What changed in this filing

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Item 9A. Controls and Procedures

2022-01-04 compared with 2021-01-07 · 893 added, 1493 removed, 286 unchanged (89% of the section changed)

2 unchanged sentences

maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our

Chief Operating Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure

controls and procedures pursuant to Rule 13a-15 and 15d-15 of the Exchange Act.

Based upon that evaluation, our President and

Chief Executive Officer and our Chief Operating Officer and Chief Financial Officer concluded that our disclosure controls and

procedures were effective as of the end of fiscal year 2020.

Management’s

supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Operating

Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures

pursuant to Rule 13a-15 and 15d-15 of the Exchange Act.

Based upon that evaluation, our President and Chief Executive Officer and our

Chief Operating Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end

of fiscal year 2021.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is

defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our management, including the principal executive officer and principal

financial officer, does not expect that our internal controls over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and operated, cannot provide full assurance that the objectives of the control system

are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,

within a company have been detected.

Our internal control over financial reporting is designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes

in accordance with generally accepted accounting principles.

the supervision and with the participation of our management, including the principal executive officer and principal financial

officer, we conducted an evaluation as to the effectiveness of our internal control over financial reporting as of October 31,

In making this assessment, our management used the criteria for effective internal control set forth by the Committee of

Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control –

Integrated Framework .

this assessment, our management concluded that our internal control over financial reporting was effective as of October 31, 2020.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding

internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent

registered public accounting firm pursuant to a permanent exemption of the Commission that permits the Company to provide only

management’s report in this Annual Report on Form 10-K.

Accordingly, our management’s assessment of the effectiveness

of our internal control over financial reporting as of October 31, 2020 has not been audited by our auditors, Haskell & White

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our management, including the principal executive officer and principal financial

officer, does not expect that our internal controls over financial reporting will prevent all errors and all fraud.

A control system,

no matter how well designed and operated, cannot provide full assurance that the objectives of the control system are met, and no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

the supervision and with the participation of our management, including the principal executive officer and principal financial officer,

we conducted an evaluation as to the effectiveness of our internal control over financial reporting as of October 31, 2021.

this assessment, our management used the criteria for effective internal control set forth by the Committee of Sponsoring Organizations

of the Treadway Commission in the 2013 Internal Control – Integrated Framework .

Based on this assessment, our management

concluded that our internal control over financial reporting was effective as of October 31, 2021.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent registered

public accounting firm pursuant to a permanent exemption of the Commission that permits the Company to provide only management’s

report in this Annual Report on Form 10-K.

Accordingly, our management’s assessment of the effectiveness of our internal control

over financial reporting as of October 31, 2021 has not been audited by our auditors, Haskell & White LLP.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2020 that has materially

affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

were no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2021 that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information.

January 7, 2021, the Board of Directors of the Company confirmed its intention to hold the Company’s 2021 Annual

Meeting of Shareholders (the “2021 Annual Meeting”) on Friday, May 21, 2021.

The time and location of the 2021 Annual

Meeting, and the matters to be considered, will be as set forth in the Company’s definitive proxy statement for the 2021

Annual Meeting to be filed in due course with the SEC.

the date of the 2021 Annual Meeting has been changed by more than 30 days from the anniversary date of the Company’s last

annual meeting of shareholders, the Company is informing shareholders of this change and the updated deadline for shareholders

to submit nominations for director or proposals for consideration at the 2021 Annual Meeting in accordance with the rules and

regulations of the SEC and the Company’s By-laws.

Accordingly, shareholders wishing to nominate a candidate for director

or to propose other business at the 2021 Annual Meeting must ensure proper notice is received by the Company at its offices no

later than March 17, 2021.

The notice must include all of the information required by the Company’s By-laws.

Executive Officers and Corporate Governance.

Directors and Executive Officers

following table sets forth certain information with respect to all of our directors and executive officers:

with the Company and Principal Occupation

and/or Executive Officer Since

of the Board, President and Chief Executive Officer

Titterton, Jr.

Independent Director

Arnold Baskies

Operating Officer and Chief Financial Officer

believe that our Board represents a desirable mix of backgrounds, skills, and experiences.

The principal occupation and business

experience during the last five years for our executive officers and directors and some of the specific experiences, qualifications,

attributes or skills that led to the conclusion that each person should serve as one of our directors in light of our business

and structure is as follows:

Kumar, Ph.D., 56, Chairman of the Board, President and Chief Executive Officer.

Kumar has served as our President

and Chief Executive Officer since July 2017, as a director of the Company since November 2012 and as Chairman of the Board since

From June 2015 until August 2016, he served as Vice Chairman of the Board.

Kumar served as a strategic advisor

to the Company from September 2012 until July 2017.

He has been Executive Chairman of the board of directors of Anixa Diagnostics

Corporation, a wholly-owned subsidiary of the Company since June 2015.

Upon his appointment as Executive Chairman of Anixa Diagnostics,

Kumar resigned from his position as the CEO of Geo Fossil Fuels LLC, an energy company, which he had held since December 2010.

From September 2001 to June 2010, he was President and CEO of CombiMatrix Corporation, a NASDAQ listed biotechnology company and

also served as director from September 2000 to June 2012.

He was Vice President of Life Sciences of Acacia Research Corporation,

a publicly traded investment company, from July 2000 to August 2007 and also served as a director from January 2003 to August

Kumar has served as Chairman of the board of directors of Ascent Solar Technologies, Inc., a publicly-held solar energy

company, since June 2007.

He served as a director of Aeolus Pharmaceuticals, Inc., a publicly traded biotechnology company, from

June 2004 to June 2018.

Kumar is Chairman of Actym Therapeutics, a private biotechnology company.

Kumar has served on

the board of the American Cancer Society since 2016.

Kumar holds an A.B.

in Chemistry from Occidental College.

After graduate

studies at Stanford University and Caltech, he received his Ph.D.

from Caltech and completed his post-doctoral training at Harvard

He has experience in technology driven startups, both at the board of directors and operating levels, in a broad variety

of areas including finance, acquisitions, research and development, and marketing, and, as described above, has served as a director

and/or officer of various publicly traded companies.

Titterton, Jr., 76, Director.

Titterton has served as a director since July 2017, and as Lead Independent Director

since July 2018.

He previously served as a director of the Company from August 2010 through August 2016, as the Chairman of the

Board from July 2012 through August 2016, and interim Chief Executive Officer from August 2012 until September 2012.

on the board of directors of ParkerVision, Inc., a publicly traded wireless technology company, from September 2018 to April 2019.

His background is in high technology with an emphasis on health care and he was the Chairman of the Board of Directors of NYMED,

Inc., a diversified health services company, from 1989 until October 2018.

Titterton founded MedE America, Inc.

was Chief Executive Officer of Management and Planning Services, Inc.

from 1978 to 1986.

Titterton also served as one of our

Directors from July 1999 to January 2003.

He holds an MBA from the State University of New York at Albany, and a B.A.

Cornell University.

Titterton has been involved with our Company as a director or investor for over twenty years.

also has substantial experience with advising on the strategic development of technology companies and over forty years of experience

in various aspects of the technology industry.

Baskies, MD, FACS, 71, Director.

Baskies has served on our Board since September 2018.

He previously served as a director

of the Company from August 2016 until September 2017.

Baskies is a surgical oncologist affiliated with Virtua Health Systems

in southern New Jersey, where he specializes in surgical oncology and general surgery, and is Clinical Professor of Surgery at

Rowan School of Medicine.

He trained at Boston University Medical Center and the Surgery Branch of the National Cancer Institute

where his early research involved immunotherapy.

He has extensive experience in all facets of general surgical and surgical oncologic

problems, with special interests in the treatment of breast cancer, gastrointestinal cancers, thyroid cancer, melanoma, and parathyroid

disease, and is a co-investigator in several national studies dealing with breast cancer prevention.

Baskies has served as

a director of Baudax Bio, Inc., a publicly-held biotechnology company, since August 2020.

He served as chairman of the New Jersey

Governor’s Task Force on Early Detection, Prevention and Treatment of Cancer, having created and chaired the cancer control

plan for the state from 2000-2016, and is a member of numerous societies, including the Society of Surgical Oncology, the American

Society of Breast Surgeons, and the American College of Surgeons.

Baskies has been involved with the American Cancer Society

for 40 years.

He was awarded the Society’s Silver Chalice Award in 1998 and the Society’s St.

George National Award

He has held leadership positions at many levels of the organization, including service as the first board scientific

officer for the American Cancer Society Board of Directors in 2015, and was the chief medical officer and Chairman of the Board

of Directors of the former Eastern Division of the American Cancer Society.

In 2017, he served as the Chairman of the National

Board of Directors of the American Cancer Society.

He helped develop the current guidelines for breast cancer screening and colon

cancer screening which are used on a daily basis in the United States and internationally.

He chairs the Global Cancer Control

Advisory Council for the society and the St.

Baldrick’s Foundation/ACS Alliance.

He has helped set the standards for cancer

care accreditation through his involvement with the Commission on Cancer.

He received a medical degree from Boston University

School of Medicine in 1975 and a bachelor of arts degree from Boston University College of Liberal Arts in 1971.

Cavalier, 51, Director .

Cavalier has served on our Board since September 2018.

He is a seasoned executive and investor

with over 20 years of experience in the biotechnology sector.

He is currently the Chief Operating Officer of Mab & Stoke,

Inc., a direct-to-consumer health and wellness company.

He was the Chairman, from 2004 to 2018, and Chief Financial Officer, from

2013 to 2018, of Aeolus Pharmaceuticals, Inc., a biotechnology company where in 2011 he was instrumental in winning and managing

a $118 million advanced research and development contract from the U.S.

Prior to Aeolus, Mr.

Cavalier was the founder,

portfolio manager and Chief Operating Officer of Xmark Opportunity Partners, a biotechnology investment firm.

Xmark was an activist

fund, focused on creating positive change at the board and management level for portfolio companies.

He began his biotech investment

career at Brown Simpson Asset Management, where he co-managed the life sciences investment group.

Cavalier previously worked

for Tiger Real Estate, a private investment fund sponsored by Tiger Management Corporation.

He began his career in the Investment

Banking Division of Goldman, Sachs & Co.

working on debt and equity offerings for public and private real estate companies.

Cavalier currently serves as the Chairman of the New York Advisory Board for Enterprise Community Partners, a non-profit focused

on policy, program and capital solutions for affordable housing.

He received his B.A.

from Yale University and his M.Phil.

Oxford University.

Gottschalk, 60, Director.

Gottschalk has served on our Board since October 2019.

She is an experienced marketer with

over 30 years of developing products for the consumer marketplace.

She has been the CEO of The Garr Group, Inc.

since 1997, a

diverse entertainment and new product development company that she founded that sells entertainment and general merchandise to

the mass, specialty and on-line market.

Gottschalk co-founded IdeationUSA, LLC in 2017, a product development company focused

on bringing innovative electronics to the consumer market.

IdeationUSA identifies “white space”

opportunities in the

marketplace and defines and develops products that uniquely touch consumers lives.

Ideation is equally focused on brick and mortar,

on-line and emerging distribution channels.

Previously, she was Marketing Director of Zany Brainy, a children’s educational

toy store that she launched.

Since 1997, Ms.

Gottschalk’s companies have produced over 150 million CD’s/DVD’s

to the US retail market, developed a proprietary Android tablet called “RealPad, by AARP”

with Intel and has created

private label brands across the home and craft market.

She is a graduate of Cornell University’s School of Hotel Administration

and serves on the board of several philanthropic organizations.

Monahan, Ph.D., 74, Director.

Monahan has served on our Board since August 2016.

He is an experienced executive and

has served on a number of biotechnology company boards over the years.

He is currently a director of Synthetic Biologics, Inc.,

a publicly traded biotechnology company, and from 2010 through 2015 he was the Senior Executive Vice President of Research &

Development at Synthetic Biologics, Inc.

He is also a director of Heat Biologics, Inc., a publicly traded biotechnology company,

a position that he has held since 2011.

In 1992 he founded Avigen, Inc., a biotechnology company that pioneered the development

of gene medicines based on adeno-associated virus vectors, now an industry standard.

Over a 12-year period as its Chief Executive

Monahan took Avigen public through an initial public offering raising over $235 million and led the company through

several IND applications.

Prior to Avigen, Dr.

Monahan served as Vice President - Research and Development at Somatix Therapy

Corp., and Director of Molecular & Cell Biology at Triton Biosciences, Inc.

He was also previously Research Group Chief, Department

of Molecular Genetics at Hoffmann-LaRoche Inc., and Adjunct Assistant Professor, Department of Cell Biology at New York University.

Monahan earned a Ph.D.

in Biochemistry from McMaster University, Hamilton, Canada, and a B.S.

in Science from University College,

Dublin, Ireland.

Monahan has over 50 publications in scientific literature and has made hundreds of presentations and public

TV appearances, to scientific groups, investors and the general public over the years.

Catelani, 54, Chief Operating Officer and Chief Financial Officer.

Catelani has served as our Chief Operating Officer

since July 2017 and as Chief Financial Officer since November 2016.

Catelani is a seasoned executive with over 30 years of

experience in finance and operations.

From October 2012 to July 2017, he served as a contract Chief Financial Officer to a number

of established privately held businesses in the biotechnology field.

In July 2006, he co-founded Tacere Therapeutics, Inc., a

privately held biotechnology company, and served as its Chairman, President and Chief Financial Officer until its sale in October

While at Tacere, Mr.

Catelani was instrumental in establishing and managing a $150 million drug development collaboration

with Pfizer, Inc.

