What changed in this filing

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Item 1. Financial Statements

2024-09-06 compared with 2024-06-04 · 204 added, 186 removed, 473 unchanged (45% of the section changed)

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thousands, except share and per share data)

April 30, 2024

July 31, 2024

October 31, 2023

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100,000,000 shares authorized;

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

32,146,460 and 31,145,219 shares issued and outstanding as of July 31, 2024 and October 31, 2023, respectively

Additional paid-in capital

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For the three months ended

For the six months ended

For the nine months ended

Operating costs and expenses:

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thousands, except share data)

THE THREE MONTHS ENDED APRIL 30, 2024

Shareholders’ Equity

Balance, January 31, 2024

THE THREE MONTHS ENDED JULY 31, 2024

Additional Paid-in

Total Shareholders’ Equity

Non- controlling

Additional Paid-in

Total Shareholders’ Equity

Non- controlling

Balance, April 30, 2024

$ ( 234,590 )

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Stock options issued to consultants

Offering expenses related to an at-the-market offering

Common stock issued in an at-the-market offering, net of offering expenses of $139

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

offering expenses of $139, shares

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

Common stock issued pursuant to an employee stock purchase

Balance, July 31, 2024

$ ( 237,867 )

THE THREE MONTHS ENDED APRIL 30, 2023

Shareholders’

Balance, January 31, 2023

THE THREE MONTHS ENDED JULY 31, 2023

Additional Paid-in

Total Shareholders’

Non- controlling

Additional Paid-in

Total Shareholders’

Non- controlling

Balance, April 30, 2023

$ ( 222,995 )

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Common stock issued to consultants

Common stock issued pursuant to an employee stock purchase plan

Balance, April 30, 2023

Balance, July 31, 2023

$ ( 225,506 )

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thousands, except share data)

THE SIX MONTHS ENDED APRIL 30, 2024

Shareholders’

THE NINE MONTHS ENDED JULY 31, 2024

Additional Paid-in

Total Shareholders’

Non- controlling

Additional Paid-in

Total Shareholders’

Non- controlling

Balance, October 31, 2023

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Common stock issued in an at-the-market offering, net of offering expenses of $ 139

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

Common stock issued upon exercise of stock options

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Common stock issued pursuant to an employee stock purchase plan

Balance, April 30, 2024

Balance, July 31, 2024

$ ( 237,867 )

THE SIX MONTHS ENDED APRIL 30, 2023

Shareholders’

THE NINE MONTHS ENDED JULY 31, 2023

Additional Paid-in

Total Shareholders’

Non- controlling

Additional Paid-in

Total Shareholders’

Non- controlling

Balance, October 31, 2022

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Common stock issued pursuant to an employee stock purchase plan

Balance, April 30, 2023

Balance, July 31, 2023

$ ( 225,506 )

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the six months ended

For the nine months ended

Cash flows from operating activities:

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Proceeds from sale of common stock in an at-the-market offering, net of offering expenses of $ 139

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

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Cash and cash equivalents at end of period

Supplemental disclosure of non-cash investing activity:

Operating lease right-of-use asset

Supplemental disclosure of non-cash financing activity:

Operating lease liability

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

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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.

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.

Our vaccine programs include (i) the development of a vaccine against breast cancer, initially focused on triple negative breast cancer

(“TNBC”), the most lethal form of breast cancer, (ii) the development of a vaccine against ovarian cancer, and (iii) a vaccine

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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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

This study, which is being fully 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 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.

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®).

During the course of the Phase 1 study, participants will receive three

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

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.

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.

Subsequently, we began vaccinating

participants in additional dose cohorts at varying dose levels of the different key components of the vaccine.

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, in 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®).

We anticipate presenting the most

recent data from each of the three arms of the trial at the Society for Immunotherapy of Cancer (SITC) Annual Meeting in November

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

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Due to such Company funding, Wistar’s

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

equity stake in Certainty was 4.4 % as of July 31, 2024.

in collaboration with the H.

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

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.

In February 2024, May 2024 and June 2024, we treated the three patients,

respectively, of 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.

While the dose levels in the first two cohorts were

expected to be sub-therapeutic, two of the six patients treated to date are exhibiting some anecdotal signs of efficacy.

Both have shown

signs of tumor necrosis, and one is more than 16 months past initial treatment.

In the case of this patient, due to the encouraging results

with her initial treatment, we sought single patient IND permission from the FDA to re-dose her.

This re-dosing has been approved by

the FDA, and we anticipate administering her second treatment in the coming weeks.

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 up to 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

the maximum tolerated dose is reached, the rate of patient enrollment, the significance of efficacy data 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 June 4, 2024, we believe that our existing cash, cash equivalents, short-term investments

on currently available information as of September 6, 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.

The Company has approximately $ 20,745,000 of cash, cash equivalents, and

short-term investments at July 31, 2024 compared to approximately $ 23,844,000 at October 31, 2023 which is a reduction of approximately

$ 3,099,000 during the nine months ended July 31, 2024.

Therefore, the Company believes that it has sufficient cash, cash equivalents,

and short-term investments to operate its business, as currently contemplated, for significantly longer than 12 months from the date of

We have implemented a business

model that conserves funds by collaborating with third parties to develop our technologies.

However, our projections of future cash needs

and cash flows may differ from actual results.

If current cash on hand, cash equivalents, short-term investments and cash that may be

generated from our business operations are insufficient to continue to operate our business, or if we elect to invest in or acquire a

company or companies or new technology or technologies that are synergistic with or complementary to our technologies, we may be required

to obtain more working capital.

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

During the nine months ended July 31, 2024, we raised approximately $ 2,984,000 , 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

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

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

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

The results of operations

for the three and six months ended April 30, 2024 are not necessarily indicative of the results to be expected for the year.

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

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

OF CHANGES IN NONCONTROLLING INTEREST

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Net loss attributable to noncontrolling interest

Balance, April 30, 2024

Balance, July 31, 2024

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

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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.

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

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Option Compensation Expense

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

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 $ 1,238,000 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.

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

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 $ 1,094,000 and $ 1,153,000 during the three months ended

July 31, 2024 and 2023, respectively, and approximately $ 3,440,000 and $ 3,265,000 during the nine months ended July 31, 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 $ 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:

to consultants of approximately $ 23,000 and $ 47,000 during the three months ended July 31, 2024 and 2023, respectively, and approximately

$ 101,000 and $ 175,000 during the nine months ended July 31, 2024 and 2023, respectively.

the three and nine months ended July 31, 2024, we had two stock option plans:

the Anixa Biosciences, Inc.

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Option Activity

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 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

the three months ended July 31, 2024 and 2023, we did not grant any options to purchase shares of common stock, and during the nine months

ended July 31, 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 Plan.

the three months ended July 31, 2024, stock options to purchase 80,000 shares of common stock were exercised on a cash basis, with aggregate

proceeds of approximately $ 194,000 .

During the three months ended July 31, 2023, stock options to purchase 160,000 shares of common stock,

of which 115,417 shares were withheld, were exercised on a cashless basis and stock options to purchase 10,446 shares of common stock

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

During the nine months ended July 31, 2024, stock options

to purchase 123,999 shares of common stock were exercised on a cash basis, with aggregate proceeds of approximately $ 318,000 .

the nine months ended July 31, 2023, stock options to purchase 161,111 shares of common stock, of which 116,225 shares were withheld,

were exercised on a cashless basis and stock options to purchase 39,525 shares of common stock were exercised on a cash basis, with aggregate

proceeds of approximately $ 81,000 .

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 six months ended April

Information regarding the 2010 Share Plan for the nine months ended Jul

31, 2024 is as follows:

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Options outstanding at October 31, 2023

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

Options outstanding and exercisable at July 31, 2024

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

OF OPTIONS OUTSTANDING AND EXERCISABLE

Range of Exercise

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

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

As of July 31, 2024, the 2018 Share Plan had 938,907 shares

available for future grants.

