What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-06-04 compared with 2024-03-12 · 122 added, 49 removed, 135 unchanged (56% of the section changed)

19 unchanged sentences

OF OPERATIONS

months ended January 31, 2024 compared with three months ended January 31, 2023

had no revenue during the three-month periods ended January 31, 2024 and 2023.

months ended April 30, 2024 compared with three months ended April 30, 2023

had no revenue during the three months ended April 30, 2024.

For the three months ended April 30, 2023, we recorded revenue of approximately

$210,000 from one license agreement.

The license agreement provided for a one-time, non-recurring, lump sum payment in exchange for a

non-exclusive retroactive and future license, and covenant not to sue.

Pursuant to the terms of the agreement, we have no further obligations

with respect to the granted intellectual property rights, including no obligation to maintain or upgrade the technology, or provide future

support or services.

Accordingly, the performance obligations from this license agreement were satisfied and 100% of the revenue was

recognized upon execution of the license agreement.

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

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

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

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

3 unchanged sentences

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

We hope to achieve a profitable outcome

by eventually licensing our technologies to large pharmaceutical companies that have the resources and infrastructure in place to manufacture,

market and sell our technologies as therapeutics or vaccines.

The eventual licensing of any of our technologies may take several years,

if it is to occur at all, and may depend on positive results from human clinical trials.

We intend to achieve a profitable

outcome by eventually licensing our technologies to large pharmaceutical companies that have the resources and infrastructure in place

to manufacture, market and sell our technologies as therapeutics or vaccines.

The eventual licensing of any of our technologies may take

several years, if it is to occur at all, and may depend on positive results from human clinical trials.

Royalties, Contingent Legal Fees, Litigation and Licensing Expenses

had no inventor royalties, contingent legal fees, litigation and licensing expenses during the three months ended April 30, 2024.

royalties, contingent legal fees, litigation and licensing expenses for the three months ended April 30, 2023 were approximately $161,000.

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

Litigation and licensing

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

and Development Expenses

and development expenses are related to the development of our cancer therapeutics and vaccine programs and the expenses incurred in

the three months ended January 31, 2024 consisted of approximately $629,000 and $720,000 for CAR-T therapeutics and cancer vaccines,

respectively.

and development expenses increased by approximately $281,000 to approximately $1,349,000 in the three months ended January 31, 2024,

from approximately $1,068,000 in the three months ended January 31, 2023.

The increase in research and development expenses was primarily

due to an increase in outside research and development expenses related to our breast cancer vaccine program of approximately $164,000,

an increase in outside research and development expenses related to our CAR-T therapeutics program of approximately $141,000, and an

increase in employee compensation and related costs, other than stock option compensation expense, of approximately $84,000, offset by

a decrease in outside research and development expenses related to our ovarian cancer vaccine program of approximately $71,000.

the three months ended April 30, 2024 consisted of approximately $798,000 and $848,000 for CAR-T therapeutics and cancer vaccines, respectively.

and development expenses increased by approximately $648,000 to approximately $1,646,000 in the three months ended April 30, 2024, from

approximately $998,000 in the three months ended April 30, 2023.

The increase in research and development expenses was primarily due

to an increase in outside research and development expenses related to our CAR-T therapeutics program of approximately $266,000, an increase

in outside research and development expenses related to our breast cancer vaccine program of approximately $229,000, an increase in employee

compensation and related costs, other than stock option compensation expense, of approximately $111,000, and an increase in employee

stock option compensation of approximately $62,000.

and Administrative Expenses

and administrative expenses increased by approximately $772,000 to approximately $2,260,000 in the three months ended January 31, 2024,

from approximately $1,488,000 in the three months ended January 31, 2023.

and administrative expenses increased by approximately $210,000 to approximately $1,821,000 in the three months ended April 30, 2024,

from approximately $1,611,000 in the three months ended April 30, 2023.

The increase in general and administrative expenses was primarily

due to an increase in investor and public relations expense of approximately $389,000, an increase in employee stock option compensation

expense of approximately $95,000, an increase in legal and other professional fees of approximately $78,000, an increase in employee

compensation and related costs, other than stock option compensation expense, of approximately $77,000, and an increase in director compensation,

including stock option compensation, of approximately $72,000.

income increased by approximately $117,000 to approximately $319,000 in the three months ended January 31, 2024, from approximately $202,000

in the three months ended January 31, 2023, due to an increase in interest rates and the increased dollar amount held in short-term investments.

due to an increase in investor and public relations expense of approximately $214,000, an increase in consulting fees of approximately

$89,000, and an increase in director stock option compensation expense of approximately $48,000, offset by a decrease in employee compensation and related costs, other than stock option compensation

of approximately $111,000.

income increased by approximately $34,000 to approximately $287,000 in the three months ended April 30, 2024, from approximately $253,000

in the three months ended April 30, 2023, due to an increase in interest rates and the increased average dollar amount held in short-term

Loss Attributable to Noncontrolling Interest

net loss attributable to noncontrolling interest, representing Wistar’s ownership interest in Certainty’s net loss, increased

by approximately $3,000 to approximately $35,000 in the three months ended January 31, 2024 from approximately $32,000 in the three months

ended January 31, 2023, as Certainty’s net loss increased.

by approximately $22,000 to approximately $41,000 in the three months ended April 30, 2024, from approximately $19,000 in the three months

ended April 30, 2023, as Certainty’s net loss increased.

months ended April 30, 2024 compared with six months ended April 30, 2023

had no revenue during the six months ended April 30, 2024.

