333,910 | ) | ||||||||||||||||||
| Balance, January 31, 2024 | 15,981,726 | $ | 69,591,784 | $ | 8,419,154 | $ | (138,684 | ) | $ | (85,945,291 | ) | $ | (244,418 | ) | $ | (8,317,455 | ) | |||||||||||
| Share capital | Additional paid in | Accumulated other comprehensive | Accumulated | Non- controlling | Total shareholders’ | |||||||||||||||||||||||
| Number | Amount | capital | loss | deficit | interest | deficit | ||||||||||||||||||||||
| Balance, July 31, 2023 | 15,981,726 | $ | 69,591,784 | $ | 7,421,950 | $ | (138,684 | ) | $ | (80,652,231 | ) | - | $ | (3,777,181 | ) | |||||||||||||
| Instruments issued to minority shareholders at the Arrangement Date | - | - | (36,767 | ) | - | - | (162,440 | ) | (199,207 | ) | ||||||||||||||||||
| Issuance of options | - | - | 1,033,971 | - | - | - | 1,033,971 | |||||||||||||||||||||
| Loss for the period | - | - | - | - | (5,293,060 | ) | (81,978 | ) | (5,375,038 | ) | ||||||||||||||||||
| Balance, January 31, 2024 | 15,981,726 | $ | 69,591,784 | $ | 8,419,154 | $ | (138,684 | ) | $ | (85,945,291 | ) | $ | (244,418 | ) | $ | (8,317,455 | ) | |||||||||||
| Number | Amount | capital | loss | deficit | (deficit) | |||||||||||||||||||
| Share capital | Additional paid in | Accumulated other comprehensive | Accumulated | Total equity | ||||||||||||||||||||
| Number | Amount | capital | loss | deficit | (deficit) | |||||||||||||||||||
| Balance, October 31, 2022 | 15,518,018 | $ | 65,589,293 | $ | 6,340,101 | $ | (138,684 | ) | $ | (61,456,378 | ) | $ | 10,334,332 | |||||||||||
| Issuance of options | - | - | 266,844 | - | - | 266,844 | ||||||||||||||||||
| Loss for the period | - | - | - | - | (11,881,762 | ) | (11,881,762 | ) | ||||||||||||||||
| Balance, January 31, 2023 | 15,518,018 | $ | 65,589,293 | $ | 6,606,945 | $ | (138,684 | ) | $ | (73,338,140 | ) | $ | (1,280,586 | ) | ||||||||||
| Share capital | Additional paid in | Accumulated other comprehensive | Accumulated | Total shareholders’ | ||||||||||||||||||||
| Number | Amount | capital | loss | deficit | Equity | |||||||||||||||||||
| Balance, July 31, 2021 | 15,269,583 | $ | 54,774,172 | $ | 2,178,130 | $ | (138,684 | ) | $ | (29,141,897 | ) | $ | 27,671,721 | |||||||||||
| Exercise of warrants | 100,829 | 927,407 | - | - | - | 927,407 | ||||||||||||||||||
| Issuance of options | - | - | 518,134 | - | - | 518,134 | ||||||||||||||||||
| Loss for the period | - | - | - | - | (27,533,485 | ) | (27,533,485 | ) | ||||||||||||||||
| Balance, October 31, 2021 | 15,370,412 | $ | 55,701,579 | $ | 2,696,264 | $ | (138,684 | ) | $ | (56,675,382 | ) | $ | 1,583,777 | |||||||||||
| Share capital | Additional paid in | Accumulated other comprehensive | Accumulated | Total equity | ||||||||||||||||||||
| Number | Amount | capital | loss | deficit | (deficit) | |||||||||||||||||||
| Balance, July 31, 2022 | 15,518,018 | $ | 65,589,293 | $ | 5,228,160 | $ | (138,684 | ) | $ | (60,349,837 | ) | $ | 10,328,932 | |||||||||||
| Balance | 15,518,018 | $ | 65,589,293 | $ | 5,228,160 | $ | (138,684 | ) | $ | (60,349,837 | ) | $ | 10,328,932 | |||||||||||
| Issuance of options | - | - | 1,378,785 | - | - | 1,378,785 | ||||||||||||||||||
| Loss for the period | - | - | - | - | (12,988,303 | ) | (12,988,303 | ) | ||||||||||||||||
| Income (loss) for the period | - | - | - | - | (12,988,303 | ) | (12,988,303 | ) | ||||||||||||||||
| Balance, January 31, 2023 | 15,518,018 | $ | 65,589,293 | $ | 6,606,945 | $ | (138,684 | ) | $ | (73,338,140 | ) | $ | (1,280,586 | ) | ||||||||||
| Balance | 15,518,018 | $ | 65,589,293 | $ | 6,606,945 | $ | (138,684 | ) | $ | (73,338,140 | ) | $ | (1,280,586 | ) | ||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 5 |
