What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-09-06 compared with 2024-06-04 · 56 added, 82 removed, 175 unchanged (44% of the section changed)

11 unchanged sentences

and factors include, but are not limited to, those factors set forth in our Annual Report on Form 10-K for the fiscal year ended October

31, 2023 and the condensed consolidated financial statements included in this Report.

Except as required by applicable law, including

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OF OPERATIONS

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.

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

had no revenue during the three months ended July 31, 2024 and 2023.

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

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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.

had no inventor royalties, contingent legal fees, litigation and licensing expenses during the three months ended July 31, 2024 and 2023.

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 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 three months ended July 31, 2024 consisted of approximately $666,000 and $1,259,000 for CAR-T therapeutics and cancer vaccines, respectively.

and development expenses increased by approximately $837,000 to approximately $1,925,000 in the three months ended July 31, 2024, from

approximately $1,088,000 in the three months ended July 31, 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.

to an increase in outside research and development expenses related to our breast cancer vaccine program of approximately $694,000 and

an increase in outside research and development expenses related to our CAR-T therapeutics program of approximately $235,000, offset

by a decrease in outside research and development expenses related to our ovarian cancer vaccine program of approximately $99,000.

and Administrative Expenses

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 $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

and administrative expenses decreased by approximately $89,000 to approximately $1,667,000 in the three months ended July 31, 2024, from

approximately $1,756,000 in the three months ended July 31, 2023.

The decrease in general and administrative expenses was primarily due

to a decrease in director stock option compensation expense of approximately $97,000 and a decrease in director fees of approximately

$53,000, offset by an increase in employee stock option compensation expense of approximately $60,000.

income decreased by approximately $19,000 to approximately $277,000 in the three months ended July 31, 2024, from approximately $296,000

in the three months ended July 31, 2023, due to the decreased average dollar amount held in short-term investments, offset by increased

interest rates.

Loss Attributable to Noncontrolling Interest

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

by approximately $1,000 to approximately $38,000 in the three months ended July 31, 2024, from approximately $37,000 in the three months

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

months ended July 31, 2024 compared with nine months ended July 31, 2023

had no revenue during the nine months ended July 31, 2024.

For the nine months ended July 31, 2023, we recorded revenue of approximately

$210,000 from one license agreement.

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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.

had no inventor royalties, contingent legal fees, litigation and licensing expenses during the nine months ended July 31, 2024.

royalties, contingent legal fees, litigation and licensing expenses for the nine months ended July 31, 2023 were approximately $161,000.

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

3 unchanged sentences

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,

the nine months ended July 31, 2024 consisted of approximately $2,093,000 and $2,827,000 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.

and development expenses increased by approximately $1,766,000 to approximately $4,920,000 in the nine months ended July 31, 2024, from

approximately $3,154,000 in the nine months ended July 31, 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.

to an increase in outside research and development expenses related to our breast cancer vaccine program of approximately $1,088,000,

an increase in outside research and development expenses related to our CAR-T therapeutics program of approximately $642,000, an increase

in employee compensation and related costs, other than stock option compensation expense, of approximately $120,000, an increase in consulting

fees of approximately $72,000, an increase in employee stock option compensation of approximately $57,000, and an increase in outside

research and development expenses related to our new cancer vaccine discovery program of approximately $56,000, offset by a decrease

in outside research and development expenses related to our ovarian cancer vaccine program of approximately $195,000 and a decrease in

consultant stock option expense of approximately $103,000.

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.

and administrative expenses increased by approximately $893,000 to approximately $5,748,000 in the nine months ended July 31, 2024, from

approximately $4,855,000 in the nine months ended July 31, 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

to an increase in investor and public relations expense of approximately $611,000, an increase in employee stock option compensation

expense of approximately $128,000, an increase in consulting fees of approximately $48,000, and increase in legal fees of approximately

$34,000, an increase in consultant stock option expense of approximately $29,000, and an increase in patent-related expenses of approximately

income increased by approximately $132,000 to approximately $883,000 in the nine months ended July 31, 2024, from approximately $751,000

in the nine months ended July 31, 2023, due to increased interest rates and the increased average dollar amount held in short-term investments.

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.

by approximately $26,000 to approximately $114,000 in the nine months ended July 31, 2024, from approximately $88,000 in the nine months

ended July 31, 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 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.

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

the nine months ended July 31, 2024, cash used in operating activities was approximately $6,408,000.

Cash provided by investing activities

5 unchanged sentences

plan of approximately $7,000.

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

As a result, our cash, cash equivalents, and short-term investments at July 31, 2024 decreased approximately

$3,099,000 to approximately $20,745,000 from approximately $23,844,000 at the end of fiscal year 2023.

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OF RECENTLY ISSUED PRONOUNCEMENTS

discuss the effect of recently issued pronouncements in Note 7 of the accompanying condensed consolidated financial statements.

discuss the effect of recently issued pronouncements in Note 7 of the condensed consolidated financial statements, included elsewhere in this Report.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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