What changed in this filing

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Item 1. Financial Statements

2024-03-12 compared with 2023-09-06 · 249 added, 337 removed, 333 unchanged (64% of the section changed)

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thousands, except share and per share data)

July 31, 2023

January 31, 2024

October 31, 2023

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

140 shares authorized;

no shares issued or outstanding

Preferred stock, value

Common stock, par value $ .01 per share;

100,000,000 shares authorized;

31,017,770 and 30,913,902

shares issued and outstanding as of July 31, 2023 and October 31, 2022, respectively

31,754,375 and 31,145,219 shares issued and outstanding as of January 31, 2024 and October 31, 2023, respectively

Additional paid-in capital

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For the Three Months Ended

For the nine months ended

Operating costs and expenses:

Inventor royalties, contingent legal fees, litigation and licensing expenses

Research and development expenses (including non-cash share-based compensation expenses of $ 489 and $ 505 , respectively)

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED )

CONSOLIDATED STATEMENTS OF EQUITY

thousands, except share data)

THE THREE MONTHS ENDED JULY 31, 2023

THE THREE MONTHS ENDED JANUARY 31, 2024 (UNAUDITED )

Shareholders’

Balance, April 30, 2023

$ ( 222,995 )

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

Balance, July 31, 2023

$ ( 225,506 )

THE THREE MONTHS ENDED JULY 31, 2022

Shareholders’

Balance, April 30, 2022

Balance, October 31, 2023

$ ( 228,196 )

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Stock options issued to consultants

Common stock issued upon exercise of stock options

Common stock issued to consultants

Balance, July 31, 2022

$ ( 214,909 )

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 NINE MONTHS ENDED JULY 31, 2023

Shareholders’

Balance, October 31, 2022

$ ( 218,385 )

Stock option compensation to employees and directors

Stock options and warrants issued to consultants

Common stock issued in an at-the-market offering, net of offering expenses of $ 68

Common stock issued upon exercise of stock options

Common stock issued to consultants

Common stock issued pursuant to employee stock purchase plan

Balance, July 31, 2023

Balance, January 31, 2024

$ ( 231,451 )

THE NINE MONTHS ENDED JULY 31, 2022

THE THREE MONTHS ENDED JANUARY 31, 2023 (UNAUDITED )

Shareholders’

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Stock option compensation to employees and directors

Stock options and warrants issued to consultants

Common stock issued upon exercise of stock options and warrants

Stock options issued to consultants

Common stock issued to consultants

Common stock issued pursuant to employee stock purchase plan

Balance, July 31, 2022

Common stock issued upon exercise of stock options

Balance, January 31, 2023

$ ( 220,707 )

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the nine months ended July 31,

For the three months ended

Cash flows from operating activities:

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Stock option compensation to employees and directors

Stock options and warrants issued to consultants

Stock options issued to consultants

Common stock issued to consultants

Amortization of operating lease right-of-use asset

Amortization of operating lease right-to-use asset

Change in operating assets and liabilities:

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Proceeds from maturities of short-term investments

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

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

Net proceeds from sale of common stock in an at-the-market offering

Proceeds from exercise of stock options

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

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AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS AND FUNDING

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

and its consolidated subsidiaries.

Our primary operations involve developing therapies and vaccines that are focused on critical

unmet needs in oncology and infectious disease.

Our vaccine programs include (i) the development of a preventative vaccine against triple

negative breast cancer (“TNBC”), the most lethal form of breast cancer, as well other forms of breast cancer and (ii) the

development of a preventative vaccine against ovarian cancer.

Our therapeutics programs include (i) the development of a chimeric endocrine

receptor T-cell therapy, a novel form of chimeric antigen receptor T-cell (“CAR-T”) technology, initially focused on treating

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

(“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

and its consolidated subsidiaries unless otherwise indicated.

Biosciences, Inc.

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

Our vaccine programs include (i) the development of a preventative vaccine against triple negative breast cancer (“TNBC”),

the most lethal form of breast cancer, as well other forms of breast cancer and (ii) the development of a preventative vaccine against

ovarian cancer.

