What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-03-11 compared with 2020-09-08 · 438 added, 582 removed, 441 unchanged (70% of the section changed)

8 unchanged sentences

Total current assets

Property and equipment, net of accumulated depreciation of $95,015

Operating lease right-of-use asset

5 unchanged sentences

Total current liabilities

Operating lease liability, non-current

Total liabilities

Commitments and contingencies (Note 9)

2 unchanged sentences

19,860 shares authorized;

no shares issued or

no shares issued or outstanding

Series A convertible preferred stock, par value $100 per share;

140 shares authorized;

shares issued or outstanding

no shares issued or outstanding

Common stock, par value $.01 per share;

100,000,000 shares authorized;

23,653,754 and 20,331,754

shares issued and outstanding, respectively

26,179,122 and 24,248,695 shares issued and outstanding, respectively

Additional paid-in capital

10 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

Operating costs and expenses:

Patent assertion expenses

Amortization of patents

Research and development expenses (including non-cash share-based

compensation expenses of $394,842, $338,449, $1,250,497 and $2,567,294, respectively)

Inventor royalties, contingent legal fees, litigation and licensing expenses

Research and development expenses (including non-cash share-based compensation expenses of $290,207 and $397,523, respectively)

General and administrative expenses (including non-cash share-based compensation expenses of $695,892 and $623,811, respectively)

Impairment in carrying amount of patent asset

Total operating costs and expenses

Loss from operations

Other Expense

Interest income

3 unchanged sentences

$ (2,592,543 )

$ (7,794,320 )

$ (9,559,561 )

Net loss per common share attributable to common shareholders:

6 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’

EQUITY (UNAUDITED )

THE THREE MONTHS ENDED JULY 31, 2020

Shareholders’

Balance, April 30, 2020

$ 192,122,260

$ (187,049,899 )

Stock option compensation to employees and directors

Stock options issued to consultants

Common stock issued upon exercise of stock options

Common stock issued in at-the-market offering, net of offering expenses of $155,776

Balance, July 31, 2020

$ 197,993,060

$ (189,611,583 )

THE THREE MONTHS ENDED JULY 31, 2019

Shareholders’

Balance, April 30, 2019

$ 183,932,744

$ (177,589,742 )

Stock option compensation to employees and directors

Stock options and warrants issued to consultants

Common stock issued upon exercise of stock options

Common stock issued in at-the-market offering, net of offering expenses of $111,275

Balance, July 31, 2019

$ 185,326,706

$ (179,729,770 )

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

BIOSCIENCES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’

EQUITY (UNAUDITED )

THE NINE MONTHS ENDED JULY 31, 2020

THE THREE MONTHS ENDED JANUARY 31, 2021 (UNAUDITED )

Shareholders’

Balance, October 31, 2019

October 31, 2020

$ 200,354,488

$ (191,835,618 )

Stock option compensation to employees and directors

Stock options issued to consultants

Common stock issued upon exercise of stock options

Common stock issued pursuant to employee stock purchase plan

Common stock issued in at-the-market offering, net of offering expenses of $314,072

Balance, July 31, 2020

option compensation to employees and directors

options and warrants issued to consultants

stock issued upon exercise of stock options

stock issued in at-the-market offering, net of offering expenses of $184,510

January 31, 2021

$ 207,382,102

$ (194,043,909 )

THE NINE MONTHS ENDED JULY 31, 2019

THE THREE MONTHS ENDED JANUARY 31, 2020 (UNAUDITED )

Shareholders’

3 unchanged sentences

option compensation to employees and directors

options and warrants issued to consultants

options issued to consultants

stock issued upon exercise of stock options

stock award compensation to employee pursuant to stock incentive plan

stock issued pursuant to employee stock purchase plan

stock issued in at-the-market offering, net of offering expenses of $100,972

July 31, 2019

January 31, 2020

$ 189,646,000

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the nine months ended

For the three months ended

Cash flows from operating activities:

Reconciliation of net loss to net cash used in operating activities:

$ (2,232,377 )

$ (2,616,575 )

Stock option compensation to employees and directors

Stock options and warrants issued to consultants

Restricted stock award compensation to employee pursuant to

stock incentive plan

Depreciation of property and equipment

Loss on disposal of property and equipment

Amortization of operating lease right-of-use asset

Amortization of patents

Impairment in carrying amount of patent assets

Gain on sale of equipment

Amortization of operating lease right-to-use asset

Change in operating assets and liabilities:

8 unchanged sentences

Purchase of property and equipment

Net cash used in investing activities

Proceeds from sale of equipment

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Net proceeds from sale of common stock in at-the-market offering

Proceeds from sale of common stock pursuant to employee stock purchase

Proceeds from exercise of stock options

Net cash provided by financing activities

Net increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash investing and financing activities:

Operating lease right-of-use asset

Operating lease liability

Supplemental cash flow information:

Cash proceeds from interest income

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

2 unchanged sentences

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS AND FUNDING

used herein, “we,”

8 unchanged sentences

Our therapeutics programs include the development of a chimeric

endocrine receptor T-cell technology, a novel form of CAR-T technology, initially focused on treating ovarian cancer, and discovery

and ultimately development of anti-viral drug candidates for the treatment of COVID-19 focused on inhibiting certain viral protein

Our vaccine program consists of the development of a vaccine against triple negative breast cancer (“TNBC”),

the most lethal form of breast cancer.

hold an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by The Cleveland

Clinic Foundation (“Cleveland Clinic”) related to certain breast cancer vaccine technology developed at Cleveland

We are working in collaboration with Cleveland Clinic to develop a method to vaccinate women against contracting breast

cancer, focused specifically on TNBC, the most lethal form of the disease.

A specific protein, alpha-lactalbumin, has been identified

that is only present during lactation in healthy women, but reappears in many forms of breast cancer, especially TNBC.

have shown that vaccinating against this protein prevents breast cancer in mice.

We are working with researchers at Cleveland

Clinic to advance this vaccine toward human clinical testing, and we are in the process of manufacturing the vaccine and upon

completion we will be prepared to file an Investigational New Drug (“IND”) application with the U.S.

Food and Drug

Administration (“FDA”).

While we anticipate filing the IND during the third calendar quarter of 2020, we may experience

delays in the vaccine manufacturing and characterization process due to the global coronavirus pandemic.

We do not currently anticipate

any potential delays to significantly alter our expected timeline.

The IND application, after review and if approved by the FDA,

will enable us to begin testing our vaccine in human subjects.

endocrine receptor T-cell technology, a novel form of chimeric antigen receptor T-cell (“CAR-T”) technology, initially

focused on treating ovarian cancer, and discovery and ultimately development of anti-viral drug candidates for the treatment of

COVID-19 focused on inhibiting certain protein functions of the virus.

Our vaccine programs include the development of a vaccine

against breast cancer, specifically triple negative breast cancer (“TNBC”), the most lethal form of the disease, and

a vaccine against ovarian cancer.

subsidiary, Certainty Therapeutics, Inc.

4 unchanged sentences

for ovarian cancer, but we may also pursue applications of the technology for the development of treatments for additional solid

The license agreement requires Certainty to make certain cash and equity payments to Wistar.

With respect to Certainty’s

equity obligations to Wistar, Certainty issued to Wistar shares of its common stock equal to five percent (5%) of the common stock

of Certainty.

in collaboration with the H.

The license agreement requires Certainty to make certain cash and equity payments to Wistar upon achievement of specific

development milestones.

With respect to Certainty’s equity obligations to Wistar, Certainty issued to Wistar shares of its

common stock equal to five percent (5%) of the common stock of Certainty.

Certainty, in collaboration

Lee Moffitt Cancer Center and Research Institute, Inc.

(“Moffitt”), is advancing toward

human clinical testing its CAR-T technology for treating ovarian cancer.

