What changed in this filing

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Item 1. Financial Statements

2023-06-14 compared with 2023-03-17 · 353 added, 300 removed, 328 unchanged (67% of the section changed)

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thousands, except share and per share data)

and cash equivalents

expenses and other current assets

April 30, 2023

October 31, 2022

Current assets:

lease right-of-use asset

lease liability

Cash and cash equivalents

Short-term investments

Prepaid expenses and other current assets

Total current assets

Operating lease right-of-use asset

LIABILITIES AND EQUITY

Current liabilities:

lease liability, non-current

and contingencies (Note 10)

Shareholders’

stock, par value $ 100 per share;

Accounts payable

Accrued expenses

Operating lease liability

Total current liabilities

Operating lease liability, non-current

Total liabilities

Commitments and contingencies (Note 10)

Shareholders’ equity:

Preferred stock, par value $ 100 per share;

19,860 shares authorized;

shares issued or outstanding

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

no shares issued or outstanding

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

140 shares authorized;

no shares issued or outstanding

stock, par value $ .01 per share;

Common stock, par value $ .01 per share;

100,000,000 shares authorized;

30,922,830 and 30,913,902 shares issued and outstanding as of January

31, 2023 and October 31, 2022, respectively

paid-in capital

shareholders’ equity

Noncontrolling

interest (Note 2)

liabilities and equity

30,958,665 and 30,913,902 shares issued and outstanding as of April 30, 2023 and October 31, 2022, respectively

Additional paid-in capital

Accumulated deficit

Total shareholders’ equity

Noncontrolling interest (Note 2)

Total liabilities and equity

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

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thousands, except per share data)

the Three Months Ended

costs and expenses:

and development expenses (including non-cash share-based compensation expenses of $ 505 and $ 1,276 , respectively)

and administrative expenses (including non-cash share-based compensation expenses of $ 558 and $ 1,078 , respectively)

For the three months ended

For the six months ended

Operating costs and expenses:

from operations

Inventor royalties, contingent legal fees, litigation and licensing expenses

Research and development expenses (including non-cash stock-based compensation expenses of $ 492 , $ 966 , $ 998 and $ 2,243 , respectively)

General and administrative expenses (including non-cash stock-based compensation expenses of $ 735 , $ 779 , $ 1,292 and $ 1,856 , respectively)

Total operating costs and expenses

Loss from operations

Interest income

Net loss attributable to noncontrolling interest

loss attributable to common shareholders

loss per common share attributable to common shareholders:

Weighted average

common shares outstanding:

Net loss attributable to common shareholders

Net loss per common share attributable to common shareholders:

Basic and diluted

Weighted average common shares outstanding:

Basic and diluted

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

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED )

thousands, except share data)

THE THREE MONTHS ENDED JANUARY 31, 2023 (UNAUDITED )

Shareholders’

October 31, 2022

THE THREE MONTHS ENDED APRIL 30, 2023

Additional Paid-in

Total Shareholders’

Non- controlling

Balance, January 31, 2023

$ ( 220,707 )

option compensation to employees and

options and warrants issued to consultants

stock issued to consultants

stock issued upon exercise of stock

January 31, 2023

Stock option compensation to employees and directors

Stock options issued to consultants

Common stock issued upon exercise of stock options

Common stock issued to consultants

Common stock issued pursuant to employee stock purchase plan

Balance, April 30, 2023

$ ( 222,995 )

THE THREE MONTHS ENDED JANUARY 31, 2022 (UNAUDITED )

Shareholders’

October 31, 2021

THE THREE MONTHS ENDED APRIL 30, 2022

Additional Paid-in

Total Shareholders’

Non- controlling

Balance, January 31, 2022

$ ( 208,619 )

Stock option compensation to employees and directors

Stock options and warrants issued to consultants

Common stock issued to consultants

Common stock issued pursuant to employee stock purchase plan

Balance, April 30, 2022

$ ( 212,163 )

option compensation to employees and

options and warrants issued to consultants

stock issued upon exercise of stock

options and warrants

January 31, 2022

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

BIOSCIENCES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED )

thousands, except share data)

THE SIX MONTHS ENDED APRIL 30, 2023

Additional Paid-in

Total Shareholders’

Non- controlling

Balance, October 31, 2022

$ ( 218,385 )

Stock option compensation to employees and directors

Stock options issued to consultants

Common stock issued upon exercise of stock options

Common stock issued to consultants

Common stock issued pursuant to employee stock purchase plan

Balance, April 30, 2023

$ ( 222,995 )

THE SIX MONTHS ENDED APRIL 30, 2022

Additional Paid-in

Total Shareholders’

Non- controlling

Balance, October 31, 2021

$ ( 204,790 )

Balance, value

$ ( 204,790 )

Stock option compensation to employees and directors

Stock options and warrants issued to consultants

Common stock issued upon exercise of stock options and warrants

Common stock issued to consultants

Common stock issued pursuant to employee stock purchase plan

Balance, April 30, 2022

$ ( 212,163 )

Balance, value

$ ( 212,163 )

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

the three months ended

flows from operating activities:

Reconciliation

of net loss to net cash used in operating activities:

option compensation to employees and directors

options and warrants issued to consultants

stock issued to consultants

of operating lease right-to-use asset

in operating assets and liabilities:

expenses and other current assets

lease liability

cash used in operating activities

flows from investing activities:

Disbursements

to acquire short-term investments

from maturities of short-term investments

cash provided by (used in) investing activities

flows from financing activities:

from exercise of stock options

cash provided by financing activities

increase (decrease) in cash and cash equivalents

and cash equivalents at beginning of period

and cash equivalents at end of period

For the six months ended

Cash flows from operating activities:

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

Stock option compensation to employees and directors

Stock options and warrants issued to consultants

Common stock issued to consultants

Amortization of operating lease right-of-use asset

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

Proceeds from maturities of short-term investments

Net cash (used in) provided by investing activities

Cash flows from financing activities:

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

Proceeds from exercise of stock options

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

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

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TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS AND FUNDING

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

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ovarian cancer, which is being developed at our subsidiary, Certainty Therapeutics, Inc.

(“Certainty”), and (ii) the development

of anti-viral drug candidates for the treatment of COVID-19 focused on inhibiting certain protein functions of the virus.

(“Certainty”), and (ii) until March

2023, the development of anti-viral drug candidates for the treatment of COVID-19 focused on inhibiting certain protein functions of

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

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will receive three vaccinations, each two weeks apart, and will be closely monitored for side effects and immune response.

Initial indications

from preliminary analyses suggest that an immune response is being observed.

In December 2022, we announced that we had reached the MTD.

We are currently compiling and analyzing the data collected to-date and anticipate presenting the immunological data at the annual meeting

of the American Association for Cancer Research to be held in April 2023.

Upon reaching MTD, we are now expanding the dose cohorts and

are vaccinating additional participants.

Further, we have commenced recruitment for participants in the second stage of our Phase 1 trial,

that will include participants who have never had cancer, but carry certain genetic mutations that indicate a greater risk of developing

TNBC in the future.

2022, we announced that we had reached the MTD and in April 2023 we presented the immunological data collected to date at the annual

meeting of the American Association for Cancer Research.

The data presented show that in the vaccinated women who had been tested to

date, various levels of antigen-specific T cell responses were observed at all dose levels.

Upon reaching MTD, we began expanding the

dose cohorts and are vaccinating additional participants.

Further, we have commenced recruitment for participants in the second stage

of our Phase 1 trial, that will include participants who have never had cancer, but carry certain genetic mutations that indicate a greater

risk of developing TNBC in the future.

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

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Lee Moffitt Cancer Center and Research Institute, Inc.

(“Moffitt”), has begun human

clinical testing of the CAR-T technology licensed by Certainty from Wistar aimed initially at treating ovarian cancer.

(“Moffitt”), has begun human clinical

testing of the CAR-T technology licensed by Certainty from Wistar aimed initially at treating ovarian cancer.

We received authorization

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by the patient, and we continue to monitor her condition.

Further, in May 2023, we treated the second patient in the trial, at the same

dose level as the first patient, and the treatment appears to have been well-tolerated by this patient as well.

We anticipate treating

one additional patient (the third) at the same dose level.

The successive three-patient cohort is expected to receive a higher dose of

The process of recruiting additional patients is ongoing.

This study is a dose-escalation

trial with two arms based on injection method—intraperitoneal or intravenous—to determine the maximum tolerated dose in patients

with recurrent epithelial ovarian cancer and to assess persistence, expansion and efficacy of the modified T-cells.

The study is being

conducted at Moffitt and will consist of 24 to 48 patients who have received at least two prior lines of chemotherapy.

The study is estimated

to be completed in two to four years depending on multiple factors including when maximum tolerated dose is reached, the rate of patient

recruitment, and how long we maintain the two different injection methods.

April 2020, we entered into a collaboration with OntoChem GmbH (“OntoChem”) to discover and ultimately develop anti-viral

drug candidates against COVID-19.

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

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

compounds and OntoChem’s proprietary libraries) to evaluate if any of these compounds could disrupt one of two key enzymes of SARS-CoV-2,

the virus that causes the disease COVID-19.

In May 2021, OntoChem assigned its rights and obligations related to this collaboration to

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

As a result of the

MolGenie spin-out, there was no change in the personnel working on our project, and the assignment caused no interruptions to the program’s

screening process resulted in the identification of multiple compounds that could potentially disrupt critical enzymes of the virus,

including the virus’ main protease, M pro .

Several of these compounds were synthesized and tested in in vitro

biological assays.

Upon completion of these biological assays, we identified two of the most promising compounds and tested them in

animal models.

In these animal studies, the two compounds were compared to Remdesivir, which at the time the assays were performed

was the only anti-viral drug authorized by the FDA for COVID-19.

The data showed that administration of the drugs to infected

hamsters did not cause any noticeable adverse effects, and monitoring of weight and general animal behavior demonstrated comparable

efficacy between each of our compounds and Remdesivir.

Further, with the authorization of

Pfizer’s anti-viral treatment Paxlovid, which is a combination therapy consisting of the protease-inhibitor

nirmatrelvir—which targets the same protein as our compounds—and the antiretroviral ritonavir, we conducted a

head-to-head analysis via a Fluorescence Resonance Energy Transfer (FRET) assay that tested the ability of the compounds to inhibit

the function of M pro .

The results of this

head-to-head in vitro analysis suggested that our compounds may be five times more effective at inhibiting M pro than

Pfizer’s nirmatrelvir.

Based on these promising results, we selected one of the compounds around which our team has

been performing combinatorial synthetic medicinal chemistry to evaluate whether potency can be increased and pharmacokinetics

While our compounds show promise as an effective 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.

Therefore, on March 9, 2023, we decided to pause further development of our COVID-19

We continue to prosecute our U.S.

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

time in the future.

This study is a dose-escalation trial with two arms based on injection

method—intraperitoneal or intravenous—to determine the maximum tolerated dose in patients with recurrent epithelial ovarian

cancer and to assess persistence, expansion and efficacy of the modified T-cells.

The study is being conducted at Moffitt and will consist

of 24 to 48 patients who have received at least two prior lines of chemotherapy.

The study is estimated to be completed in two to four

years depending on multiple factors including when maximum tolerated dose is reached, the rate of patient recruitment, and how long we

maintain the two different injection methods.

April 2020, we entered into a collaboration with OntoChem GmbH (“OntoChem”) which was later assigned to MolGenie GmbH (“MolGenie”),

a company spun-out from OntoChem focused on drug discovery and development, to discover and ultimately develop anti-viral drug candidates

against COVID-19.

Through this collaboration, we identified compounds that appeared to be effective in disrupting the main protease of

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

While our compounds have shown promise as an effective treatment, results of

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

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

from more promising projects.

Therefore, on March 9, 2023, we decided to pause further development of our COVID-19 therapeutic.

to prosecute our U.S.

patent applications of this technology and may decide to restart development at some time in the future.

the next several quarters, we expect the development of our vaccines and therapeutics to be the primary focus of the Company.

of our legacy operations, the Company remains engaged in limited patent licensing activities regarding its 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.

of our legacy operations, the Company remains engaged in limited patent licensing activities of its various patent portfolios.

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 (during the three months ended April 30, 2023, we derived approximately $ 210,000 of revenue from these activities).

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

In addition, while

we pursue our vaccine and therapeutics 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 vaccine or therapy programs in the near

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 vaccines or therapeutics.

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.

addition, while we pursue our vaccine and therapeutics 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 vaccine or therapy

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 vaccines or

therapeutics.

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 March 16, 2023, we believe that our existing cash, cash equivalents, short-term investments

on currently available information as of June 14, 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.

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to obtain more working capital.

Under our at-the-market equity program, 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 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,

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.

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.

Under our at-the-market equity program as of April 30, 2023, we may sell up to $ 100 million of common

We did not sell any shares under our at-the-market equity program during the three and six months ended April 30, 2023.

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.

SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted

accounting principles in the United States of America (“US GAAP”) for interim financial information and with the

instructions to Form 10-Q and Rule 8-03 of Regulation S-X.

Accordingly, certain information and disclosures required by generally

accepted accounting principles in annual financial statements have been omitted or condensed.

These interim condensed consolidated

financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures

included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022.

The accompanying October 31, 2022 condensed

consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by

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

of management, are necessary for a fair statement of our financial position as of January 31, 2023, and results of operations and

cash flows for the interim periods represented.

The results of operations for the three months ended January 31, 2023 are not

necessarily indicative of the results to be expected for the year.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting

principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form

10-Q and Rule 8-03 of Regulation S-X.

Accordingly, certain information and disclosures required by generally accepted accounting principles

in annual financial statements have been omitted or condensed.

These interim condensed consolidated financial statements should be read

in conjunction with the audited consolidated financial statements and related disclosures included in our Annual Report on Form 10-K

for the fiscal year ended October 31, 2022.

The accompanying October 31, 2022 condensed consolidated balance sheet data was derived from

the audited financial statements but does not include all disclosures required by US GAAP.

The condensed consolidated financial statements

include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of our financial

position as of April 30, 2023, and results of operations and cash flows for the interim periods represented.

The results of operations

for the three and six months ended April 30, 2023 are not necessarily indicative of the results to be expected for the year.

Noncontrolling

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The following table sets

forth the changes in noncontrolling interest for the three months ended January 31, 2023 (in thousands):

forth the changes in noncontrolling interest for the six months ended April 30, 2023 (in thousands):

OF CHANGES IN NONCONTROLLING INTEREST

October 31, 2022

loss attributable to noncontrolling interest

January 31, 2023

Balance, October 31, 2022

Net loss attributable to noncontrolling interest

Balance, April 30, 2023

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

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Accordingly, the performance obligations from

these arrangements are satisfied and 100 % of the revenues are recognized upon execution of the agreements.

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

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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, and developing our ovarian cancer vaccine, are expensed in the consolidated financial statements

in the period incurred.

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 (through March 2023), developing our breast cancer vaccine, and developing our ovarian cancer vaccine, are expensed in the

consolidated financial statements in the period incurred.

Investment Policy

The Company’s investment

policy is to acquire debt securities with fixed maturities and contractual cash flows that the Company has the positive intent and ability

to hold to maturity.

These securities are recorded at amortized cost, net of any applicable discount which is amortized to interest income,

and are accounted for as held-to-maturity securities.

The Company’s investment policy is to acquire debt securities with

fixed maturities and contractual cash flows that the Company has the positive intent and ability to hold to maturity.

These securities

are recorded at amortized cost, net of any applicable discount which is amortized to interest income, and are accounted for as held-to-maturity

STOCK-BASED COMPENSATION

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We recorded stock-based compensation expense related to service-based

stock options granted to employees and directors of approximately $ 957,000 and $ 730,000 during the three months ended January 31, 2023

stock options granted to employees and directors of approximately $ 1,155,000 and $ 875,000 during the three months ended April 30, 2023

and 2022, respectively, and approximately $ 2,112,000 and $ 1,605,000 during the six months ended April 30, 2023 and 2022, respectively.

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

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

On June 1, 2021, our Chairman, then-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 to $ 8.00 per share, with implied service periods of three to fifteen months.

We recorded market condition

stock-based compensation expense during the three months ended January 31, 2023 and 2022 of $ 0 and approximately $ 1,405,000 , respectively.

On June 1, 2021, our Chairman and Chief Executive Officer and

our President, 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 to $ 8.00 per share, with implied service periods of three to fifteen months.

We recorded market condition stock-based

compensation expense during the three months ended April 30, 2023 and 2022 of $ 0 and approximately $ 587,000 , respectively, and $ 0 and

approximately $ 1,993,000 during the six months ended April 30, 2023 and 2022, respectively.

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

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We recorded stock-based consulting expense related to stock options granted

to consultants of approximately $ 81,000 and $ 109,000 during the three months ended January 31, 2023 and 2022, respectively.

the three months ended January 31, 2023, we had two stock option plans:

to consultants of approximately $ 47,000 and $ 109,000 during the three months ended April 30, 2023 and 2022, respectively, and approximately

$ 128,000 and $ 218,000 during the six months ended April 30, 2023 and 2022, respectively.

the three months ended April 30, 2023, we had two stock option plans:

the Anixa Biosciences, Inc.

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Option Activity

the three months ended January 31, 2023 and 2022, we granted options to purchase 1,505,000 shares and 30,000 shares of common stock,

respectively, to employees and consultants, with exercise prices ranging from $ 4.19 to $ 4.81 per share, pursuant to the 2018 Share Plan.

During the three months ended January 31, 2023 and 2022, stock options to purchase 2,372 shares of common stock, net of 808 shares withheld

on a cashless exercise, and 100,000 shares of common stock, net of 53,091 shares withheld on a cashless exercise, respectively, were

exercised with aggregate proceeds of approximately $ 3,000 and $ 0 , respectively.

the three months ended April 30, 2023 and 2022, we granted options to purchase 0 shares and 1,400,000 shares of common stock, respectively,

and during the six months ended April 30, 2023 and 2022, we granted options to purchase 1,505,000 shares and 1,430,000 shares of common

stock, respectively, to employees and consultants, with exercise prices ranging from $ 4.19 to $ 4.81 per share, pursuant to the 2018 Share

During the three months ended April 30, 2023 and 2022, stock options to purchase 27,818 and 0 shares of common stock, respectively,

were exercised with aggregate proceeds of $ 75,000 and $ 0 , respectively.

During the six months ended April 30, 2023 and 2022, stock options

to purchase 29,382 shares of common stock, net of 808 shares withheld on a cashless exercise and 46,909 shares of common stock, net of

53,091 shares withheld on a cashless exercise, respectively, were exercised with aggregate proceeds of $ 78,000 and $ 0 , respectively.

On January 30, 2023, we granted

an option, expiring on January 30, 2028 , to purchase 200,000 shares of common stock at $ 4.35 per share, to a consultant for investor relations

The option vests based on certain performance conditions related to Company common stock trading activity.

As of April 30, 2023,

the performance conditions have not been achieved and it does not appear likely that they will be achieved.

Accordingly, we have recorded

no consulting expense for this option during the three and six months ended April 30, 2023.

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

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

Information regarding the 2010 Share Plan for the three months ended

January 31, 2023 is as follows:

Information regarding the 2010 Share Plan for the six months ended April

30, 2023 is as follows:

OF OPTION ACTIVITY

Average Exercise

Price Per Share

Intrinsic Value

(in thousands)

outstanding at October 31, 2022

outstanding and exercisable at January 31, 2023

following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of January 31, 2023:

Weighted Average Exercise Price Per Share

Aggregate Intrinsic Value (in thousands)

Options outstanding at October 31, 2022

Options outstanding and exercisable at April 30, 2023

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

OF OUTSTANDING AND EXERCISABLE

Exercise Prices

Outstanding and

Weighted Average

Contractual Life

Exercise Price

Range of Exercise Prices

Number Outstanding and Exercisable

Weighted Average Remaining Contractual Life (in years)

Weighted Average Exercise Price

$ 0.67 - $ 2.27

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

As of January 31, 2023, the 2018 Share Plan had 675,000 shares

As of April 30, 2023, the 2018 Share Plan had 825,000 shares

available for future grants.

Information regarding the 2018 Share Plan for the three months ended January 31, 2023 is as follows:

Information regarding the 2018 Share Plan for the six months ended April 30, 2023 is as follows:

OF OPTION ACTIVITY

Average Exercise

Price Per Share

Intrinsic Value

Weighted Average Exercise Price Per Share

Aggregate Intrinsic Value

(in thousands)

outstanding at October 31, 2022

outstanding at January 31, 2023

exercisable at January 31, 2023

following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of January 31, 2023:

Options outstanding at October 31, 2022

Options outstanding at April 30, 2023

Options exercisable at April 30, 2023

following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of April 30, 2023:

OF OUTSTANDING AND EXERCISABLE

1 unchanged sentence

Options Exercisable

Exercise Prices

Contractual Life

Exercise Price

Contractual Life

Exercise Price

$ 2.09 - $ 3.87

$ 3.96 - $ 5.30

Range of Exercise Prices

Number Outstanding

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price

Number Exercisable

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price

Stock Purchase Plan

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

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

date of the applicable offering period, whichever is lower.

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

by our shareholders on September 27, 2018.

During the three months ended January 31, 2023 and 2022, no shares were purchased under the

On 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.

On November 16, 2021, the warrant was exercised on a cashless basis and 25,484 shares were

withheld as payment.

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

During the three and six months ended April 30, 2023 and 2022, employees purchased 1,903

shares, respectively, with aggregate proceeds of approximately $ 7,000

and $ 7,000 ,

respectively.

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.

On November 16, 2021, the warrant was exercised on a cashless basis

and 25,484 shares were withheld as payment.

November 1, 2021, we issued a warrant, expiring on October 30, 2026 , to purchase 60,000 shares of common stock at $ 4.77 per share, vesting

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

We recorded consulting expense of approximately $ 110,000 during the

three months ended January 31, 2022, based on the fair value of the warrant on the date of grant recognized on a straight-line basis

over the vesting period.

We recorded consulting expense of approximately $ 110,000 and $ 220,000 ,

respectively, during the three and six months ended April 30, 2022, based on the fair value of the warrant on the date of grant recognized

on a straight-line basis over the vesting period.

The warrant terminated in May 2022 upon termination of the consulting agreement.

of January 31, 2023, we also had warrants outstanding to purchase 300,000 shares of common stock at $ 6.56 per share, issued during fiscal

of April 30, 2023, we also had warrants outstanding to purchase 300,000 shares of common stock at $ 6.56 per share, issued during fiscal

year 2021 and expiring on March 22, 2026 .

regarding the Company’s warrants for the three months ended January 31, 2023 is as follows:

regarding the Company’s warrants for the six months ended April 30, 2023 is as follows:

SCHEDULE OF WARRANTS

Average Exercise

Price Per Share

Outstanding at October 31, 2022

Outstanding and Exercisable at January 31, 2023

following table summarizes information about the Company’s outstanding and exercisable warrants as of January 31, 2023:

Weighted Average Exercise Price Per Share

Aggregate Intrinsic Value

Warrants outstanding at October 31, 2022

Warrants outstanding and exercisable at April 30, 2023

following table summarizes information about the Company’s outstanding and exercisable warrants as of April 30, 2023:

SCHEDULE OF OUTSTANDING

AND EXERCISABLE

VALUE MEASUREMENTS

of Exercise Prices

Outstanding and Exercisable

Average Remaining Contractual Life (in years)

Average Exercise Price

FAIR VALUE MEASUREMENTS

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

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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 January 31, 2023 (in

a market participant would use in pricing the instruments.

following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of April 30, 2023 (in

OF FAIR VALUE MEASUREMENTS

market funds:

Money market funds:

Cash equivalents

Certificates of deposit:

Short-term investments

treasury bills

financial assets

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, 2022 (in

market funds:

term investments

Money market funds:

Cash equivalents

Certificates of deposit:

Cash equivalents

Short term investments

treasury bills

financial assets

Short-term investments

Total financial assets

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

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OF ACCRUED EXPENSES

and related expenses

royalty and contingent legal fees

LOSS PER SHARE OF COMMON STOCK

(in thousands)

Payroll and related expenses

Accrued royalty and contingent legal fees

Accrued other

NET LOSS PER SHARE OF COMMON STOCK

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

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is the same as Basic EPS, as the inclusion of the effect of common share equivalents then outstanding would be anti-dilutive.

reason, excluded from the calculation of Diluted EPS for the three months ended January 31, 2023 and 2022, were stock options to purchase

reason, excluded from the calculation of Diluted EPS for the six months ended April 30, 2023 and 2022, were stock options to purchase

11,643,682 and 12,100,626 shares, respectively, and warrants to purchase 300,000 and 360,000 shares, respectively.

OF RECENTLY ADOPTED AND ISSUED PRONOUNCEMENTS

EFFECT OF RECENTLY ADOPTED AND ISSUED PRONOUNCEMENTS

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

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could be subject to limitations under Internal Revenue Code section 382, the effects of which have not been determined by the Company.

We have no unrecognized income tax benefits as of January 31,

2023 and October 31, 2022 and we account for interest and penalties related to income tax matters, if any, in general and administrative

We have no unrecognized income tax benefits as of April 30, 2023 and October 31, 2022 and we account for interest and penalties related

to income tax matters, if any, in general and administrative expenses.

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

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with a discount rate of 10 % .

Rent expense was approximately $ 17,000 and $ 17,000 , respectively, for the three months ended January 31,

2023 and 2022.

Rent expense was approximately $ 17,000 and $ 17,000 , respectively, for the three months ended April 30, 2023

and 2022, and approximately $ 33,000 and $ 33,000 , respectively, for the six months ended April 30, 2023 and 2022.

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

The remaining 41 -month

lease term as of January 31, 2023 for the Company’s lease includes the noncancelable period of the lease and the additional two-year

lease term as of April 30, 2023 for the Company’s lease includes the noncancelable period of the lease and the additional two-year

option period that the Company is reasonably certain to exercise.

All right-of-use assets are reviewed for impairment when indications of impairment

of January 31, 2023, the annual minimum future lease payments of our operating lease liabilities were as follows (in thousands):

All right-of-use assets are reviewed for impairment when indications

of impairment are present.

of April 30, 2023, the annual minimum future lease payments of our operating lease liabilities were as follows (in thousands):

OF MINIMUM LEASE PAYMENTS

years Ended October 31,

future minimum lease payments, undiscounted

For Periods Ended October 31,

Total future minimum lease payments, undiscounted

Imputed interest

value of future minimum lease payments

Present value of future minimum lease payments

COMMITMENTS AND CONTINGENCES

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or financial condition.

SEGMENT INFORMATION

follow the accounting guidance of ASC 280 “Segment Reporting” (“ASC 280”).

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The following represents selected financial information for our segments for the three

months ended January 31, 2023 and 2022 and as of January 31, 2023 and October 31, 2022 (in thousands):

and six months ended April 30, 2023 and 2022 and as of April 30, 2023 and October 31, 2022, in thousands:

OF SEGMENT INFORMATION

the Three Months Ended

operating costs and expenses

non-cash share-based compensation

costs and expenses excluding non-cash share-based compensation

costs and expenses excluding non-cash

share based compensation expense:

costs and expenses excluding non-cash based compensation

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

For the Three Months Ended

For the Six Months Ended

Net income/(loss):

CAR-T Therapeutics

Cancer Vaccines

Anti-Viral Therapeutics

Total operating costs and expenses

Less non-cash stock-based compensation

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

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

CAR-T Therapeutics

Cancer Vaccines

Anti-Viral Therapeutics

Total assets:

CAR-T Therapeutics

Cancer Vaccines

Anti-Viral Therapeutics

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

the enterprise.

SUBSEQUENT EVENT

On 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.

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.

Company’s consolidated revenue of $ 210,000 and inventor royalties, contingent legal fees, litigation and licensing expense of $ 161,000

for the three and six months ended April 30, 2023 were solely related to our encrypted audio/video conference calling technology, which

is included in our Other segment.

All our revenue is generated domestically (United States) based on the country in which the licensee

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 1. Financial Statements