Our therapeutics programs include (i) the development of a chimeric endocrine receptor T cell therapy, a novel form of

chimeric antigen receptor T cell (“CAR-T”) technology, initially focused on treating ovarian cancer, which is being developed

at our subsidiary, Certainty Therapeutics, Inc.

(“Certainty”), and (ii) until March 2023, the development of anti-viral drug candidates

for the treatment of Covid-19.

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

Foundation (“Cleveland Clinic”) relating to certain breast cancer vaccine technology developed at Cleveland Clinic.

agreement requires us to make certain cash payments to Cleveland Clinic upon achievement of specific development milestones.

this technology, we are working in collaboration with Cleveland Clinic to develop a method to vaccinate women against contracting breast

cancer, focused specifically on TNBC.

cancer, focused initially on TNBC.

The focus of this vaccine is a specific protein, α-lactalbumin, that is only expressed during

lactation in a healthy mother’s mammary tissue.

This protein disappears when the mother is no longer lactating, but reappears in

lactation in a healthy woman’s mammary tissue.

This protein disappears when the woman is no longer lactating, but reappears in

many forms of breast cancer, especially TNBC.

Studies have shown that vaccinating against this protein prevents breast cancer in mice.

Food and Drug Administration’s (“FDA”) authorization to proceed with clinical trials in December 2020, in

October 2021, we commenced dosing patients in a Phase 1 clinical trial of our breast cancer vaccine.

This study, which is being funded

Department of Defense grant, is a multiple-ascending dose Phase 1 trial to determine the maximum tolerated dose (“MTD”)

of the vaccine in patients with early-stage, triple-negative breast cancer as well as monitor immune response.

October 2021, following the U.S.

Food and Drug Administration’s (“FDA”) authorization to proceed, we commenced dosing

patients in a Phase 1 clinical trial of our breast cancer vaccine.

This study, which is being funded by a U.S.

Department of Defense

grant to Cleveland Clinic, is a multiple-ascending dose Phase 1 trial to determine the maximum tolerated dose (“MTD”) of

the vaccine in patients with early-stage, triple-negative breast cancer as well as monitor immune response.

The study is being conducted

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apart, and will be closely monitored for side effects and immune response.

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.

In January 2023, the number

of participants in each dose cohort was expanded, and as of August 2023, we have completed vaccinating all patients in these expanded

The patient blood samples are currently being analyzed, and we anticipate presenting data from all Phase 1a trial participants

vaccinated to date at the San Antonio Breast Cancer Symposium in December 2023.

In the coming months, we will begin vaccinating participants

in two additional dose cohorts at dose levels higher than the currently determined maximum tolerated dose and lower than the highest

dose where we saw dose limiting toxicity.

Further, we have commenced recruitment for participants in the second segment of the trial,

Phase 1b, 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.

Finally, we have also commenced recruitment for participants in the third segment of the trial, Phase

1c, that will include participants who are currently undergoing treatment with pembrolizumab (Keytruda®).

In January 2023, the number of participants in each dose cohort

was expanded, and as of August 2023, we had completed vaccinating all patients in these expanded cohorts.

In December 2023, we presented

the immunological data collected to date at the San Antonio Breast Cancer Symposium.

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.

We have begun vaccinating

participants in up to three additional dose cohorts at dose levels higher than the currently determined MTD and lower than the highest

dose where we observed dose limiting side effects.

Further, we have commenced vaccination of participants in the second segment of the

trial, Phase 1b, that includes participants who have never had cancer, but carry certain mutations in genes such as BRCA1, BRCA2 or PALB2,

that indicate a greater risk of developing TNBC in the future, and have elected to have a prophylactic mastectomy.

Finally, we have commenced

vaccination of participants in the third segment of the trial, Phase 1c, that includes post-operative TNBC patients that have residual

disease following treatment and are currently undergoing treatment with pembrolizumab (Keytruda®).

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

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vaccine technology.

This technology pertains to among other things, the use of vaccines for the treatment or prevention of ovarian cancers

which express the anti-Mullerian hormone receptor 2 protein containing an extracellular domain (“AMHR2-ED”).

In healthy tissue,

this protein regulates growth and development of egg-containing follicles in the ovary.

While expression of AMHR2-ED naturally and markedly

declines during menopause, this protein is expressed at high levels in the ovaries of postmenopausal women with ovarian cancer.

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

We entered into a joint

development agreement with Cleveland Clinic to advance this vaccine toward human clinical testing.

May 2021, Cleveland Clinic was granted an award for our ovarian cancer vaccine technology by the National Cancer Institute’s (“NCI”)

PREVENT program.

The license agreement requires us to make certain cash payments to Cleveland Clinic upon achievement of specific

development milestones.

This technology pertains to among other things, the use of vaccines for the treatment or prevention of ovarian

cancers which express the anti-Mullerian hormone receptor 2 protein containing an extracellular domain (“AMHR2-ED”).

tissue, this protein regulates growth and development of egg-containing follicles in the ovary.

While expression of AMHR2-ED naturally

and markedly declines during menopause, this protein is expressed at high levels in the ovaries of postmenopausal women with ovarian

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

May 2021, Cleveland Clinic was granted acceptance for our ovarian cancer vaccine technology into the National Cancer Institute’s

(“NCI”) PREVENT program.

The NCI is a part of the National Institutes of Health (“NIH”).

The PREVENT program is a peer-reviewed agent

development program designed to support pre-clinical development of innovative interventions and biomarkers for cancer prevention and

interception towards clinical trials.

The scientific and financial resources of the PREVENT program are being used for our ovarian cancer

vaccine technology to perform virtually all pre-clinical research and development, manufacturing and IND-enabling studies.

is being performed at NCI facilities, by NCI scientific staff and with NCI financial resources and will require no material financial

expenditures by the Company, nor the transfer of any rights of the Company’s assets.

The PREVENT program

is a peer-reviewed agent development program designed to support pre-clinical development of innovative interventions and biomarkers

for cancer prevention and interception towards clinical trials.

The scientific and financial resources of the PREVENT program are being

used for our ovarian cancer vaccine technology to perform virtually all pre-clinical research and development, manufacturing and Investigational

New Drug (“IND”) application enabling studies.

This work is being performed at NCI facilities, by NCI scientific staff and

with NCI financial resources and will require no material financial expenditures by the Company, nor the payment of any future consideration

by the Company to NCI.

subsidiary, Certainty, is developing immuno-therapy drugs against cancer.

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With respect to Certainty’s equity obligations

to Wistar, Certainty issued to Wistar shares of its common stock equal to five percent ( 5 %) of the common stock of Certainty.

to Wistar, Certainty issued to Wistar shares of its common stock equal to five percent ( 5 %) of the common stock of Certainty, such equity

stake subject to dilution by further funding of Certainty’s activities by the Company.

Due to such Company funding, Wistar’s

equity stake in Certainty was 4.6 % as of January 31, 2024.

in collaboration with the H.

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

We received authorization

from the FDA in August 2021, to commence enrollment and treatment of patients in a Phase 1 clinical trial.

We began patient recruitment

for the trial in March 2022, and in August 2022, we treated the first patient in the trial, and the treatment was well-tolerated by the

Further, in May 2023 and August 2023, we treated the second and third patients in the trial, respectively, at the same dose

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

We anticipate that we will begin

enrolling the successive patient cohort, that we expect to give a three-times higher dose of cells, in the fourth quarter of 2023.

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

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 enrollment, and how long we maintain the two different delivery 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.

After receiving authorization

from the FDA, we commenced enrollment of patients in a Phase 1 clinical trial and treated the first patient in August 2022.

in May 2023 and August 2023, we treated the second and third patients in the trial, respectively, at the same dose level as the first

patient, and the treatment was well-tolerated by the patients.

In February 2024, we treated the first patient in the second dose cohort,

where the patient was administered a three-times higher dose of cells than the patients in the first cohort.

The treatment appears to

have been well-tolerated by the patient.

This study is a dose-escalation trial with two arms based on route of delivery—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 enrollment, and how long we maintain the two different

delivery methods.

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

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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 nine months ended July 31, 2023, we derived approximately $ 210,000 of revenue from these activities).

the settlement of litigation.

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 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.

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.

and Management’s Plans

on currently available information as of September 6, 2023, we believe that our existing cash, cash equivalents, short-term investments

on currently available information as of March 12, 2024, 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 July 31, 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 nine months ended July 31, 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.