For the six months ended April 30, 2023, we recorded revenue of approximately

$210,000 from one license agreement.

The license agreement provided for a one-time, non-recurring, lump sum payment in exchange for a

non-exclusive retroactive and future license, and covenant not to sue.

Pursuant to the terms of the agreement, we have no further obligations

with respect to the granted intellectual property rights, including no obligation to maintain or upgrade the technology, or provide future

support or services.

Accordingly, the performance obligations from this license agreement were satisfied and 100% of the revenue was

recognized upon execution of the license agreement.

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

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

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

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

In addition, while we pursue our therapeutics and vaccine

programs, we may also make investments in and form new companies to develop additional emerging technologies.

We do not expect to begin

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

We intend to achieve a profitable

outcome by eventually licensing our technologies to large pharmaceutical companies that have the resources and infrastructure in place

to manufacture, market and sell our technologies as therapeutics or vaccines.

The eventual licensing of any of our technologies may take

several years, if it is to occur at all, and may depend on positive results from human clinical trials.

Royalties, Contingent Legal Fees, Litigation and Licensing Expenses

had no inventor royalties, contingent legal fees, litigation and licensing expenses during the six months ended April 30, 2024.

royalties, contingent legal fees, litigation and licensing expenses for the six months ended April 30, 2023 were approximately $161,000.

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

Litigation and licensing

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

and Development Expenses

and development expenses are related to the development of our cancer therapeutics and vaccine programs and the expenses incurred in

the six months ended April 30, 2024 consisted of approximately $1,427,000 and $1,568,000 for CAR-T therapeutics and cancer vaccines,

respectively.

and development expenses increased by approximately $929,000 to approximately $2,995,000 in the six months ended April 30, 2024, from

approximately $2,066,000 in the six months ended April 30, 2023.

The increase in research and development expenses was primarily due

to an increase in outside research and development expenses related to our CAR-T therapeutics program of approximately $407,000, an increase

in outside research and development expenses related to our breast cancer vaccine program of approximately $394,000, an increase in employee

compensation and related costs, other than stock option compensation expense, of approximately $195,000, and an increase in employee

stock option compensation of approximately $80,000, offset by a decrease in outside research and development expenses related to our

ovarian cancer vaccine program of approximately $96,000 and a decrease in consultant stock option expense of approximately $68,000.

and Administrative Expenses

and administrative expenses increased by approximately $982,000 to approximately $4,081,000 in the six months ended April 30, 2024, from

approximately $3,099,000 in the six months ended April 30, 2023.

The increase in general and administrative expenses was primarily due

to an increase in investor and public relations expense of approximately $579,000, an increase in director stock option compensation

expense of approximately $86,000, an increase in consulting fees of approximately $84,000, an increase in employee stock option compensation

expense of approximately $68,000, an increase in legal fees of approximately $68,000, and an increase in director fees of approximately

income increased by approximately $151,000 to approximately $606,000 in the six months ended April 30, 2024, from approximately $455,000

in the six months ended April 30, 2023, due to an increase in interest rates and the increased average dollar amount held in short-term

Loss Attributable to Noncontrolling Interest

net loss attributable to noncontrolling interest, representing Wistar’s ownership interest in Certainty’s net loss, increased

by approximately $25,000 to approximately $76,000 in the six months ended April 30, 2024, from approximately $51,000 in the six months

ended April 30, 2023, as Certainty’s net loss increased.

AND CAPITAL RESOURCES

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

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.

7 unchanged sentences

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.

the three months ended January 31, 2024, cash used in operating activities was approximately $2,309,000.

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.

the six months ended April 30, 2024, cash used in operating activities was approximately $3,765,000.

Cash provided by investing activities

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Cash provided by financing activities was approximately $3,160,000, resulting

from the sale of 555,820 shares of common stock in an at-the-market equity offering of approximately $2,196,000, net of expenses, and

the proceeds from stock option exercises of approximately $67,000.

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

at January 31, 2024 decreased approximately $46,000 to approximately $23,798,000 from approximately $23,844,000 at the end of fiscal

from the sale of 785,290 shares of common stock in an at-the-market equity offering of approximately $3,029,000, net of expenses, proceeds

from stock option exercises of approximately $124,000, and proceeds from the sale of common stock pursuant to an employee stock purchase

plan of approximately $7,000.

As a result, our cash, cash equivalents, and short-term investments at April 30, 2024 decreased approximately

$605,000 to approximately $23,239,000 from approximately $23,844,000 at the end of fiscal year 2023.

ACCOUNTING POLICIES

88 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis