What changed in this filing

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Item 1. Financial Statements

2024-06-04 compared with 2024-03-12 · 251 added, 174 removed, 408 unchanged (51% of the section changed)

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thousands, except share and per share data)

January 31, 2024

April 30, 2024

October 31, 2023

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100,000,000 shares authorized;

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

32,006,460 and 31,145,219 shares issued and outstanding as of April 30, 2024 and October 31, 2023, respectively

Additional paid-in capital

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For the three months ended

For the six months ended

Operating costs and expenses:

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

General and administrative expenses (including non-cash share-based compensation expenses of $ 771 and $ 558 , respectively)

Inventor royalties, contingent legal fees, litigation and licensing expenses

Research and development expenses (including non-cash stock-based compensation expenses of $ 520 , $ 492 , $ 1,009 and $ 998 , respectively)

General and administrative expenses (including non-cash stock-based compensation expenses of $ 740 , $ 735 , $ 1,511 and $ 1,292 , respectively)

Total operating costs and expenses

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED )

thousands, except share data)

THE THREE MONTHS ENDED JANUARY 31, 2024 (UNAUDITED )

THE THREE MONTHS ENDED APRIL 30, 2024

Shareholders’ Equity

Balance, January 31, 2024

$ ( 231,451 )

Stock option compensation to employees and directors

Stock options issued to consultants

Common stock issued in an at-the-market offering, net of offering expenses of $ 26

Common stock issued upon exercise of stock options

Common stock issued to consultants

Common stock issued to consultants, shares

Common stock issued pursuant to an employee stock purchase plan

Balance, April 30, 2024

$ ( 234,590 )

THE THREE MONTHS ENDED APRIL 30, 2023

Shareholders’

Balance, January 31, 2023

$ ( 220,707 )

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 an employee stock purchase plan

Balance, April 30, 2023

$ ( 222,995 )

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, 2024

Shareholders’

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Stock options issued to consultants

Common stock issued to consultants

Common stock issued in an at-the-market offering, net of offering expenses of $ 94

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

Common stock issued upon exercise of stock options

Balance, January 31, 2024

Common stock issued to consultants

Common stock issued pursuant to an employee stock purchase plan

Balance, April 30, 2024

$ ( 234,590 )

THE THREE MONTHS ENDED JANUARY 31, 2023 (UNAUDITED )

THE SIX MONTHS ENDED APRIL 30, 2023

Shareholders’

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Stock options issued to consultants

Common stock issued to consultants

Common stock issued upon exercise of stock options

Balance, January 31, 2023

Common stock issued to consultants

Common stock issued pursuant to an employee stock purchase plan

Balance, April 30, 2023

$ ( 222,995 )

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the three months ended

For the six months ended

Cash flows from operating activities:

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Common stock issued to consultants

Amortization of operating lease right-to-use asset

Amortization of operating lease right-of-use asset

Change in operating assets and liabilities:

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Cash flows from financing activities:

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

Proceeds from sale of common stock in an at-the-market offering, net of offering expenses of $ 94

Proceeds from sale of common stock in an at-the-market offering, net of offering expenses

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

Proceeds from exercise of stock options

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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.

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.

We have also recently launched a discovery program utilizing the same mechanism as our breast and ovarian

cancer vaccines, to develop additional cancer vaccines to address many intractable cancers, including high incidence malignancies in

lung, colon and prostate.

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

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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.

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

at Cleveland Clinic.

The first segment of the study, Phase 1a, will consist of 18 to 24 patients who have completed treatment for early-stage,

triple-negative breast cancer within the past three years and are currently tumor-free but at high risk for recurrence.

that 42% of TNBC patients will have a recurrence of their cancer, with most of the recurrences occurring in the first two to three years

after standard of care treatment.

During the course of the Phase 1a study, participants will receive three vaccinations, each two weeks

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

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,

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 at Cleveland Clinic.

The first segment of the study, Phase 1a, will consist of approximately 24

patients who have completed treatment for early-stage, triple-negative breast cancer within the past three years and are currently

tumor-free but at high risk for recurrence.

Studies show that 42% of TNBC patients will have a recurrence of their cancer, with most

of the recurrences occurring in the first two to three years after standard of care treatment.

During the course of the Phase 1a

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

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, in November 2023, we 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,

royalty-bearing license to use certain intellectual property owned or controlled by Cleveland Clinic relating to certain ovarian cancer

vaccine technology.

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

January 2024, we 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®).

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

to certain ovarian cancer vaccine technology.

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”).

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.

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

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by the Company to NCI.