During the three months ended January 31, 2024, we raised approximately $ 2,196,000 , net of expenses,

through an at-the-market equity offering of 555,820 shares of common stock, under which offering we may issue up to $ 100 million of common

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, 2024, we may sell an additional approximately $ 98 million of common stock.

We may seek to obtain working capital during

our fiscal year 2024 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.

SIGNIFICANT ACCOUNTING POLICIES

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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 July 31, 2023, and results of operations and cash flows for the interim periods represented.

position as of January 31, 2024, and results of operations and cash flows for the interim periods represented.

The results of operations

for the three and nine months ended July 31, 2023 are not necessarily indicative of the results to be expected for the year.

for the three months ended January 31, 2024 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 nine months ended July 31, 2023 (in thousands):

SCHEDULE OF CHANGES IN NONCONTROLLING INTEREST

forth the changes in noncontrolling interest for the three months ended January 31, 2024 (in thousands):

OF CHANGES IN NONCONTROLLING INTEREST

Balance, October 31, 2023

Net loss attributable to noncontrolling interest

Balance, July 31, 2023

Balance, January 31, 2024

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

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Accordingly, the performance obligations from

these agreements were satisfied and 100 % of the revenue was recognized upon the execution of the agreements.

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

(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.

and development expenses consist primarily of employee compensation, payments to third parties for research and development activities

and other direct costs associated with developing our therapeutics and vaccines.

We recognize research and development expenses as incurred.

Advance payments for future research and development activities are deferred and expensed as the services are performed.

our preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions,

clinical research organizations (“CROs”), clinical manufacturing organizations (“CMOs”), and other parties that

conduct and manage various stages of research and development activities on our behalf.

Fees for such services are recognized based on

management’s estimates after considering the activities and tasks completed by each service provider in a given period, the time

period over which services are expected to be performed, and the level of effort expended in each reporting period.

Company’s investment policy is to acquire debt securities with fixed maturities and contractual cash flows that the Company has

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which is amortized to interest income, and are accounted for as held-to-maturity securities.

SHARE-BASED COMPENSATION

Company maintains equity incentive plans under which the Company grants incentive stock options, non-qualified stock options, stock appreciation

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

STOCK BASED COMPENSATION

Company maintains stock equity incentive plans under which the Company may grant incentive stock options, non-qualified stock options,

stock appreciation rights, stock awards, performance awards, or stock units to employees, directors and consultants.

Option Compensation Expense

compensation cost for service-based stock options granted to employees and directors is measured at the grant date, based on the fair

value of the award using the Black-Scholes pricing model, and is expensed on a straight-line basis over the requisite service period

(the vesting period of the stock option) which is one to four years.

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

stock options granted to employees and directors of approximately $ 1,153,000 and $ 941,000 during the three months ended July 31, 2023

and 2022, respectively, and approximately $ 3,265,000 and $ 2,546,000 during the nine months ended July 31, 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

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

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

On 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 July 31, 2023 and 2022 of approximately $ 0 and $ 388,000 , respectively, and approximately

$ 0 and $ 2,381,000 during the nine months ended July 31, 2023 and 2022, respectively.

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

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

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

We recorded stock-based compensation expense

related to service-based stock options granted to employees and directors of approximately $ 1,108,000 and $ 957,000 during the three months

ended January 31, 2024 and 2023.

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 $ 47,000 and $ 109,000 during the three months ended July 31, 2023 and 2022, respectively, and approximately

$ 175,000 and $ 326,000 during the nine months ended July 31, 2023 and 2022, respectively.

stock options granted to consultants that vest based on market conditions, such as changes in trading activity in the Company’s

common stock, we use the Black-Scholes pricing model to estimate the fair value at the time which we believe the market conditions are

reasonably likely to be met.

On January 30, 2023, we granted market condition stock options to a consultant for 200,000 shares of common

stock, that vests in full upon the achievement of certain Company stock trading activity metrics that must be met within twelve months.

We did not record any market condition stock-based compensation expense on the date of grant nor in the three and nine months ended July

31, 2023, as we do not believe it is likely that the market conditions will be met.

the three months ended July 31, 2023, we had securities outstanding that were granted from two stock option plans:

the Anixa Biosciences,

2010 Share Incentive Plan (the “2010 Share Plan”) and the Anixa Biosciences, Inc.

to consultants of approximately $ 56,000 and $ 81,000 during the three months ended January 31, 2024 and 2023, respectively.

the three months ended January 31, 2024, we had two stock option plans:

the Anixa Biosciences, Inc.

2010 Share Incentive Plan (the “2010

Share Plan”), which were adopted by our Board of Directors on July 14, 2010 and January 25, 2018, respectively.

The 2018 Share

Plan was approved by our shareholders on March 29, 2018.

Share Plan”) and the Anixa Biosciences, Inc.

2018 Share Incentive Plan (the “2018 Share Plan”), which were adopted

by our Board of Directors on July 14, 2010 and January 25, 2018, respectively.

The 2018 Share Plan was approved by our shareholders on

March 29, 2018.

Option Activity

the three months ended July 31, 2023 and 2022, we did not grant any options to purchase shares of common stock, and during the nine months

ended July 31, 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 Plan.

During the three

months ended July 31, 2023 and 2022, stock options to purchase 10,446 and 321,388 shares of common stock, respectively, were exercised

on a cash basis, with aggregate proceeds of approximately $ 3,000 and $ 830,000 , respectively.

During the three months ended July 31, 2023

and 2022, stock options to purchase 160,000 shares of common stock, of which 115,417 shares were withheld, and 680,000 shares of common

stock, of which 505,340 shares were withheld, were exercised on a cashless basis, respectively.

During the nine months ended July 31,

2023 and 2022, stock options to purchase 39,525 and 321,388 shares of common stock, respectively, were exercised on a cash basis, with

aggregate proceeds of approximately $ 81,000 and $ 830,000 , respectively.

During the nine months ended July 31, 2023 and 2022, stock options

to purchase 161,111 shares of common stock, of which 116,225 shares were withheld, and 780,000 shares of common stock, of which 558,431

shares were withheld, were exercised on a cashless basis, respectively.

the three months ended January 31, 2024 and 2023, we granted options to purchase 1,335,000 shares and 1,505,000 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, 2024 and 2023, stock options to purchase 24,000 and 1,261 shares of common stock, respectively,

were exercised on a cash basis, with aggregate proceeds of approximately $ 67,000 and $ 3,000 , respectively.

During the three months ended

January 31, 2023, stock options to purchase 1,111 shares of common stock, of which 808 shares were withheld, were exercised on a cashless

During the three months ended January 31, 2024, no stock options were exercised on a cashless basis.

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 nine months ended July

31, 2023 is as follows:

Information regarding the 2010 Share Plan for the three months ended

January 31, 2024 is as follows:

SCHEDULE OF OPTION ACTIVITY

Average Exercise Price Per Share

Average Exercise

Price Per Share

Intrinsic Value

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Options outstanding at October 31, 2023

Options outstanding and exercisable at July 31, 2023

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

SCHEDULE OF OUTSTANDING AND EXERCISABLE

Range of Exercise Prices

Number Outstanding and

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price

Options outstanding and exercisable at January 31, 2024

following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of January 31, 2024:

OF OUTSTANDING AND EXERCISABLE

Exercise Prices

Outstanding and

Weighted Average

Contractual Life

Exercise Price

0.67 - $ 2.27

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

As of July 31, 2023, the 2018 Share Plan had 825,000 shares

As of January 31, 2024, the 2018 Share Plan had 883,906 shares

available for future grants.

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

SCHEDULE OF OPTION ACTIVITY

Weighted Average Exercise Price Per Share

Aggregate Intrinsic Value

Information regarding the 2018 Share Plan for the three months ended January 31, 2024 is as follows:

OF OPTION ACTIVITY

Average Exercise

Price Per Share

Intrinsic Value

(in thousands)

Options outstanding at October 31, 2023

Options outstanding at July 31, 2023

Options exercisable at July 31, 2023

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

SCHEDULE OF OUTSTANDING AND EXERCISABLE

Forfeited/Expired

Options outstanding at January 31, 2024

Options exercisable at January 31, 2024

following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of January 31, 2024:

OF OUTSTANDING AND EXERCISABLE

Options Outstanding

Options Exercisable

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

Exercise Prices

Contractual Life

Exercise Price

Contractual Life

Exercise Price

2.09 - $ 3.87

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by our shareholders on September 27, 2018.