Clinical grade materials are currently being manufactured

and upon completion will undergo extensive testing.

Once the materials have been successfully tested, we will be prepared to submit

an IND application with the FDA.

While we anticipate filing the IND by the end of calendar 2020, we may experience delays in completing

the manufacturing and testing of clinical materials due to the global coronavirus pandemic.

We do not currently anticipate any

potential delays to significantly alter our expected timeline.

The IND application, after review and approval by the FDA, will

enable us to begin testing our therapy in ovarian cancer patients.

April 2020, in collaboration with OntoChem GmbH (“OntoChem”), we commenced a project to discover and ultimately develop

anti-viral drug candidates against COVID-19.

Through this collaboration, we are utilizing advanced computational methods, machine

learning, and molecular modeling techniques to perform in silico screening of over 1.2 billion compounds in chemical libraries

(including publicly available compounds and OntoChem’s proprietary libraries) to evaluate if any of these compounds could

disrupt one of two key enzymes of SARS-CoV-2, the virus that causes the disease COVID-19.

the screening process is ongoing and we anticipate discovering additional drug candidates, we have identified four compounds that

could disrupt the function of a viral enzyme called an endoribonuclease, known as Non-Structural Protein-15 (“NSP-15”),

and 27 compounds that target the main protease (“M pro ”) of the virus.

Our in silico molecular modeling

indicates that any of the NSP-15 or M pro inhibitors might disrupt the virus’

ability to replicate in humans.

The NSP-15 compounds have been synthesized and are in the process of being tested in biological assays.

We are currently evaluating

which of the M pro compounds to synthesize for biological testing.

The in vitro biological assays of the NSP-15

compounds are ongoing, and if the biological activity of any of these compounds is verified, they will be tested in animal studies

to further evaluate their candidacy as COVID-19 therapeutics.

July 2, 2020, we implemented a strategic realignment of our business and redirected resources to exclusively focus on the development

of therapeutics and vaccines.

Accordingly, we suspended operations of our subsidiary, Anixa Diagnostics Corporation, and the development

of the Cchek™

artificial intelligence driven platform of non-invasive blood tests for the early detection of cancer.

the next several quarters, we expect the development of our breast cancer vaccine, our COVID-19 therapeutic discovery program

(“Moffitt”), is advancing toward human clinical

testing its CAR-T technology for treating ovarian cancer.

We are currently testing the clinical grade vector and preparing an

Investigational New Drug (“IND”) application for submission to the U.S.

Food and Drug Administration (“FDA”).

We anticipate filing the IND in the first calendar quarter of 2021.

Assuming the FDA approves our IND application, we anticipate

beginning the human clinical trials during the second half of 2021.

In April 2020, we entered

into a collaboration with OntoChem GmbH (“OntoChem”), to discover and ultimately develop anti-viral drug candidates

against COVID-19.

Through this collaboration, we utilized advanced computational methods, machine learning, and molecular modeling

techniques to perform in silico screening of over 1.2 billion compounds in chemical libraries (including publicly available

compounds and OntoChem’s proprietary libraries) to evaluate if any of these compounds could disrupt one of two key enzymes

of SARS-CoV-2, the virus that causes the disease COVID-19.

The screening process

resulted in the identification of multiple compounds that could potentially disrupt critical enzymes of the virus.

these compounds were synthesized and tested in in vitro biological assays.

Upon completion of these biological assays,

we identified two of the most promising compounds and have begun testing them in animal models.

In these animal studies, the

two compounds are being compared to Remdesivir, which is the only anti-viral drug authorized by the FDA for

We anticipate this proof-of-concept animal study to be completed by the end of the first calendar quarter of 2021.

hold an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by The Cleveland

Clinic Foundation (“Cleveland Clinic”) relating to certain breast cancer vaccine technology developed at Cleveland

We are working in collaboration with Cleveland Clinic to develop a method to vaccinate women against contracting breast

cancer, focused specifically on TNBC.

A specific protein, alpha-lactalbumin, has been identified that is only present during lactation

in healthy women, but reappears in many forms of breast cancer, especially TNBC.

Studies have shown that vaccinating against this

protein prevents breast cancer in mice.

In December 2020, we received authorization from the FDA to commence enrollment and treatment

of patients in a Phase 1a clinical trial.

We are performing the activities necessary to prepare for treatment of patients in the

Phase 1a clinical trial, and we anticipate being prepared to treat the first enrolled patient by mid-year 2021.

November 2020, we executed a license agreement with Cleveland Clinic pursuant to which the Company was granted an exclusive worldwide,

royalty-bearing license to use certain intellectual property owned or controlled by Cleveland Clinic relating to certain ovarian

cancer vaccine technology.

This technology pertains to the use of vaccines for the treatment or prevention of ovarian cancers

which express the anti-Mullerian hormone receptor II protein containing an extracellular domain (“AMHR2-ED”).

tissue, this protein regulates growth and development of egg-containing follicles in the ovary.

While expression of AMHR2-ED naturally

and markedly declines after menopause, this protein is expressed at high levels in the ovaries of postmenopausal women with ovarian

Researchers at Cleveland Clinic believe that a vaccine targeting AMHR2-ED could prevent the occurrence of ovarian cancer.

We entered into a joint development agreement with Cleveland Clinic, to advance this vaccine technology toward human clinical

the next several quarters, we expect the development of our breast and ovarian cancer vaccines, our COVID-19 therapeutic program

and Certainty’s CAR-T technology to be the primary focus of the Company.

1 unchanged sentence

engaged in limited patent licensing activities regarding the Cchek™

liquid biopsy platform, as well as in the area of encrypted

audio/video conference calling.

We do not expect these activities to be a significant part of the Company’s ongoing operations

nor do we expect these activities to require material financial resources or attention of senior management.

liquid biopsy platform (operations for which were suspended

in July 2020), as well as in the area of encrypted audio/video conference calling.

We do not expect these activities to be a significant

part of the Company’s ongoing operations nor do we expect these activities to require material financial resources or attention

of senior management.

the past several years, our revenue was derived from technology licensing and the sale of patented technologies, including revenue

3 unchanged sentences

emerging technologies.

We do not expect to begin generating revenue with respect to any of our current therapy or vaccine programs

in the near term.

We hope to achieve a profitable outcome by eventually licensing our technologies to large pharmaceutical companies

that have the resources and infrastructure in place to manufacture, market and sell our technologies as therapeutics or vaccines.

The eventual licensing of any of our technologies may take several years, if it is to occur at all, and may depend on positive

results from human clinical trials.

and Management’s Plans

on currently available information as of September 8, 2020, we believe that our existing cash, cash equivalents, short-term investments

on currently available information as of March 11, 2021, we believe that our existing cash, cash equivalents, short-term investments

and expected cash flows will be sufficient to fund our activities for the next twelve months.

7 unchanged sentences

we may be required to obtain more working capital.

During the nine months ended July 31, 2020, we raised an aggregate of approximately

$7,866,000, net of expenses, through the sale of 3,261,282 shares of common stock in our at-the-market equity offerings.

included approximately $427,000, net of expenses, through the sale of 112,238 shares of common stock in an at-the market equity

offering which expired in November 2019 and approximately $7,439,000, net of expenses, through the sale of 3,149,044 shares of

common stock in an at-the-market equity offering under which we may issue up to $50 million of common stock.

Under our current

at-the-market equity program which is currently effective and may remain available for us to use in the future, we may sell an

additional approximately $42,260,000 of common stock.

We may seek to obtain working capital during our fiscal year 2020 or thereafter

through sales of our equity securities or through bank credit facilities or public or private debt from various financial institutions

where possible.

We cannot be certain that additional funding will be available on acceptable terms, or at all.

If we do identify

sources for additional funding, the sale of additional equity securities or convertible debt could result in dilution to our stockholders.

We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain

future operations, or that other sources of funding, such as sales of equity or debt, would be available or would be approved

by our security holders, if needed, on favorable terms or at all.

If we fail to obtain additional working capital as and when

needed, such failure could have a material adverse impact on our business, results of operations and financial condition.

such lack of funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us

to reduce operating expenses, which would significantly harm the business and development of operations.

During the three months ended January 31, 2021, we raised approximately $5,957,000,

net of expenses, through an at-the-market equity offering of 1,900,547 shares of common stock, under which offering we may issue

up to $50 million of common stock.

Under our at-the-market equity program which is currently effective and may remain available

for us to use in the future, as of January 31, 2021, we may sell an additional approximately $34,670,000 of common stock.

seek to obtain working capital during our fiscal year 2021 or thereafter through sales of our equity securities or through bank

credit facilities or public or private debt from various financial institutions where possible.

We cannot be certain that additional

funding will be available on acceptable terms, or at all.

If we do identify sources for additional funding, the sale of additional

equity securities or convertible debt could result in dilution to our stockholders.

We can give no assurance that we will generate

sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources

of funding, such as sales of equity or debt, would be available or would be approved by our security holders, if needed, on favorable

terms or at all.

If we fail to obtain additional working capital as and when needed, such failure could have a material adverse

impact on our business, results of operations and financial condition.

Furthermore, such lack of funds may inhibit our ability

to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which would

significantly harm the business and development of operations.

of Presentation

11 unchanged sentences

consolidated financial statements include all adjustments of a normal recurring nature which, in the opinion of management, are

necessary for a fair statement of our financial position as of July 31, 2020, and results of operations and cash flows for the

interim periods represented.

The results of operations for the nine months ended July 31, 2020 are not necessarily indicative

necessary for a fair statement of our financial position as of January 31, 2021, and results of operations and cash flows for

the interim periods represented.

The results of operations for the three months ended January 31, 2021 are not necessarily indicative

of the results to be expected for the entire year.

Noncontrolling Interest

Noncontrolling

interest represents Wistar’s equity ownership in Certainty and is presented as a component of equity.

The following table

sets forth the changes in noncontrolling interest for the nine months ended July 31, 2020:

sets forth the changes in noncontrolling interest for the three months ended January 31, 2021:

Balance, October 31, 2020

Net loss attributable to noncontrolling interest

Balance, July 31, 2020

fiscal 2016 our revenue has been derived solely from technology licensing and the sale of patented technologies.

Revenue is recognized

upon transfer of control of intellectual property rights and satisfaction of other contractual performance obligations to licensees

in an amount that reflects the consideration we expect to receive.

November 1, 2018 we adopted Accounting Standards Update 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers

using the modified retrospective method.

Upon adoption of ASU 2014-09 we were required to make certain judgments and estimates

in connection with the accounting for revenue.

Such areas may include determining the existence of a contract and identifying

each party’s rights and obligations to transfer goods and services, identifying the performance obligations in the contract,

determining the transaction price and allocating the transaction price to separate performance obligations, estimating the timing

of satisfaction of performance obligations, determining whether a promise to grant a license is distinct from other promised goods

or services and evaluating whether a license transfers to a customer at a point in time or over time.

revenue arrangements provide for the payment of contractually determined, one-time, paid-up license fees in settlement of litigation

and in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the

Balance, January 31, 2021

revenue has been derived solely from technology licensing and the sale of patented technologies.

Revenue is recognized upon transfer

of control of intellectual property rights and satisfaction of other contractual performance obligations to licensees in an amount

that reflects the consideration we expect to receive.

follow the accounting guidance of Accounting Standards Codification 606 (“ASC 606”), Revenue from Contracts with Customers.

In accordance with ASC 606 we are required to make certain judgments and estimates in connection with the accounting for revenue.

Such areas may include determining the existence of a contract and identifying each party’s rights and obligations to transfer

goods and services, identifying the performance obligations in the contract, determining the transaction price and allocating

the transaction price to separate performance obligations, estimating the timing of satisfaction of performance obligations, determining

whether a promise to grant a license is distinct from other promised goods or services and evaluating whether a license transfers

to a customer at a point in time or over time.

revenue arrangements provide for the payment, within 30 days of execution of the agreement, of contractually determined, one-time,

paid-up license fees in settlement of litigation and in consideration for the grant of certain intellectual property rights for

patented technologies owned or controlled by the Company.

These arrangements typically include some combination of the following:

(i) the grant of a non-exclusive, retroactive

and future license to manufacture and/or sell products covered by patented technologies owned or controlled by the Company, (ii)

a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation.

In such instances, the intellectual property rights granted have been perpetual in nature, extending until the expiration of the

related patents.

Pursuant to the terms of these agreements, we have no further obligations with respect to the granted intellectual

property rights, including no obligation to maintain or upgrade the technology, or provide future support or services.

obtained control of the intellectual property rights they have acquired upon execution of the agreement.

Accordingly, the performance

obligations from these agreements were satisfied and 100% of the revenue was recognized upon the execution of the agreements.

The adoption of ASU 2014-09 had no impact on revenue recognized.

(i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies

owned or controlled by the Company, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv)

the dismissal of any pending litigation.

In such instances, the intellectual property rights granted have been perpetual in nature,

extending until the expiration of the related patents.

Pursuant to the terms of these agreements, we have no further obligations

with respect to the granted intellectual property rights, including no obligation to maintain or upgrade the technology, or provide

future support or services.

Licensees obtained control of the intellectual property rights they have acquired upon execution of

the agreement.

Accordingly, the performance obligations from these agreements were satisfied and 100% of the revenue was recognized

upon the execution of the agreements.

of revenues include the costs and expenses incurred in connection with our patent licensing and enforcement activities, including

inventor royalties paid to original patent owners, contingent legal fees paid to external counsel, other patent-related legal

expenses paid to external counsel, licensing and enforcement related research, consulting and other expenses paid to third-parties

and the amortization of patent-related investment costs.

These costs are included under the caption “Operating costs and

expenses”

in the accompanying condensed consolidated statements of operations.

expenses paid to external counsel and licensing and enforcement related research, consulting and other expenses paid to third-parties.

These costs are included under the caption “Operating costs and expenses”

in the accompanying condensed consolidated

statements of operations.

and Development Expenses

and development expenses, consisting primarily of employee compensation, payments to third parties for research and development

activities and other direct costs associated with developing a platform for non-invasive blood tests for early detection of cancer,

developing immuno-therapy drugs against cancer, development of our breast cancer vaccine and development of anti-viral drugs candidates

for COVID-19, are expensed in the consolidated financial statements in the period incurred.

BASED COMPENSATION

activities and other direct costs associated with developing immuno-therapy drugs against cancer, preventative cancer vaccines

and anti-viral drug candidates for COVID-19, are expensed in the accompanying condensed consolidated financial statements in the

period incurred.

STOCK BASED COMPENSATION

Company maintains stock equity incentive plans under which the Company grants incentive stock options, non-qualified stock options,

5 unchanged sentences

We recorded stock-based compensation expense related

to service-based stock options granted to employees and directors of approximately $3,016,000 and $2,433,000 during the nine months

ended July 31, 2020 and 2019, respectively, and approximately $997,000 and $784,000 during the three months ended July 31, 2020

and 2019, respectively.

to service-based stock options granted to employees and directors of approximately $875,000 and $964,000 during the three months

ended January 31, 2021 and 2020.

stock options granted to employees and directors that vest based on market conditions, such as the trading price of the Company’s

7 unchanged sentences

share for twenty consecutive trading days.