Prior to Tacere, he served on the Board of Directors and was the Chief Financial Officer of Benitec Biopharma

Limited, an Australian Stock Exchange-listed biotechnology company.

Prior to Benitec, Mr.

Catelani served as Vice President and

Chief Financial Officer at Axon Instruments, Inc., a U.S.

corporation publicly traded on the Australian Stock Exchange that was

a leading designer and manufacturer of instrumentation and software systems for biotechnology and diagnostics research.

he served as the Vice President of Finance for Media Arts Group, Inc., an NYSE-listed company.

Catelani has also worked with

several early stage start-up companies in a variety of industries, including biotechnology, cleantech and retail, in both advisory

and management roles.

Catelani began his professional career at Ernst & Young and is a CPA (Inactive).

He holds a B.S.

degree in Business Administration, with a concentration in Accountancy, from Sacramento State University and an MBA from the University

of California, Davis.

our current directors and executive officers, Drs.

Kumar, Baskies and Monahan and Messrs.

Titterton and Cavalier have served as

a director of another public company within the past five years.

Significant Employees

have no significant employees other than our executive management team.

Relationships

are no family relationships between or among the directors, executive officers or persons nominated or chosen by the Company to

become directors or executive officers.

of Certain Legal Proceedings

the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director

or executive officer of the Company:

(1) any bankruptcy petition filed by or against any business of which such person was a general

partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) any conviction in

a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type

of business, securities or banking activities;

(4) being found by a court of competent jurisdiction (in a civil action), the Commission

or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment

has not been reversed, suspended or vacated;

(5) being subject of, or a party to, any Federal or State judicial or administrative

order, judgment, decree or finding relating to an alleged violation of the federal or state securities, commodities, banking or

insurance laws or regulations or any settlement thereof or involvement in mail or wire fraud in connection with any business entity

not subsequently reversed, suspended or vacated and (6) being subject of, or a party to, any disciplinary sanctions or orders

imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership

and reports of changes in ownership of our common stock with the Commission.

Directors, executive officers and ten percent stockholders

are also required to furnish us with copies of all Section 16(a) forms that they file.

Based upon a review of these filings, we

believe that all required Section 16(a) reports were made on a timely basis during fiscal year 2020.

have adopted a formal code of ethics that applies to our principal executive officer, principal financial officer, principal accounting

officer or controller or persons performing similar functions.

We will provide a copy of our code of ethics to any person without

charge, upon request.

For a copy of our code of ethics write to Secretary, Anixa Biosciences, Inc., 3150 Almaden Expressway, Suite

250, San Jose, California 95118.

A current copy of our code of ethics is also available on our website at http://ir.anixa.com/governance-docs.

July 9, 2015, the Board established a nominating and corporate governance committee (the “Nominating Committee”).

The Nominating Committee has a charter which will be reviewed on an annual basis by members of the committee and will be at all

times composed of exclusively independent directors.

The principal duties and responsibilities of the Nominating Committee are

to identify qualified individuals to become board members, recommend to the Board individuals to be designated as nominees for

election as directors at the annual meetings of stockholders, and develop and recommend to the Board the Company’s corporate

governance guidelines.

In selecting directors, the Nominating Committee will consider candidates that possess qualifications and

expertise that will enhance the composition of the Board, including the considerations set forth below.

The considerations set

forth below are not meant as minimum qualifications, but rather as guidelines in weighing all of a candidate’s qualifications

and expertise.

should be individuals of personal integrity and ethical character.

should have background, achievements, and experience that will enhance our Board.

This may come from experience in areas important

to our business, substantial accomplishments or prior or current associations with institutions noted for their excellence.

should have demonstrated leadership ability, the intelligence and ability to make independent analytical inquiries and the

ability to exercise sound business judgment.

should be free from conflicts that would impair their ability to discharge the fiduciary duties owed as a director to Anixa

and its stockholders, and we will consider directors’

independence from our management and stockholders.

should have, and be prepared to devote, adequate time and energy to the Board and its committees to ensure the diligent performance

of their duties, including by attending meetings of the Board and its committees.

consideration will be given to the Board’s overall balance of diversity of perspectives, backgrounds and experiences,

as well as age, gender and ethnicity.

Consideration

will also be given to relevant legal and regulatory requirements.

are of the view that the continuing service of qualified incumbents promotes stability and continuity in the board room, contributing

to the Board’s ability to work as a collective body, while giving us the benefit of the familiarity and insight into our

affairs that our directors accumulate during their tenure.

Accordingly, the process of the Nominating Committee for identifying

nominees for directors will reflect our practice of generally re-nominating incumbent directors who continue to satisfy the Board’s

criteria for membership on the Board, whom the Nominating Committee believes continue to make important contributions and who

consent to continue their service on the Board.

If the Nominating Committee determines that an incumbent director consenting to

re-nomination continues to be qualified and has satisfactorily performed his or her duties as director during the preceding term,

and that there exist no reasons, including considerations relating to the composition and functional needs of the Board as a whole,

why in the Nominating Committee’s view the incumbent should not be re-nominated, the Nominating Committee will, absent special

circumstances, generally propose the incumbent director for re-election.

Although we do not have a formal policy regarding the

consideration of diversity in identifying and evaluating potential director candidates, the Nominating Committee will take into

account the personal characteristics (gender, ethnicity and age), skills and experience, qualifications and background of current

and prospective directors’

diversity as one factor in identifying and evaluating potential director candidates, so that

the Board, as a whole, will possess what the nominating and corporate governance committee believes are appropriate skills, talent,

expertise and backgrounds necessary to oversee our Company’s business.

the incumbent directors are not nominated for re-election or if there is otherwise a vacancy on the Board, the Nominating Committee

may solicit recommendations for nominees from persons that the Nominating Committee believes are likely to be familiar with qualified

candidates, including from members of the Board and management.

While the Nominating Committee may also engage a professional

search firm to assist in identifying qualified candidates, the Nominating Committee did not engage any third party to identify

or evaluate or assist in identifying or evaluating the Director Nominees.

We do not have a policy with regard to the consideration

of director candidates recommended by stockholders.

Due to the size of our Company and Board, the Nominating Committee does not

believe that such a policy is necessary.

on its level of familiarity with the candidates, the Nominating Committee may choose to interview certain candidates that it believes

may possess qualifications and expertise required for membership on the Board.

It may also gather such other information it deems

appropriate to develop a well-rounded view of the candidate.

Based on reports from those interviews or from Board members with

personal knowledge and experience with a candidate, and on all other available information and relevant considerations, the Nominating

Committee will select and nominate candidates who, in its view, are most suited for membership on the Board.

members of the nominating committee are Dr.

Arnold Baskies (Chairman), Dr.

John Monahan and Lewis H.

Titterton, Jr.

Committee and Audit Committee Financial Expert

July 9, 2015, the Board established a separately-designated standing audit committee (the “Audit Committee”) established

in accordance with Section 3(a)(58)(A) of the Exchange Act, and Nasdaq Listing Rules.

The Audit Committee has a charter which

will be reviewed on an annual basis by members of the committee and will be at all times composed of exclusively independent directors

who are “financially literate,”

meaning they are able to read and understand fundamental financial statements, including

the Company’s balance sheet, income statement and cash flow statement.

In addition, the committee will have at least one

member who qualifies as an “audit committee financial expert”

as defined in rules and regulations of the SEC.

principal duties and responsibilities of the Company’s Audit Committee are to appoint the Company’s independent auditors,

oversee the quality and integrity of the Company’s financial reporting and the audit of the Company’s financial statements

by its independent auditors and in fulfilling its obligations, the Company’s Audit Committee will review with the Company’s

management and independent auditors the scope and result of the annual audit, the auditors’

independence and the Company’s

accounting policies.

Audit Committee will be required to report regularly to the Board to discuss any issues that arise with respect to the quality

or integrity of the Company’s financial statements, its compliance with legal or regulatory requirements and the performance

and independence of the Company’s independent auditors.

members of the Audit Committee are David Cavalier (Chairman), Lewis H.

Titterton, Jr.

John Monahan.

Our Board has determined

Cavalier qualifies as an Audit Committee financial expert as defined by SEC rules, based on his education, experience

and background.

Please see Mr.

Cavalier’s biographical information above for a description of his relevant experience.

Compensation.

following table sets forth certain information for the fiscal years ended October 31, 2020 and 2019, with respect to compensation

awarded to, earned by or paid to our Chairman of the Board, President and Chief Executive Officer and our Chief Operating Officer

and Chief Financial Officer (the “Named Executive Officers”).

No other executive officer received total compensation

in excess of $100,000 during fiscal year 2020.

SUMMARY COMPENSATION TABLE

Principal Position

Option Awards

All Other Compensation

Total Compensation

Chairman of the Board,

President and Chief Executive Officer

Chief Operating Officer and Chief Financial Officer

amounts have been calculated in accordance with Accounting Standards Codification (“ASC”) 718.

A discussion of

assumptions used in valuation of option awards may be found in Note 2 to our Consolidated Financial Statements for fiscal

year ended October 31, 2020, included elsewhere in this Annual Report on Form 10-K.

These amounts reflect our accounting expense

for these stock options and restricted stock awards and do not correspond to the actual value that may be recognized by our

Named Executive Officers.

amounts reflect the sum of the incremental cost to us of all perquisites and personal benefits, which consisted of compensation

for use of a home office and reimbursement of medical insurance benefits for Dr.

Agreement with Dr.

September 19, 2012, the Company entered into a Consulting Agreement with Dr.

Amit Kumar (the “Kumar Agreement”) pursuant

Kumar agreed to provide business consulting services for an initial annual consulting fee of $120,000.

Kumar was appointed Vice Chairman of the Company and Executive Chairman of Anixa Diagnostics.

As a result of this appointment,

Kumar’s annual cash compensation was increased to $300,000 by the Board.

On August 23, 2016, Dr.

Kumar was appointed

Executive Chairman of the Company, and on July 6, 2017, Dr.

Kumar was appointed President and Chief Executive Officer of the Company.

As of the beginning of each subsequent calendar year, Dr.

Kumar’s salary has been reviewed and adjusted by the Board’s

Compensation Committee.

On January 1, 2021, Dr.

Kumar’s annual salary was $582,085.

Kumar’s services are terminated by the Company or he terminates his services for any reason or no reason, the Company

shall be obligated to pay to Dr.

Kumar only any earned compensation and/or bonus due under the Kumar Agreement and any earned

and unused paid time off and any unpaid reasonable and necessary expenses, due to him through the date of termination.

payments shall be made in a lump sum immediately following termination.

Stock Option Awards

following table sets forth certain information with respect to unexercised stock options held by the Named Executive Officers

outstanding on October 31, 2020:

OUTSTANDING OPTION AWARDS

Number of Securities Underlying Unexercised Options (#)

Un-Exercisable

Option Exercise Price

Option Expiration Date

Time-based Option Awards

Performance-based Option Awards

1,000,000 (4)

vest and become exercisable in 36 consecutive monthly installments, beginning May 31, 2018 and continuing through April 30,

vest and become exercisable in 36 consecutive monthly installments, beginning December 31, 2019 and continuing through November

vest and become exercisable in one installment of 50,000 on July 6, 2018 and the remainder in twelve consecutive quarterly

installments, beginning October 31, 2018 and continuing through July 31, 2021.

shall vest as follows:

(i) 500,000 shares vest if during any 20 trading day period on or before May 31, 2021, the average

closing stock price of the Company’s Common Stock is at least $5.00, (ii) 500,000 shares vest if during any 20 trading

day period on or before May 31, 2021, the average closing stock price of the Company’s Common Stock is at least $7.00,

and (iii) 500,000 shares vest if during any 20 trading day period on or before May 31, 2021, the average closing stock price

of the Company’s Common Stock is at least $8.00.

Option Grants

following table summarizes stock option grants during fiscal year 2020.

GRANTS OF OPTION AWARDS

Number of Securities Underlying Options

Exercise Price of Option Awards

Grant Date Fair Value

amounts have been calculated in accordance with ASC 718.

A discussion of assumptions used in valuation of option awards may

be found in Note 2 to our Consolidated Financial Statements for fiscal year ended October 31, 2020, included elsewhere in

this Annual Report on Form 10-K.

These amounts reflect our accounting expense for these stock options and restricted stock

awards and do not correspond to the actual value that may be recognized by our Named Executive Officers.

Option Exercises

the year ended October 31, 2020, no stock options were exercised by Named Executive Officers.

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

The restricted stock award vests in its entirety if during any 20 trading day period on or before May 31, 2021, the average

closing stock price of the Company’s Common Stock is at least $11.00.

The grant date fair value of this restricted stock

award was $4,814,265.

Payments upon Termination or Change in Control

time-based and performance-based options granted Dr.

Kumar on May 8, 2018 provide for the vesting of the unvested portion of his

options to be accelerated and such accelerated options to become immediately exercisable upon a change in control as defined below.

The intrinsic value of options granted on May 8, 2018 would be $-0-, which was calculated by multiplying (a) 1,100,000 options

(being the number of options granted to him on May 8, 2018 that would be accelerated) by (b) an amount equal to the excess of

(x) our closing share price on October 31, 2020 of $2.06 and (y) the options’

exercise price of $3.70 per share.

Kumar on December 12, 2019 provide for the vesting of the unvested portion of his options to be accelerated and such

accelerated options to become immediately exercisable upon a change in control as defined below.

The intrinsic value of options

granted on December 12, 2019 would be $-0-, which was calculated by multiplying (a) 361,111 options (being the number of options

granted to him on December 12, 2019 that would be accelerated) by (b) an amount equal to the excess of (x) our closing share price

on October 31, 2020 of $2.06 and (y) the options’

exercise price of $3.84 per share.

