What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-03-17 compared with 2022-09-09 · 74 added, 112 removed, 109 unchanged (63% of the section changed)

19 unchanged sentences

OF OPERATIONS

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

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 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 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 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 $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

provided for a one-time, non-recurring, lump sum payment in exchange for a non-exclusive retroactive and future license, and covenant

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

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

Accordingly, the performance

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

discussed in Note 1 to our condensed consolidated financial statements, as part of our legacy operations, the Company remains engaged

in limited patent licensing activities which we do not expect to be a significant part of our ongoing operations or revenue, nor do we

expect these activities to require material financial resources or attention of senior management.

months ended January 31, 2023 compared with three months ended January 31, 2022

had no revenue during the three-month periods ended January 31, 2023 and 2022.

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

3 unchanged sentences

generating revenue with respect to any of our current therapy or vaccine programs in the near term.

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 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.

Litigation and licensing

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

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 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 $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

$547,000, an increase in employee compensation and related costs, other than stock option compensation expense, of approximately $479,000,

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 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

and development expenses incurred in the three months ended January 31, 2023 associated with each of our development programs consisted

of approximately $436,000 for CAR-T therapeutics, approximately $468,000 for cancer vaccines and approximately $164,000 for anti-viral

therapeutics.

and Administrative Expenses

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

$536,000, an increase in investor and public relations expense of approximately $419,000, an increase employee compensation and related

costs, other than stock option compensation expense, of approximately $294,000, offset by a decrease in directors stock option expense

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

As of March 9, 2023, we paused further development of our COVID-19 anti-viral therapeutic program.

While our compounds have shown promise in head-to-head in vitro analysis

against Pfizer’s authorized oral treatment, results of additional animal studies indicate that there is not sufficient oral bioavailability,

and it is unclear whether an orally delivered treatment may be developed.

We do not currently believe that there is a viable market for an injectable treatment given the current oral treatments available.

Furthermore, we believe the needed additional investment in research for alternative delivery methods would divert resources from more

promising projects.

We continue to prosecute our U.S.

patent applications of this technology and may decide to restart development at

some time in the future.

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

program, and decreased by approximately $770,000 to approximately $1,068,000 in the three months ended January 31, 2023, from

approximately $1,838,000 in the three months ended January 31, 2022.

The decrease in research and development expenses was primarily

due to a decrease in employee stock option compensation expense of approximately $744,000, a decrease in outside research and

development expense related to our COVID-19 therapeutic program of approximately $64,000, a decrease in professional fees of

approximately $32,000 and a decrease in consultant stock option expense of approximately $27,000, offset by an increase in employee

compensation and related costs, other than stock option compensation expense, of approximately $74,000 and an increase in license

fees of approximately $45,000.

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.

and Administrative Expenses

and administrative expenses decreased by approximately $554,000 to approximately $1,488,000 in the three months ended January 31, 2023,

from approximately $2,042,000 in the three months ended January 31, 2022.

The decrease in general and administrative expenses was primarily

due to a decrease in employee stock option compensation expense of approximately $439,000, a decrease in warrant expense of approximately

$110,000, and a decrease in investor and public relations expense, excluding warrant expense, of approximately $105,000, offset by an increase in employee compensation and related costs, other

than stock option compensation expense, of approximately $132,000.

income increased by approximately $201,000 to approximately $202,000 in the three months ended January 31, 2023, from approximately $1,000

in the three months ended January 31, 2022.

The increase in interest income was due primarily to increased interest rates on cash, cash

equivalents and short-term investments.

Loss Attributable to Noncontrolling Interest

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

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

approximately $32,000 and $50,000, respectively, in the three months ended January 31, 2023 and 2022.

AND CAPITAL RESOURCES

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

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.

on currently available information as of March 16, 2023, 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.

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

use in the future, as of January 31, 2023, we may sell up to $100 million of common stock.

We did not sell any shares under our at-the-market

equity program during the three months ended January 31, 2023.

We may seek to obtain working capital during our fiscal year 2023 or thereafter

through sales of our equity securities 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.

the three months ended January 31, 2023, cash used in operating activities was approximately $1,988,000.

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

was approximately $585,000, resulting from the purchases of short-term investments totaling approximately $7,835,000, which was offset

by the proceeds on maturities of short-term investments of approximately $7,250,000.

Cash provided by financing activities was approximately

$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

$3,000, from proceeds of stock option exercises.

As a result, our cash, cash equivalents, and short-term investments at January 31, 2023

decreased approximately $1,985,000 to approximately $27,702,000 from approximately $29,687,000 at the end of fiscal year 2022.

ACCOUNTING POLICIES

72 unchanged sentences

financial statements.

See Note 6 to the accompanying condensed consolidated financial statements.

See Note 7 of 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