BRIACELL THERAPEUTICS CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2024
(Unaudited)
| 2024 | 2023 | |||||||||||||||
| Three months ended October 31, | Six months ended January 31, | |||||||||||||||
| 2022 | 2021 | 2024 | 2023 | |||||||||||||
| Cash flow from operating activities | ||||||||||||||||
| Net loss | $ | (1,106,541 | ) | $ | (27,533,485 | ) | $ | (5,375,038 | ) | $ | (12,988,303 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
| Depreciation and amortization | 3,818 | 3,817 | 7,637 | 7,635 | ||||||||||||
| Share-based compensation | 1,111,941 | 518,134 | 1,033,971 | 1,378,785 | ||||||||||||
| Interest expense | - | 979 | ||||||||||||||
| Share of loss on equity investment | 18,345 | - | ||||||||||||||
| Change in fair value of warrants | (4,117,790 | ) | 25,254,036 | (12,714,331 | ) | 3,511,712 | ||||||||||
| Changes in assets and liabilities: | ||||||||||||||||
| Increase in amounts receivable | (5,595 | ) | (6,755 | ) | (11,272 | ) | 15,175 | |||||||||
| Decrease in prepaid expenses | 538,822 | 110,105 | (88,744 | ) | 851,548 | |||||||||||
| Increase in accounts payable | 328,468 | 29,334 | ||||||||||||||
| Increase in trade payable | 2,587,716 | 119,171 | ||||||||||||||
| Decrease in accrued expenses and other payables | (295,505 | ) | (154,763 | ) | (464,848 | ) | (389,845 | ) | ||||||||
| Total cash flow from operating activities | (3,542,382 | ) | (1,778,599 | ) | (15,006,564 | ) | (7,494,122 | ) | ||||||||
| Cash flows from investing activities | ||||||||||||||||
| Equity Investment in BC Therapeutics (*) | - | - | ||||||||||||||
| Total cash flow from investing activities | - | - | ||||||||||||||
| Cash flows from financing activities | ||||||||||||||||
| Share and warrant buyback program | (47,294 | ) | - | - | (47,294 | ) | ||||||||||
| Total cash flow from financing activities | (47,294 | ) | - | - | (47,294 | ) | ||||||||||
| Decrease in cash and cash equivalents | (3,589,676 | ) | (1,778,599 | ) | (15,006,564 | ) | (7,541,416 | ) | ||||||||
| Cash and cash equivalents at beginning of the period | 41,041,652 | 57,268,685 | 21,251,092 | 41,041,652 | ||||||||||||
| Cash and cash equivalents at end of the period | $ | 37,451,976 | $ | 55,490,086 | $ | 6,244,528 | $ | 33,500,236 | ||||||||
| (*) | $125,000 of this amount was loaned to BC Therapeutics during the year ended July 31, 2023 and an additional $175,000 was loaned to BC Therapeutics between August 1, 2023 and December 20, 2023. The total amount ($300,000) was converted into an investment). |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
BriaCell Therapeutics Corp
BRIACELL THERAPEUTICS CORP.Notes to the Condensed Consolidated Financial Statements
Notes to financial statements(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE 1: GENERAL AND GOING CONCERN
| a. | BriaCell Therapeutics Corp. (“BriaCell” or the “Company”) was incorporated under the Business Corporations Act (British Columbia) on July 26, 2006 and is listed on the Toronto Stock Exchange (“TSX”) under the symbol “BCT” and on the Nasdaq Capital Market (“NASDAQ”) under the symbols “BCTX” and “BCTXW”. |
| b. | BriaCell Therapeutics Corporation. (the “Company”), is an immuno-oncology biotechnology company. |
| c. | Basis of presentation of the financial statements: |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 108 of Regulation S-X promulgated by the U.S Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting of a normal recurring nature which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report for the year ended July 31, 20222023, filed with the SEC on October 28, 2022.25, 2023. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.
Prior to 2021, the Company prepared its financial statements, including its condensed financial statements, in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), as permitted in the United States based on the Company’s qualification as a “foreign private issuer” under the rules and regulations of the SEC. In connection with the loss of the Company’s status as a foreign private issuer effective on August 1, 2022, the Company, as a domestic filer, prepares its consolidated financial statements in accordance with U.S. GAAP, and restated its condensed consolidated financial statements as of October 31, 2021 to be prepared in accordance with U.S. GAAP.
| d. | The Company continues to devote substantially all of its efforts toward research and development activities. In the course of such activities, the Company has sustained operating losses and expects such losses to continue in the foreseeable future. The Company’s accumulated deficit as of |
| 7 |
BriaCell Therapeutics Corp
Notes to the Condensed Consolidated Financial Statements
(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE 1: GENERAL AND GOING CONCERN (Cont.)
| e. | The Company has two wholly-owned U.S. subsidiaries: (i) BriaCell Therapeutics Corp. (“BTC”), which was incorporated in April 3, 2014, under the laws of the state of Delaware. (ii) BTC has a wholly-owned subsidiary, Sapientia Pharmaceuticals, Inc. (“Sapientia”), which was incorporated in September 20, 2012, under the laws of the state of Delaware. The Company also has one Canadian subsidiary: BriaPro Therapeutics Corp, (“BriaPro”) which was incorporated on May 15, 2023, was incorporated under the Business Corporations Act (British Columbia). As of July 31, 2023, BriaPro was a wholly-owned subsidiary. |
| f. | On August 31, 2023, the Company closed a plan of arrangement spinout transaction (the “Arrangement”) pursuant to which certain pipeline assets of the Company, including Bria-TILsRx™ and protein kinase C delta (PKCδ) inhibitors for multiple indications including cancer (the “BriaPro Assets”), were spun-out to BriaPro Therapeutics Corp. (“BriaPro”), resulting in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell shareholders (“BriaCell Shareholders”). |
Pursuant to the terms of the Arrangement, BriaPro has acquired the entire right and interest in and to the BriaPro Assets in consideration for the issuance by BriaPro to the Company of BriaPro common shares. Under the terms of the Arrangement, for each BriaCell share held immediately prior to closing, BriaCell Shareholders receive one (1) common share of BriaPro, and one (1) new common share of BriaCell (retiring their old share) having the same terms and characteristics as the existing BriaCell common shares. The Company will remain listed on the NASDAQ Stock Market and Toronto Stock Exchange, and BriaPro is an unlisted reporting issuer in Canada.
Immediately following the closing of the Arrangement, the Company controls 2/3rd of the BriaPro common shares representing approximately 66.6% of the issued and outstanding common shares of BriaPro.
As a result of the Arrangement, there are BriaPro common shares issued and outstanding. The Company now beneficially owns or controls approximately BriaPro common shares, representing 2/3rd of the issued and outstanding BriaPro common shares.
Pursuant to the Arrangement, each BriaCell warrant shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof, one BriaCell Share and one BriaPro Share for the original exercise price.
Upon the exercise of BriaCell Warrants, BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount for each one (1) BriaPro Share so issued that is equal to the exercise price under the BriaCell Warrant multiplied by the fair market value of one (1) BriaPro Share at the Effective Date divided by the total fair market value of one (1) BriaCell Share and one (1) BriaPro Share at the Effective Date (“BriaPro Warrant Shares”).
Pursuant to the Arrangement, all Briacell option holders received the same amount of BriaPro options (“BriaPro Option”) and under the BriaPro incentive plan. The exercise price of the BriaCell options was apportioned between the BriaCell options and the BriaPro options, as follows:
Each one (1) BriaPro Option to acquire one (1) Share shall have an exercise price equal to the product obtained by multiplying the original exercise price of the BriaCell Option by the quotient obtained by dividing (A) the fair market value of a BriaPro Share at the Effective Date by (B) the aggregate fair market value of a BriaCell Share and a BriaPro Share at the Effective Date.
Pursuant to the Arrangement, all BriaCell Restricted Shares Units (“RSU”) holders received the same amount of BriaPro RSU’s under the BriaPro incentive plan.
Transition Services Agreement
On August 31, 2023, the Company and BriaPro executed a transition services agreement (the “Agreement”), pursuant to which BriaCell will provide certain research and development and head office services (the “Services”) to BriaPro for a fixed monthly fee of $20,000.
Briacell and BriaPro acknowledged the transitional nature of the Services and accordingly, as promptly as practicable, BriaPro agreed to use commercially reasonable efforts to transition each Service to its own internal organization or to obtain alternate third party providers to provide the Services.
In accordance with US GAAP’s Accounting Standards Codification 505 “Equity”, the Arrangement was determined to be a spinoff of nonmonetary assets which did not constitute a business. However, since the assets were transferred to an entity under the Company’s control, the assets is being recorded on the Company’s basis (carry value) and not at fair market value.
| 8 |
BriaCell Therapeutics Corp
Notes to the Condensed Consolidated Financial Statements
(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE 2:SIGNIFICANT ACCOUNTING POLICIES
a.Use of estimates:
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.
b.Equity method investments:
Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s share of losses reported in loss from equity method investments on the statements of loss and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within interest in equity investees on the statements of financial position.
c. Recently issued and adopted accounting standards:
As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. The pronouncements below relate to standards that impact the Company.
| 1. | In |
BriaCell Therapeutics Corp
Notes to the Condensed Consolidated Financial Statements
(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| 2. | In July 2023, the FASB issued 2023-03 — Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022, EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock (SEC Update). The adoption of this standard did not result in amended disclosures in the Company’s Condensed Consolidated Financial Statements, nor did this standard have a material impact the Company’s results of operations. |
NOTE 3: INVESTMENT IN BC THERAPEUTICS INC.
On December 21, 2021, the Company and BC Therapeutics, Inc. (“BC Therapeutics” or “the Investee”) entered a share purchase agreement (“SPA”), pursuant to which the Company invested $ at $ per BC Therapeutics share for a % interest in the Investee. Pursuant to the SPA, Briacell also received two options to invest an additional $ per option at $ per BC Therapeutics share. The first option expires on February 15, 2024 and the second option expires on June 30, 2024 (“BC Therapeutics Options”). In accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued at $ in accordance with the Black Scholes Option Price Model, using the following assumptions: Share price: $, Exercise price: $, Dividend yield: %, Risk free interest rate: $%, Volatility: %.
Subsequent to January 31, 2024, the Company exercised the first option on February 1, 2024 and now holds % of BC Therapeutics.
BC Therapeutics has a board of four representatives, with two representatives appointed by BriaCell and two representatives appointed by the existing shareholders. All significant decisions related to BC Therapeutics require the approval of at least a majority of the board members.
Changes in the Company’s Investment in BC Therapeutics is summarized as follows:
SCHEDULE OF CHANGES IN INVESTMENT
| Balance – August 1, 2023 | $ | - | ||
| Funding (including the value of the BC Therapeutics Options) | 300,000 | |||
| Share of losses: | ||||
| Operating expenses | (18,345 | ) | ||
| Balance – January 1, 2024 | $ | 281,655 |
The following amounts represent the Company’s % share of the assets and liabilities of BC Therapeutics:
SCHEDULE OF ASSETS AND LIABILITIES OF BC THERAPEUTICS
As of January 31, 2024 | ||||
| Current assets: Cash | $ | 4,196 | ||
| Net assets | $ | 4,196 | ||
NOTE 3:4: CONTINGENT LIABILITIES AND COMMITMENTS
| a. |
On May 19, 2021, Alpha Capital Anstalt (“Alpha”) filed a lawsuitAs detailed in note 1(f), upon the New York State Supreme Court, Commercial Division, New York County againstexercise of BriaCell Therapeutics Corp. (“BriaCell”), alleging thatWarrants, BriaCell breached a loan contract when it refusedshall, as agent for BriaPro, collect and pay to reprice and extend the termBriaPro an amount of warrants purported held by Alpha in spring 2021, seeking monetary and injunctive relief for delivery of those amended warrants. Counterclaiming and defending against Alpha’s complaint, BriaCell alleges that Alpha’s loanup to BriaCell is unenforceable both because the loan is criminally usurious under New York law and because Alpha acted as an unregistered securities dealer in violation of American securities law. BriaCell also has alleged that Canadian securities law, regulation, and rules prohibited it from amending the warrants to comply with Alpha’s spring 2021 demands. On May 11, 2022, Alpha moved to dismiss BriaCell’s operative Amended Counterclaim. The parties have fully briefed that motion, and the Court has calendared oral argument on that motion for February 7, 2023. Expert discovery is ongoing and may affect the value of the parties’ respective claims and damages.$241,164
The Company disagrees with Alpha’s claims, is defending these claims, and has filed a counter claim. At this time, whilst it is impossible to provide any guarantee as to the outcome of the lawsuit, it is the Company’s assessment, based on advice from the Company’s legal counsel at this time, and based on the information known by the Company, that it’s more likely than not that BriaCell will not have to pay Alpha in the litigation..
| b. | Lease |
The Company is currently onin a month-to-month lease arrangement12-month commitment (ending August 31, 2024) for office and lab space in Philadelphia, PA, incosting the amount ofcompany approximately $16,00036,000 per month.
| 10 |
BriaCell Therapeutics Corp
Notes to the Condensed Consolidated Financial Statements
(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE 4:5: FAIR VALUE MEASUREMENTS
The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of OctoberJanuary 31, 20222024, and July 31, 2022:2023:
SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS
| Fair Value Measurements at | Fair Value Measurements at | |||||||||||||||||||||||||||||||||||||||||||||||
| October 31, 2022 | July 31, 2022 | January 31, 2024 | July 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | |||||||||||||||||||||||||||||||||||||
| Financial Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | 37,451,976 | - | 37,451,976 | 41,041,652 | - | 41,041,652 | 6,244,528 | - | 6,244,528 | 21,251,092 | - | 21,251,092 | ||||||||||||||||||||||||||||||||||||
| Total assets measured at fair value | $ | 37,451,976 | $ | - | $ | 37,451,976 | $ | 41,041,652 | $ | - | $ | 41,041,652 | $ | 6,244,528 | $ | - | $ | 6,244,528 | $ | 21,251,092 | $ | - | $ | 21,251,092 | ||||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants liability | 10,794,992 | 16,346,946 | 27,141,938 | 11,151,608 | 20,155,414 | 31,307,022 | 6,936,320 | 9,687,857 | 16,624,177 | 9,742,023 | 19,397,278 | 29,139,301 | ||||||||||||||||||||||||||||||||||||
| Total liabilities measured at fair value | $ | 10,794,992 | $ | 16,346,946 | $ | 27,141,938 | $ | 11,151,608 | $ | 20,155,414 | $ | 31,307,022 | $ | 6,936,320 | $ | 9,687,857 | $ | 16,624,177 | $ | 9,742,023 | $ | 19,397,278 | $ | 29,139,301 | ||||||||||||||||||||||||
We classify our
The Company classifies its cash and cash equivalents and the liability in respect of publicly traded warrants within Level 1 because we use quoted market prices in active markets.
The fair value of the warrant liability for non-public warrants is measured using inputs other than quoted prices included in Level 1 that are observable for the liability either directly or indirectly, and thus are classified as Level 2 financial instruments.
BriaCell Therapeutics Corp
Notes to the Condensed Consolidated Financial Statements
(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE 5:6: SHAREHOLDERS’ EQUITY
a. Authorized share capital
The authorized share capital consists of an number of common shares with par value.
b. Issued share capital
shares were issued during the three-monthsix-month period ended OctoberJanuary 31, 2022.2024.
c. Share Purchase Warrants
| (i) | There were no changes in share purchase warrants for the six-month period ended January 31, 2024 as presented below: |
Number of warrants outstanding | Weighted average exercise price | |||||||
| Balance, July 31, 2023 and January 31, 2024 | $ | |||||||
| (ii) | As of January 31, 2024, warrants outstanding were as follows: |
Number of Warrants | Exercise Price(*) | Exercisable At January 31, 2024 | Expiry Date | |||||||||
| 51,698 | $ | 3.91 | 51,698 | |||||||||
| 3,896,809 | $ | 5.31 | 3,896,809 | – | ||||||||
| 4,173,143 | $ | 6.19 | 4,173,143 | |||||||||
| 8,121,650 | 8,121,650 | |||||||||||
| (*) | See note 4(a). |
BriaCell Therapeutics Corp
Notes to the Condensed Consolidated Financial Statements
(Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE 6: SHAREHOLDERS’ EQUITY (Cont.) d. Compensation Warrants
SCHEDULE OF WARRANTS OUTSTANDING
SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS
BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)
SCHEDULE OF
The key inputs used in the valuation of the SCHEDULE OF VALUATION OF
BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE 7: SHARE-BASED COMPENSATION (Cont.)
SUMMARY OF RESTRICTED STOCK UNITS GRANTED
BriaCell Therapeutics Corp Notes to the Condensed Consolidated Financial Statements (Unaudited, expressed in US Dollars, except share and per share data and unless otherwise indicated) NOTE 7: SHARE-BASED COMPENSATION (Cont.)
NOTE 8: FINANCIAL INCOME (EXPENSES), NET SCHEDULE OF FINANCIAL INCOME (EXPENSES), NET
NOTE
The Company evaluated the possibility of subsequent events existing in the Company’s unaudited condensed consolidated financial statements through
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “our,” “us” or “we” refer to BriaCell Therapeutics Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Introduction
This Management’s Discussion and Analysis (“MD&A”) should be read together with other information, including our unaudited condensed interim consolidated financial statements and the related notes to those statements included in Part I, Item 1 of this Quarterly Report (the “Condensed Consolidated Financial Statements”), our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended July 31,
We prepare and report our unaudited Condensed Consolidated Financial Statements in accordance with U.S. GAAP. Our unaudited Condensed Consolidated Financial Statements, and the financial information contained herein, are reported in U.S Dollars.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Overview BriaCell Therapeutics Corp. (the
Recent Developments
On August
BriaPro common shares. Under the terms of the
As noted above, immediately following the closing of the Arrangement, the Company
On October
Cancer. The study
Results of Operations for the Three Months Ended
Research and Development Costs
Research costs are comprised primarily of (i) The following is a breakdown of our research and development costs by project:
Our clinical trial expenses include the extra costs for our immunotherapy program, Bria-IMT™, Phase I/IIa clinical trial. Clinical trial expenses increased in 2024 as patients stayed in the trial for a longer period of time (i.e. a longer than expected overall survival). Additionally, our costs increased significantly compared with the same period in 2023 for much higher set up costs for the pivotal Phase 3 study of Bria-IMT™ combination regimen with Retifanlimab in advanced breast cancer, and additional expenses in preparation for the upcoming clinical studies of Bria-OTS™. Pre-clinical projects include expenses incurred in our off-the-shelf personalized immunotherapies, including Bria-OTS+™, and Bria-PROS™. Our pre-clinical costs have increased in 2024 as we hired more staff to accelerate our existing pre-clinical program and added an additional pre-clinical program (sCD80). Other costs are ancillary expenses we incur such as costs to maintain our patents, investigation of early-stage projects, scientific advisory board expenses, contracts with vendors for pre-clinical work, and administration costs associated with all our research and development expenditure. Other costs increased in 2024 as we investigated additional potential pre-clinical projects. The following is a breakdown of our research and development costs by nature of expenses:
For the three-month period ended January 31, 2024, total research costs amounted to $8,257,455 as compared to $3,053,357 for the three-month period ended January 31, 2023. The rise in these costs is primarily attributed to the continued expansion of the Company’s clinical trials, specifically our Bria-IMT™ trial. Clinical trials and investigational drug costs increased from $1,288,577 in 2023 to $6,200,980 in 2024. Laboratory costs increase during 2024 as well, including the hiring of additional lab employees which increased from $1,282,441 in 2023 to $1,401,679 in 2024 and increased supplies from $207,061 in 2023 to $312,543 in 2024. Finally, the increase in share-based compensation (non-cash) expenses, from $225,091 in 2023 to $234,253 in 2024 also contributed to the increase in research and development expenses. General and Administrative Expenses For the three-month period ended January 31, 2024, general and administrative expenses amounted to $1,571,991 as compared to $1,432,966 for the three-month period ended January 31, 2023. The increase relates primarily to shareholder communication expenses and in share-based compensation (non-cash) expense, offset by a decrease in insurance expenses and professional fees. Financial income (expenses), net For the three-month period ended January 31, 2024, financial expense, net, amounted to $1,486,119 as compared to $7,395,439 for the three-month period ended January 31, 2023. The large difference is due to the change in value of the Company’s warrant liability which amounted to a loss of $1,567,746 in the three-month period ending January 31, 2024, and a loss of $7,629,502 in the three-month period ending January 31, 2023. Loss for the period The Company reported a loss for the three-month period ended January 31, 2024, of $11,294,603, as compared to a loss of $11,881,762 for the three-month period ended January 31, 2023. The loss in 2024 is due to a significant increase in operational spending. The loss in the prior period is primarily due to the large increase in fair value of the warrant liability. Results of Operations for the Six Months Ended January 31, 2024 and 2023
Research and Development Costs Research costs are comprised primarily of (i) salaries and wages to Company employees at our laboratory; and (ii) Clinical trials and investigational drug costs, which include the testing and manufacture of our investigational drugs and costs of our clinical trials.
The following is a breakdown of our research and development costs by project:
Our clinical trial expenses include the extra costs for our immunotherapy program, Bria-IMT™, Phase I/IIa clinical trial. Clinical trial expenses increased in 2024 as patients stayed in the trial for a longer period of time (i.e. longer than expected overall survival). Additionally, our costs increased significantly compared with those in the same period in 2023 for much higher set up costs for the pivotal Phase 3 study of Bria-IMT™ combination regimen with Retifanlimab in advanced breast cancer, and additional expenses in preparation for the upcoming clinical studies of Bria-OTS™. Pre-clinical projects include expenses incurred in our off-the-shelf personalized immunotherapies, including Bria-OTS+™, and Bria-PROS™. Our pre-clinical costs have increased in 2023 as we hired more staff to accelerate our existing pre-clinical program and added an additional pre-clinical program (sCD80). CMC Costs include the manufacturing of Bria-IMT™ and Bria-OTS™. CMC Costs increased in 2024 to support the pivotal Phase 3 study, and the upcoming clinical studies of Bria-OTS™. Other costs are ancillary expenses we incur such as costs to maintain our patents, investigation of early-stage projects, scientific advisory board expenses, contracts with vendors for pre-clinical work, and administration costs associated with all our research and development expenditure. Other costs increased in 2024 as we investigated additional potential pre-clinical projects. The following is a breakdown of our research and development costs by nature of expenses:
For the six-month period
General and Administrative Expenses
For the six-month period ended
Financial income (expenses), net
For the six-month period
Loss for the period
The Company reported a loss for the period ended
Going Concern Uncertainty
The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future.
As of
The Company is planning to finance its research and developmental activities from its existing and future working capital resources and will continue to evaluate additional sources of capital and financing. The
Liquidity and Capital Resources
As of
As of
Historically, the Company has financed its operation through private and public placement of equity securities, as well as debt financing. The Company’s ability to fund its longer-term cash requirements is subject to multiple risks, many of which are beyond its control. The Company intends to raise additional capital, either through debt or equity financings in order to achieve its business plan objectives. Management believes that it can be successful in obtaining additional capital; however, there can be no assurance that the Company will be able to do so. There is no assurance that any funds raised will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail or cease its operations and implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be
During the six-month period ended
The Company’s net cash used in operating activities during the six-month period ended
Cash used in financing activities for the six-month period ended
Off-Balance Sheet Arrangements
None.
Tabular Disclosure of Contractual Obligations
None.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from the information provided in the MD&A section in our Annual Report.
New Accounting Policies Adopted
The Company did not adopt any new accounting policies during the six-month period ended
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company’s financial instruments consist of cash and cash equivalents,
Management understands that the Company is exposed to financial risk arising from fluctuations in foreign exchange rates and the degree of volatility of these rates as a portion of the Company’s transactions occur in Canadian Dollars (mainly costs relating to being a public company in Canada), and the Company’s functional and presentation currency is the US dollar. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management process. The overall objectives of the Board are to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility.
The type of risk exposure and the way in which such exposure is managed is as follows:
Credit
The Company has no significant concentration of credit risk arising from operations. Management believes that the credit risk concentration with respect to financial instruments is remote.
Liquidity Risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they come due. As of
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. The Company does not believe it is exposed to material interest rate risk as it has no interest-bearing debt.
Price risk
As the Company has no revenues, price risk is remote.
Exchange risk
The Company is exposed to foreign exchange risk as a portion of the Company’s transactions occur in Canadian Dollars (mainly costs relating to being a public company in Canada) and, therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its Canadian denominated
Fair Values
The carrying values of cash and cash equivalents,
Item 4. Controls and Procedures.
We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our principal executive officer and principal accounting and financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our principal executive officer and principal accounting and financial officer have concluded that as of
Changes in Internal Control over Financial Reporting
There have not been material changes in our internal control over financial reporting during the quarter ended
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 1A. Risk Factors.
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed in our Annual Report for the year ended July 31,
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. EXHIBIT INDEX
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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