Catelani on July 6, 2017 provide for the vesting of the unvested portion of his options to be accelerated and such

accelerated options to become immediately exercisable if Mr.

Catelani is terminated without cause or upon a change in control

as defined below.

The intrinsic value of options granted on July 6, 2017 would be $41,250, which was calculated by multiplying

(a) 37,500 options (being the number of options granted to him on July 6, 2017 that would be accelerated) by (b) an amount equal

to the excess of (x) our closing share price on October 31, 2019 of $2.06 and (y) the options’

exercise price of $0.96 per

Catelani on May 8, 2018 provide for the vesting of the unvested portion of his options to be accelerated and such

accelerated options to become immediately exercisable upon a change in control as defined below.

The intrinsic value of options

granted on May 8, 2018 would be $-0-, which was calculated by multiplying (a) 83,333 options (being the number of options granted

to him on May 8, 2018 that would be accelerated) by (b) an amount equal to the excess of (x) our closing share price on October

31, 2020 of $2.06 and (y) the options’

exercise price of $3.70 per share.

Catelani on December 12, 2019 provide for the vesting of the unvested portion of his options to be accelerated and

such accelerated options to become immediately exercisable upon a change in control as defined below.

The intrinsic value of options

granted on December 12, 2019 would be $-0-, which was calculated by multiplying (a) 69,411 options (being the number of options

granted to him on December 12, 2019 that would be accelerated) by (b) an amount equal to the excess of (x) our closing share price

on October 31, 2020 of $2.06 and (y) the options’

exercise price of $3.84 per share.

our 2010 Share Incentive Plan and our 2018 Share Incentive Plan, “change in control”

in Ownership:

A change in ownership of the Company occurs on the date that any one person, or more than one person acting

as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes

more than 50% of the total fair market value or total voting power of the stock of the Company, excluding the acquisition

of additional stock by a person or more than one person acting as a group who is considered to own more than 50% of the total

fair market value or total voting power of the stock of the Company.

in Effective Control:

A change in effective control of the Company occurs on the date that either:

one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the

date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of

the total voting power of the stock of the Company;

majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is

not endorsed by a majority of the members of the Board before the date of the appointment or election;

provided, that this

paragraph will apply only to the Company if no other corporation is a majority shareholder.

in Ownership of Substantial Assets:

A change in the ownership of a substantial portion of the Company’s assets occurs

on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month

period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total

gross fair market value equal to or more than 40% of the total gross fair market value of the assets of the Company immediately

before such acquisition or acquisitions.

For this purpose, “gross fair market value”

means the value of the assets

of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with

is the intent that this definition be construed consistent with the definition of “Change of Control”

as defined under

Code Section 409A and the applicable treasury regulations, as amended from time to time.

August 13, 2020, after a review of non-employee director compensation at comparable companies, the Board approved cash and equity

compensation of directors.

Each non-employee director shall receive cash compensation of $50,000 paid in four quarterly installments,

and the grant of a 10 year nonqualified stock option to purchase 30,000 shares of common stock exercisable at $2.68, such option

vesting monthly over a one year period.

Our employee director, Dr.

Amit Kumar, did not receive any additional compensation for

services provided as a director during fiscal year 2020.

2010 Share Incentive Plan provides that on January 1 st of each year, each non-employee director (a “Director

Participant”) of the Company at that time shall automatically be granted a 10 year nonqualified stock option to purchase

12,000 shares of common stock (or 16,000 in the case of the Chairman of the Board to the extent he qualifies as a Director Participant),

with an exercise price equal to the closing price on the date of grant, that will vest in four equal quarterly installments in

the year of grant (the “Annual Grant”).

Effective January 1, 2018 through the expiration of the 2010 Share Incentive

Plan, each Director Participant waived their right to receive the Annual Grant.

following table sets forth compensation of Lewis H.

Titterton, Jr., Dr.

Arnold Baskies, David Cavalier, Emily Gottschalk and Dr.

John Monahan, our non-employee directors, for fiscal year 2020:

DIRECTORS’

Option Awards

Titterton, Jr.

Arnold Baskies

David Cavalier

Emily Gottschalk

amounts have been calculated in accordance with ASC 718.

A discussion of assumptions used in valuation of option awards may

be found in Note 2 to our Consolidated Financial Statements for fiscal year ended October 31, 2020, included elsewhere in

this Annual Report on Form 10-K.

These amounts reflect our accounting expense for these stock options and do not correspond

to the actual value that may be recognized by our directors.

October 31, 2020, Mr.

Titterton, Dr.

Cavalier, Ms.

Gosttschalk and Dr.

Monahan held unexercised stock options

to purchase 685,000, 158,000, 120,000, 75,000 and 188,000 shares respectively, of our common stock.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters.

following table sets forth certain information with respect to our common stock beneficially owned as of January 7, 2021

(or exercisable within 60 days of such date) by (a) each person who is known by our management to be the beneficial owner of more

than 5% of our outstanding common stock, (b) each of our directors and executive officers, and (c) all directors and executive

officers as a group:

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

(1)(2)(3)(4)(5)

Percent of Class

Directors and Officers of the Company

3150 Almaden Expressway, Suite 250

San Jose, CA 95118

Titterton, Jr.

3150 Almaden Expressway, Suite 250

San Jose, CA 95118

3150 Almaden Expressway, Suite 250

San Jose, CA 95118

3150 Almaden Expressway, Suite 250

San Jose, CA 95118

Arnold Baskies

3150 Almaden Expressway, Suite 250

San Jose, CA 95118

David Cavalier

3150 Almaden Expressway, Suite 250

San Jose, CA 95118

Emily Gottschalk

3150 Almaden Expressway, Suite 250

San Jose, CA 95118

All Directors and Executive Officers as a Group (7 persons)

Less than 1%.

beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment

power with respect to such security or has the right to obtain such voting power and/or investment power within sixty (60)

Except as otherwise noted, each designated beneficial owner in this Annual Report on Form 10-K has sole voting power

and investment power with respect to the shares of common stock beneficially owned by such person.

240,000 shares, 474,000 shares, 225,000 shares, 113,000 shares, 83,000 shares, 45,000 shares and 1,180,000 shares which Dr.

Amit Kumar, Lewis H.

Titterton, Jr., Michael J.

Catelani, Dr.

John Monahan, Dr.

Arnold Baskies, David Cavalier and all directors

and executive officers as a group, respectively, have the right to acquire within 60 days upon exercise of options granted

pursuant to the 2010 Share Incentive Plan.

1,366,667 shares, 62,500 shares, 522,222 shares, 62,500 shares, 62,500 shares, 62,500 shares, 62,500 shares and 2,201,389

shares which Dr.

Amit Kumar, Lewis H.

Titterton, Jr., Michael J.

Catelani, Dr.

John Monahan, Dr.

Arnold Baskies, David Cavalier,

Emily Gottschalk and all directors and executive officers as a group, respectively, have the right to acquire within 60 days

upon exercise of options granted pursuant to the 2018 Share Incentive Plan.

640,000 shares, 86,000 shares and 726,000 shares which Dr.

Amit Kumar, Lewis H.

Titterton, Jr.

and all directors and executive

officers as a group, respectively, have the right to acquire within 60 days pursuant to option agreements with the Company.

1,500,000 restricted shares of common stock awarded to Dr.

Amit Kumar pursuant to the 2018 Share Incentive Plan for which

Kumar has voting rights but that vest only if during any twenty (20) trading day period on or before May 31, 2021 in which

Kumar is employed by Anixa, the average closing stock price of the Company’s common stock is at least $11.00.

on 26,076,819 shares of common stock outstanding as of January 7, 2020.

are not aware of any arrangement that might result in a change in control of the Company in the future.

Compensation Plan Information

following is information as of October 31, 2020 about shares of our common stock that may be issued upon the exercise of options,

warrants and rights under all equity compensation plans in effect as of that date, including our our 2010 Share Incentive Plan

and our 2018 Share Incentive Plan.

See Note 4 to our Consolidated Financial Statements for more information on these plans.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans not approved by security holders (1)

Equity compensation plans approved by security holders (2)

July 14, 2010 the Board adopted the 2010 Share Incentive Plan.

Officers, key employees and non-employee directors of, and

consultants to, the Company or any of its subsidiaries and affiliates are eligible to participate in the 2010 Share Incentive

The 2010 Share Incentive Plan provides for the grant of stock options, stock appreciation rights, stock awards, and

performance awards and stock units (the “2010 Benefits”).

The maximum number of shares of common stock available

for issuance under the 2010 Share Incentive Plan was initially 600,000 shares.

On July 6, 2011 and August 29, 2012, the 2010

Share Incentive Plan was amended by our Board to increase the maximum number of shares of common stock that may be granted

to 1,080,000 and 1,200,000 shares, respectively.

On November 8, 2013, the Board approved an amendment to provide that effective

and following November 8, 2013, the maximum aggregate number of shares available for issuance will be 800,000 shares.

Additionally,

commencing on the first business day in 2014 and on the first business day of each calendar year thereafter, the maximum aggregate

number of shares available for issuance shall be replenished such that, as of such first business day, the maximum aggregate

number of shares available for issuance shall be 800,000 shares.

Current and future non-employee directors are automatically

granted a 10 year nonqualified stock option to purchase 12,000 shares of Common Stock (or 16,000 in the case of the Chairman

of the Board) on January 1st of each year that will vest in four equal quarterly installments.

The 2010 Share Incentive Plan

was administered by the Stock Option Committee through August 2012, from August 2012 through November 2012, by the Executive

Committee of the Board of Directors, from November 2012 through July 2015, by the Board of Directors and since July 2015,

by the Compensation Committee, which determines the option price, term and provisions of the 2010 Benefits.

The 2010 Share

Incentive Plan terminated with respect to additional grants on July 14, 2020.

2018 Share Incentive Plan was adopted by the Board on January 25, 2018 and approved by our shareholders on March 29, 2018.

Officers, key employees and non-employee directors of, and consultants to, the Company or any of its subsidiaries and affiliates

are eligible to participate in the 2018 Share Incentive Plan.

The 2018 Share Incentive Plan provides for the grant of incentive

stock options, nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units (the

“2018 Benefits”).

The maximum number of shares of common stock available for issuance under the 2018 Share Incentive

Plan was initially 5,000,000 shares.

Additionally, commencing on the first business day in January 2019 and on the first business

day of each calendar year thereafter, the maximum aggregate number of shares available for issuance shall be replenished such

that, as of such first business day, the maximum aggregate number of shares available for issuance shall be 2,000,000 shares.

The 2018 Share Incentive Plan is administered by the Compensation Committee, which determines the option price, term and provisions

of the 2018 Benefits.

The 2018 Share Incentive Plan terminates with respect to additional grants on March 28, 2028.

may amend, suspend or terminate the 2018 Share Incentive Plan at any time, subject in certain respects to obtaining shareholder

Certain Relationships and Related Transactions,

and Director Independence.

with Related Persons

from compensation arrangements with executive officers described above, there are no other transactions entered into by the Company

with related persons.

Person Transaction Approval Policy

we have no written policy regarding approval of transactions between us and a related person, our Board, as matter of appropriate

corporate governance, reviews and approves all such transactions, to the extent required by applicable rules and regulations.

Generally, management would present to the Board for approval at the next regularly scheduled Board meeting any related person

transactions proposed to be entered into by us.

The Board may approve the transaction if it is deemed to be in the best interests

of our stockholders and the Company.

Board oversees the activities of our management in the handling of the business and affairs of our company.

Our common stock trades

on the NASDAQ Capital Market and we are subject to listing requirements which include the requirement that our Board be comprised

of a majority of “independent”

Titterton, Jr., Dr.

Arnold Baskies, David Cavalier, Emily Gottschalk

John Monahan currently meet the definition of “independent”

as defined by the SEC.

Amit Kumar is an employee

of the Company and as such does not qualify as an “independent”

The Board of Directors has separately designated

audit, nominating and compensation committees.

Accounting Fees and Services.

following table describes fees for professional audit services rendered and billed by Haskell & White LLP, our present independent

registered public accounting firm and principal accountant, for the audit of our consolidated financial statements and for other

services during fiscal years 2020 and 2019.

Audit Fees (1)

Audit Related Fees (2)

All Other Fees (4)

fees for fiscal years 2020 and 2019 represent fees billed for services rendered by Haskell & White LLP for the audit of

our consolidated financial statements and review of our quarterly reports on Form 10-Q.

related fees for fiscal years 2020 and 2019 represent fees billed for services rendered by Haskell & White LLP in connection

with our Registration Statements filed during fiscal years 2020 and 2019.

Fees for fiscal years 2020 and 2019 represent fees billed for services rendered by Haskell & White LLP for the preparation

of Federal and State income tax returns.

other fees for fiscal years 2020 and 2019 represent fees billed for services rendered by Haskell & White LLP in connection

with the preparation of comfort letters and research of various tax subjects.

For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Board is ultimately responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement or

relationship between us and our independent registered public accounting firm.

On July 9, 2015, the Board established an Audit

Committee which was authorized to assume these responsibilities.

Haskell & White LLP’s engagement to conduct all

audit and permissible non-audit related activities incurred during fiscal years 2020 and 2019 were approved by our audit committee

in accordance with these procedures.

is made to that certain consulting agreement, dated September 19, 2012, between the Company and Dr.

The consulting agreement,

which has been inoperative since June 2015, was formally terminated on December 30, 2021.

The termination of this consulting agreement

has no impact on Dr.

Kumar’s employment with the Company as Dr.

Kumar remains the Chief Executive Officer and President of the

Company on an at-will basis.

Directors, Executive Officers and Corporate Governance.

information required by this Item will be set forth in our Proxy Statement for the 2022 Annual Meeting of Stockholders scheduled for

March 10, 2022 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2021, and will be incorporated into

this Annual Report on Form 10-K by reference.

Executive Compensation.

information required by this Item will be set forth in our Proxy Statement for the 2022 Annual Meeting of Stockholders scheduled for

March 10, 2022 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2021, and will be incorporated into

this Annual Report on Form 10-K by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

information required by this Item will be set forth in our Proxy Statement for the 2022 Annual Meeting of Stockholders scheduled for

March 10, 2022 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2021, and will be incorporated into

this Annual Report on Form 10-K by reference.

Certain Relationships and Related Transactions, and Director Independence.

information required by this Item will be set forth in our Proxy Statement for the 2022 Annual Meeting of Stockholders scheduled for

March 10, 2022 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2021, and will be incorporated into

this Annual Report on Form 10-K by reference.

Principal Accounting Fees and Services.

information required by this Item will be set forth in our Proxy Statement for the 2022 Annual Meeting of Stockholders scheduled for

March 10, 2022 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2021, and will be incorporated into

this Annual Report on Form 10-K by reference.

Exhibits, Financial Statement Schedules.

Financial Statement Schedules

accompanying “Index to Consolidated Financial Statements.”

Certificate of Incorporation, as amended.

16 unchanged sentences

(Incorporated by reference to Exhibit 3.8 to our Form 10-K for the fiscal year ended October 31, 2019.)

Form of Warrant issued to Adaptive Capital LLC.

(Incorporated by reference to Exhibit 4.2 to our Form 10-K, dated December 7, 2016.).

Form of Warrant issued to Acorn Management Partners LLC.

Amendment to the Amended and Restated Bylaws of the Company.

(Incorporated by reference to our Form 8-K, dated April 2, 2021.)

Form of Underwriter Warrants.

(Incorporated by reference to Exhibit 4.1 to our Form 8-K, dated March 24, 2021.)

of Warrant issued to Acorn Management Partners LLC.

(Filed herewith.)

of the Company’s Securities Registered under Section 12 of the Exchange Act (Incorporated by reference to the description

of our common stock contained in our Current Report on Form 8-K filed on March 31, 2014.)

2010 Share Incentive Plan.

11 unchanged sentences

(Incorporated by reference to Exhibit 4.13 to our Form S-8 dated October 1, 2018.)

Consulting Agreement, dated as of September 19, 2012, between the Company and Amit Kumar.

(Incorporated by reference to Exhibit 10.37 to our Form 10-K for the fiscal year ended October 31, 2012.) (Portions of this exhibit have been redacted pursuant to a request for confidential treatment.

The redacted portions have been separately filed with the Securities and Exchange Commission.)

License Agreement, dated November 13, 2017, between Certainty Therapeutics, Inc.

2 unchanged sentences

The redacted portions have been separately filed with the Securities and Exchange Commission.)

Collaboration Agreement, dated November 17, 2017, between Certainty Therapeutics, Inc.

Lee Moffitt Cancer Center and Research Institute, Inc.

(Incorporated by reference to Exhibit 10.15 to our Form 10-K, dated January 9, 2018.) (Portions of this exhibit have been redacted pursuant to a request for confidential treatment.

The redacted portions have been separately filed with the Securities and Exchange Commission.)

Amendment 1 to the Collaboration Agreement between Certainty Therapeutics, Inc.

Lee Moffitt Cancer Center and Research Institute, Inc.

(Incorporated by reference to Exhibit 10.2 to our Form 10-Q for the fiscal quarter ended July 31, 2019.)

Amendment 2 to the Collaboration Agreement between Certainty Therapeutics, Inc.

Amendment to License Agreement between Certainty Therapeutics, Inc.

and The Wistar Institute of Anatomy and Biology.

(Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended January 31, 2021.) (Certain information has been redacted in the marked portions of the exhibit.)

Amended and Restated Collaboration Agreement, dated November 1, 2021, between Certainty Therapeutics, Inc.

Lee Moffitt Cancer Center and Research Institute, Inc.

(Filed herewith.) (Certain information has been redacted in the marked portions of the exhibit.)

(Filed herewith.)

Exclusive License Agreement, dated July 8, 2019, between the Company and The Cleveland Clinic Foundation.

2 unchanged sentences

(Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended April 30, 2020.) (Certain information has been redacted in the marked portions of the exhibit.)

Amendement to Collaboration Agreement between the Company and OntoChem GmbH.

(Filed herewith.)

Amendment to Collaboration Agreement between the Company and OntoChem GmbH.

(Incorporated by reference to Exhibit 10.13 to our Form 10-K, for the fiscal year ended October 31, 2020.)

Assignment Agreement dated May 1, 2021, between the Company, OntoChem GmbH and MolGenie GmbH.

(Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended April 30, 2021.)

Amendment 2 to the Collaboration Agreement between the Company and MolGenie GmbH.

(Incorporated by reference to Exhibit 10.2 to our Form 10-Q for the fiscal quarter ended April 30, 2021.) (Certain information has been redacted in the marked portions of the exhibit.)

Exclusive License Agreement, dated October 20, 2020, between the Company and The Cleveland Clinic Foundation.

(Filed herewith.) (Certain information has been redacted in the marked portions of the exhibit.)

At Market Issuance Sales Agreement, dated June 21, 2019, between the Company and B.

Riley FBR, Inc.

(Incorporated by reference to Exhibit 10.1 to our Registration Statement of Form S-3 filed June 11, 2019.)

Code of Conduct (Filed herewith.)

(Incorporated by reference to Exhibit 10.14 to our Form 10-K, for the fiscal year ended October 31, 2020.) (Certain information has been redacted in the marked portions of the exhibit.)

Joint Development and Option Agreement, dated January 26, 2021, between the Company and The Cleveland Clinic Foundation.

(Incorporated by reference to Exhibit 10.2 to our Form 10-Q for the fiscal quarter ended January 31, 2021.) (Certain information has been redacted in the marked portions of the exhibit.)

Code of Conduct (Incorporated by reference to Exhibit 14 to our Form 10-K, for the fiscal year ended October 31, 2020.)

Subsidiaries of Anixa Biosciences, Inc.

(Filed herewith.)

(Incorporated by reference to Exhibit 21 to our Form 10-K, for the fiscal year ended October 31, 2020.)

Consent of Haskell & White LLP.

2 unchanged sentences

of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated January 4, 2022.

(Filed herewith.)

Certification

of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated January 4, 2022.

of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated January 7, 2021.

(Filed herewith.)

of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated January 4, 2022.

of Chief Financial Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated January 4, 2022.

(Filed herewith.)

Form 10-K Summary.

The Company has elected

not to include a summary pursuant to this Item 16.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

Company has elected not to include a summary pursuant to this Item 16.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Biosciences, Inc.

1 unchanged sentence

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the date indicated.

/s/ Amit Kumar

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the date indicated.

of the Board, President and

Executive Officer

January 7, 2021

(Principal Executive Officer)

Executive Officer)

Operating Officer and

5 unchanged sentences

Arnold Baskies

David Cavalier

Emily Gottschalk

1 unchanged sentence

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2021

of Independent Registered Public Accounting Firm

Balance Sheets as of October 31, 2021 and 2020

Statements of Operations for the years ended October 31, 2021 and 2020

Statements of Equity for the years ended October 31, 2021 and 2020

Statements of Cash Flows for the years ended October 31, 2021 and 2020

to Consolidated Financial Statements

OCTOBER 31, 2020

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of October 31, 2020 and 2019

Consolidated Statements of Operations for the years ended October 31, 2020 and 2019

Consolidated Statements of Equity for the years ended October 31, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended October 31, 2020 and 2019

Notes to Consolidated Financial Statements

information required by schedules called for under Regulation S-X is either not applicable or is included in the consolidated

financial statements or notes thereto.

information required by schedules called for under Regulation S-X is either not applicable or is included in the consolidated financial

statements or notes thereto.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

have audited the accompanying consolidated balance sheets of Anixa Biosciences, Inc.

(the “Company”)

as of October 31, 2020 and 2019, and the related consolidated statements of operations, shareholders’

cash flows for each of the two years in the period ended October 31, 2020, and the related notes (collectively, the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects,

the consolidated financial position of the Company as of October 31, 2020 and 2019, and the consolidated results of its operations

and its cash flows for each of the two years in the period ended October 31, 2020, in conformity with accounting principles generally

accepted in the United States.

consolidated financial statements are the responsibility of

the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities Exchange Commission and the PCAOB.

(the “Company”) as of October 31, 2021

and 2020, and the related consolidated statements of operations, equity, and cash flows for each of the two years in the period ended

October 31, 2021, and the related notes (collectively, the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the consolidated financial position of the Company as of October 31, 2021

and 2020, and the consolidated results of its operations and its cash flows for each of the years in the two year period ended October

31, 2021, in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities Exchange Commission and

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

1 unchanged sentence

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence supporting the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating

the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of

the consolidated financial statements.

Such procedures included examining, on a test basis, evidence

supporting the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Haskell & White LLP

have served as the Company’s auditor since 2013.

January 7, 2021

Audit Matters

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that

was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are

not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or

disclosures to which it relates.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

Value of Stock Options – Refer to Note 5 to the Consolidated Financial Statements

Audit Matter Description:

Company uses the Black-Scholes option-pricing model to estimate the fair value of its time-based stock options.

The Black-Scholes option-pricing

model involves the use of significant estimates, including the following:

dividend yield;

interest rate;

share price volatility;

life of the award.

Additionally,

the Company uses the Monte-Carlo simulation option-pricing model to estimate the fair value of its market condition stock options.

Monte Carlo simulation option-pricing model calculates multiple potential outcomes for an award and establishes a fair value based on

the most likely outcome.

Key assumptions for the Monte-Carlo simulation option-pricing model include:

interest rate;

share price volatility;

the significant estimates involved in estimating the fair value of stock options, the related audit effort in evaluating management’s

estimates in determining the inputs to fair value stock option models was extensive and required a high degree of auditor judgment.

the Critical Audit Matter was Addressed in the Audit:

obtained an understanding over management’s process to estimate the fair value of stock options, including how each of the estimates

required are developed to utilize the Black-Scholes and Monte-Carlo simulation option-pricing models.

We applied the following audit

procedures related to testing management’s estimates utilized in the option-pricing models:

performed a look-back at the Company’s previously issued dividends, noting there were

We inquired with management who informed us that no future dividends were currently

compared the Company’s risk-free interest rate used to the comparable United States

treasury yield for a term comparable to the stock options’ expected term.

recalculated the Company’s historical share price volatility for a term comparable

to the stock options’ expected term.

recalculated the expected term of stock options granted to employees and non-employee directors

using the simplified method, whereby, the expected term equals the average of the vesting

term and the original contractual term of the option.

performed inquiries with the independent third-party valuation specialist assisting the Company

with the Monte-Carlo simulation to ensure the inputs used in the calculation, the fair value

of the awards, and the expected vesting periods, were reasonable.

have served as the Company’s auditor since 2013

BIOSCIENCES, INC.

2 unchanged sentences

and cash equivalents

Short–term

investments in certificates of deposit

expenses and other current assets

current assets

and equipment, net of accumulated depreciation of $-0- and $95,015, respectively

lease right-of-use asset

1 unchanged sentence

current liabilities

lease liability, non-current

and contingencies (Note 7)

Shareholders’

stock, par value $100 per share;

19,860 shares authorized;

no shares issued or outstanding

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

Shareholders’

stock, par value $ 100 per

19,860 shares

issued or outstanding

A convertible preferred stock, par value $ 100

shares authorized;

no shares issued or outstanding

stock, par value $.01 per share;

100,000,000 and 48,000,000

shares authorized, respectively;

shares issued or outstanding

stock, par value $ .01 per

100,000,000 shares

30,050,894 and

shares issued and outstanding, respectively

24,248,695 shares

issued and outstanding, respectively

paid-in capital

1 unchanged sentence

( 191,835,618 )

shareholders’

shareholders’ equity

Noncontrolling

8 unchanged sentences

royalties, contingent legal fees, litigation and licensing expenses

and development expenses (including non-cash share based

compensation expenses of $1,484,545 and $2,825,630, respectively)

and administrative expenses (including non-cash share based

compensation expenses of $2,652,915 and $2,888,115,

and development expenses (including non-cash share based compensation expenses of $ 4,165,668

and $ 1,484,545 ,

respectively)

in carrying amount of patent assets (Note 2)

and administrative expenses (including non-cash share based compensation expenses of $ 3,892,410

and $ 2,652,915 ,

respectively)

operating costs and expenses

1 unchanged sentence

( 13,135,692 )

on disposal of property and equipment

( 9,978,202 )

(loss) on disposal of property and equipment

( 13,127,923 )

( 10,092,363 )

Net loss attributable to noncontrolling interest

9 unchanged sentences

THE YEARS ENDED OCTOBER 31, 2021 AND 2020

Shareholders’

October 31, 2019

1 unchanged sentence

$ ( 181,817,263 )

$ ( 422,975 )

option compensation to employees and directors

options and warrants issued to consultants

restricted stock award to employee

restricted stock award to employee, shares

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

derivative complaint settlement

stock issued in a public offering, net of offering expenses of $2,208,150

stock issued in a public offering, net of offering expenses of $2,208,150, shares

stock issued in an at-the-market offering, net of offering expenses of $ 362,918

received on sale of common stock held by ZQX Advisors, LLC

( 10,018,355 )

( 10,092,363 )

October 31, 2020

1 unchanged sentence

$ ( 191,835,618 )

$ ( 496,983 )

option compensation to employees and directors

options issued to consultants

restricted stock award to employee

( 1,500,000 )

options and warrants issued to consultants

stock issued upon exercise of stock options

stock issued pursuant to employee stock purchase plan

stock issued in at-the-market offering

stock issued in a public offering, net of offering expenses of $ 2,208,150

stock issued in an at-the-market offering, net of offering expenses of $ 340,775

received on sale of common stock held by

received on sale of common stock held by ZQX Advisors, LLC

( 12,954,400 )

( 13,127,923 )

October 31, 2021

1 unchanged sentence

$ ( 204,790,018 )

$ ( 670,506 )

accompanying notes are an integral part of these statements.