During the nine months ended July 31, 2023 and 2022, employees purchased 1,903 and 2,389 shares,

respectively, with aggregate proceeds of approximately $ 6,000 and $ 6,000 , 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 $ 0 and $ 220,000 , respectively,

during the three and nine months ended July 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.

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

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

During the three months ended January 31, 2024 and 2023, no shares were purchased under the

of January 31, 2024, we 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 nine months ended July 31, 2023 is as follows:

SCHEDULE OF WARRANTS ACTIVITY

Average Exercise Price Per Share

Intrinsic Value

regarding the Company’s warrants for the three months ended January 31, 2024 is as follows:

OF WARRANTS ACTIVITY

Average Exercise

Price Per Share

Warrants Outstanding at October 31, 2023

Warrants outstanding and exercisable at July 31, 2023

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

SCHEDULE OF OUTSTANDING AND EXERCISABLE

Outstanding and

Weighted Average

Contractual Life

Warrants Outstanding and Exercisable at January 31, 2024

following table summarizes information about the Company’s outstanding and exercisable warrants as of January 31, 2024:

OF OUTSTANDING AND EXERCISABLE

FAIR VALUE MEASUREMENTS

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These inputs reflect management’s own assumptions about the assumptions

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 July 31, 2023 (in thousands):

SCHEDULE OF FAIR VALUE MEASUREMENTS

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, 2024 (in

OF FAIR VALUE MEASUREMENTS

Money market funds:

Cash equivalents

Certificates of deposit:

Cash equivalents

Short-term investments

treasury bills:

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Cash equivalents

Money market funds Cash equivalents

Certificates of deposit:

Cash equivalents

Short term investments

Certificates of deposit Short term investments

treasury bills:

Short-term investments

treasury bills Short-term investments

Total financial assets

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

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

The estimated fair

value of prepaid expenses and other current assets, accounts payable and accrued expenses approximates their individual carrying amounts

due to the short-term nature of these measurements.

The carrying value of cash equivalents approximates fair value.

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

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

The estimated fair value

of prepaid expenses and other current assets, accounts payable and accrued expenses approximates their individual carrying amounts due

to the short-term nature of these measurements.

Cash equivalents are stated at carrying value which approximates fair value.

ACCRUED EXPENSES

expenses consist of the following as of:

SCHEDULE OF ACCRUED EXPENSES

July 31, 2023

October 31, 2022

OF ACCRUED EXPENSES

(in thousands)

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Accrued royalty and contingent legal fees

Accrued collaborative research expenses

Accrued other

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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 nine months ended July 31, 2023 and 2022, were stock options to purchase

reason, excluded from the calculation of Diluted EPS for the three months ended January 31, 2024 and 2023, were stock options to purchase

12,497,094 and 11,821,500 shares, respectively, and warrants to purchase 300,000 and 300,000 shares, respectively.

EFFECT OF RECENTLY ADOPTED AND ISSUED PRONOUNCEMENTS

August 2020, the FASB issued Accounting Standards Update 2020-06 (“ASU 2020-06”), Accounting for Convertible Instruments

and Contracts in an Entity’s Own Equity.

The amendments in ASU 2020-06 include guidance on convertible instruments and the derivative

scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include

beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20.

Additionally, ASU

2020-06 will require entities to use the “if-converted” method when calculating diluted earnings per share for convertible

The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods

within those fiscal years.

The adoption of this standard did not have a material impact on our consolidated financial statements and

related disclosures.

May 2021, the FASB issued Accounting Standards Update 2021-04 (“ASU 2021-04”), Issuer’s Accounting for Certain Modifications

or Exchanges of Freestanding Equity-Classified Written Call Options.

The guidance in ASU 2021-04 requires the issuer to treat a modification

of an equity-classified written call option (the “option”) that does not cause the option to become liability-classified

as an exchange of the original option for a new option.

This guidance applies whether the modification is structured as an amendment

to the terms and conditions of the option or as termination of the original option and issuance of a new option.

The amendments in this

update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

of this standard did not have a material impact on our consolidated financial statements and related disclosures.

October 2021, the FASB issued Accounting Standards Update 2021-08, Business Combinations (Topic 805):

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interim periods within those fiscal years.

We do not expect the adoption of this standard to have a material impact on our consolidated

financial statements and related disclosures.

The adoption of this standard did not have a material impact on our consolidated financial

statements and related disclosures.

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

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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 July 31, 2023 and October 31, 2022 and we account for interest and penalties related

We have no unrecognized income tax benefits as of January 31, 2024 and October 31, 2023 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)

from an unrelated party pursuant to an operating lease that was to expire on September 30, 2021 .

Effective August 17, 2021, the lease

was amended to extend the expiration date to September 30, 2024, with an option to extend the lease an additional two years .

rent is approximately $ 5,000 per month and the lease provides for annual increases of approximately 3 % and an escalation clause for increases

in certain operating costs.

The amendment to the lease resulted in a right-of-use asset and lease liability of approximately $ 260,000

with a discount rate of 10 %.

Rent expense was approximately $ 17,000 and $ 17,000 , respectively, for the three months ended July 31, 2023

and 2022, and approximately $ 50,000 and $ 50,000 , respectively, for the nine months ended July 31, 2023 and 2022.

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

The remaining 38 -month

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

option period that the Company expects to exercise.

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

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

SCHEDULE OF MINIMUM LEASE PAYMENTS

For Periods Ended October 31,

Operating Leases

from an unrelated party pursuant to an operating lease that, as amended, will expire on September 30, 2024 , with an option to extend

the lease an additional two years .

Our base rent is approximately $ 5,000 per month and the lease provides for annual increases of approximately

3 % and an escalation clause for increases in certain operating costs.

The lease, as amended, resulted in a right-of-use asset and lease

liability of approximately $ 260,000 with a discount rate of 10 % .

Rent expense was approximately $ 17,000 and $ 17,000 , respectively, for

the three months ended January 31, 2024 and 2023.

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

The remaining

32 -month lease term as of January 31, 2024 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 are present.

of January 31, 2024, the annual minimum future lease payments of our operating lease liabilities were as follows (in thousands):

OF MINIMUM LEASE PAYMENTS

For years Ended October 31,

Total future minimum lease payments, undiscounted

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Present value of future minimum lease payments

AND CONTINGENCES

COMMITMENTS AND CONTINGENCES

than lawsuits related to the enforcement of our patent rights, we are not a party to any material pending legal proceedings, nor are

1 unchanged sentence

or financial condition.

of January 31, 2024, our commitments under certain technology license agreements related to our therapeutic and vaccine development programs

for the remainder of fiscal year 2024, were approximately $ 14,000 .

& Development Agreements

have entered into certain research and development agreements with various third-party vendors related to the manufacturing and stability

testing of the materials necessary for the development of our breast cancer vaccine and our CAR-T therapeutic.

As of January 31, 2024,

future payments the Company may make under these agreements, dependent upon, among other things, development of analytical methods,

formulation feasibility studies, stability testing, and results of manufacturing processes, may be approximately $ 3.6 million and such payments may be made over up to

a five-year period.

SEGMENT INFORMATION

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

and nine months ended July 31, 2023 and 2022 and as of July 31, 2023 and October 31, 2022, in thousands:

SCHEDULE OF SEGMENT INFORMATION

months ended January 31, 2024 and 2023 and as of January 31, 2024 and October 31, 2023 (in thousands):

OF SEGMENT INFORMATION

For the Three Months Ended

For the Nine Months Ended

CAR-T Therapeutics

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Less non-cash share-based compensation

Operating costs and expenses

excluding non-cash share-based

Operating costs and expenses excluding

non-cash share-based compensation:

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

Operating costs and expenses excluding non-cash

share based compensation expense:

CAR-T Therapeutics

1 unchanged sentence

Anti-Viral Therapeutics

July 31, 2023

October 31, 2022

Operating costs and expenses excluding non-cash share based compensation

Total assets:

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the enterprise.

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

for the nine months ended July 31, 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 is located.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements