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Item 2. Management’s Discussion and Analysis

2022-09-09 compared with 2022-06-10 · 73 added, 68 removed, 148 unchanged (49% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations.

Management’s 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

17 unchanged sentences

OF OPERATIONS

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.

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

had no revenue during the three months ended July 31, 2022 and 2021.

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

9 unchanged sentences

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

had no inventor royalties, contingent legal fees, litigation and licensing expenses during the three-month periods ended July 31, 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

and decreased by approximately $722,000 to approximately $1,445,000 in the three months ended July 31, 2022, from approximately $2,167,000

in the three months ended July 31, 2021.

The decrease in research and development expenses was primarily due to a decrease in employee

stock option compensation expense of approximately $899,000, a decrease in outside research and development related to our CART-T therapeutics

program of approximately $79,000, offset by an increase of approximately $139,000 in employee compensation and related costs, other than

stock option compensation expense, and an increase of approximately $134,000 in outside research and development related to our anti-viral

drug program.

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

of approximately $534,000 for cancer vaccines, approximately $483,000 for anti-viral therapeutics and approximately $428,000 for CAR-T

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.

and administrative expenses decreased by approximately $869,000 to approximately $1,352,000 in the three months ended July 31, 2022,

from approximately $2,221,000 in the three months ended July 31, 2021.

The decrease in general and administrative expenses was primarily

due to a decrease in employee compensation and related costs, other than stock option compensation expense, of approximately $69,000

and a decrease in directors stock option expense of approximately $804,000.

income increased to approximately $22,000 in the three months ended July 31, 2022 compared to approximately $0 in the three months ended

July 31, 2021, due primarily to an increase in interest rates.

Loss Attributable to Noncontrolling Interest

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

approximately $29,000 and $54,000, respectively, in the three months ended July 31, 2022 and 2021.

months ended July 31, 2022 compared with nine months ended July 31, 2021

had no revenue during the nine months ended July 31, 2022.

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

The license agreement

18 unchanged sentences

Royalties, Contingent Legal Fees, Litigation and Licensing Expenses

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.

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

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

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

3 unchanged sentences

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 $1,723,000 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.

and increased by approximately $1,001,000 to approximately $5,018,000 in the nine months ended July 31, 2022, from approximately $4,017,000

in the nine months ended July 31, 2021.

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

1 unchanged sentence

an increase in outside research and development expense related to our anti-viral drug program of approximately $231,000, 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

in outside research and development expense related to our cancer vaccine programs of approximately $75,000, offset by a decrease of

approximately $259,000 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 nine months ended July 31, 2022 associated with each of our development programs consisted of

approximately $1,937,000 for cancer vaccines, approximately $1,880,000 for CAR-T therapeutics, and approximately $1,201,000 for anti-viral

therapeutics.

and Administrative Expenses

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.

and administrative expenses increased by approximately $78,000 to approximately $5,248,000 in the nine months ended July 31, 2022, from

approximately $5,170,000 in the nine months ended July 31, 2021.

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

1 unchanged sentence

costs, other than stock option compensation expense, of approximately $294,000, 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.

of approximately $958,000, a decrease in consultant stock option and warrant expense of approximately $138,000 and, as a result of a reduction in the number of directors, a decrease in directors

fees of approximately $75,000.

income increased to approximately $24,000 in the nine months ended July 31, 2022 compared to approximately $2,000 in the nine months

ended July 31, 2021, due primarily to an increase in interest rates.

Loss Attributable to Noncontrolling Interest

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

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

approximately $123,000 and $116,000, respectively, in the nine months ended July 31, 2022 and 2021.

AND CAPITAL RESOURCES

primary sources of liquidity are cash, cash equivalents and 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.

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.

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.

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.

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

Cash provided by investing activities

was approximately $2,100,000, resulting from the proceeds on maturities of short term investments of approximately $6,349,000, which

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

on currently available information as of September 9, 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.

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

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 desire or be required to obtain more working capital.

We may seek to obtain working

capital during our fiscal year 2022 or thereafter through sales of our equity securities (including, but not limited to, sales through an at-the-market offering

program under a universal shelf registration statement) 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.

to obtain additional working capital as and when needed, such failure could have a material adverse impact on our business, results

of operations and financial condition.

Furthermore, such lack of funds may inhibit our ability to respond to competitive pressures

or unanticipated capital needs, or may force us to reduce operating expenses, which would significantly harm the business and

development of operations.

the nine months ended July 31, 2022, cash used in operating activities was approximately $4,899,000.

Cash used in investing activities

was approximately $811,000, resulting from the purchase of short term investments totaling approximately $11,159,000, which was offset

by the proceeds on maturities of short term investments of approximately $10,348,000.

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.

$836,000, resulting from proceeds from exercise of stock options of approximately $829,000 and proceeds from the sale of common stock

pursuant to employee stock purchase plan of approximately $7,000.

As a result, our cash, cash equivalents, and short-term investments

at July 31, 2022 decreased approximately $4,063,000 to approximately $31,664,000 from approximately $35,727,000 at the end of fiscal

ACCOUNTING POLICIES

72 unchanged sentences

financial statements.

See Note 6 to the accompanying condensed consolidated financial statements.

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