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

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

OF OPTION ACTIVITY

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Options outstanding at October 31, 2023

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

Options outstanding at July 31, 2024

Options exercisable at July 31, 2024

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

OF OPTIONS OUTSTANDING AND EXERCISABLE

Options Outstanding

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$ 3.96 - $ 5.30

Stock Purchase Plan

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by our shareholders on September 27, 2018.

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

During the three and nine months ended July 31, 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

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

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

OF WARRANTS ACTIVITY

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Warrants outstanding at October 31, 2023

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:

Warrants outstanding and exercisable at July 31, 2024

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

OF OUTSTANDING AND EXERCISABLE

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Exercise Price

the three months ended July 31, 2024 and 2023, we issued 60,000 shares and 4,076 shares of common stock, respectively, to consultants

providing investor relations services and recorded expense of approximately $ 62,000 and $ 17,000 , respectively.

During the nine months

ended July 31, 2024 and 2023, we issued 89,336 shares and 17,554 shares of common stock, respectively, to consultants providing investor

relations services and recorded expense of approximately $ 158,000 and $ 67,000 , respectively.

As of July 31, 2024 and 2023, approximately

$ 97,000 and $ 0 , respectively, was recorded as a prepaid expense.

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 April 30, 2024 (in

SCHEDULE OF FAIR VALUE MEASUREMENTS

following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of July 31, 2024 (in thousands):

SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Money market funds:

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Cash equivalents

Money market funds Cash equivalents

Certificates of deposit:

Short term investments

Certificates of deposit Short term investments

treasury bills:

Short-term investments

treasury bills Short-term investments

Total financial assets

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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 six months ended April 30, 2024 and 2023, were stock options to purchase

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

12,342,094 and 11,473,236 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.

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.

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.

We began a detailed assessment of the impact that this guidance will have on

our consolidated financial statements and related disclosures, and our analysis is currently ongoing.

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 began a detailed

assessment of the impact that this guidance will have on our consolidated financial statements and related disclosures, and our analysis is currently ongoing.

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 April 30, 2024 and October 31, 2023 and we account for interest and penalties related

We have no unrecognized income tax benefits as of July 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.

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Rent expense was approximately $ 16,000 and $ 17,000 , respectively, for

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

the three months ended July 31, 2024 and 2023, and approximately $ 49,000 and $ 50,000 , respectively, for the nine months ended July 31,

2024 and 2023.

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The remaining

29 -month lease term as of April 30, 2024 for the Company’s lease includes the noncancelable period of the lease and the additional

62 -month lease term as of July 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.

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of impairment are present.

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

of July 31, 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

For Years Ended October 31,

2024 (remaining)

Total future minimum lease payments, undiscounted

Imputed interest

value of future minimum lease payments

Present value of future minimum lease payments

COMMITMENTS AND CONTINGENCES

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or financial condition.

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

for the next twelve months, were approximately $ 150,000 .

& 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 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.

testing of the materials necessary for the development of our breast cancer vaccine and our CAR-T therapeutic, as well as basic research

related to our new cancer vaccine discovery program.

As of July 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 $ 4.3 million and such payments may be made over up to a five -year period.

SEGMENT INFORMATION

9 unchanged sentences

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:

The following represents selected financial information for our segments for the three and nine months ended July 31,

2024 and 2023 and as of July 31, 2024 and October 31, 2023, in thousands:

SCHEDULE OF SEGMENT INFORMATION

For the Three Months Ended

For the Six Months Ended

Net income/(loss):

For the Nine Months Ended

CAR-T Therapeutics

Cancer Vaccines

Net income/(loss)

Total operating costs and expenses

4 unchanged sentences

Cancer Vaccines

Operating costs and expenses excluding non-cash share based compensation

costs and expenses excluding non-cash stock-based compensation

Total assets:

4 unchanged sentences

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.

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