May 2024, based on the positive clinical results to date in the development of our breast cancer vaccine, we entered into a Joint Development

and Option Agreement with Cleveland Clinic to collaborate in efforts to develop additional vaccines for the prevention or treatment of

Working with Cleveland Clinic researchers, we will focus on the same novel scientific mechanism as in our breast and ovarian

cancer vaccines, and work to discover additional retired proteins that may be associated with other forms of cancer, specifically high

incidence malignancies in the lung, colon and prostate.

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

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Due to such Company funding, Wistar’s

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

equity stake in Certainty was 4.5 % as of April 30, 2024.

in collaboration with the H.

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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.

In February 2024 and May 2024, we treated the first two patients, respectively,

in the second dose cohort, where the patients were 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 patients.

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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and Management’s Plans

on currently available information as of March 12, 2024, we believe that our existing cash, cash equivalents, short-term investments

on currently available information as of June 4, 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.

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.

During the six months ended April 30, 2024, we raised approximately $ 3,029,000 , net of expenses, through

an at-the-market equity offering of 785,290 shares of common stock, under which offering we may issue up to $ 100 million of common stock.

Under our at-the-market equity program, which is currently effective and may remain available for us to use in the future, as of April

30, 2024, we may sell an additional approximately $ 97 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, 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

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

position as of April 30, 2024, and results of operations and cash flows for the interim periods represented.

The results of operations

for the three months ended January 31, 2024 are not necessarily indicative of the results to be expected for the year.

for the three and six months ended April 30, 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 three months ended January 31, 2024 (in thousands):

forth the changes in noncontrolling interest for the six months ended April 30, 2024 (in thousands):

OF CHANGES IN NONCONTROLLING INTEREST

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Net loss attributable to noncontrolling interest

Balance, January 31, 2024

Balance, April 30, 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 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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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

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.

Company’s investment policy is to acquire U.S.

government 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.

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.

Company maintains stock 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.

Option Compensation Expense

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

account for stock options granted to employees, directors and others 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

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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.

related to service-based stock options granted to employees and directors of approximately $ 1,238,000 and $ 1,155,000 during the three

months ended April 30, 2024 and 2023, respectively, and approximately $ 2,346,000 and $ 2,112,000 during the six months ended April 30,

2024 and 2023, 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 $ 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:

to consultants of approximately $ 22,000 and $ 47,000 during the three months ended April 30, 2024 and 2023, respectively, and approximately

$ 78,000 and $ 128,000 during the six months ended April 30, 2024 and 2023, respectively.

the three and six months ended April 30, 2024, we had two stock option plans:

the Anixa Biosciences, Inc.

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“2010 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.

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 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,

the three months ended April 30, 2024 and 2023, we granted options to purchase 15,000 shares and 0 shares of common stock, respectively,

and during the six months ended April 30, 2024 and 2023, we granted options to purchase 1,350,000 shares and 1,505,000 shares of common

stock, respectively, to employees, directors and consultants, with exercise prices ranging from $ 3.17 to $ 4.39 per share, pursuant to the 2018 Share

During the three months ended April 30, 2024 and 2023, stock options to purchase 19,999 and 27,818 shares of common stock, respectively,

were exercised on a cash basis, with aggregate proceeds of approximately $ 57,000 and $ 75,000 , 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.

During the six months ended

April 30, 2024, stock options to purchase 43,999 shares of common stock were exercised on a cash basis, with aggregate proceeds of approximately

During the six months ended April 30, 2023 stock options to purchase 1,111 shares of common stock, of which 808 shares were

withheld, were exercised on a cashless basis and stock options to purchase 29,079 shares of common stock were exercised on a cash basis,

with aggregate proceeds of approximately $ 78,000

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, 2024 is as follows:

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

30, 2024 is as follows:

SCHEDULE OF OPTION ACTIVITY

Average Exercise

Price Per Share

Exercise Price

Intrinsic Value

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Options outstanding at October 31, 2023

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:

Options outstanding and exercisable at April 30, 2024

following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of April 30, 2024:

OF OUTSTANDING AND EXERCISABLE

Exercise Prices

Range of Exercise

Outstanding and

Weighted Average

Contractual Life

Weighted Average

Exercise Price

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

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

As of April 30, 2024, the 2018 Share Plan had 938,907 shares

available for future grants.

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

Information regarding the 2018 Share Plan for the six months ended April 30, 2024 is as follows:

OF OPTION ACTIVITY

Average Exercise

Price Per Share

Exercise Price

Intrinsic Value

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Options outstanding at October 31, 2023

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:

Options outstanding at April 30, 2024

Options exercisable at April 30, 2024

following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of April 30, 2024:

OF OUTSTANDING AND EXERCISABLE

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Exercise Prices

Contractual Life

Remaining Contractual

Exercise Price

Contractual Life

Exercise Price

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date of the applicable offering period, whichever is lower.