2 unchanged sentences

STATEMENTS OF CASH FLOWS

For the years ended October 31,

Cash flows from operating activities:

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

the years ended October 31,

flows from operating activities:

Reconciliation

of net loss to net cash used in operating activities:

$ ( 13,127,923 )

$ ( 10,092,363 )

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

Amortization of patents

Depreciation of property and equipment

option compensation to employees and directors

options and warrants issued to consultants

of property and equipment

loss on disposal of property and equipment

Amortization of operating lease right-of-use asset

Impairment in carrying amount of patent assets

Change in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable

Accrued expenses

Operating lease liability

Net cash used in operating activities

Cash flows from investing activities:

Disbursements to acquire short-term investments in certificates of deposit

Proceeds from maturities of short-term investments in certificates of deposit

Purchase of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from sale of common stock in at-the-market offering

Proceeds from sale of common stock pursuant to employee stock purchase plan

Proceeds from settlement of shareholder derivative complaint

Proceeds from exercise of stock options and warrants

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplemental cash flow information:

Cash proceeds from interest income

of operating lease right-of-use asset

in operating assets and liabilities:

expenses and other current assets

lease liability

cash used in operating activities

( 4,936,881 )

( 6,175,671 )

flows from investing activities:

Disbursements

to acquire short-term investments

( 16,498,895 )

( 5,010,000 )

from maturities of short-term investments

from sale of equipment

received on sale of common stock by ZQX Advisors, LLC

of property and equipment

cash used in investing activities

( 3,917,675 )

flows from financing activities:

from sale of common stock in a public offering, net of expenses

from sale of common stock in an at-the-market offering, net of expenses

from sale of common stock pursuant to employee stock purchase plan

from exercise of stock options

cash provided by financing activities

increase in cash and cash equivalents

and cash equivalents at beginning of year

and cash equivalents at end of year

cash flow information:

proceeds from interest income

Supplemental disclosure of non-cash investing activity:

Disposal of fully depreciated property and equipment

Supplemental disclosure of non-cash financing activity:

Note receivable issued for settlement of shareholder derivative complaint

Operating lease

right-of-use asset

$ ( 259,479 )

disclosure of non-cash financing activities:

lease liability

value of warrants issued in connection with public offering

accompanying notes are an integral part of these statements.

2 unchanged sentences

TO CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS AND FUNDING

used herein, “we,”

“us,”

“our,”

the “Company”

or “Anixa”

Biosciences, Inc.

used herein, “we,” “us,” “our,” the “Company” or “Anixa” means Anixa Biosciences,

and its consolidated subsidiaries.

Our primary operations involve developing therapies and vaccines that are

focused on critical unmet needs in oncology and infectious disease.

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 the

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

viral protein functions of the virus.

Our vaccine programs include the development of a vaccine against triple negative breast

cancer (“TNBC”), the most lethal form of breast cancer, and a vaccine against ovarian cancer.

subsidiary, Certainty Therapeutics, Inc.

(“Certainty”), is developing immuno-therapy drugs against cancer.

holds an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by The Wistar Institute

(“Wistar”) relating to Wistar’s CAR-T technology.

We have initially focused on the development of a treatment

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.

Certainty, in collaboration with the H.

Lee Moffitt Cancer Center and Research Institute, Inc.

(“Moffitt”),

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

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 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.

We are working with researchers at OntoChem and

other collaboration partners to advance the compounds discovered through this screening process toward human clinical testing.

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.

We are working with researchers and clinicians at Cleveland Clinic to prepare for treatment

of patients in a Phase 1a clinical trial.

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 extracellular domain of anti-Mullerian hormone receptor II (“AMHR2-ED”).

In healthy 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, AMHR2-ED is expressed at high levels in the ovaries of postmenopausal women with ovarian cancer.

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

Anixa Biosciences, Inc., incorporated on November 5, 1982 under the laws of the State of Delaware,

is a biotechnology company developing therapies and vaccines that are focused on critical unmet needs in oncology and infectious disease.

Our therapeutics programs include the development of a chimeric endocrine receptor T-cell therapy, a novel form of chimeric antigen receptor

T-cell (“CAR-T”) technology, initially focused on treating ovarian cancer which we are developing through a subsidiary, Certainty

Therapeutics, Inc.

(“Certainty”), 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 preventative

vaccine against triple negative breast cancer (“TNBC”), the most lethal form of breast cancer, as well as other forms of

breast cancer, and a preventative vaccine against ovarian cancer.

September 2017 we formed Certainty to develop immuno-therapy drugs against cancer.

Certainty holds an exclusive worldwide, royalty-bearing

license to use certain intellectual property owned or controlled by The Wistar Institute (“Wistar”) relating to Wistar’s

CAR-T technology.

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.

In addition, in November 2017, we entered into a collaboration with the H.

Lee Moffitt Cancer Center

and Research Institute, Inc.

(“Moffitt”) to advance our CAR-T therapy toward human clinical trials.

April 2020, we entered into a collaboration with OntoChem GmbH (“OntoChem”), which subsequently assigned its rights and obligations

under the collaboration to MolGenie GmbH (“MolGenie”), a company spun-out from OntoChem focused on drug discovery and development,

to discover and develop anti-viral drug candidates against COVID-19.

In July 2019, we entered into 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 Clinic, and we are working in collaboration with Cleveland

Clinic to develop a method to vaccinate women against contracting breast cancer, focused specifically on TNBC.

Further, in October 2020,

we executed a license agreement with Cleveland Clinic pursuant to which we were 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.

July 2020, 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 and ovarian cancer vaccines, our COVID-19 therapeutic program and

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

As part of our legacy operations, the Company remains 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.

BIOSCIENCES, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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 and ovarian cancer vaccines, our COVID-19 therapeutic discovery

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

As part of our legacy operations, the Company

remains 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.

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

from the settlement of litigation.

We have not generated any revenue to date from our therapeutics or vaccine programs.

while we pursue our therapeutics and vaccine programs, we may also make investments in and form new companies to develop additional

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, and may depend on positive results from human clinical

on currently available information as of January 7, 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.

We have implemented

a business model that conserves funds by collaborating with third parties to develop our technologies.

However, our projections

of future cash needs and cash flows may differ from actual results.

If current cash on hand, cash equivalents, short term investments

and cash that may be generated from our business operations are insufficient to continue to operate our business, or if we elect

to invest in or acquire a company or companies or new technology or technologies that are synergistic with or complementary to

our technologies, we may be required to obtain more working capital.

the 2021 fiscal year as well as the past several years, our revenue, if any, was derived from technology licensing and the sale of patented

technologies, including revenue from the settlement of litigation.

We have not generated any revenue to date from our therapeutics or

vaccine programs.

In addition, while we pursue our therapeutics and vaccine programs, we may also make investments in and form new companies

to develop additional 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 January 4, 2022, we believe that our existing cash, cash equivalents, short-term investments

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

We have implemented a business

model that conserves funds by collaborating with third parties to develop our technologies.

However, our projections of future cash needs

and cash flows may differ from actual results.

If current cash on hand, cash equivalents, short-term investments and cash that may be

generated from our business operations are insufficient to continue to operate our business, or if we elect to invest in or acquire a

company or companies or new technology or technologies that are synergistic with or complementary to our technologies, we may be required

to obtain more working capital.

During fiscal year 2021, we raised approximately $ 20,292,000 ,

net of expenses, through at-the-market equity offerings of 3,854,305 shares of common stock.

This 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 $8,839,000, net of expenses, through the sale of 3,742,067 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 $40,811,000 of common

We may 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.

net of expenses, through a public offering in which we sold an aggregate of 4,285,715

shares of common stock and approximately $ 10,834,000 ,

net of expenses, through an at-the-market equity program in which we sold an aggregate of 2,806,410

shares of common stock.

Our at-the-market equity

program was terminated on June 16, 2021.

We may seek to obtain working capital during our fiscal year 2022 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 will 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.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 SIGNIFICANT ACCOUNTING POLICIES

of Presentation

1 unchanged sentence

and its wholly and majority owned subsidiaries.

All intercompany transactions have been eliminated.

intercompany transactions have been eliminated.

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 two years ended October 31, 2020:

Balance October 31, 2018

Net loss attributable to noncontrolling interest

Balance October 31, 2019

Net loss attributable to noncontrolling interest

Balance October 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 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 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

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 two years ended October 31, 2021:

OF CHANGES IN NONCONTROLLING INTEREST

October 31, 2019

$ ( 422,975 )

loss attributable to noncontrolling interest

October 31, 2020

loss attributable to noncontrolling interest

October 31, 2021

$ ( 670,506 )

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

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.

revenue recognition policy requires us to make certain judgments and estimates in connection with the accounting for revenue.

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

revenue arrangements generally 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.

(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

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.

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 and consulting and other expenses paid to third-parties.

These costs are

included under the caption “Operating costs and expenses” in the accompanying 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 immuno-therapy drugs against cancer, developing anti-viral drug candidates for COVID-19,

developing our breast cancer vaccine, developing our ovarian cancer vaccine, and developing a platform for non-invasive blood tests for

early cancer detection (such development having been suspended in fiscal year 2020), are expensed in the consolidated financial statements

in the year incurred.

BIOSCIENCES, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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 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, development of our ovarian cancer vaccine

and development of anti-viral drug candidates for COVID-19, are expensed in the consolidated financial statements in the year

Value Measurements

Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”

(“ASC 820”) defines

fair value, establishes a framework for measuring fair value under U.S.

generally accepted accounting principles (GAAP), and expands

disclosures about fair value measurements.

In accordance with ASC 820, we have categorized our financial assets and liabilities,

based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based

on the lowest level input that is significant to the fair value measurement of the instrument.

Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value,

establishes a framework for measuring fair value under U.S.

generally accepted accounting principles (GAAP), and expands disclosures

about fair value measurements.

In accordance with ASC 820, we have categorized our financial assets and liabilities, based on the priority

of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

If the inputs used to measure the

financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant

to the fair value measurement of the instrument.

assets and liabilities recorded in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation

techniques as follows:

Financial instruments whose values are based on unadjusted quoted prices for identical assets or liabilities in an active

market which we have the ability to access at the measurement date.

Financial instruments whose values are based on quoted market prices in markets where trading occurs infrequently or

whose values are based on quoted prices of instruments with similar attributes in active markets.

1 – Financial instruments whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market

which we have the ability to access at the measurement date.

2 – Financial instruments whose values are based on quoted market prices in markets where trading occurs infrequently or whose

values are based on quoted prices of instruments with similar attributes in active markets.

3 – Financial instruments whose values are based on prices or valuation techniques that require inputs that are both unobservable

and significant to the overall fair value measurement.

These inputs reflect management’s own assumptions about the assumptions

a market participant would use in pricing the instrument.

following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2021:

OF HIERARCHY OF FINANCIAL ASSETS

market funds:

and cash equivalents

term investments

and cash equivalents

treasury bills:

term investments

financial assets

BIOSCIENCES, INC.

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

Money market funds:

Cash and cash equivalents

Certificates of deposit:

Cash and cash equivalents

Short term investments

Total financial assets

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

Money market funds:

Cash and cash equivalents

Certificates of deposit:

Cash and cash equivalents

Short term investments

Total financial assets

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

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

market funds:

and cash equivalents

term investments

financial assets

non-financial assets that are measured on a non-recurring basis are property and equipment and 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 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

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.

and Cash Equivalents

equivalents consists of highly liquid, short-term investments with original maturities of three months or less when purchased.

October 31, 2020 and 2019, we had certificates of deposit with maturities greater than 90 days and less than 12 months when acquired

of $2,640,000 and $2,350,000, respectively, that were classified as short-term investments and reported at fair value.

only identifiable intangible assets are patents and patent rights.

We capitalize patent and patent rights acquisition costs and

amortize the cost over the estimated economic useful life.

No patent acquisition costs were capitalized during the years ended

October 31, 2020 and 2019.

We recorded patent amortization expense of $-0- and approximately $419,000, respectively, during the

years ended October 31, 2020 and 2019.

evaluating the carrying amount of capitalized patents at January 31, 2019, we determined that a write-down of the carrying amount

of approximately $419,000, to a carrying value of approximately $168,000, should be recorded as of January 31, 2019.

The write-down

was based on estimated undiscounted future cash flows of the capitalized patents compared to the carrying value.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

estimates of future cash flows was based on our most recent assessment of the market for potential licensees, as well as the status

of ongoing negotiations with potential licensees.

While we may be able to generate future cash flows from this patent portfolio,

as of October 31, 2020 and 2019, we could not reasonably determine an estimate of any such future cash flows.

The carrying value

of capitalized patents is $-0- as of October 31, 2020 and 2019.

October 31, 2021 and 2020, we had certificates of deposit and United States treasury bills with maturities greater than 90 days and less

than 12 months when acquired of $ 6,599,595

and $ 2,640,000 ,

respectively, that were classified as short-term investments and reported at fair value.

and equipment

capitalized computers and test equipment used in our cancer diagnostics and therapeutics programs and charged depreciation on

a straight-line basis over 60 months.

Equipment purchases during the years ended October 31, 2020 and 2019 were approximately

$16,000 and $175,000, respectively.

We recorded depreciation expense of approximately $38,000 and 48,000, respectively, during

the years ended October 31, 2020 and 2019.

As a result of the suspension of operations of our subsidiary, Anixa Diagnostics Corporation,

as discussed in Note 1, we recorded a loss on disposal of property and equipment of approximately $148,000 during the year ended

October 31, 2020.

recognize deferred tax assets and liabilities for the estimated future tax effects of events that have been recognized in our

financial statements or tax returns.

Under this method, deferred tax assets and liabilities are determined based on the difference

between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which

the differences are expected to reverse.

A valuation allowance is established, when necessary, to reduce deferred tax assets to

the amount expected to be realized.

a result of the suspension of operations of our subsidiary, Anixa Diagnostics Corporation, as discussed in Note 1, we recorded a gain

of approximately $ 5,000

during the year ended October 31, 2021 and a loss of approximately

$ 148,000 during

the year ended October 31, 2020, on disposal of property and equipment

recognize deferred tax assets and liabilities for the estimated future tax effects of events that have been recognized in our financial

statements or tax returns.

Under this method, deferred tax assets and liabilities are determined based on the difference between the

financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are

expected to reverse.

A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be

maintain stock equity incentive plans under which we may grant non-qualified stock options, incentive stock options, stock appreciation

rights, stock awards, performance awards and stock units to employees, non-employee directors and consultants.

Option Compensation Expense

account for stock options granted to employees and directors using the accounting guidance in ASC 718 “Stock Compensation”

(“ASC 718”).

In accordance with ASC 718, we estimate the fair value of service-based options on the date of grant,

using the Black-Scholes pricing model.

We recognize compensation expense for stock option awards over the requisite or implied

service period of the grant.

We recorded stock-based compensation expense, related to service-based stock options granted to employees

and directors, of approximately $3,923,000 and $3,185,000, during the years ended October 31, 2020 and 2019, respectively.

in stock-based compensation cost for service-based options granted to employees and directors during the years ended October 31,

2020 and 2019 was approximately $3,011,000 and $3,166,000, respectively, related to the amortization of compensation cost for

stock options granted in prior periods but not yet vested.

As of October 31, 2020, there was unrecognized compensation cost related

to non-vested service-based stock options granted to employees and directors of approximately $2,605,000, which will be recognized

over a weighted-average period of 1.5 years.

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TO CONSOLIDATED FINANCIAL STATEMENTS

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

stock exceeding certain price targets, we use a Monte Carlo Simulation in estimating the fair value at grant date and recognize

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

On May 8, 2018, we issued market condition options to

purchase 1,500,000 shares of common stock, to our Chairman, President and Chief Executive Officer, vesting at target trading prices

of $5.00 to $8.00 per share before May 31, 2021, with implied service periods of three to seven months.

The assumptions used in

the Monte Carlo Simulation were stock price on date of grant and exercise price of $3.70, contract term of 10 years, expected

volatility of 119.6% and risk-free interest rate of 2.97%.

We recorded stock-based compensation expense related to market condition

stock options granted to employees of $-0- and approximately $376,000 during the years ended October 31, 2020 and 2019, respectively,

which included $-0- and approximately $376,000, respectively, of expense related to the amortization of compensation cost for

stock options granted in prior periods but not yet vested.

As of October 31, 2020, there was no unrecognized compensation cost

related to market condition stock options.

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 U.S.

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.

recorded consulting expense, related to service based and performance-based stock options granted to consultants, during the years

ended October 31, 2020 and 2019 of approximately $215,000 and $113,000, respectively.

Included in stock-based consulting expense

for the years ended October 31, 2020 and 2019 was approximately $123,000 and $99,000, respectively, related to compensation cost

for stock options granted in prior periods but not yet vested.

As of October 31, 2020, there was unrecognized consulting expense

related to non-vested stock options granted to consultants, related to service-based options of approximately $340,000, which

will be recognized over a weighted-average period of --1.9 years.

Value Determination

use the Black-Scholes pricing model in estimating the fair value of stock options granted to employees, directors and consultants

which vest over a specific period of time.

The stock options we granted during each of the years ended October 31, 2020 and 2019

consisted of awards with 5-year and 10-year terms that vest over 12 to 36 months.

Option Compensation Expense

account for stock options granted to employees, directors and consultants using the accounting guidance in ASC 718, Stock Compensation

We estimate the fair value of service-based stock options on the date of grant, using the Black-Scholes pricing

model, and recognize compensation expense over the requisite service period of the grant.

recorded stock-based compensation expense, related to service-based stock options granted to employees and directors, of approximately

and $ 3,923,000 ,

during the years ended October 31, 2021 and 2020, respectively.

Included in stock-based compensation cost for service-based options granted

to employees and directors during the years ended October 31, 2021 and 2020 was approximately $ 1,841,000

and $ 3,011,000 ,

respectively, related to the amortization of compensation cost for stock options granted in prior periods but not yet vested.

As of October

31, 2021, there was unrecognized compensation cost related to non-vested service-based stock options granted to employees and directors

of approximately $ 5,490,000 ,

which will be recognized over a weighted-average period of 2.2

stock options that vest based on market conditions, such as the trading price of the Company’s common stock exceeding certain price

targets, we use a Monte Carlo Simulation in estimating the fair value at grant date and recognize compensation expense over the implied

service period (median time to vest).

On May 8, 2018, we issued market condition stock options to purchase 1,500,000

shares of common stock, to our Chairman, President

and Chief Executive Officer, vesting at target trading prices of $ 5.00

per share before May

31, 2021 , with implied service periods of three

The assumptions used in the Monte Carlo

Simulation for the May 18, 2018 grant were stock price on date of grant and exercise price of $ 3.70 ,

contract term of 10

years, expected volatility of 119.6 %

and risk-free interest rate of 2.97 %.

In October 2018, the first tranche of 500,000

shares of market condition options became exercisable

upon achieving an average closing price above $ 5.00

per share for twenty

consecutive trading days.

The remaining tranches

did not vest as of May 31, 2021 and expired.

June 1, 2021, our Chairman, President and Chief Executive Officer and our Chief Operating Officer and Chief Financial Officer were awarded

market condition stock options for 2,000,000

shares and 100,000

shares of common stock, respectively, that vest

in four equal installments upon the Company’s share price achieving targets ranging from $ 5.00

per share, with implied service periods of three

to fifteen months.

The assumptions used in the Monte Carlo Simulation for the June 1, 2021 grants were stock price on date of grant and

exercise price of $ 4.02 ,

contract term of 10

years, expected volatility of 75 %

and risk-free interest rate of 1.62 %.

As of October 31, 2021, 500,000

shares and 25,000

shares granted to our Chairman, President and

Chief Executive Officer and our Chief Operating Officer and Chief Financial Officer, respectively, have vested.

recorded stock-based compensation expense related to market condition stock options granted to employees of approximately $ 3,972,000

during the year ended October 31, 2021, which

amount did not include any expense related to the amortization of compensation cost for stock options granted in prior periods.

not record any compensation expense related to market condition stock options during the year ended October 31, 2020.

As of October 31,

2021, there was unrecognized compensation cost related to market condition stock options granted to employees of approximately $ 2,537,000 ,

which will be recognized over a weighted-average period of 0.62

recorded consulting expense, related to service-based stock options granted to consultants, during the years ended October 31, 2021 and

2020 of approximately $ 460,000

and $ 215,000 ,

respectively.

Included in stock-based consulting expense for the years ended October 31, 2021 and 2020 was approximately $ 103,000

and $ 123,000 ,

respectively, related to compensation cost for stock options granted in prior periods but not yet vested.

As of October 31, 2021, there

was unrecognized consulting expense related to non-vested service-based stock options granted to consultants of approximately $ 900,000 ,

which will be recognized over a weighted-average period of 2.1

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TO CONSOLIDATED FINANCIAL STATEMENTS

following weighted average assumptions were used in estimating the fair value of stock options granted during the years ended

October 31, 2020 and 2019:

Ended October 31,

Weighted average fair value at grant date

Valuation assumptions:

Expected life (years)

Expected volatility

Risk-free interest rate

Expected dividend yield

Value Determination

use the Black-Scholes pricing model in estimating the fair value of stock options granted to employees, directors and consultants which

vest over a specific period of time.

The stock options we granted during each of the years ended October 31, 2021 and 2020 consisted

of awards with 5 -year

terms that vest over 12

following weighted average assumptions were used in estimating the fair value of stock options granted during the years ended October

31, 2021 and 2020:

OF WEIGHTED AVERAGE ASSUMPTIONS USED IN ESTIMATING FAIR VALUE OF STOCK OPTIONS

the Year Ended October 31,

average fair value at grant date

interest rate

dividend yield

expected term of stock options represents the weighted average period the stock options are expected to remain outstanding.

employees and directors, we use the simplified method, which is a weighted average of the vesting term and contractual term, to

determine expected term.

The simplified method was adopted since we do not believe that historical experience is representative

of future performance because of the impact of the changes in our operations and the change in terms from historical options which

vested immediately to terms including vesting periods of up to three years.

For consultants we use the contract term for expected

Under the Black-Scholes pricing model, we estimated the expected volatility of our shares of common stock based upon the

historical volatility of our share price over a period of time equal to the expected term of the options.

We estimated the risk-free

interest rate based on the implied yield available on the applicable grant date of a U.S.

Treasury note with a term equal to the

expected term of the underlying grants.

We made the dividend yield assumption based on our history of not paying dividends and

our expectation not to pay dividends in the future.

For employees

and directors, we use the simplified method, which is a weighted average of the vesting term and contractual term, to determine expected

The simplified method was adopted since we do not believe that historical experience is representative of future performance because

of the impact of the changes in our operations.

For consultants we use the contract term for expected term.

Under the Black-Scholes pricing

model, we estimated the expected volatility of our shares of common stock based upon the historical volatility of our share price over

a period of time equal to the expected term of the options.

We estimated the risk-free interest rate based on the implied yield available

on the applicable grant date of a U.S.

Treasury note with a term equal to the expected term of the underlying grants.

We made the dividend

yield assumption based on our history of not paying dividends and our expectation not to pay dividends in the future.

ASC 718, the amount of stock-based compensation expense recognized is based on the portion of the awards that are ultimately expected

Accordingly, if deemed necessary, we reduce the fair value of the stock option awards for expected forfeitures, which

are forfeitures of the unvested portion of surrendered options.

Based on our historical experience and future expectations, we

have not reduced the amount of stock-based compensation expenses for anticipated forfeitures.

will reconsider use of the Black-Scholes pricing model if additional information becomes available in the future that indicates

another model would be more appropriate.

If factors change and we employ different assumptions in the application of ASC 718 in

future periods, the compensation expense that we record under ASC 718 may differ significantly from what we have recorded in the

current period.

Accordingly, if deemed necessary, we reduce the fair value of the stock option awards for expected forfeitures, which are forfeitures

of the unvested portion of surrendered options.

Based on our historical experience and future expectations, we have not reduced the amount

of stock-based compensation expenses for anticipated forfeitures.

will reconsider use of the Black-Scholes pricing model if additional information becomes available in the future that indicates another

model would be more appropriate.

If factors change and we employ different assumptions in the application of ASC 718 in future periods,

the compensation expense that we record under ASC 718 may differ significantly from what we have recorded in the current period.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Award Compensation Expense

account for stock awards granted to employees and directors in accordance with ASC 718.

On May 8, 2018, a restricted stock award

of 1,500,000 shares of common stock was granted to our Chairman, President and Chief Executive Officer.

The restricted stock award

vests in its entirety upon achievement of a target trading price of $11.00 per share of the Company’s common stock before

May 31, 2021.

For restricted stock awards vesting upon achievement of a price target of our common stock we use a Monte Carlo

Simulation in estimating the fair value at grant date and recognize compensation cost over the implied service period (median

account for stock awards granted to employees, directors and consultants in accordance with ASC 718.

On May 8, 2018, a restricted stock

award of 1,500,000

shares of common stock was granted to our Chairman,

President and Chief Executive Officer.

The restricted stock award was to vest in its entirety upon achievement of a target trading price

per share of the Company’s common stock

The restricted stock award did not

vest as of May 31, 2021 and expired.

For restricted stock awards vesting upon achievement of a price target of our common stock we use

a Monte Carlo Simulation in estimating the fair value at grant date and recognize compensation cost over the implied service period (median

time to vest).

The assumptions used in the Monte Carlo Simulation were stock price on date of grant of $3.70, contract term of

3.06 years, expected volatility of 128.8% and risk-free interest rate of 2.66%.

During the years ended October 31, 2020 and 2019

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

The assumptions used in the Monte Carlo Simulation were stock price on date of grant of $ 3.70 ,

contract term of 3.06

years, expected volatility of 128.8 %

and risk-free interest rate of 2.66 %.

We did not record any compensation expense related to the restricted stock award during the years ended October 31, 2021 and 2020.

did not issue any stock awards during the years ended October 31, 2021 and 2020.

As of October 31, 2020, there was no unrecognized

compensation cost related to the restricted stock awards.

As of October 31, 2021, there was no unrecognized compensation

cost related to the restricted stock awards.

warrants granted to consultants for services rendered we estimate the fair value using the Black-Scholes pricing model on the date of

During the years ended October 31, 2021 and 2020 we recorded consulting expense, based on the fair value, of approximately $ 96,000

respectively, for warrants granted to consultants.