We recorded stock-based compensation expense related to market condition stock options

granted to employees of approximately $-0- and $376,000 during the nine months ended July 31, 2020 and 2019, respectively.

did not have any market condition stock-based compensation expense during the three months ended July 31, 2020 and 2019.

November 1, 2018 we adopted Accounting Standards Update 2018-07 (“ASU 2018-07”) for stock options granted to consultants.

Upon adoption of ASU 2018-07 we estimated the fair value of unvested service-based and performance-based stock options at the

date of adoption, using the Black-Scholes pricing model.

Subsequent to adoption of ASU 2018-07, future grants to consultants are

measured at the grant date, based on the fair value of the award using the Black-Scholes pricing model, consistent with our policy

for grants to employees and directors.

In prior periods, in accordance with US GAAP, we estimated the fair value of service-based

and performance-based stock options granted to consultants at each reporting period using the Black-Scholes pricing model.

recognize the fair value of stock options granted to consultants as consulting expense over the requisite or implied service period

of the grant.

We recorded stock-based consulting expense related to stock options granted to consultants of approximately $157,000

and $75,000 during the nine months ended July 31, 2020 and 2019, respectively, and approximately $45,000 and $25,000 during the

three months ended July 31, 2020 and 2019, respectively.

the nine months ended July 31, 2020, we had three stock option plans:

the Anixa Biosciences, Inc.

2003 Share Incentive Plan (the

“2003 Share Plan”), the Anixa Biosciences, Inc.

2010 Share Incentive Plan (the “2010 Share Plan”) and

We did not record any market condition stock-based compensation expense during the

three months ended January 31, 2021 and 2020.

compensation cost for service-based stock options granted to consultants is measured at the grant date, based on the fair value

of the award using the Black-Scholes pricing model, and is expensed on a straight-line basis over the requisite service period

(the vesting period of the stock option) which is one to three years.

We recorded stock-based consulting expense related to stock

options granted to consultants of approximately $54,000 and $57,000 during the three months ended January 31, 2021 and 2020, respectively.

the three months ended January 31, 2021, we had two stock option plans:

the Anixa Biosciences, Inc.

2018 Share Incentive Plan (the “2018 Share Plan”), which were adopted by our Board of

Directors on April 21, 2003, July 14, 2010 and January 25, 2018, respectively.

The 2018 Share Plan was approved by our shareholders

on March 29, 2018.

2010 Share Incentive Plan

(the “2010 Share Plan”) and the Anixa Biosciences, Inc.

2018 Share Incentive Plan (the “2018 Share Plan”),

which were adopted by our Board of Directors on July 14, 2010 and January 25, 2018, respectively.

The 2018 Share Plan was approved

by our shareholders on March 29, 2018.

the three months ended January 31, 2020, the remaining outstanding options under the Anixa Biosciences, Inc.

2003 Share Incentive

Plan (the “2003 Plan”) expired.

Option Activity

the nine months ended July 31, 2020 and 2019, we granted options to purchase 800,000 shares and 10,000 shares of common stock,

respectively, to employees and consultants, with exercise prices ranging from $3.64 to $4.04 per share, pursuant to the 2010 Share

Plan and the 2018 Share Plan.

During the nine months ended July 31, 2020 and 2019, stock options to purchase 51,100 and 40,000

shares of common stock, respectively, were exercised with aggregate proceeds of approximately $122,000 and $103,000, respectively.

2003 Share Plan provided for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards

and stock units to employees, directors and consultants.

In accordance with the provisions of the 2003 Share Plan, the plan terminated

with respect to the ability to grant future awards on April 21, 2013.

Information regarding the 2003 Share Plan for the nine months

ended July 31, 2020 is as follows:

the three months ended January 31, 2021 and 2020, we granted options to purchase 1,130,000 shares and 800,000 shares of common

stock, respectively, to employees and consultants, with exercise prices ranging from $2.83 to $4.04 per share, pursuant to the

2018 Share Plan.

During the three months ended January 31, 2021 and 2020, stock options to purchase 29,880 and 18,900 shares of

common stock, respectively, were exercised with aggregate proceeds of approximately $104,000 and $28,000, respectively.

2003 Plan provided for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards and

stock units to employees, directors and consultants.

In accordance with the provisions of the 2003 Plan, the plan terminated with

respect to the ability to grant future awards on April 21, 2013.

Information regarding the 2003 Plan for the three months ended

January 31, 2020 is as follows:

Average Exercise

Price Per Share

Aggregate Intrinsic

Options outstanding at October 31, 2019

Forfeited/Expired

Options outstanding and exercisable at July 31, 2020

regarding the 2003 Share Plan for the nine months ended July 31, 2019 is as follows:

Average Exercise

Price Per Share

Intrinsic Value

Options outstanding at October 31, 2018

Options outstanding and exercisable at July 31, 2019

following table summarizes information about stock options outstanding and exercisable under the 2003 Share Plan as of July 31,

Exercise Prices

Weighted Average Remaining

Contractual Life

Average Exercise

$0.67 - $17.00

Options outstanding and exercisable at January 31, 2020

2010 Share Plan provided for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards

2 unchanged sentences

with respect to the ability to grant future awards on July 14, 2020.

Information regarding the 2010 Share Plan for the nine months

ended July 31, 2020 is as follows:

Information regarding the 2010 Share Plan for the three months

ended January 31, 2021 is as follows:

Average Exercise

2 unchanged sentences

Forfeited/Expired

Options outstanding at July 31, 2020

Options exercisable at July 31, 2020

following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of July 31,

Options outstanding

at January 31, 2021

Options exercisable

at January 31, 2021

following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of January

Options Outstanding

Options Exercisable

Exercise Prices

6 unchanged sentences

$ 3.46 - $ 5.30

regarding the 2010 Share Plan for the nine months ended July 31, 2019 is as follows:

regarding the 2010 Share Plan for the three months ended January 31, 2020 is as follows:

Average Exercise

Price Per Share

Aggregate Intrinsic Value

Options Outstanding at October 31, 2019

Forfeited/Expired

Options outstanding at July 31, 2019

Options exercisable at July 31, 2019

following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of July 31,

Options Outstanding at January 31, 2020

Options Exercisable at January 31, 2020

following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of January

Options Outstanding

1 unchanged sentence

Exercise Prices

Number Outstanding

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price

Number Exercisable

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price

Contractual Life

Exercise Price

Contractual Life

Exercise Price

$ 0.67 - $2.30

$ 2.58 - $ 3.13

$ 3.46 - $ 5.75

2018 Share Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, stock

awards, performance awards and stock units to employees, directors and consultants.

As of July 31, 2020, the 2018 Share Plan had

2,258,376 shares available for future grants.

Information regarding the 2018 Share Plan for the nine months ended July 31, 2020

As of January 31, 2021, the 2018 Share Plan

had 2,000,000 shares available for future grants.

Information regarding the 2018 Share Plan for the three months ended January

31, 2021 is as follows:

4 unchanged sentences

Forfeited/Expired

Options outstanding at July 31, 2020

Options exercisable at July 31, 2020

following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of July 31,

Options outstanding at January 31, 2021

Options exercisable at January 31, 2021

following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of January

Options Outstanding

1 unchanged sentence

Exercise Prices

Contractual Life

Exercise Price

Contractual Life

Exercise Price

$ 2.09 - $3.70

regarding the 2018 Share Plan for the nine months ended July 31, 2019 is as follows:

$ 3.84 - $4.61

regarding the 2018 Share Plan for the three months ended January 31, 2020 is as follows:

Average Exercise

Price Per Share

Aggregate Intrinsic Value

Options Outstanding at October 31, 2019

Forfeited/Expired

Options outstanding at July 31, 2019

Options exercisable at July 31, 2019

following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of July 31,

Options Outstanding at January 31, 2020

Options Exercisable at January 31, 2020

following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of January

Options Outstanding

1 unchanged sentence

Exercise Prices

Contractual Life

Exercise Price

Contractual Life

Exercise Price

$ 3.84 - $4.61

of Share Plans

addition to options granted under the 2003 Share Plan, the 2010 Share Plan and the 2018 Share Plan, during the years ended October

31, 2012 and 2013, the Board of Directors approved the grant of stock options to certain employees and directors.

regarding stock options that were granted outside of Share Plans for the nine months ended July 31, 2020 is as follows:

Average Exercise

Price Per Share

Options outstanding at October 31, 2019

Options outstanding and exercisable at July 31, 2020

addition to options granted under stock option plans, during the years ended October 31, 2012 and 2013, the Board of Directors

approved the grant of stock options to certain employees and directors.