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

The ESPP 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, 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 three months ended January 31, 2024 is as follows:

During the three and six months ended April 30, 2024 and 2023, employees purchased 2,616 and

1,903 shares, respectively, with aggregate proceeds of approximately $ 7,000 and $ 6,000 , respectively.

of April 30, 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 six months ended April 30, 2024 is as follows:

OF WARRANTS ACTIVITY

Average Exercise

Price Per Share

Exercise Price

Intrinsic Value

Warrants outstanding at October 31, 2023

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:

Warrants outstanding and exercisable at April 30, 2024

following table summarizes information about the Company’s outstanding and exercisable warrants as of April 30, 2024:

OF OUTSTANDING AND EXERCISABLE

Range of Exercise

Outstanding and

Contractual Life

Weighted Average

Exercise Price

FAIR VALUE MEASUREMENTS

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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

following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of April 30, 2024 (in

SCHEDULE OF FAIR VALUE MEASUREMENTS

Money market funds:

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expenses consist of the following as of:

OF ACCRUED EXPENSES

SCHEDULE OF ACCRUED EXPENSES

(in thousands)

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Accrued other

Accrued expenses

NET LOSS PER SHARE OF COMMON STOCK

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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, 2024 and 2023, were stock options to purchase

reason, excluded from the calculation of Diluted EPS for the six months ended April 30, 2024 and 2023, were stock options to purchase

12,422,094 and 11,643,682 shares, respectively, and warrants to purchase 300,000 and 300,000 shares, respectively.

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statements and related disclosures.

In November 2023, the FASB issued

Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, to provide more disaggregated

expense information about a public entity’s reportable segments.

The amendments in this update should be applied retrospectively

and are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

expect the adoption of this standard to have a material impact on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued Accounting Standards Update 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, to require disaggregated information about a reporting entity’s

effect tax rate reconciliation as well as information on income taxes paid.

The amendments in this update should be applied prospectively,

with an option to apply them retrospectively, and are effective for fiscal years beginning after December 15, 2024 for public entities.

We do not expect the adoption of this standard to 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 January 31, 2024 and October 31, 2023 and we account for interest and penalties related

We have no unrecognized income tax benefits as of April 30, 2024 and October 31, 2023 and we account for interest and penalties related

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

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

the three months ended January 31, 2024 and 2023.

the three months ended April 30, 2024 and 2023, and approximately $ 33,000 and $ 33,000 , respectively, for the six months ended April 30,

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

29 -month lease term as of April 30, 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.

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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

of April 30, 2024, the annual minimum future lease payments of our operating lease liabilities were as follows (in thousands):

SCHEDULE OF MINIMUM LEASE PAYMENTS

years Ended October 31,

future minimum lease payments, undiscounted

Imputed interest

Present value of future minimum lease payments

value of future minimum lease payments

COMMITMENTS AND CONTINGENCES

2 unchanged sentences

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

1 unchanged sentence

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.

As of April 30, 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 $ 3.7 million and such payments may

be made over up to a five -year period.

SEGMENT INFORMATION

5 unchanged sentences

While our results

of operations are primarily reviewed on a consolidated basis, the chief operating decision-maker manages the enterprise in four reportable

of operations are primarily reviewed on a consolidated basis, the chief operating decision-maker manages the enterprise in three reportable

segments, each with different operating and potential revenue generating characteristics:

(i) CAR-T Therapeutics, (ii) Cancer Vaccines

(iii) Anti-Viral Therapeutics and (iv) Other.

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

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

OF SEGMENT INFORMATION

and (iii) Other.

The following represents selected financial information for our segments for the three and six months ended April 30,

2024 and 2023 and as of April 30, 2024 and October 31, 2023, in thousands:

SCHEDULE OF SEGMENT INFORMATION

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 share-based compensation

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

Operating costs and expenses excluding non-cash

share based compensation expense:

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

Operating costs and expenses excluding non-cash share based compensation

2 unchanged sentences

Cancer Vaccines

Anti-Viral Therapeutics

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

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

the enterprise.

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

SUBSEQUENT EVENT

May 3, 2024, we entered into a Joint Development and Option Agreement (the “Agreement”) with Cleveland Clinic.

the Agreement, the parties agreed on the terms and conditions under which the parties will collaborate in efforts to develop vaccines

for the prevention or treatment of cancers using the same mechanism as our breast and ovarian cancer vaccines, focusing on high incidence

malignancies in lung, colon and prostate.

As consideration, the Company paid Cleveland Clinic a non-refundable, option fee in May 2024.

The Company will also provide development funding in three tranches, the first payment was paid in May 2024, the second payment will

be paid on or before January 31, 2025 and the third payment will be paid on or before January 31, 2026.

None of these payments are expected to have a material effect on the Company’s

results of operations or financial condition.

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