Loss Per Share of Common Stock

accordance with ASC 260, Earnings Per Share, basic net loss per common share (“Basic EPS”) is computed by dividing net loss

by the weighted average number of common shares outstanding.

Diluted net loss per common share (“Diluted EPS”) is computed

by dividing net loss by the weighted average number of common shares and dilutive common share equivalents and convertible securities

then outstanding.

Diluted EPS for all years presented is the same as Basic EPS, as the inclusion of the effect of common share equivalents

then outstanding would be anti-dilutive.

For this reason, excluded from the calculation of Diluted EPS for the years ended October 31,

2021 and 2020 were options to purchase 10,770,626

shares and 7,952,195

shares, respectively, and warrants to purchase

shares and 560,000

shares, respectively.

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

Estimates and assumptions are used for, but not limited to, determining stock-based compensation, asset impairment evaluations,

tax assets and liabilities, license fee revenue, the allowance for doubtful accounts, depreciation lives and other contingencies.

results could differ from those estimates.

of Recently Issued Pronouncements

January 2020, the FASB issued Accounting Standards Update 2020-01 (“ASU 2020-01”) Investments-Equity Securities (Topic 321),

Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).

The amendments in ASU 2020-01 clarify

certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments

under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity

security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of

the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value

option in accordance with Topic 825, Financial Instruments.

These amendments improve current GAAP by reducing diversity in practice and

increasing comparability of the accounting for these interactions.

The amendments in this update are effective for fiscal years beginning

after December 15, 2020, and interim periods within those fiscal years.

The adoption of this standard will not have a material impact

on our consolidated financial statements and related disclosures.

BIOSCIENCES, INC.

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warrants granted to consultants for services rendered we estimate the fair value using the Black-Scholes pricing model on the

date of grant.

During the years ended October 31, 2020 and 2019 we recorded consulting expense, based on the fair value, of $-0-

and approximately $85,000, respectively, for warrants granted to consultants.

Loss Per Share of Common Stock

accordance with ASC 260, “Earnings Per Share”, basic net loss per common share (“Basic EPS”) is computed

by dividing net loss by the weighted average number of common shares outstanding.

Diluted net loss per common share (“Diluted

EPS”) is computed by dividing net loss by the weighted average number of common shares and dilutive common share equivalents

and convertible securities then outstanding.

Diluted EPS for all years presented is the same as Basic EPS, as the inclusion of

the effect of common share equivalents then outstanding would be anti-dilutive.

For this reason, excluded from the calculation

of Diluted EPS for the years ended October 31, 2020 and 2019 were options to purchase 7,952,195 and 7,632,068 shares, respectively,

and warrants to purchase 560,000 shares and 525,000 shares, respectively.

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the reporting period.

Estimates and assumptions are used for, but not limited to, determining stock-based compensation,

asset impairment evaluations, tax assets and liabilities, license fee revenue, the allowance for doubtful accounts, depreciation

lives and other contingencies.

Actual results could differ from those estimates.

of Recently Issued Pronouncements

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

Accounting Standards Codification Topic 842, Leases (“ASC 842”), which supersedes Topic 840, Leases, and which requires

lessees to recognize most leases on the balance sheet.

The new lease standard does not substantially change lessor accounting.

For public companies, the standard was effective for the first interim reporting period within annual periods beginning after

December 15, 2018, although early adoption was permitted.

Lessees and lessors were required to apply the new standard at the beginning

of the earliest period presented in the financial statements in which they first apply the new guidance.

In July 2018, FASB issued

ASU 2018-11, Leases, which provides an additional transition option for an entity to apply the provisions of ASC 842 by recognizing

a cumulative effect adjustment at the effective date of adoption without adjusting the prior comparative periods presented.

requirements of this standard include a significant increase in required disclosures.

The Company adopted ASU 2016-02 on November

The adoption of this standard did not have a material impact on our consolidated financial statements.

See Note 5 regarding

the accounting and disclosures related to our office lease.

August 2020, the FASB issued Accounting Standards Update 2020-06 (“ASU 2020-06”), Accounting for Convertible Instruments

and Contracts in an Entity’s Own Equity.

The amendments in ASU 2020-06 include guidance on convertible instruments and the derivative

scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include

beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20.

Additionally, ASU

2020-06 will require entities to use the “if-converted” method when calculating diluted earnings per share for convertible

The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods

within those fiscal years.

We do not expect the adoption of this standard to have a material impact on our consolidated financial statements

and related disclosures.

May 2021, the FASB issued Accounting Standards Update 2021-04 (“ASU No.

2021-04”), Issuer’s Accounting for Certain

Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.

The guidance in ASU 2021-04 requires the issuer to

treat a modification of an equity-classified written call option (the “option”) that does not cause the option to become

liability-classified as an exchange of the original option for a new option.

This guidance applies whether the modification is structured

as an amendment to the terms and conditions of the option or as termination of the original option and issuance of a new option.

amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal

We do not expect the adoption of this standard to have a material impact on our consolidated financial statements and related

October 2021, the FASB issued Accounting Standards Update 2021-08 (“ASU No.

2021-08”), Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to require that an acquirer recognize and measure

contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with

At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it

had originated the contracts.

The amendments in this update should be applied prospectively and are effective for fiscal years beginning

after December 15, 2022, including interim periods within those fiscal years.

We do not expect the adoption of this standard to have

a material impact on our consolidated financial statements and related disclosures.

Concentration

of Credit Risks

instruments that potentially subject us to concentrations of credit risk are cash equivalents, short-term investments and accounts

instruments that potentially subject us to concentrations of credit risk are cash equivalents, short-term investments and accounts receivable.

Cash equivalents are primarily highly rated money market funds.

Short-term investments are certificates of deposit

within federally insured limits.

Short-term investments are certificates of deposit within federally insured

limits as well as U.S.

treasury bills.

Where applicable, management reviews our accounts receivable and other receivables for potential

doubtful accounts and maintains an allowance for estimated uncollectible amounts.

Our policy is to write-off uncollectable amounts

at the time it is determined that collection will not occur.

One licensee accounted for 100% of revenues from patent licensing

activities during fiscal year 2019.

Our policy is to write-off uncollectable amounts at

the time it is determined that collection will not occur.

One licensee accounted for 100% of revenues from patent licensing activities

during fiscal year 2021.

March 25, 2021, the Company completed a public offering in which we sold an aggregate of 4,285,715

shares of its common stock, which represented

of the Company’s outstanding shares at the time of the offering, at a public offering price of $ 5.25

The Company realized net proceeds

of approximately $ 20,292,000

from the public offering, after deducting underwriting

discounts and deal expenses.

In connection with the public offering, the Company issued to certain designees of the underwriter, as compensation,

warrants expiring on March

22, 2026 , to purchase 300,000

shares of common stock exercisable for $ 6.5625

BIOSCIENCES, INC.

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ACCRUED EXPENSES

liabilities consist of the following as of:

Payroll and related expenses

Accrued royalty and contingent legal fees

Accrued collaborative research and license expense

Accrued other

SHAREHOLDERS’

the year ended October 31, 2020, we had three stock option plans:

OF ACCRUED EXPENSES

and related expenses

royalty and contingent legal fees

collaborative research and license expense

SHAREHOLDERS’

the year ended October 31, 2021, we had two 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 the Anixa Biosciences,

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.

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

the years ended October 31, 2020 and 2019, stock options to purchase 51,100 and 47,600 shares of common stock, respectively, were

exercised with aggregate proceeds of approximately $122,000 and $122,000, 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.

The exercise price with respect to all of the options granted under the

2003 Share Plan since its inception was equal to the fair market value of the underlying common stock at the grant date.

In accordance

with the provisions of the 2003 Share Plan, the plan terminated with respect to the grant of future options on April 21, 2013.

Information regarding the 2003 Share Plan for the two years ended October 31, 2020 is as follows:

Further, we had an additional stock option plan, the Anixa Biosciences, Inc.

2003 Share Incentive Plan (the “2003 Share

Plan”), under which all outstanding options expired during the year ended October 31, 2020.

the years ended October 31, 2021 and 2020, stock options to purchase 207,697

shares, net of 60,691

shares withheld on cashless exercises, and 51,100

shares of common stock, respectively, were exercised

with aggregate proceeds of approximately $ 434,000

and $ 122,000 ,

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.

The exercise price with respect to all of the options granted under the 2003 Share

Plan since its inception was equal to the fair market value of the underlying common stock at the grant date.

In accordance with the

provisions of the 2003 Share Plan, the plan terminated with respect to the grant of future options on April 21, 2013.

Information regarding

the 2003 Share Plan for the year ended October 31, 2020 is as follows:

OF OPTION ACTIVITY

Average Exercise

Price Per Share

Options Outstanding at October 31, 2018

Options Outstanding at October 31, 2019

Forfeited/Expired

Options Outstanding and Exercisable at October 31, 2020

Outstanding at October 31, 2019

Outstanding and Exercisable at October 31, 2020

BIOSCIENCES, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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

and stock units to employees, directors and consultants.

On the first business day of each calendar year the maximum aggregate

number of shares available for future issuance is replenished such that 800,000 shares are available.

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

stock units to employees, directors and consultants.

On the first business day of each calendar year the aggregate number of shares available

for future issuance is replenished such that 800,000

shares are available.

The exercise price with

respect to all of the options granted under the 2010 Share Plan was equal to the fair market value of the underlying common stock

at the grant date.

In accordance with the provisions of the 2010 Share Plan, the plan terminated with respect to the grant of

future options on July 14, 2020.

respect to all of the options granted under the 2010 Share Plan was equal to the fair market value of the underlying common stock at

the grant date.

In accordance with the provisions of the 2010 Share Plan, the plan terminated with respect to the grant of future options

on July 14, 2020.

Information regarding the 2010 Share Plan for the two years ended October 31, 2021 is as follows:

OF OPTION ACTIVITY

Average Exercise

Price Per Share

Aggregate Intrinsic

Options Outstanding at October 31, 2018

Options Outstanding at October 31, 2019

Forfeited/Expired

Options Outstanding at October 31, 2020

Options Exercisable at October 31, 2020

Intrinsic Value

Outstanding at October 31, 2019

Outstanding at October 31, 2020

Outstanding and Exercisable at October 31, 2021

following table summarizes information about stock options outstanding under the 2010 Share Plan as of October 31, 2021:

Options Outstanding

Options Exercisable

OF OUTSTANDING AND EXERCISABLE

Exercise Prices

Contractual Life

Exercise Price

Contractual Life

Exercise Price

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.

On the first business day of each calendar year the maximum

aggregate number of shares available for future issuance is replenished such that 2,000,000

shares are available.

The exercise price with

respect to all of the options granted under the 2018 Share Plan was equal to the fair market value of the underlying common stock at

the grant date.

As of October 31, 2021, the 2018 Share Plan had 1,147,937

shares available for future grants.

regarding the 2018 Share Plan for the two years ended October 31, 2021 is as follows:

OF OPTION ACTIVITY

Average Exercise

Price Per Share

Outstanding at October 31, 2019

Outstanding at October 31, 2020

( 1,392,781 )

Outstanding at October 31, 2021

Exercisable at October 31, 2021

BIOSCIENCES, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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.

On the first business day of each calendar

year the maximum aggregate number of shares available for future issuance is replenished such that 2,000,000 shares are available.

The exercise price with respect to all of the options granted under the 2018 Share Plan was equal to the fair market value of

the underlying common stock at the grant date.

As of October 31, 2020, the 2018 Share Plan had 2,388,339 shares available for

future grants.

Information regarding the 2018 Share Plan for the two years ended October 31, 2020 is as follows:

Average Exercise

Price Per Share

Aggregate Intrinsic Value

Options Outstanding at October 31, 2018

Forfeited/Expired

Options Outstanding at October 31, 2019

Forfeited/Expired

Options Outstanding at October 31, 2020

Options Exercisable at October 31, 2020

following table summarizes information about stock options outstanding under the 2018 Share Plan as of October 31, 2021:

Options Outstanding

Options Exercisable

OF OUTSTANDING AND EXERCISABLE

Exercise Prices

Contractual Life

2 unchanged sentences

Exercise Price

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 (the “Non-Plan

Options”).

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 (the “Non-Plan Options”).

regarding the Non-Plan Options for the two years ended October 31, 2021 is as follows:

OF OPTION ACTIVITY

Average Exercise

Price Per Share

Options Outstanding at October 31, 2018

Options Outstanding and Exercisable at October 31, 2019 and 2020

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Outstanding at October 31, 2019 and 2020

Outstanding and Exercisable at October 31, 2021

following table summarizes information about outstanding and exercisable Non-Plan Options as of October 31, 2021:

OF OUTSTANDING AND EXERCISABLE

Exercise Prices

Weighted Average

Contractual Life

Stock Options

August 21, 2019, the Company entered into a settlement agreement in connection with a putative shareholder derivative complaint

filed in the Court of Chancery of the State of Delaware on November 5, 2018.

Pursuant to the settlement agreement the Company

agreed, among other things, to reprice certain stock options that were repriced on September 6, 2017 to $0.67 to the option price

immediately prior to that repricing.

Accordingly, 4,000 stock options in the 2003 Share Plan with exercise prices of $2.58, 878,400

stock options in the 2010 Share Plan with exercise prices ranging from $0.96 to $5.30 and 1,046,000 Non-Plan Options with exercise

prices of $2.58, were re-priced to the option price immediately prior to the September 6, 2017 repricing.