Information regarding stock options that were granted

outside of share plans for the three months ended January 31, 2021 is as follows:

Average Exercise Price Per Share

Intrinsic Value

outstanding at October 31, 2020

outstanding and exercisable at January 31, 2021

following table summarizes information about stock options outstanding and exercisable that were granted outside of Share Plans

as of July 31, 2020:

as of January 31, 2021:

Exercise Prices

Contractual Life

Weighted Average Remaining Contractual Life

Exercise Price

regarding stock options that were granted outside of Share Plans for the nine months ended July 31, 2019 is as follows:

Average Exercise

Price Per Share

Options outstanding at October 31, 2018

Options outstanding and exercisable at July 31, 2019

regarding stock options that were granted outside of Share Plans for the three months ended January 31, 2020 is as follows:

Average Exercise Price Per Share

Intrinsic Value

outstanding at October 31, 2019

outstanding and exercisable at January 31, 2020

following table summarizes information about stock options outstanding and exercisable that were granted outside of Share Plans

as of July 31, 2019:

as of January 31, 2020:

Exercise Prices

Weighted Average

Contractual Life

Exercise Price

$ 2.58-$ 5.56

stock awards granted to employees, directors and consultants that vest upon grant we recognize expense at the date of grant based

1 unchanged sentence

We did not grant any stock awards that vested upon grant during

the nine months ended July 31, 2020 or 2019.

the three months ended January 31, 2021 or 2020.

May 8, 2018, a restricted stock award of 1,500,000 shares of common stock was granted under the 2018 Share Plan to our Chairman,

5 unchanged sentences

compensation cost over the implied service period (median time to vest).

During the nine-month and three-month periods ended July

31, 2019, we recorded compensation expense related to the restricted stock award of approximately $1,954,000 and $-0-, respectively.

We did not record any compensation expense related to the restricted stock award during the nine-month period ended July 31, 2020.

We did not record any compensation expense related to

the restricted stock award during the three months ended January 31, 2021 and 2020.

Stock Purchase Plan

Company maintains the Anixa Biosciences, Inc.

Employee Stock Purchase Plan which permits eligible employees to purchase shares

at not less than 85% of the market value of the Company’s common stock on the offering date or the purchase date of the

applicable offering period, whichever is lower.

The plan was adopted by our Board of Directors on August 13, 2018 and approved

by our shareholders on September 27, 2018.

During the nine months ended July 31, 2020, employees purchased 9,618 shares with aggregate

proceeds of approximately $15,000.

During the nine months ended July 31, 2019, employees purchased 5,411 shares with aggregate

proceeds of approximately $19,000.

the nine months ended July 31, 2019 we issued a warrant, expiring on November 1, 2023, to purchase 25,000 shares of common stock

at $4.04 per share, vesting over 12 months, to a consultant for investor relations services.

On November 1, 2019 the warrant was

exchanged for a stock option with the same terms as the warrant.

During the nine-month and three-month periods ended July 31,

2019, we recorded consulting expense of approximately $64,000 and $21,000, respectively, based on the fair value of the warrant

recognized on a straight-line basis over the vesting period.

No warrants were issued during the nine months ended July 31, 2020.

of July 31, 2020, we also had warrants outstanding to purchase 500,000 shares of common stock at $5.03 per share expiring on November

VALUE MEASUREMENTS

Employee Stock Purchase Plan (“ESPP”) which permits eligible employees

to purchase shares at not less than 85% of the market value of the Company’s common stock on the offering date or the purchase

date of the applicable offering period, whichever is lower.

The plan was adopted by our Board of Directors on August 13, 2018

and approved by our shareholders on September 27, 2018.

During the three months ended January 31, 2021 and 2020, no shares were

purchased under the ESPP.

October 30, 2020 we issued a warrant, expiring on October 30, 2025, to purchase 60,000 shares of common stock at $2.06 per share,

vesting over five months, to a consultant for investor relations services.

We recorded consulting expense of approximately $57,000

during the three months ended January 31, 2021, based on the fair value of the warrant on the date of grant recognized on a straight-line

basis over the vesting period.

We did not record any consulting expense related to warrants during the three months ended January

No warrants were issued during the three-month periods ended January 31, 2021 and 2020.

of January 31, 2021, we also had warrants outstanding to purchase 500,000 shares of common stock at $5.03 per share, issued during

fiscal year 2017 and expiring on November 30, 2021.

FAIR VALUE MEASUREMENTS

GAAP defines fair value and establishes a framework for measuring fair value.

13 unchanged sentences

about the assumptions a market participant would use in pricing the asset and liabilities.

following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of July 31, 2020:

following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of January 31,

Money market funds:

11 unchanged sentences

Total financial assets

non-financial assets that are measured on a non-recurring basis include our property and equipment and which are measured using

fair value techniques whenever events or changes in circumstances indicate a condition of impairment exists.

The estimated fair

value of accounts receivable, prepaid expenses, accounts payable and accrued expenses approximates their individual carrying amounts

due to the short-term nature of these measurements.

Cash and cash equivalents are stated at carrying value which approximates

non-financial assets that are measured on a non-recurring basis include our other assets which are measured using fair value techniques

whenever events or changes in circumstances indicate a condition of impairment exists.

The estimated fair value of prepaid expenses

and other current assets, accounts payable and accrued expenses approximates their individual carrying amounts due to the short-term

nature of these measurements.

Cash and cash equivalents are stated at carrying value which approximates fair value.

ACCRUED EXPENSES

expenses consist of the following as of:

1 unchanged sentence

Accrued royalty and contingent legal fees

Accrued collaborative research and license expenses

Accrued severance costs

Accrued collaborative research and license expense

Accrued other

LOSS PER SHARE OF COMMON STOCK

NET LOSS PER SHARE OF COMMON STOCK

net loss per common share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common

4 unchanged sentences

would be anti-dilutive.

For this reason, excluded from the calculation of Diluted EPS for the nine and three months ended July

31, 2020 and 2019, were stock options to purchase 8,101,658 and 7,268,668 shares, respectively, and warrants to purchase 500,000

and 545,000 shares, respectively.

OF RECENTLY ADOPTED AND ISSUED PRONOUNCEMENTS

For this reason, excluded from the calculation of Diluted EPS for the three months ended January 31, 2021

and 2020, were stock options to purchase 8,659,134 and 8,407,234 shares, respectively, and warrants to purchase 560,000 and 500,000

shares, respectively.

EFFECT OF RECENTLY ADOPTED AND ISSUED PRONOUNCEMENTS

February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02 (“ASU 2016-02”)

22 unchanged sentences

pre-tax losses and the uncertainty regarding the realizability of these deferred tax assets.

have substantial net operating loss carryforwards for Federal, New York State and California income tax returns.

These net operating

loss carryforwards could be subject to limitations under Internal Revenue Code section 382.

We have no unrecognized income tax

benefits as of July 31, 2020 and October 31, 2019 and we account for interest and penalties related to income tax matters, if

any, in general and administrative expenses.

have substantial net operating loss carryforwards for Federal and California income tax returns.

These net operating loss carryforwards

could be subject to limitations under Internal Revenue Code section 382.

We have no unrecognized income tax benefits as of January

31, 2021 and October 31, 2020 and we account for interest and penalties related to income tax matters, if any, in general and

administrative expenses.

lease approximately 2,000 square feet of office space at 3150 Almaden Expressway, San Jose, California (our principal executive

3 unchanged sentences

operating costs.

Under an operating lease that expired on May 31, 2019 we also leased approximately 3,000 square feet of office

space at 12100 Wilshire Boulevard, Los Angeles, California (our former executive offices) from an unrelated party.

1, 2018, we had subleased these facilities.

Rent expense was approximately $48,000 and $46,000, respectively, for the nine months

ended July 31, 2020 and 2019, and approximately $16,000 and $16,000, respectively, for the three months ended July 31, 2020 and

Rent expense was approximately $16,000 and $16,000, respectively, for the three months ended January 31, 2021

November 1, 2019, the Company adopted ASC 842, which increases transparency and comparability by recognizing a lessee’s

3 unchanged sentences

The Company adopted the new guidance using the modified retrospective approach on November 1, 2019.

the condensed consolidated balance sheet as of October 31, 2019 was not restated and is not comparative.

adoption of ASC 842 resulted in the recognition of ROU assets of $106,221, and lease liabilities for operating leases of $106,299

on the Company’s condensed consolidated balance sheet as of November 1, 2019.

The difference between the ROU assets and

the operating lease liability represents the difference between the lease cost and the amount of rent paid in October.

Company elected the package of practical expedients permitted within the standard, which allow an entity to forgo reassessing

7 unchanged sentences

not include a purchase option that Anixa is more than reasonably certain to exercise.

For operating leases,

the lease liability is initially and subsequently measured at the present value of the unpaid lease payments.

The remaining 14-month

lease term as of July 31, 2020 for the Company’s lease includes the noncancelable period of the lease.

The lease does

not contain a Company option to extend the lease or an option to extend the lease controlled by the lessor.

All ROU assets are

reviewed for impairment.

operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments.

The remaining 8-month lease term as of January 31, 2021 for the Company’s lease includes the noncancelable period of the

The lease does not contain a Company option to extend the lease or an option to extend the lease controlled by the lessor.

All ROU assets are reviewed for impairment.

sheet information related to the Company’s lease is presented below:

5 unchanged sentences

Operating lease liability

Right-of-use liability, non-current

Operating lease liability, non-current

of July 31, 2020, the annual minimum lease payments of our operating lease liabilities were as follows:

Years Ending October 31,

of January 31, 2021, the annual minimum lease payments of our operating lease liabilities were as follows:

Operating Leases

2020 (excluding the nine months ended July 31, 2020)

Total future minimum payments, undiscounted

2021 future minimum payments, undiscounted

Imputed interest

Present value of future minimum lease payments

AND CONTINGENCES

COMMITMENTS AND CONTINGENCES

are not involved in any litigation or other legal proceedings and management is not aware of any pending litigation or legal proceeding

against us that would have a material adverse effect upon our results of operations or financial condition.

of Coronavirus Pandemic

March 10, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

The virus and actions taken to mitigate

its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many

countries, including the geographical areas in which the Company operates and conducts its business and which the Company’s

partners operate and conduct their business.

We are currently following the recommendations of local health authorities to minimize

exposure risk for our team members and visitors.

However, the scale and scope of this pandemic is unknown and the duration of

the business disruption and related financial impact cannot be reasonably estimated at this time.

While we have implemented specific

business continuity plans to reduce the potential impact of COVID-19, there is no guarantee that our continuity plans will be

have already experienced certain disruptions to our business such as temporary closure of our offices and similar disruptions

have occurred for our partners.

Specifically, the outbreak has caused temporary shutdowns of the laboratories and other service

providers that we rely on to develop our programs, and those laboratories and service providers that have been operating or that

have begun operating recently have been doing so with more limited capacity due to social distancing requirements.

our progress has been slowed and there is no assurance that we will be able to meet our previously announced timelines regarding

the advancement of our programs.

extent to which COVID-19 or any other health epidemic may impact our results will depend on future developments, which are highly

uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions

to contain COVID-19 or treat its impact, among others.

Accordingly, COVID-19 could have a material adverse effect on our business,

results of operations, financial condition and prospects.

SEGMENT INFORMATION

8 unchanged sentences

Therapeutics, (ii) Cancer Vaccines, (iii) Anti-Viral Therapeutics, (iv) Cancer Diagnostics and (v) our legacy Patent Licensing

The following represents selected financial information for our segments for the three and nine months ended July

31, 2020 and 2019 and as of July 31, 2020 and October 31, 2019:

The following represents selected financial information for our segments for the three months ended January 31, 2021

and 2020 and as of January 31, 2021 and October 31, 2020:

For the Three Months Ended

For the Nine Months Ended

CAR-T Therapeutics

$ (1,527,586 )

$ (4,240,347 )

Cancer Vaccines

4 unchanged sentences

$ (2,616,575 )

$ (7,851,352 )

$ (9,707,591 )

Total operating costs and expenses

1 unchanged sentence

Operating costs and expenses excluding non-cash share-based compensation

Operating costs and expenses excluding non-cash share based compensation:

Operating costs and expenses excluding non-cash share based compensation expense:

CAR-T Therapeutics

9 unchanged sentences

Patent Licensing

costs and expenses excluding non-cash share-based compensation expense is the measurement the chief operating decision-maker uses

in managing the enterprise.

IMPACT OF CORONAVIRUS PANDEMIC

March 10, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

The virus and actions taken to mitigate

its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many

countries, including the geographical areas in which the Company operates and conducts its business and which the Company’s

partners operate and conduct their business.

We are currently following the recommendations of local health authorities to minimize

exposure risk for our team members and visitors.

However, the scale and scope of this pandemic is unknown and the duration of

the business disruption and related financial impact cannot be reasonably estimated at this time.

While we have implemented specific

business continuity plans to reduce the potential impact of COVID-19, there is no guarantee that our continuity plans will be

have already experienced certain disruptions to our business such as temporary closure of our offices and similar disruptions

have occurred for our partners.

Specifically, the outbreak has caused shutdowns of the laboratories and other service providers

that we rely on to develop our CAR-T and breast cancer vaccine programs, and those laboratories and service providers that have

been operating or that have begun operating recently have been doing so with more limited capacity due to social distancing requirements.

As a result, our progress has been slowed and there is no assurance that we will be able to meet our previously announced timelines

regarding the IND filings for our CAR-T therapy for ovarian cancer and for our breast cancer vaccine.

extent to which COVID-19 or any other health epidemic may impact our results will depend on future developments, which are highly

uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions

to contain COVID-19 or treat its impact, among others.

Accordingly, COVID-19 could have a material adverse effect on our business,

results of operations, financial condition and prospects.

costs and expenses excluding non-cash share-based compensation is the measurement the chief operating decision-maker uses in managing

the enterprise.

Company’s consolidated revenue of $512,500 and inventor royalties, contingent legal fees, litigation and licensing expense

of $385,002 for the three months ended January 31, 2021 were solely related to our patent licensing segment which consists of

our encrypted audio/video conference calling technology.

All our revenue is generated domestically (United States) based on the

country in which the licensee is located.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

23 unchanged sentences

OF OPERATIONS

months ended July 31, 2020 compared with nine months ended July 31, 2019

did not record any revenue for the nine months ended July 31, 2020.

For the nine months ended July 31, 2019, we recorded revenue

of $250,000 from one license agreement.

The license agreement provided for a one-time, non-recurring, lump sum payment in exchange

for a non-exclusive retroactive and future license, and covenant not to sue.

Pursuant to the terms of the agreement, we have no

further obligations with respect to the granted intellectual property rights, including no obligation to maintain or upgrade the

technology, or provide future support or services.

Accordingly, the performance obligations from this license agreement were satisfied

and 100% of the revenue was recognized upon execution of the license agreement.

As discussed in Note 1 to our condensed consolidated

financial statements, as part of our legacy operations, the Company remains engaged in limited patent licensing activities which

we do not expect to be a significant part of our ongoing operations or revenue.

assertion expenses

Patent assertion expenses decreased from approximately $166,000

in the nine months ended July 31, 2019 to $-0- in the nine months ended July 31, 2020.

The decrease was primarily due to the decrease

in related revenues.

months ended January 31, 2021 compared with three months ended January 31, 2020

the three months ended January 31, 2021, we recorded revenue of $512,500 from one license agreement.

The license agreement provided

for a one-time, non-recurring, lump sum payment in exchange for a non-exclusive retroactive and future license, and covenant not

Pursuant to the terms of the agreement, we have no further obligations with respect to the granted intellectual property

rights, including no obligation to maintain or upgrade the technology, or provide future support or services.

Accordingly, the

performance obligations from this license agreement were satisfied and 100% of the revenue was recognized upon execution of the

license agreement.

As discussed in Note 1 to our condensed consolidated financial statements, as part of our legacy operations,

the Company remains engaged in limited patent licensing activities which we do not expect to be a significant part of our ongoing

operations or revenue.

had no revenue during the three-month period ended January 31, 2020.

Royalties, Contingent Legal Fees, Litigation and Licensing Expenses

royalties, contingent legal fees, litigation and licensing expenses increased to approximately $385,000 in the three months ended

January 31, 2021 from $-0- in the three months ended January 31, 2020.

The increase was primarily due to the increase in related

Inventor royalties and contingent legal fees are expensed in the period that the related revenues are recognized.

Litigation and licensing expenses related to patent assertion, other than contingent legal fees, are expensed in the period incurred.

of patents was $-0- in the nine months ended July 31, 2020 compared to approximately $419,000 in the comparable prior year.

capitalize patent and patent rights acquisition costs and amortize the cost over the estimated economic useful life.

in amortization of patents was due to the patent asset being fully amortized in fiscal year 2019.

and licensing expenses related to patent assertion, other than contingent legal fees, are expensed in the period incurred.

and Development Expenses

and development expenses are related to the development of our cancer diagnostics and therapeutics programs and our anti-viral

drug program, and decreased by approximately $628,000 to approximately $3,974,000 in the nine months ended July 31, 2020, from

approximately $4,602,000 in the nine months ended July 31, 2019.

and development expenses are related to the development of our cancer therapeutics, vaccine and diagnostics programs and our anti-viral

drug program, and decreased by approximately $663,000 to approximately $828,000 in the three months ended January 31, 2021, from

approximately $1,491,000 in the three months ended January 31, 2020.

The decrease in research and development expenses was primarily

due to a decrease in employee stock award compensation expense of approximately $1,251,000 and a decrease in employee stock option

compensation expense of approximately $75,000, offset by an increase in outside research and development expense, excluding license

expense, of approximately $406,000 primarily related to the development of Cchek™, our non-invasive blood tests for early

detection of cancer, an increase in employee compensation and related costs, other than stock option compensation expense and

stock awards of approximately $136,000 and an increase in consulting expense related to our Cchek™

program of approximately

and development expenses incurred in the nine months ended July 31, 2020 associated with each of our development programs consisted

of approximately $2,578,000 for cancer diagnostics, approximately $798,000 for CAR-T therapeutics, approximately $329,000 for

anti-viral therapeutics, and approximately $269,000 for cancer vaccines.

and Administrative Expenses

and administrative expenses decreased by approximately $643,000 to approximately $3,762,000 in the nine months ended July 31,

2020, from approximately $4,405,000 in the nine months ended July 31, 2019.

The decrease in general and administrative expenses

in 2020 was principally due to a decrease in employee stock award compensation expense of approximately $704,000, a decrease in

legal and accounting fees of approximately $338,000 in fiscal year 2020 primarily related to fees incurred in fiscal year 2019

in connection with a putative shareholder derivative complaint which was settled in August 2019, a decrease in expense resulting

from the discharge in January 2020 of a disputed liability of approximately $337,000 upon the expiration of the vendor’s

statutory right to pursue collection of the disputed liability which reduced expenses in fiscal year 2020, a decrease in expense

resulting from a patent expense reimbursement to Cleveland Clinic of approximately $164,000 in fiscal 2019 which reduced expenses

in fiscal year 2020 and a decrease in investor relations and public relations expense of approximately $80,000, offset by an increase

in employee compensation and related costs, other than stock option compensation expense and stock award compensation expense,

of approximately $502,000 which included approximately $157,000 of severance costs related to the suspension of the Cchek™

liquid biopsy program, an increase in employee stock option expense of approximately $283,000, an increase in corporate insurance

expense of approximately $156,000 primarily due to an increase in directors and officers insurance premium and an increase in

consultant stock option expense of approximately $73,000.

in Carrying Amount of Patent Assets

impairment in carrying amount of patent assets related to our legacy patent licensing activities of approximately $419,000 in

the nine months ended July 31, 2019 resulted from the write down of the value of our patent assets to the estimated undiscounted

future cash flows we anticipated receiving from the patent assets as of January 31, 2019.

Our estimates of future cash flows were

based on our most recent assessment of the market for potential licensees, as well as the status of ongoing negotiations with

potential licensees.

expense was $148,000 in the nine months ended July 31, 2020 compared to $-0- in the comparable prior year.

Other expense in fiscal

year 2020 represents loss on disposal of property and equipment.

income decreased by approximately $21,000 to approximately $33,000 in the nine months ended July 31, 2020, from approximately

$54,000 in the comparable prior year period as a result of a decrease in interest rates.

Loss Attributable to Noncontrolling Interest

net loss attributable to noncontrolling interest, representing Wistar’s 5% ownership interest in Certainty’s net loss,

decreased by approximately $91,000 to approximately $57,000 in the nine months ended July 31, 2020, from approximately $148,000

in the nine months ended July 31, 2019, as Certainty’s net loss decreased.

The decrease in Certainty’s net loss was

primarily due to decreases in employee stock option compensation expense and employee stock award compensation expense.

months ended July 31, 2020 compared with three months ended July31, 2019

had no revenue during the three-month periods ended July 31, 2020 and 2019.

of patents was $-0- in the three months ended July 31, 2020 compared to approximately $42,000 in the comparable prior year.

capitalize patent and patent rights acquisition costs and amortize the cost over the estimated economic useful life.

in amortization of patents was due to the patent asset being fully amortized in fiscal year 2019.

and Development Expenses

and development expenses are related to the development of our cancer diagnostics and therapeutics programs and our anti-viral

drug program, and increased by approximately $168,000 to approximately $1,254,000 in the three months ended July 31, 2020, from

approximately $1,086,000 in the three months ended July 31, 2019.

The increase in research and development expenses was primarily

due to an increase in consulting expense of approximately $108,000 related to our Cchek™

liquid biopsy program, an increase

in employee compensation and related costs, other than stock option compensation expense and stock award compensation expense,

of approximately $94,000, an increase in employee stock option expense of approximately $54,000, offset by a decrease of approximately

$100,000 of license fees paid to Cleveland Clinic.

and development expenses incurred in the three months ended July 31, 2020 associated with each of our development programs consisted

of approximately $749,000 for cancer diagnostics, approximately $233,000 for CAR-T therapeutics, approximately $173,000 for anti-viral

therapeutics, and approximately $99,000 for cancer vaccines.

due to a decrease in outside research and development expense, excluding license expense, of approximately $414,000, a decrease

in employee compensation and related costs, other than stock option compensation expense, of approximately $269,000 and a decrease

in employee stock option compensation expense of approximately $105,000, all due to the suspension of development of our cancer

diagnostics program, offset by an increase in license fees of approximately $155,000 primarily related to development of our cancer

vaccine technologies.

and development expenses incurred in the three months ended January 31, 2021 associated with each of our development programs

consisted of approximately $363,000 for CAR-T therapeutics, approximately $294,000 for cancer vaccines, approximately $169,000

for anti-viral therapeutics and approximately $2,000 for cancer diagnostics.

and Administrative Expenses

and administrative expenses increased by approximately $125,000 to approximately $1,182,000 in the three months ended July 31,

2020, from approximately $1,057,000 in the three months ended July 31, 2019.

The increase in general and administrative expenses

in fiscal year 2020 was principally due to an increase in employee compensation and related costs, other than stock option compensation

expense and stock award compensation expense, of approximately $174,000 which included approximately $157,000 of severance costs

related to the suspension of the Cchek™

liquid biopsy program, an increase in employee stock option compensation expense

of approximately $159,000, an increase in legal and accounting fees of approximately $101,000, offset by a decrease in expense

resulting from a patent expense reimbursement to Cleveland Clinic of approximately $164,000 in fiscal 2019 which reduced expenses

in fiscal year 2020 and a decrease in consulting expense of approximately $118,000 primarily related to commercialization of the

expense was $148,000 in the three months ended July 31, 2020 compared to $-0- in the comparable prior year.

Other expense in fiscal

year 2020 represents loss on disposal of property and equipment.

income decreased by approximately $11,000 to approximately $7,000 in the three months ended July 31, 2020, from approximately

and administrative expenses increased by approximately $394,000 to approximately $1,533,000 in the three months ended January

31, 2021, from approximately $1,139,000 in the three months ended January 31, 2020.

The increase in general and administrative

expenses was primarily due to non-recurring income in the prior year period resulting from the discharge in January 2020 of a

disputed liability of approximately $337,000 upon the expiration of the vendor’s statutory right to pursue collection of

the disputed liability, an increase in directors compensation of approximately $81,000, an increase in patent expense of approximately

$76,000 and an increase in consultant stock option and warrant expense of approximately $56,000, offset by a decrease in employee

compensation and related costs, other than stock option compensation expense, of approximately $148,000.

income decreased by approximately $12,000 to approximately $1,000 in the three months ended January 31, 2021, from approximately

$13,000 in the comparable prior year period as a result of a decrease in interest rates.

1 unchanged sentence

net loss attributable to noncontrolling interest, representing Wistar’s 5% ownership interest in Certainty’s net loss,

decreased by approximately $11,000 to approximately $15,000 in the three months ended July 31, 2020, from approximately $26,000

in the three months ended July 31, 2019, as Certainty’s net loss decreased.

The decrease in Certainty’s net loss was

primarily due to decreases in employee stock option compensation expense and employee stock award compensation expense.

was approximately $24,000 and $24,000, respectively, in the three months ended January 31, 2021 and 2020.

AND CAPITAL RESOURCES

primary sources of liquidity are cash, cash equivalents and short-term investments.

on currently available information as of September 8, 2020, we believe that our existing cash, cash equivalents, short-term investments

on currently available information as of March 11, 2021, we believe that our existing cash, cash equivalents, short-term investments

and expected cash flows will be sufficient to fund our activities for the next twelve months.

7 unchanged sentences

we may be required to obtain more working capital.

During the nine months ended July 31, 2020, we raised an aggregate of approximately

$7,866,000, net of expenses, through the sale of 3,261,282 shares of common stock in our at-the-market equity offerings.

included approximately $427,000, net of expenses, through the sale of 112,238 shares of common stock in an at-the market equity

offering which expired in November 2019 and approximately $7,439,000, net of expenses, through the sale of 3,149,044 shares of

common stock in an at-the-market equity offering under which we may issue up to $50 million of common stock.

Under our current

at-the-market equity program which is currently effective and may remain available for us to use in the future, we may sell an

additional approximately $42,260,000 of common stock.

We may seek to obtain working capital during our fiscal year 2020 or thereafter

through sales of our equity securities or through bank credit facilities or public or private debt from various financial institutions

where possible.

We cannot be certain that additional funding will be available on acceptable terms, or at all.

If we do identify

sources for additional funding, the sale of additional equity securities or convertible debt could result in dilution to our stockholders.

We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain

future operations, or that other sources of funding, such as sales of equity or debt, would be available or would be approved

by our security holders, if needed, on favorable terms or at all.

If we fail to obtain additional working capital as and when

needed, such failure could have a material adverse impact on our business, results of operations and financial condition.

such lack of funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us

to reduce operating expenses, which would significantly harm the business and development of operations.

the nine months ended July 31, 2020, cash used in operating activities was approximately $4,762,000.

Cash used in investing activities

was approximately $806,000, resulting from the purchased of certificates of deposit totaling $5,510,000 and the purchase of property

and equipment of approximately $16,000, which was offset by the proceeds on maturities of certificates of deposit totaling $4,720,000.

Cash provided by financing activities was approximately $8,004,000, resulting from the sale of 3,261,282 shares of common stock

in our at-the-market equity offering over the past nine months of approximately $7,866,000 (which is ongoing), the proceeds from

sale of common stock pursuant to employee stock purchase plan of approximately $15,000 and the proceeds from exercise of stock

During the three months ended January 31, 2021, we raised approximately $5,957,000,

net of expenses, through an at-the-market equity offering of 1,900,547 shares of common stock, under which offering we may issue

up to $50 million of common stock.

Under our at-the-market equity program which is currently effective and may remain available

for us to use in the future, as of January 31, 2021, we may sell an additional approximately $34,670,000 of common stock.

seek to obtain working capital during our fiscal year 2021 or thereafter through sales of our equity securities or through bank

credit facilities or public or private debt from various financial institutions where possible.

We cannot be certain that additional

funding will be available on acceptable terms, or at all.

If we do identify sources for additional funding, the sale of additional

equity securities or convertible debt could result in dilution to our stockholders.

We can give no assurance that we will generate

sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources

of funding, such as sales of equity or debt, would be available or would be approved by our security holders, if needed, on favorable

terms or at all.

If we fail to obtain additional working capital as and when needed, such failure could have a material adverse

impact on our business, results of operations and financial condition.

Furthermore, such lack of funds may inhibit our ability

to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which would

significantly harm the business and development of operations.

the three months ended January 31, 2021, cash used in operating activities was approximately $1,170,000.

Cash provided by investing

activities was approximately $675,000, resulting from the proceeds on maturities of certificates of deposit totaling $1,640,000

and the proceeds from the sale of equipment of approximately $35,000, which was offset by the purchases of certificates of deposit

of approximately $1,000,000.

Cash provided by financing activities was approximately $6,061,000, resulting from the sale of 1,900,547

shares of common stock in an at-the-market equity offering of approximately $5,957,000 and the proceeds from exercise of stock

options of approximately $104,000.

As a result, our cash, cash equivalents, and short-term investments at July 31, 2020 increased

As a result, our cash, cash equivalents, and short-term investments at January 31, 2021 increased

approximately $4,926,000 to approximately $13,983,000 from approximately $9,057,000 at the end of fiscal year 2020.

12 unchanged sentences

subjective or complex judgments:

Compensation.

revenue has been derived solely from technology licensing and the sale of patented technologies.

2 unchanged sentences

that reflects the consideration we expect to receive.

November 1, 2018 we adopted Accounting Standards Update 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers

using the modified retrospective method.

Upon adoption of ASU 2014-09 we are required to make certain judgments and estimates