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Item 2. Management’s Discussion and Analysis

2022-06-10 compared with 2022-03-11 · 76 added, 38 removed, 140 unchanged (45% of the section changed)

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

Discussion and Analysis of Financial Condition and Results of Operations.

included in this Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of

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OF OPERATIONS

months ended January 31, 2022 compared with three months ended January 31, 2021

had no revenue during the three-month period ended January 31, 2022.

the three months ended January 31, 2021, we recorded revenue of approximately $513,000 from one license agreement.

months ended April 30, 2022 compared with three months ended April 30, 2021

had no revenue during the three months ended April 30, 2022 and 2021.

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.

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

We intend 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.

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.

Royalties, Contingent Legal Fees, Litigation and Licensing Expenses

had no inventor royalties, contingent legal fees, litigation and licensing expenses during the three-month periods ended April 30, 2022

and Development Expenses

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

and increased by approximately $713,000 to approximately $1,735,000 in the three months ended April 30, 2022, from approximately $1,022,000

in the three months ended April 30, 2021.

The increase in research and development expenses was primarily due to an increase in employee

stock option compensation expense of approximately $529,000, an increase in employee compensation and related costs, other than stock

option compensation expense, of approximately $254,000, an increase in outside research and development expense related to our anti-viral

drug program of approximately $81,000, offset by a decrease of approximately $158,000 in outside research and development related to

our CAR-T therapeutics program.

and development expenses incurred in the three months ended April 30, 2022 associated with each of our development programs consisted

of approximately $709,000 for CAR-T therapeutics, approximately $695,000 for cancer vaccines and approximately $331,000 for anti-viral

therapeutics.

and Administrative Expenses

and administrative expenses increased by approximately $439,000 to approximately $1,854,000 in the three months ended April 30, 2022,

from approximately $1,415,000 in the three months ended April 30, 2021.

The increase in general and administrative expenses was primarily

due to an increase in employee compensation and related costs, other than stock option compensation expense, of approximately $250,000,

an increase in investor and public relations expense of approximately $199,000, an increase in employee stock option compensation expense

of approximately $54,000, offset by a decrease of approximately $52,000 of consultant stock option and warrant expense.

income was approximately $1,000 and $0 in the three month periods ended April 30, 2022 and 2021.

Loss Attributable to Noncontrolling Interest

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

approximately $44,000 and $38,000, respectively, in the three months ended April 30, 2022 and 2021.

months ended April 30, 2022 compared with six months ended April 30, 2021

had no revenue during the six months ended April 30, 2022.

the six months ended April 30, 2021, we recorded revenue of approximately $513,000 from one license agreement.

The license agreement

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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.

We intend 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.

Royalties, Contingent Legal Fees, Litigation and Licensing Expenses

had no inventor royalties, contingent legal fees, litigation and licensing expenses during the three-month period ended January 31, 2022.

royalties, contingent legal fees, litigation and licensing expenses for the three months ended January 31, 2021 were approximately $385,000.

had no inventor royalties, contingent legal fees, litigation and licensing expenses during the six-month period ended April 30, 2022.

royalties, contingent legal fees, litigation and licensing expenses for the six months ended April 30, 2021 were approximately $385,000.

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

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

and increased by approximately $1,010,000 to approximately $1,838,000 in the three months ended January 31, 2022, from approximately

$828,000 in the three months ended January 31, 2021.

The increase in research and development expenses was primarily due to an increase

in employee stock option compensation expense of approximately $918,000, an increase in employee compensation and related costs, other

than stock option compensation expense, of approximately $86,000, an increase in outside research and development expense related to

our ovarian cancer vaccine program of approximately $71,000 and an increase in consultant stock option expense of approximately $68,000,

offset by a decrease in license fees of approximately $130,000.

and development expenses incurred in the three months ended January 31, 2022 associated with each of our development programs consisted

of approximately $743,000 for CAR-T therapeutics, approximately $708,000 for cancer vaccines and approximately $387,000 for anti-viral

and increased by approximately $1,723,000 to approximately $3,573,000 in the six months ended April 30, 2022, from approximately $1,850,000

in the six months ended April 30, 2021.

increase in research and development expenses was primarily due to an increase in employee stock option compensation expense of approximately

$1,446,000, an increase in employee compensation and related costs, other than stock option compensation expense, of approximately $340,000,

an increase in outside research and development expense related to our anti-viral drug program of approximately $96,000, an increase

in outside research and development expense related to ovarian cancer program of approximately $71,000, an increase of approximately

$59,000 of consultant stock option and warrant expense, offset by a decrease of approximately $180,000 in outside research and development

related to our CAR-T therapeutics program and a decrease in license fees of approximately $110,000.

and development expenses incurred in the six months ended April 30, 2022 associated with each of our development programs consisted of

approximately $1,452,000 for CAR-T therapeutics, approximately $1,403,000 for cancer vaccines and approximately $718,000 for anti-viral

therapeutics.

and Administrative Expenses

and administrative expenses increased by approximately $509,000 to approximately $2,042,000 in the three months ended January 31, 2022,

from approximately $1,533,000 in the three months ended January 31, 2021.

The increase in general and administrative expenses was primarily

due to an increase in employee stock option compensation expense of approximately $496,000, an increase in investor and public relations

expense, excluding warrant expense, of approximately $123,000 and an increase in warrant expense of approximately $53,000, offset by

a decrease in director compensation of approximately $177,000.

income was approximately $1,000 in each of the three month periods ended January 31, 2022 and 2021.

and administrative expenses increased by approximately $948,000 to approximately $3,896,000 in the six months ended April 30, 2022, from

approximately $2,948,000 in the six months ended April 30, 2021.

increase in general and administrative expenses was primarily due to an increase in employee stock option compensation expense of approximately

$550,000, an increase in investor and public relations expense of approximately $432,000, an increase employee compensation and related

costs, other than stock option compensation expense, of approximately $226,000, offset by a decrease in directors stock option expense

of approximately $154,000 and as decrease in consultant stock option and warrant expense of approximately $124,000.

income was approximately $2,000 and $1,000 in the six month periods ended April 30, 2022 and 2021.

Loss Attributable to Noncontrolling Interest

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

approximately $50,000 and $24,000, respectively, in the three months ended January 31, 2022 and 2021.

approximately $94,000 and $62,000, respectively, in the six months ended April 30, 2022 and 2021.

AND CAPITAL RESOURCES

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

on currently available information as of March 11, 2022, we believe that our existing cash, cash equivalents, short-term investments

on currently available information as of June 10, 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.

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harm the business and development of operations.

the three months ended January 31, 2022, cash used in operating activities was approximately $1,197,000.

the six months ended April 30, 2022, cash used in operating activities was approximately $3,503,000.

Cash provided by investing activities

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was offset by the purchase of short term investments totaling approximately $4,249,000.

As a result, our cash, cash equivalents, and

short-term investments at January 31, 2022 decreased approximately $1,197,000 to approximately $34,530,000 from approximately $35,727,000

at the end of fiscal year 2021.

Cash provided by financing activities was approximately

As a result, our cash, cash equivalents, and short-term investments at April 30, 2022 decreased approximately $3,496,000 to approximately

$32,231,000 from approximately $35,727,000 at the end of fiscal year 2021.

ACCOUNTING POLICIES

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For employee options vesting if the trading

price of the Company’s common stock exceeds 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.

price of the Company’s common stock exceeds 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.

stock awards granted to employees and directors that vest at date of grant, we recognize expense based on the grant date market price

of the underlying common stock.

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).

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).

Black-Scholes pricing model and the Monte Carlo Simulation we use to estimate fair value requires valuation assumptions of expected term,

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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-Q

Item 2. Management’s Discussion and Analysis