In addition, certain

individual defendants in the derivative complaint who had exercised stock options that were re-priced in the 2017 re-pricing and

sold the underlying shares paid approximately $45,000 to the Company representing a portion of the amount received for those shares.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

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 years ended October 31, 2020 and 2019, employees purchased 11,536 and 11,650

shares, respectively, with aggregate proceeds of approximately $18,000 and $39,000, respectively.

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,

During the years ended October 31, 2021 and 2020, employees purchased 2,377

shares, respectively, with aggregate proceeds

of approximately $ 6,000

and $ 18,000 ,

respectively.

Stock Purchase Warrants

the year ended October 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.

We recorded consulting expense of approximately $85,000 during

the year ended October 31, 2019, based on the fair value of the warrant recognized on a straight-line basis over the vesting period.

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.

regarding the Company’s warrants for the two years ended October 31, 2020 is as follows:

November 1, 2019 an outstanding warrant, expiring on November 1, 2023, to purchase 25,000

shares of common stock at $ 4.04

per share, was exchanged for a stock option with

the same terms as the warrant.

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

We recorded consulting expense of approximately $ 96,000

during the year ended October 31, 2021, based

on the fair value of the warrant recognized on a straight-line basis over the vesting period.

discussed in Note 3, in connection with the March 25, 2021 public offering, we issued to certain designees of the underwriter, as compensation,

warrants to purchase 300,000

shares of common stock at $ 6.5625

per share, expiring on March

regarding the Company’s warrants for the two years ended October 31, 2021 is as follows:

OF WARRANTS ACTIVITY

Average Exercise

Warrants Outstanding at October 31, 2018

Warrants Outstanding at October 31, 2019

Warrants Outstanding at October 31, 2020

Warrants Exercisable at October 31, 2020

Price Per Share

Intrinsic Value

Outstanding at October 31, 2019

Outstanding at October 31, 2020

Outstanding and Exercisable at October 31, 2021

BIOSCIENCES, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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

offices) from an unrelated party pursuant to an operating lease that expires September 30, 2021.

following table summarizes information about the Company’s outstanding and exercisable warrants as of October 31 , 2021:

OF OUTSTANDING AND EXERCISABLE

Exercise Prices

Contractual Life

Advisors, LLC

Advisors, LLC (“ZQX”) was an inactive joint venture in which we held a 19.5 %

interest, and which was dissolved during fiscal year 2021.

The only assets of ZQX were shares of our common stock which were sold during

fiscal year 2021, for which we received proceeds of approximately $ 6,000 .

lease approximately 2,000

square feet of office space at 3150 Almaden Expressway,

San Jose, California (our principal executive offices) from an unrelated party pursuant to an operating lease that was set to expire

Effective August 17, 2021, the lease

was amended to extend the expiration date to September

30, 2024 , with an option to extend the lease

an additional two

Our base rent is approximately $ 5,000

$5,000 per month and the lease provides for annual increases of approximately 3% and an escalation clause for increases in certain

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 $64,000 and $60,000, respectively, for the years ended

October 31, 2020 and 2019.

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

rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities.

new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating lease liabilities on

the balance sheet.

per month and the lease provides for annual increases

of approximately 3 %

and an escalation clause for increases in certain operating costs.

The amendment to the lease resulted in a right-of-use asset and lease

liability of approximately $ 260,000

with a discount rate of 10 %.

Rent expense was approximately $ 64,000

and $ 64,000 ,

respectively, for the years ended October 31, 2021 and 2020.

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

and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities.

The new guidance

requires the recognition of the right-of-use (“ROU”) assets and related operating lease liabilities on the balance sheet.

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

the 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 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 2019.

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

(i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a

lease meet the definition of initial direct costs.

Also, the Company elected the expedient allowing an entity to use hindsight

to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease

and non-lease components.

The Company has also elected the short-term lease accounting policy under which Anixa would not recognize

a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does

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

The Company elected the package of

practical expedients permitted within the standard, which allow an entity to forgo reassessing (i) whether a contract contains a lease,

(ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs.

Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets

and the expedient to allow the Company to not have to separate lease and non-lease components.

The Company has also elected the short-term

lease accounting policy under which Anixa would not recognize a lease liability or ROU asset for any lease that at the commencement date

has a lease term of twelve months or less and does not include a purchase option that Anixa is more than reasonably certain to exercise.

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

The remaining 11-month lease term as of October 31, 2020 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.

The remaining

lease term as of October 31, 2021 for the Company’s lease includes the noncancelable period of the lease and the additional two-year

option period that the Company expects to exercise.

All ROU assets are reviewed for impairment.

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

Balance Sheet

Operating Lease:

Right-of-use asset

lease right- of-use asset

Right-of-use liability,

Operating lease liability

Right-of-use liability,

Not presented

BIOSCIENCES, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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

OF OPERATING LEASE

lease right- of-use asset

liability, current

lease liability

liability, long-term

lease liability, non-current

of October 31, 2021, the annual minimum lease payments of our operating lease liability were as follows:

Operating Leases

Fiscal year 2021 future minimum payments, undiscounted

OF MINIMUM LEASE PAYMENTS

Years Ending October 31,

future minimum lease payments, undiscounted

Imputed interest

Present value of future minimum lease payments

COMMITMENTS AND CONTINGENCIES

value of future minimum lease payments

AND CONTINGENCIES

than lawsuits we bring to enforce our patent rights, we 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.

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.

Collaborative

Research and License Commitments

of October 31, 2020, our commitments under the collaborative and license agreements with Moffitt, Wistar, Cleveland Clinic and

OntoChem for the year ending October 31, 2021 were approximately $188,000.

of October 31, 2021, our commitments under the collaborative and license agreements with Moffitt, Wistar, Cleveland Clinic and MolGenie

for the year ending October 31, 2022 were approximately $ 345,000 .

of Coronavirus Pandemic

ongoing global outbreak of COVID-19 has resulted in significant governmental measures being implemented to control the spread of the

virus and while the Company cannot predict their scope or the severity of the outbreak, these developments and measures could materially

and adversely affect the Company’s business, the operations of the Company’s collaboration partners, and the Company’s

results of operations and financial condition.

The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of

its business and has taken steps to minimize its impact on the Company’s business.

Although COVID-19 has not had a material adverse

impact on the Company’s operations and its clinical and preclinical programs, the extent to which COVID-19 ultimately impacts the

Company’s business, results of operations or financial condition will depend on future developments which are highly uncertain

and cannot be predicted with confidence, such as the duration of the outbreak, the occurrence of new mutations of the SARS-CoV-2 virus,

new information that may emerge concerning the severity of COVID-19 or the effectiveness of actions taken to contain the pandemic or

mitigate its impact, among others.

Certain of the Company’s collaboration partners have experienced shutdowns or other business

As a result, the Company’s ability to conduct its business in the manner and on the timelines presently planned could

be materially or negatively affected, which could have a material adverse impact on the Company’s business, results of operations

and financial condition.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

tax provision (benefit) consists of the following:

Year Ended October 31,

Adjustment to valuation allowance related to net deferred tax assets

tax effects of temporary differences that give rise to significant portions of the deferred tax asset, net, at October 31, 2020

and 2019, are as follows:

Long-term deferred tax assets:

Federal and state NOL and tax credit carryforwards

Deferred compensation

OF INCOME TAX PROVISION (BENEFIT)

Ended October 31,

to valuation allowance related to net deferred tax assets

tax effects of temporary differences that give rise to significant portions of the deferred tax asset, net, at October 31, 2021 and 2020,

are as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

deferred tax assets:

and state NOL and tax credit carryforwards

valuation allowance

1 unchanged sentence

( 28,756,000 )

Deferred tax asset, net

tax asset, net

of October 31, 2021, we had tax net operating loss and tax credit carryforwards of approximately $ 82,393,000

and $ 1,597,000 ,

respectively, available within statutory limits (expiring at various dates between 2022 and 2041), to offset any future regular Federal

corporate taxable income and taxes payable.

If the tax benefits relating to deductions of option holders’ income are ultimately

realized, those benefits will be credited directly to additional paid-in capital.

Certain changes in stock ownership can result in a

limitation on the amount of net operating loss and tax credit carryovers that can be utilized each year.

As of October 31, 2021, management

has not determined the extent of any such limitations, if any.

had California tax net operating loss carryforwards of approximately $ 32,714,000

as of October 31, 2021, available within statutory

limits (expiring at various dates between 2022 and 2041), to offset future corporate taxable income and taxes payable, if any, under

certain computations of such taxes.

BIOSCIENCES, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

of October 31, 2020, we had tax net operating loss and tax credit carryforwards of approximately $81,316,000 and $1,545,000, respectively,

available within statutory limits (expiring at various dates between 2021 and 2040), to offset any future regular Federal corporate

taxable income and taxes payable.

If the tax benefits relating to deductions of option holders’

income are ultimately realized,

those benefits will be credited directly to additional paid-in capital.

Certain changes in stock ownership can result in a limitation

on the amount of net operating loss and tax credit carryovers that can be utilized each year.

As of October 31, 2020, management

has not determined the extent of any such limitations, if any.

had California tax net operating loss carryforwards of approximately $26,671,000 as of October 31, 2020, available within statutory

limits (expiring at various dates between 2021 and 2040), to offset future corporate taxable income and taxes payable, if any,

under certain computations of such taxes.

have provided a valuation allowance against our deferred tax asset due to our current and historical pre-tax losses and the uncertainty

regarding their realizability.

The primary differences from the Federal statutory rate of 21% and the effective rate of 0% is

attributable to expiring net operating losses and a change in the valuation allowance.

The primary differences from the Federal statutory rate of 21 %

and the effective rate of 0 %

is attributable to expiring net operating losses and a change in the valuation allowance.

The following is a reconciliation of income

taxes at the Federal statutory tax rate to income tax expense (benefit):

Year Ended October 31,

Income tax benefit at U.S.

OF RECONCILIATION OF INCOME TAXES

Ended October 31,

tax benefit at U.S.

Federal statutory income tax rate

1 unchanged sentence

$ ( 2,119,000 )

State income taxes

Permanent differences

Expiring net operating losses, credits and other

Change in valuation allowance

Income tax provision

net operating losses, credits and other

in valuation allowance

tax provision

the two fiscal years ended October 31, 2021, we incurred no Federal and no State income taxes.

We have no unrecognized tax benefits

as of October 31, 2020 and 2019 and we account for interest and penalties related to income tax matters in general and administrative

Tax years to which our net operating losses relate remain open to examination by Federal and California authorities

to the extent which the net operating losses have yet to be utilized.

unrecognized tax benefits as of October 31, 2021

and 2020 and we account for interest and penalties related to income tax matters in general and administrative expenses.

which our net operating losses relate remain open to examination by Federal and California authorities to the extent which the net operating

losses have yet to be utilized.

follow the accounting guidance of ASC 280, Segment Reporting (“ASC 280”).

Reportable operating segments are determined based

on the management approach.

The management approach, as defined by ASC 280, is based on the way that the chief operating decision-maker

organizes the segments within an enterprise for making operating decisions and assessing performance.

While our results of operations

are primarily reviewed on a consolidated basis, the chief operating decision-maker manages the enterprise in five

reportable segments, each with different operating

and potential revenue generating characteristics:

(i) CAR-T Therapeutics, (ii) Cancer Vaccines, (iii) Anti-Viral Therapeutics, (iv) our

legacy Cancer Diagnostics activities and (v) our legacy Patent Licensing activities.

The following represents selected financial information

for our segments for the years ended October 31, 2021 and 2020:

BIOSCIENCES, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

SEGMENT INFORMATION

follow the accounting guidance of ASC 280 “Segment Reporting”

(“ASC 280”).

Reportable operating segments

are determined based on the management approach.

The management approach, as defined by ASC 280, is based on the way that the

chief operating decision-maker organizes the segments within an enterprise for making operating decisions and assessing performance.

While our results of operations are primarily reviewed on a consolidated basis, the chief operating decision-maker manages the

enterprise in five reportable segments, each with different operating and potential revenue generating characteristics:

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 years ended October 31, 2020 and

Year Ended October 31,

CAR-T Therapeutics

OF SEGMENT INFORMATION

Ended October 31,

income/(loss):

$ ( 5,672,622 )

$ ( 2,241,443 )

Cancer Vaccines

Anti-Viral Therapeutics

Cancer Diagnostics

Patent Licensing

( 4,558,811 )

( 2,927,979 )

Total operating costs and expenses

Less 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:

CAR-T Therapeutics

Cancer Vaccines

Anti-Viral Therapeutics

Cancer Diagnostics

Patent Licensing

Total assets:

CAR-T Therapeutics

Cancer Vaccines

Anti-Viral Therapeutics

Cancer Diagnostics

Patent Licensing

( 1,168,969 )

( 5,836,594 )

$ ( 13,127,923 )

$ ( 10,092,363 )

operating costs and expenses

non-cash share-based compensation

( 8,058,078 )

( 4,137,460 )

costs and expenses excluding non-cash share-based compensation

costs and expenses excluding non-cash share based compensation:

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 $250,000, inventor royalties, contingent legal fees, litigation and licensing expense

of $166,250, amortization of patents of $418,750 and impairment in carrying amount of patent assets of $418,750 for the year ended

October 31, 2019 were solely related to our patent licensing segment.

All our revenue is generated domestically (United States)

based on the country in which the licensee is located.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

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 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 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.

Company’s consolidated revenue of $ 512,500

and inventor royalties, contingent legal fees, litigation and

licensing expense of $ 385,002 ,

for the year ended October 31, 2021 were solely related to our patent licensing segment.

All our revenue is generated domestically (United

States) based on the country in which the licensee is located.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures