What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-01-10 compared with 2024-01-16 · 959 added, 966 removed, 164 unchanged (92% of the section changed)

Controls and Procedures

maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated

the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 and 15d-15 of the Exchange

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and

procedures were effective as of the end of fiscal year 2023.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our management, including the principal executive officer and principal financial

officer, does not expect that our internal controls over financial reporting will prevent all errors and all fraud.

A control system,

no matter how well designed and operated, cannot provide full assurance that the objectives of the control system are met, and no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

the supervision and with the participation of our management, including the principal executive officer and principal financial officer,

we conducted an evaluation as to the effectiveness of our internal control over financial reporting as of October 31, 2023.

this assessment, our management used the criteria for effective internal control set forth by the Committee of Sponsoring Organizations

of the Treadway Commission in the 2013 Internal Control – Integrated Framework .

Based on this assessment, our management

concluded that our internal control over financial reporting was effective as of October 31, 2023.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent registered

public accounting firm pursuant to an exemption of the Commission that permits smaller reporting companies and non-accelerated filers,

such as the Company, to provide only management’s report in this Annual Report on Form 10-K.

Accordingly, our management’s

assessment of the effectiveness of our internal control over financial reporting as of October 31, 2023 has not been audited by our auditors,

Haskell & White LLP.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2023 that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls and Procedures

We maintain disclosure controls

and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Under the supervision and with the participation

of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design

and operation of our disclosure controls and procedures pursuant to Rule 13a-15 and 15d-15 of the Exchange Act.

Based upon that evaluation,

our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of

the end of fiscal year 2024.

Management’s Report on

Internal Control Over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f)

of the Exchange Act.

Our management, including the principal executive officer and principal financial officer, does not expect that our

internal controls over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and operated,

cannot provide full assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance

that all control issues and instances of fraud, if any, within a company have been detected.

Our internal control over financial reporting

is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial

statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with

the participation of our management, including the principal executive officer and principal financial officer, we conducted an evaluation

as to the effectiveness of our internal control over financial reporting as of October 31, 2024.

In making this assessment, our management

used the criteria for effective internal control set forth by the Committee of Sponsoring Organizations of the Treadway Commission in

the 2013 Internal Control – Integrated Framework .

Based on this assessment, our management concluded that our internal control

over financial reporting was effective as of October 31, 2024.

This Annual Report on Form 10-K

does not include an attestation report of our independent registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by the Company’s independent registered public accounting firm

pursuant to an exemption of the Commission that permits smaller reporting companies and non-accelerated filers, such as the Company, to

provide only management’s report in this Annual Report on Form 10-K.

Accordingly, our management’s assessment of the effectiveness

of our internal control over financial reporting as of October 31, 2024 has not been audited by our auditors, Haskell & White LLP.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal

control over financial reporting during the fourth quarter of fiscal year 2024 that has materially affected, or is reasonably likely to

materially affect, the Company’s internal control over financial reporting.

Other Information

Directors, Executive Officers and Corporate Governance.

information required by this Item will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled for

March 21, 2024 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2023, and will be incorporated into

this Annual Report on Form 10-K by reference.

Directors, Executive Officers and Corporate

The information required by this

Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders scheduled for March 20, 2025 which such Proxy

Statement will be filed with the SEC within 120 days of October 31, 2024, and will be incorporated into this Annual Report on Form 10-K

by reference.

Executive Compensation

information required by this Item will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled for

March 21, 2024 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2023, and will be incorporated into

this Annual Report on Form 10-K by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

information required by this Item will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled for

March 21, 2024 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2023, and will be incorporated into

this Annual Report on Form 10-K by reference.

Certain Relationships and Related Transactions, and Director Independence.

information required by this Item will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled for

March 21, 2024 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2023, and will be incorporated into

this Annual Report on Form 10-K by reference.

The information required by this

Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders scheduled for March 20, 2025 which such Proxy

Statement will be filed with the SEC within 120 days of October 31, 2024, and will be incorporated into this Annual Report on Form 10-K

by reference.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information required by this

Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders scheduled for March 20, 2025 which such Proxy

Statement will be filed with the SEC within 120 days of October 31, 2024, and will be incorporated into this Annual Report on Form 10-K

by reference.

Certain Relationships and Related Transactions,

and Director Independence

The information required by this

Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders scheduled for March 20, 2025 which such Proxy

Statement will be filed with the SEC within 120 days of October 31, 2024, and will be incorporated into this Annual Report on Form 10-K

by reference.

Principal Accounting Fees and Services

information required by this Item will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled for

March 21, 2024 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2023, and will be incorporated into

this Annual Report on Form 10-K by reference.

The information required by this

Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders scheduled for March 20, 2025 which such Proxy

Statement will be filed with the SEC within 120 days of October 31, 2024, and will be incorporated into this Annual Report on Form 10-K

by reference.

Exhibits, Financial Statement Schedules

Financial Statement Schedules

accompanying “Index to Consolidated Financial Statements.”

of Incorporation, as amended.

(Incorporated by reference to Form 10-Q for the fiscal quarter ended July 31, 1992 and Form S-3, dated

February 11, 2014.)

to the Certificate of Incorporation.

(a)(1)(2) Financial

Statement Schedules

See accompanying “Index

to Consolidated Financial Statements.”

Certificate of Incorporation, as amended.

(Incorporated by reference to Form 10-Q for the fiscal quarter ended July 31, 1992 and Form S-3, dated February 11, 2014.)

Amendment to the Certificate of Incorporation.

(Incorporated by reference to Exhibit 3.2 to our Form 10-K for the fiscal year ended October 31, 2013.)

of Amendment to the Certificate of Incorporation.

Certificate of Amendment to the Certificate of Incorporation.

(Incorporated by reference to Exhibit 3.1 to our Form 8-K, dated September 4, 2014.)

of Designations, Preferences and Rights of Series A Convertible Preferred Stock.

(Incorporated by reference to Exhibit 3.1 to our

Form 8-K, dated September 10, 2014.)

of Amendment to the Certificate of Incorporation.

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock.

(Incorporated by reference to Exhibit 3.1 to our Form 8-K, dated September 10, 2014.)

Certificate of Amendment to the Certificate of Incorporation.

(Incorporated by reference to Exhibit 3.1 to our Form 8-K, dated June 25, 2015.)

of Amendment to the Certificate of Incorporation.

(Incorporated by reference to Exhibit 3.1 to our Form 10-Q for the fiscal quarter

ended April 30, 2018.)

of Amendment to the Certificate of Incorporation.

Certificate of Amendment to the Certificate of Incorporation.

(Incorporated by reference to Exhibit 3.1 to our Form 10-Q for the fiscal quarter ended April 30, 2018.)

Certificate of Amendment to the Certificate of Incorporation.

(Incorporated by reference to Exhibit 3.1 to our Form 8-K, dated October 1, 2018.)

of Amendment to the Certificate of Incorporation.

Certificate of Amendment to the Certificate of Incorporation.

(Incorporated by reference to Exhibit 3.1 to our Form 8-K, dated August 13, 2020.)

and Restated By-laws.

Amended and Restated By-laws.

(Incorporated by reference to Exhibit 3.8 to our Form 10-K for the fiscal year ended October 31, 2019.)

to the Amended and Restated Bylaws of the Company.

Amendment to the Amended and Restated Bylaws of the Company.

(Incorporated by reference to our Form 8-K, dated April 2, 2021.)

of Underwriter Warrants.

Form of Underwriter Warrants.

(Incorporated by reference to Exhibit 4.1 to our Form 8-K, dated March 24, 2021.)

of the Company’s Securities Registered under Section 12 of the Exchange Act (Incorporated by reference to the description of

our common stock contained in our Current Report on Form 8-K filed on March 31, 2014.)

Description of the Company’s Securities Registered under Section 12 of the Exchange Act (Incorporated by reference to the description of our common stock contained in our Current Report on Form 8-K filed on March 31, 2014.)

2010 Share Incentive Plan.

(Incorporated by reference to Exhibit 10.1 to our Form 8-K, dated July 20, 2010.)

Amendment No.

1 to the 2010 Share Incentive Plan.

(Incorporated by reference to Exhibit 10.1 to our Form 8-K, dated July 7, 2011.)

Amendment No.

2 to the 2010 Share Incentive Plan.

(Incorporated by reference to Exhibit 10.1 to our Form 8-K, dated September 5, 2012.)

Amendment No.

3 to the 2010 Share Incentive Plan.

(Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended

January 31, 2014.)

(Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended January 31, 2014.)

2018 Share Incentive Plan.

(Incorporated by reference to Exhibit 4.13 to our Form S-8 dated October 1, 2018.)

Agreement, dated November 13, 2017, between Certainty Therapeutics, Inc.

License Agreement, dated November 13, 2017, between Certainty Therapeutics, Inc.

and The Wistar Institute of Anatomy and Biology.

(Incorporated

by reference to Exhibit 10.14 to our Form 10-K, dated January 9, 2018.) (Portions of this exhibit have been redacted pursuant to

a request for confidential treatment.

(Incorporated by reference to Exhibit 10.14 to our Form 10-K, dated January 9, 2018.) (Portions of this exhibit have been redacted pursuant to a request for confidential treatment.

The redacted portions have been separately filed with the Securities and Exchange Commission.)

to License Agreement between Certainty Therapeutics, Inc.

Amendment to License Agreement between Certainty Therapeutics, Inc.

and The Wistar Institute of Anatomy and Biology.

(Incorporated by reference

to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended January 31, 2021.) (Certain information has been redacted in the marked

portions of the exhibit.)

and Restated Master Collaboration Agreement, dated November 1, 2021, between Certainty Therapeutics, Inc.

Lee Moffitt Cancer

Center and Research Institute, Inc.

(Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended January 31, 2021.) (Certain information has been redacted in the marked portions of the exhibit.)

Amended and Restated Master Collaboration Agreement, dated November 1, 2021, between Certainty Therapeutics, Inc.

Lee Moffitt Cancer Center and Research Institute, Inc.

(Incorporated by reference to Exhibit 10.8 to our Form 10-K for the fiscal year ended October 31, 2021.)

License Agreement, dated July 8, 2019, between the Company and The Cleveland Clinic Foundation.

(Incorporated by reference to Exhibit

10.1 to our Form 10-Q for the fiscal quarter ended July 31, 2019.) (Certain information has been redacted in the marked portions

of the exhibit.)

to Exclusive License Agreement between the Company and The Cleveland Clinic Foundation.

(Filed herewith.)

License Agreement, dated October 20, 2020, between the Company and The Cleveland Clinic Foundation.

(Incorporated by reference to

Exhibit 10.14 to our Form 10-K, for the fiscal year ended October 31, 2020.) (Certain information has been redacted in the marked

portions of the exhibit.)

Exclusive License Agreement, dated July 8, 2019, between the Company and The Cleveland Clinic Foundation.

(Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended July 31, 2019.) (Certain information has been redacted in the marked portions of the exhibit.)

Amendment to Exclusive License Agreement between the Company and The Cleveland Clinic Foundation.

(Incorporated by reference to Exhibit 10.10 to our Form 10-K, for the fiscal year ended October 31, 2023.)

Exclusive License Agreement, dated October 20, 2020, between the Company and The Cleveland Clinic Foundation.

(Incorporated by reference to Exhibit 10.14 to our Form 10-K, for the fiscal year ended October 31, 2020.) (Certain information has been redacted in the marked portions of the exhibit.)

Amendment No.

1 to Exclusive License Agreement between the Company and The Cleveland Clinic Foundation.

(Incorporated by reference to Exhibit

10.1 to our Form 10-Q for the fiscal quarter ended July 31, 2022.) (Certain information has been redacted in the marked portions

of the exhibit.)

of Controlled Equity Offering SM Sales Agreement (Incorporated by reference to Exhibit 10.1 to our Form S-3 dated September

of Conduct (Incorporated by reference to Exhibit 14 to our Form 10-K, for the fiscal year ended October 31, 2020.)

Trading Policy (Filed herewith.)

of Anixa Biosciences, Inc.

(Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended July 31, 2022.) (Certain information has been redacted in the marked portions of the exhibit.)

Joint Development and Option Agreement, dated May 3, 2024, between the Company and The Cleveland Clinic Foundation.

(Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended April 30, 2024.) (Certain information has been redacted in the marked portions of the exhibit.)

Form of Controlled Equity Offering SM Sales Agreement (Incorporated by reference to Exhibit 10.1 to our Form S-3 dated September 9, 2022.)

Code of Conduct (Filed herewith.)

Insider Trading Policy (Incorporated by reference to Exhibit 19 to our Form 10-K, for the fiscal year ended October 31, 2023.)

Subsidiaries of Anixa Biosciences, Inc.

(Incorporated by reference to Exhibit 21 to our Form 10-K, for the fiscal year ended October 31, 2020.)

of Haskell & White LLP.

Consent of Haskell & White LLP.

(Filed herewith.)

Certification

of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated January 16, 2024.

Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated January 10, 2025.

(Filed herewith.)

Certification

of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated January 16, 2024.

Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated January 10, 2025.

(Filed herewith.)

of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated January 16, 2024.

Statement of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated January 10, 2025.

(Filed herewith.)

of Chief Financial Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated January 16, 2024.

Statement of Chief Financial Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated January 10, 2025.

(Filed herewith.)

Policy (Filed herewith.)

Clawback Policy (Incorporated by reference to Exhibit 99.1 to our Form 10-K, for the fiscal year ended October 31, 2023.)

Form 10-K Summary

Company has elected not to include a summary pursuant to this Item 16.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Biosciences, Inc.

of the Board and

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the date indicated.

of the Board and

Executive Officer

Executive Officer)

Chief Operating Officer and

Financial Officer

Financial and Accounting Officer)

The Company has elected not to

include a summary pursuant to this Item 16.

Pursuant to the requirements of

Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

Anixa Biosciences, Inc.

/s/ Amit Kumar

Chairman of the Board and

January 10, 2025

Chief Executive Officer

Pursuant to the requirements of

the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the

capacities and on the date indicated.

/s/ Amit Kumar

Chairman of the Board and

Chief Executive Officer

January 10, 2025

(Principal Executive Officer)

/s/ Michael J.

President, Chief Operating Officer and

Chief Financial Officer

January 10, 2025

(Principal Financial and Accounting Officer)

Titterton, Jr.

Arnold Baskies

January 10, 2025

/s/ Arnold Baskies

Arnold Baskies

January 10, 2025

/s/ Emily Gottschalk

Emily Gottschalk

BIOSCIENCES, INC.

January 10, 2025

ANIXA BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of October 31, 2023 and 2022

Statements of Operations for the years ended October 31, 2023 and 2022

Statements of Equity for the years ended October 31, 2023 and 2022

Statements of Cash Flows for the years ended October 31, 2023 and 2022

to Consolidated Financial Statements

information required by schedules called for under Regulation S-X is either not applicable or is included in the consolidated financial

statements or notes thereto.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders

Biosciences, Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Anixa Biosciences, Inc.

(the “Company”) as of October 31, 2023

and 2022, and the related consolidated statements of operations, equity, and cash flows for each of the two years in the period ended

October 31, 2023, and the related notes (collectively, the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the consolidated financial position of the Company as of October 31, 2023

and 2022, and the consolidated results of its operations and its cash flows for each of the years in the two year period ended October

31, 2023, in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities Exchange Commission and

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2024

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of October 31, 2024 and 2023

Consolidated Statements of Operations for the years ended October 31, 2024 and 2023

Consolidated Statements of Equity for the years ended October 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended October 31, 2024 and 2023

Notes to Consolidated Financial Statements

Additional information required by schedules called

for under Regulation S-X is either not applicable or is included in the consolidated financial statements or notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders

Anixa Biosciences, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Anixa Biosciences,

(the “Company”) as of October 31, 2024 and 2023, and the related consolidated statements of operations, equity, and cash

flows for each of the two years in the period ended October 31, 2024, and the related notes (collectively, the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial

position of the Company as of October 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of

the years in the two year period ended October 31, 2024, in conformity with accounting principles generally accepted in the United States

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

supporting the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements

that was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial

statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical

audit matter or on the accounts or disclosures to which it relates.

and Development Expenses – Refer to Note 2 of the Consolidated Financial Statements

Audit Matter Description:

Company recognizes research and development expenses as incurred.

Advance payments for future research and development activities are

deferred and expensed as the services are performed.

The Company recognizes its preclinical studies and clinical trial expenses based

on the services performed pursuant to contracts with research institutions, clinical research organizations (“CROs”), clinical

manufacturing organizations (“CMOs”), and other parties that conduct and manage various stages of research and development

activities on the Company’s behalf.

Fees for such services are recognized based on management’s estimates after considering

the activities and tasks completed by each service provider in a given period, the time period over which services are expected to be

performed, and the level of effort expended in each reporting period.

each balance sheet date, management estimates prepaid and accrued research and development costs by discussing progress or stage of completion

of activities with internal personnel and external service providers, and comparing this information to payments made, invoices received,

and the agreed-upon contractual fee to be paid for such services in the applicable contract or statements of work.

addition, the Company allocates certain internal compensation costs to research and development expenses based on management’s

estimates of each employee’s time and effort expended.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

The critical audit matter communicated below is a matter arising from the

current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the consolidated financial statements, and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on

the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate

opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Research and Development Expenses – Refer to Note 2 of the consolidated

financial statements

Critical Audit Matter Description:

The Company recognizes research and development expenses as incurred.

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

The Company recognizes

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

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

conduct and manage various stages of research and development activities on the Company’s behalf.

Fees for such services are recognized

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

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

At each balance sheet date, management estimates prepaid and accrued research

and development costs by discussing progress or stage of completion of activities with internal personnel and external service providers,

and comparing this information to payments made, invoices received, and the agreed-upon contractual fee to be paid for such services in

the applicable contract or statements of work.

In addition, the Company allocates certain internal compensation costs

to research and development expenses based on management’s estimates of each employee’s time and effort expended.

the Critical Matter was Addressed in the Audit:

primary procedures we performed to address this critical audit matter included the following:

obtained an understanding, and evaluated the design and implementation, of controls relating

to research and development costs, including controls over the review of third-party contracts,

the process of gathering information from external and internal sources and management’s

review thereof, and the determination of prepaid positions, period-end accruals, and expense

the Company’s significant third-party contracts, we performed the following procedures:

obtained and read related master service agreements, statements of work, or other supporting

agreements with the research institution, CRO, or CMO.

performed corroborating inquiries with management personnel responsible for the oversight

of the activities regarding the nature and status of work performed.

evaluated evidence of services provided by third parties including invoices regarding activities

completed, and we inspected evidence supporting payments made by the Company.

compared the data and evidence obtained from internal and external sources to the amounts

recorded by management and recalculated the related research and development expense and

prepaid research and development expense.

the Company’s internal compensation allocations, we performed the following procedures:

performed corroborating inquiries with management personnel responsible for the oversight

of the activities regarding the nature of employee services performed.

evaluated the reasonableness of allocations estimated by management by comparisons with prior

periods and evaluating the reasonableness of significant changes made by management.

obtained written representations from management regarding the appropriateness of allocation

have served as the Company’s auditor since 2013

BIOSCIENCES, INC.

The primary procedures we performed to address this critical audit matter

included the following:

We obtained an understanding, and evaluated the design and implementation, of controls relating to research and development costs, including controls over the review of third-party contracts, the process of gathering information from external and internal sources and management’s review thereof, and the determination of prepaid positions, period-end accruals, and expense allocations.

For the Company’s significant third-party contracts, we performed the following procedures:

We obtained and read related master service agreements, statements of work, or other supporting agreements with the research institution, CRO, or CMO.

We performed corroborating inquiries with management personnel responsible for the oversight of the activities regarding the nature and status of work performed.

We evaluated evidence of services provided by third parties including invoices regarding activities completed, and we inspected evidence supporting payments made by the Company.

We compared the data and evidence obtained from internal and external sources to the amounts recorded by management and recalculated the related research and development expense and prepaid research and development expense.

For the Company’s internal compensation allocations, we performed the following procedures:

We performed corroborating inquiries with management personnel responsible for the oversight of the activities regarding the nature of employee services performed.

We evaluated the reasonableness of allocations estimated by management by comparisons with prior periods, evaluating the reasonableness of significant changes made by management, and performing sensitivity analysis.

We obtained written representations from management regarding the appropriateness of allocation estimates.

Haskell & White LLP

We have served as the Company’s auditor since

Irvine, California

January 10, 2025

ANIXA BIOSCIENCES, INC.

AND SUBSIDIARIES

BALANCE SHEETS

thousands, except share and per share data)

CONSOLIDATED BALANCE SHEETS

(in thousands, except share

and per share data)

Current assets:

Cash and cash

Cash and cash equivalents

Short–term investments

expenses and other current assets

Prepaid expenses and other current assets

Total current assets

Operating lease right-of-use

LIABILITIES AND

Operating lease right-of-use asset

LIABILITIES AND EQUITY

Current liabilities:

1 unchanged sentence

Accrued expenses

lease liability

Total current liabilities

Operating lease liability

Total current liabilities

Operating lease liability, non-current

Total liabilities

Commitments and contingencies (Note 6)

Shareholders’ equity:

Preferred stock, par value

19,860 shares

issued or outstanding

Series A convertible preferred

stock, par value $ 100

Preferred stock, par value $ 100 per share;

19,860 shares authorized;

shares issued or outstanding

no shares issued or outstanding

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

140 shares authorized;

no shares issued or outstanding

Preferred stock, value

Common stock, par value

100,000,000 shares

31,145,219 and

30,913,902 shares

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

Common stock, par value $ .01 per share;

100,000,000 shares authorized;

32,196,862 and 31,145,219 shares issued and outstanding as of October 31, 2024 and 2023, respectively

Additional paid-in capital

Total shareholders’

Noncontrolling

interest (Note 2)

liabilities and equity

accompanying notes are an integral part of these statements.

BIOSCIENCES, INC.

Accumulated deficit

Treasury stock, 2,000 shares at cost

Total shareholders’ equity

Noncontrolling interest (Note 2)

Total liabilities and equity

The accompanying notes are an integral part of these

ANIXA BIOSCIENCES, INC.

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

thousands, except per share data)

the years ended October 31,

CONSOLIDATED STATEMENTS OF

(in thousands, except per

For the years ended October 31,

Operating costs and expenses:

Inventor royalties, contingent

legal fees, litigation and licensing expenses

Research and development

expenses (including non-cash share based compensation expenses of $ 2,037

and $ 3,635 ,

respectively)

and administrative expenses (including non-cash share based compensation expenses of $ 2,698

and $ 3,117 ,

respectively)

Total operating costs

Inventor royalties, contingent legal fees, litigation and licensing expenses

Research and development expenses (including non-cash stock-based compensation expenses of $ 1,859 and $ 2,037 , respectively)

General and administrative expenses (including non-cash stock-based compensation expenses of $ 2,923 and $ 2,698 , respectively)

Total operating costs and expenses

Loss from operations

Interest income

Net loss attributable

to noncontrolling interest

Net loss attributable

to common stockholders

Net loss attributable to noncontrolling interest

Net loss attributable to common shareholders

Net loss per share:

Basic and diluted

Weighted average common shares outstanding:

accompanying notes are an integral part of these statements.

BIOSCIENCES, INC.

Basic and diluted

The accompanying notes are an integral part of these

ANIXA BIOSCIENCES, INC.

AND SUBSIDIARIES

STATEMENTS OF EQUITY

THE YEARS ENDED OCTOBER 31, 2023 AND 2022

thousands, except share data)

Shareholders’

October 31, 2021

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE YEARS ENDED OCTOBER 31, 2024 AND 2023

(in thousands, except share data)

Additional Paid-in

Total Shareholders’

BALANCE, October 31, 2022

$ ( 218,385 )

option compensation to employees and directors

options and warrants issued to consultants

stock issued upon exercise of stock options and warrants

stock issued to consultants

stock issued pursuant to employee stock purchase plan

October 31, 2022

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 employee stock purchase plan

BALANCE, October 31, 2023

$ ( 228,196 )

option compensation to employees and directors

options issued to consultants

stock issued upon exercise of stock options

stock issued to consultants

stock issued pursuant to employee stock purchase plan

October 31, 2023

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 in an at-the-market offering, net of offering expenses of $ 168

Common stock issued pursuant to employee stock purchase plan

Purchase of treasury stock

BALANCE, October 31, 2024

$ ( 240,750 )

accompanying notes are an integral part of these statements.

BIOSCIENCES, INC.

The accompanying notes are an integral part of these

ANIXA BIOSCIENCES, INC.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

the years ended October 31,

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the years ended October 31,

Cash flows from operating activities:

Reconciliation of net loss to net cash used

in operating activities:

Stock option compensation

to employees and directors

Stock options and warrants

issued to consultants

Common stock issued to

Amortization of operating

lease right-of-use asset

Change in operating assets

and liabilities:

Prepaid expenses and other

current assets

Reconciliation of net loss to net cash used in operating activities:

Stock option compensation to employees and directors

Stock options issued to consultants

Common stock issued to consultants

Amortization of operating lease right-of-use asset

Change in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable

Accrued expenses

lease liability

cash used in operating activities

Operating lease liability

Net cash used in operating activities

Cash flows from investing activities:

Disbursements to acquire

short-term investments

from maturities of short-term investments

cash used in investing activities

Disbursements to acquire short-term investments

Proceeds from maturities of short-term investments

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from sale of common

stock pursuant to employee stock purchase plan

from exercise of stock options and warrants

cash provided by financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents

at beginning of year

Cash and cash equivalents

at end of year

Proceeds from sale of common stock in an at-the-market offering, net of offering expenses of $168

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

Proceeds from exercise of stock options

Disbursements for purchases of treasury stock

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplemental cash flow information:

proceeds from interest income

accompanying notes are an integral part of these statements.

BIOSCIENCES, INC.

Cash proceeds from interest income

Supplemental disclosure of non-cash investing activity:

Modification to operating lease right-of-use asset

Supplemental disclosure of non-cash financing activity:

Modification to operating lease liability

The accompanying notes are an integral part of these

ANIXA BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS AND FUNDING

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

and its consolidated subsidiaries.

Biosciences, Inc.

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

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

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

ovarian cancer.

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

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

at our subsidiary, Certainty Therapeutics, Inc.

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

candidates for the treatment of COVID-19 focused on inhibiting certain protein functions of the virus.

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

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

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

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

cancer, focused initially on TNBC.

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

lactation in a healthy mother’s mammary tissue.

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

many forms of breast cancer, especially TNBC.

Description of Business

As used herein, “we,”

“us,” “our,” the “Company” or “Anixa” means Anixa Biosciences, Inc.

and its consolidated

subsidiaries.

Anixa Biosciences, Inc.

is a biotechnology

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

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 subsidiary, Certainty, is

developing immuno-therapy drugs against cancer.

Certainty holds an exclusive worldwide, royalty-bearing license to use certain intellectual

property owned or controlled by The Wistar Institute (“Wistar”), the nation’s first independent biomedical research

institute and a leading NCI designated cancer research center, relating to Wistar’s chimeric endocrine receptor targeted therapy

We have initially focused on the development of a treatment for ovarian cancer, but we also may pursue applications of the

technology for the development of treatments for additional solid tumors.

The license agreement requires Certainty to make certain cash

and equity payments to Wistar upon achievement of specific development milestones.

With respect to Certainty’s equity obligations

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

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

Due to such Company funding, Wistar’s

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

Certainty, in collaboration with

Lee Moffitt Cancer Center and Research Institute, Inc.

(“Moffitt”), has begun human clinical testing of the CAR-T technology

licensed by Certainty from Wistar aimed initially at treating ovarian cancer.

After receiving authorization from the FDA, we commenced

enrollment of patients in a Phase 1 clinical trial and treated the first patient in August 2022.

Further, in May 2023 and August 2023,

we treated the second and third patients in the trial, respectively, at the same dose level as the first patient, and the treatment was

well-tolerated by the patients.

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 at

this dose level has also been well-tolerated by the patients.

While the dose levels in the first two cohorts were expected to be sub-therapeutic,

two of the six patients exhibited some anecdotal signs of efficacy.

Both have shown possible signs of tumor necrosis, and one is 20 months

past initial treatment.

In the case of this patient, due to the encouraging results with her initial treatment, we sought single patient

Investigational New Drug (“IND”) application permission from the FDA to re-dose her.

This re-dosing was approved by the FDA,

and we administered her second treatment in October 2024.

This second treatment appears to have been well-tolerated by the patient.

November 2024, we treated the first patient in the third dose cohort, where patients are administered a ten-times higher dose of cells

than the patients in the first dose cohort.

As of January 10, 2025, we have treated two patients in this dose cohort and the treatment

at this dose level appears to be well-tolerated by the patients.

We anticipate completing treatment of patients in the third dose cohort

in February 2025, and commencing treatment of the fourth dose cohort—at a three-times higher dose than the third dose cohort—shortly

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 up to 24 to 48 patients who have received at least two prior lines of chemotherapy.

is estimated to be completed in two to three 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.

We hold an exclusive worldwide,

royalty-bearing license to use certain intellectual property owned or controlled by The Cleveland Clinic Foundation (“Cleveland

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

The license agreement requires us to

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

Utilizing this technology, we are

working in collaboration with Cleveland Clinic to develop a method to vaccinate women against breast cancer, focused initially on TNBC.

The focus of this vaccine is a specific protein, α-lactalbumin, that is only expressed during lactation in a healthy woman’s

mammary tissue.

This protein disappears when the woman is no longer lactating, but reappears in many forms of breast cancer, especially

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

October 2021, following the U.S.

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

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

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

Department of Defense

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

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

The study is being conducted

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 toxicity.

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 genetic mutations 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 are currently

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

following neoadjuvant chemo-immunotherapy and are currently undergoing treatment with pembrolizumab (Keytruda®).

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

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

In October 2021, following the

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 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 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

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®).

In November 2024, we presented the most recent data from each of the three arms of the trial at the

Society for Immunotherapy of Cancer (SITC) Annual Meeting.

Key findings presented include i) patients exhibited antigen-specific immune

responses at all dose levels and in all three patient groups (Phase 1a, 1b and 1c), ii) patients receiving our vaccine in combination

with Keytruda are not showing any additional or more severe adverse side effects, and iii) no adverse side effects were seen other than

varying degrees of injection site irritation.

These findings are promising, and as we continue the Phase 1 trial, we are preparing to

initiate a Phase 2 clinical trial in the neo-adjuvant setting (pre-surgery) to determine possible therapeutic effect of the vaccine.

anticipate commencing the Phase 2 trial in 2025.

We 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”).

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

While expression of AMHR2-ED naturally

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

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

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

(“NCI”) PREVENT program.

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

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

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

In healthy tissue,

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

While expression of AMHR2-ED naturally and markedly

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

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

In May 2021, Cleveland Clinic

was granted acceptance for our ovarian cancer vaccine technology into the National Cancer Institute’s (“NCI”) PREVENT

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

The PREVENT program

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

for cancer prevention and interception towards clinical trials.

The scientific and financial resources of the PREVENT program are being

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

New Drug (“IND”) application enabling studies.

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

with NCI financial resources and will require no material financial expenditures by the Company, nor the transfer of any rights of the

Company’s assets.

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

Certainty holds an exclusive worldwide, royalty-bearing license

to use certain intellectual property owned or controlled by The Wistar Institute (“Wistar”), the nation’s first independent

biomedical research institute and a leading NCI designated cancer research center, relating to Wistar’s chimeric endocrine receptor

targeted therapy technology.

We have initially focused on the development of a treatment for ovarian cancer, but we also may pursue applications

of the technology for the development of treatments for additional solid tumors.

The license agreement requires Certainty to make certain

cash and equity payments to Wistar upon achievement of specific development milestones.

With respect to Certainty’s equity obligations

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

of the common stock of Certainty, such equity stake subject to dilution by further funding of Certainty’s activities by the Company.

Due to such Company funding, Wistar’s equity stake in Certainty was 4.6% as of October 31, 2023.

in collaboration with the H.

Lee Moffitt Cancer Center and Research Institute, Inc.

(“Moffitt”), has begun human clinical

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

After receiving authorization

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

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

patient, and the treatment appears to have been well-tolerated by all patients treated to date.

We anticipate that we will begin enrolling

the successive patient cohort, that we expect to give a three-times higher dose of cells, in the first calendar quarter of 2024.

study is a dose-escalation trial with two arms based on delivery method—intraperitoneal or intravenous—to determine the maximum

tolerated dose in patients with recurrent epithelial ovarian cancer and to assess persistence, expansion and efficacy of the modified

The study is being conducted at Moffitt and will consist of 24 to 48 patients who have received at least two prior lines of

chemotherapy.

The study is estimated to be completed in two to four years depending on multiple factors including when maximum tolerated

dose is reached, the rate of patient enrollment, and how long we maintain the two different delivery methods.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

April 2020, we entered into a collaboration with OntoChem GmbH (“OntoChem”) which was later assigned to MolGenie GmbH, a

company spun-out from OntoChem focused on drug discovery and development, to discover and ultimately develop anti-viral drug candidates

against COVID-19.

Through this collaboration, we identified compounds that appeared to be effective in disrupting the main protease of

SARS-CoV-2, the virus that causes the disease COVID-19.

While our compounds have shown promise as an effective treatment, results of

animal studies indicate that there is not sufficient oral bioavailability, and it is unclear whether an orally delivered treatment may

be developed.

We do not currently believe that there is a viable market for an injectable treatment given the current oral treatments

Furthermore, we believe the needed additional investment in research for alternative delivery methods would divert resources

from more promising projects.

Therefore, in March 2023, we decided to pause further development of our COVID-19 therapeutic.

to prosecute our U.S.

patent applications of this technology and may decide to restart development at some time in the future.

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

of our legacy operations, the Company remains engaged in limited patent licensing activities of its various patent portfolios.

not expect these activities to be a significant part of the Company’s ongoing operations nor do we expect these activities to require

material financial resources or attention of senior management.

the past several years, our revenue was derived from technology licensing and the sale of patented technologies, including revenue from

the settlement of litigation (during the year ended October 31, 2023, we derived approximately $ 210,000

of revenue from these activities).

generated any revenue to date from our vaccine or therapeutics programs.

In addition, while we pursue our vaccine and therapeutics programs,

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

We do not expect to begin generating

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

We hope to achieve a profitable outcome by eventually

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

and sell our technologies as vaccines or therapeutics.

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

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

and Management’s Plans

on currently available information as of January 16, 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.

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.

Under our at-the-market equity program which is currently effective and may remain available for us to

use in the future, as of October 31, 2023, we may sell up to $ 100

million of common stock.

We did not sell any

shares under our at-the-market equity program during the fiscal year ended October 31, 2023.

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.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

The PREVENT program is a peer-reviewed agent development

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

towards clinical trials.

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

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

This work is being performed at

NCI facilities, by NCI scientific staff and with NCI financial resources and will require no material financial expenditures by the Company,

nor the payment of any future consideration by the Company to NCI.

In 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 cancers.

Working with Cleveland

Clinic researchers, we are focusing on the same novel scientific mechanism as in our breast and ovarian cancer vaccines, and working to

discover additional retired proteins that may be associated with other forms of cancer, specifically high incidence malignancies in the

lung, colon and prostate.

Over the next several quarters,

we expect the development of our therapeutics and vaccines to be the primary focus of the Company.

As part of our legacy operations, the

Company remains engaged in limited patent licensing activities of its various patent portfolios.

We do not expect these activities to

be a significant part of the Company’s ongoing operations nor do we expect these activities to require material financial resources

or attention of senior management.

Over the past several years, our

revenue was derived from technology licensing and the sale of patented technologies, including revenue from the settlement of litigation.

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

In addition, while we pursue our vaccine and therapeutics

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

We do not expect to begin

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

We hope to achieve a profitable outcome

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

market and sell our technologies as vaccines or therapeutics.

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

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

Funding and Management’s Plans

Based on currently available information

as of January 10, 2025, 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.

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 year ended October

31, 2024, we raised approximately $ 2,955,000 , net of expenses, through an at-the-market equity offering of 785,290 shares 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 October

31, 2024, we may sell up to $ 97 million of common stock.

We may seek to obtain working capital during our fiscal year 2025 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.

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 could significantly

harm the business and development of operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

consolidated financial statements include the accounts of Anixa Biosciences, Inc.

Basis of Presentation

The consolidated financial statements

include the accounts of Anixa Biosciences, Inc.

and its wholly and majority owned subsidiaries.

intercompany transactions have been eliminated.

Noncontrolling

interest represents Wistar’s equity ownership in Certainty and is presented as a component of equity.

The following table sets

forth the changes in noncontrolling interest for the two years ended October 31, 2023 (in thousands):

All intercompany transactions have been

Noncontrolling Interest

Noncontrolling interest represents

Wistar’s equity ownership in Certainty and is presented as a component of equity.

The following table sets forth the changes in

noncontrolling interest for the two years ended October 31, 2024 (in thousands):

OF CHANGES IN NONCONTROLLING INTEREST

Balance October 31, 2022

Net loss attributable

to noncontrolling interest

Net loss attributable to noncontrolling interest

Balance October 31, 2023

Net loss attributable

to noncontrolling interest

Net loss attributable to noncontrolling interest

Balance October 31, 2024

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

Revenue is recognized upon transfer

of control of intellectual property rights and satisfaction of other contractual performance obligations to licensees in an amount that

reflects the consideration we expect to receive.

revenue recognition policy requires us to make certain judgments and estimates in connection with the accounting for revenue.

may include determining the existence of a contract and identifying each party’s rights and obligations to transfer goods and services,

identifying the performance obligations in the contract, determining the transaction price and allocating the transaction price to separate

performance obligations, estimating the timing of satisfaction of performance obligations, determining whether a promise to grant a license

is distinct from other promised goods or services and evaluating whether a license transfers to a customer at a point in time or over

revenue arrangements provide for the payment, within 30 days of execution of the agreement, of contractually determined, one-time, paid-up

license fees in settlement of litigation and in consideration for the grant of certain intellectual property rights for patented technologies

Revenue Recognition

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

Revenue is recognized upon transfer of control

of intellectual property rights and satisfaction of other contractual performance obligations to licensees in an amount that reflects

the consideration we expect to receive.

recognition policy requires us to make certain judgments and estimates in connection with the accounting for revenue.

Such areas may include

determining the existence of a contract and identifying each party’s rights and obligations to transfer goods and services, identifying

the performance obligations in the contract, determining the transaction price and allocating the transaction price to separate performance

obligations, estimating the timing of satisfaction of performance obligations, determining whether a promise to grant a license is distinct

from other promised goods or services and evaluating whether a license transfers to a customer at a point in time or over time.

arrangements provide for the payment, within 30 days of execution of the agreement, of contractually determined, one-time, paid-up license

fees in settlement of litigation and in consideration for the grant of certain intellectual property rights for patented technologies

owned or controlled by the Company.

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(ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation.

In such instances, the intellectual property rights granted have been perpetual in nature, extending until the expiration of the related

Pursuant to the terms of these agreements, 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.

Licensees obtained control

of the intellectual property rights they have acquired upon execution of the agreement.

Accordingly, the performance obligations from

these agreements were satisfied and 100 %

of the revenue was recognized upon the execution of the agreements.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

of revenues include the costs and expenses incurred in connection with our patent licensing and enforcement activities, including inventor

royalties paid to original patent owners, contingent legal fees paid to external counsel, other patent-related legal expenses paid to

external counsel, licensing and enforcement related research and consulting and other expenses paid to third-parties.

These costs are

included under the caption “Operating costs and expenses” in the accompanying consolidated statements of operations.

and Development Expenses

and development expenses consist primarily of payments to third parties for research and development activities, including expenses related

to clinical trials, employee compensation, and other direct costs associated with developing our therapeutics and vaccines.

recognize research and development expenses as incurred.

Advance payments for future research and development activities are deferred

and expensed as the services are performed.

We recognize our preclinical studies and clinical trial expenses based on the services performed

pursuant to contracts with research institutions, clinical research organizations (“CROs”), clinical manufacturing organizations

(“CMOs”), and other parties that conduct and manage various stages of research and development activities on our behalf.

Fees for such services are recognized based on management’s estimates after considering the activities and tasks completed by each

service provider in a given period, the time period over which services are expected to be performed, and the level of effort expended

in each reporting period.

each balance sheet date, management estimates prepaid and accrued research and development costs by discussing progress or stage of completion

such instances, the intellectual property rights granted have been perpetual in nature, extending until the expiration of the related

Pursuant to the terms of these agreements, 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.

Licensees obtained control of the

intellectual property rights they have acquired upon execution of the agreement.

Accordingly, the performance obligations from these agreements

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

Cost of Revenues

Cost of revenues include the costs

and expenses incurred in connection with our patent licensing and enforcement activities, including inventor royalties paid to original

patent owners, contingent legal fees paid to external counsel, other patent-related legal expenses paid to external counsel, licensing

and enforcement related research and consulting and other expenses paid to third-parties.

These costs are included under the caption “Operating

costs and expenses” in the accompanying consolidated statements of operations.

Research and Development Expenses

Research and development expenses

consist primarily of employee compensation, payments to third parties for research and development activities and other direct costs associated

with developing our therapeutics and vaccines.

We recognize research and development expenses as incurred.

Advance payments for future

research and development activities are deferred and expensed as the services are performed.

We recognize our preclinical studies and

clinical trial expenses based on the services performed pursuant to contracts with research institutions, clinical research organizations

(“CROs”), clinical manufacturing organizations (“CMOs”), and other parties that conduct and manage various stages

of research and development activities on our behalf.

Fees for such services are recognized based on management’s estimates after

considering the activities and tasks completed by each service provider in a given period, the time period over which services are expected

to be performed, and the level of effort expended in each reporting period.

balance sheet date, management estimates prepaid and accrued research and development costs by discussing progress or stage of completion

of activities with internal personnel and external service providers, and comparing this information to payments made, invoices received,

and the agreed-upon contractual fee to be paid for such services in the applicable contract or statements of work.

In addition, we allocate certain internal compensation

costs to research and development expenses based on management’s estimates of each employee’s time and effort expended.

Value Measurements

Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value,

establishes a framework for measuring fair value under U.S.

generally accepted accounting principles (GAAP), and expands disclosures

about fair value measurements.

In accordance with ASC 820, we have categorized our financial assets and liabilities, based on the priority

of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

If the inputs used to measure the

financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant

to the fair value measurement of the instrument.

assets and liabilities recorded in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation

techniques as follows:

1 – Financial instruments whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market

which we have the ability to access at the measurement date.

2 – Financial instruments whose values are based on quoted market prices in markets where trading occurs infrequently or whose

values are based on quoted prices of instruments with similar attributes in active markets.

3 – Financial instruments whose values are based on prices or valuation techniques that require inputs that are both unobservable

and significant to the overall fair value measurement.

These inputs reflect management’s own assumptions about the assumptions

a market participant would use in pricing the instrument.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2023 (in

we allocate certain internal compensation costs to research and development expenses based on management’s estimates of each employee’s

time and effort expended.

Investment Policy

The Company’s investment

policy is designed to optimize returns while managing risk and liquidity.

The policy allows for investments in a diversified range of

financial instruments, including U.S.

government debt securities with fixed maturities and contractual cash flows, as well as alternative

investments such as Bitcoin and Bitcoin-based exchange traded funds (collectively, the “Bitcoin Assets”).

The Company acquires U.S.

debt securities that it 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.

The Company’s

Bitcoin Assets are measured at fair value based on quoted prices on active exchanges.

The Company recognizes changes in the fair value

of Bitcoin Assets as gains or losses in the statement of operations during the period in which they occur.

The Company has no Bitcoin Assets as of October 31, 2024 and 2023.

Fair Value Measurements

Accounting Standards Codification

(“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework

for measuring fair value under U.S.

generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.

In accordance with ASC 820, we have categorized our financial assets and liabilities, based on the priority of the inputs to the valuation

technique, into a three-level fair value hierarchy as set forth below.

If the inputs used to measure the financial instruments fall within

different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement

of the instrument.

Financial assets and liabilities

recorded in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1 – Financial instruments whose

values are based on unadjusted quoted prices for identical assets or liabilities in an active market which we have the ability to access

at the measurement date.

Level 2 – Financial instruments whose

values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments

with similar attributes in active markets.

Level 3 – Financial instruments whose

values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair

value measurement.

These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing

the instrument.

The following table presents the

hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2024 (in thousands):

OF FAIR VALUE MEASUREMENTS

1 unchanged sentence

Cash equivalents

Certificates of deposit:

Short term investments

treasury bills:

term investments

Short term investments

Total financial assets

following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2022 (in

The following table presents the

hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2023 (in thousands):

Money market funds:

1 unchanged sentence

Certificates of deposit:

Cash equivalents

Short term investments

treasury bills:

term investments

Short term investments

Total financial assets

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

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

The estimated fair value

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

to the short-term nature of these measurements.

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

equivalents consist of highly liquid, short-term investments with original maturities of three months or less when purchased.

October 31, 2023 and 2022, we had certificates of deposit and United States treasury bills with maturities greater than 90 days and less

than 12 months when acquired of approximately $ 22,929,000

and $ 17,327,000 ,

respectively, that were classified as short-term investments and reported at fair value.

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

statements or tax returns.

Under this method, deferred tax assets and liabilities are determined based on the difference between the

financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are

expected to reverse.

A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

maintain equity incentive plans under which we may grant incentive stock options, non-qualified stock options, stock appreciation rights,

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

Option Compensation Expense

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

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

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

recorded stock-based compensation expense, related to service-based stock options granted to employees and directors, of approximately

and $ 3,463,000 ,

during the years ended October 31, 2023 and 2022, respectively.

Included in stock-based compensation cost for service-based options granted

to employees and directors during the years ended October 31, 2023 and 2022 was approximately $ 3,023,000

and $ 2,788,000 ,

respectively, related to the amortization of compensation cost for stock options granted in prior periods but not yet vested.

As of October

31, 2023, there was unrecognized compensation cost related to non-vested service-based stock options granted to employees and directors

of approximately $ 5,194,000 ,

which will be recognized over a weighted-average period of 1.7

stock options that vest based on market conditions, such as the trading price of the Company’s common stock exceeding certain price

targets, we use a Monte Carlo Simulation in estimating the fair value at grant date and recognize compensation expense over the implied

service period (median time to vest).

On June 1, 2021, our Chairman, then-President and Chief Executive Officer and our Chief Operating

Officer and Chief Financial Officer were awarded market condition stock options for 2,000,000

shares and 100,000

shares of common stock, respectively, that vest

in four equal installments upon the Company’s share price achieving targets ranging from $ 5.00

per share, with implied service periods of three

to fifteen months.

The assumptions used in the Monte Carlo Simulation for the June 1, 2021 grants were stock price on date of grant and

exercise price of $ 4.02 ,

contract term of 10

years, expected volatility of 75 %

and risk-free interest rate of 1.62 %.

As of October 31, 2023, 500,000

options and 25,000

options granted to our Chairman, then-President

and Chief Executive Officer and our Chief Operating Officer and Chief Financial Officer, respectively, have vested.

the year ended October 31, 2023, we recorded no

stock-based compensation expense related to market

condition stock options granted to employees.

We recorded stock-based compensation expense related to market condition stock options

granted to employees of approximately $ 2,537,000

during the year ended October 31, 2022, which

amount represented expense related to the amortization of compensation cost for stock options granted during the year ended October 31,

As of October 31, 2023, there was no

unrecognized compensation cost related to market

condition stock options granted to employees.

recorded consulting expense, related to service-based stock options granted to consultants, during the years ended October 31, 2023 and

2022 of approximately $ 221,000

and $ 434,000 ,

respectively.

Included in stock-based consulting expense for the years ended October 31, 2023 and 2022 was approximately $ 209,000

and $ 434,000 ,

respectively, related to compensation cost for stock options granted in prior periods but not yet vested.

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

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

estimated fair value of prepaid expenses and other current assets, accounts payable and accrued expenses approximates their

individual carrying amounts due to the short-term nature of these measurements.

Cash equivalents are stated at carrying value which

approximates fair value.

Cash Equivalents

Cash equivalents consist of highly

liquid, short-term investments with maturities of three months or less when purchased.

Short-term Investments

At October 31, 2024 and 2023,

we had certificates of deposit and United States treasury bills with maturities greater than 90 days and less than 12 months when acquired

of approximately $ 18,653,000 and $ 22,929,000 , respectively, that were classified as short-term investments.

We recognize deferred tax assets

and liabilities for the estimated future tax effects of events that have been recognized in our financial statements or tax returns.

this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases

of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Stock-Based Compensation

We maintain equity incentive plans

under which we may grant incentive stock options, non-qualified stock options, stock appreciation rights, stock awards, performance awards,

or stock units to employees, directors and consultants.

Stock Option Compensation Expense

We account for stock options granted

to employees, directors and consultants using the accounting guidance in ASC 718, Stock Compensation (“ASC 718”).

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 $ 4,420,000 and $ 4,422,000 , during

the years ended October 31, 2024 and 2023, respectively.

Included in stock-based compensation cost for service-based options granted to

employees and directors during the years ended October 31, 2024 and 2023 was approximately $ 3,187,000 and $ 3,023,000 , respectively, related

to the amortization of compensation cost for stock options granted in prior periods but not yet vested.

As of October 31, 2024, there

was unrecognized consulting expense related to non-vested service-based stock options granted to consultants of approximately $ 281,000 ,

which will be recognized over a weighted-average period of 2.5

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Value Determination

use the Black-Scholes pricing model in estimating the fair value of stock options granted to employees, directors and consultants which

vest over a specific period of time.

The stock options we granted during each of the years ended October 31, 2023 and 2022 consisted

of awards with 5 -year

terms that vest over 12

following weighted average assumptions were used in estimating the fair value of stock options granted during the years ended October

31, 2023 and 2022:

was unrecognized compensation cost related to non-vested service-based stock options granted to employees and directors of approximately

$ 4,843,000 , which will be recognized over a weighted-average period of 1.7 years.

We recorded consulting expense,

related to service-based stock options granted to consultants, during the years ended October 31, 2024 and 2023 of approximately $ 125,000

and $ 221,000 , respectively.

Included in stock-based consulting expense for the years ended October 31, 2024 and 2023 was approximately

$ 120,000 and $ 209,000 , respectively, related to compensation cost for stock options granted in prior periods but not yet vested.

October 31, 2024, there was unrecognized consulting expense related to non-vested service-based stock options granted to consultants of

approximately $ 180,000 , which will be recognized over a weighted-average period of 1.9 years.

Fair Value Determination

We use the Black-Scholes pricing

model in estimating the fair value of stock options granted to employees, directors and consultants which vest over a specific period

The stock options we granted during each of the years ended October 31, 2024 and 2023 consisted of awards with 5 -year and 10 -year

terms that vest over 12 to 36 months.

The following weighted average

assumptions were used in estimating the fair value of stock options granted during the years ended October 31, 2024 and 2023:

OF WEIGHTED AVERAGE ASSUMPTIONS USED IN ESTIMATING FAIR VALUE OF STOCK OPTIONS

the Year Ended October 31,

Weighted average fair value at

For the Year Ended October 31,

Weighted average fair value at grant date

Valuation assumptions:

3 unchanged sentences

Expected dividend yield

expected term of stock options represents the weighted average period the stock options are expected to remain outstanding.

For employees

and directors, we use the simplified method, which is a weighted average of the vesting term and contractual term, to determine expected

The simplified method was adopted since we do not believe that historical experience is representative of future performance because

of the impact of the changes in our operations and the change in terms from historical operations.

For consultants, we use the contract

term for expected term.

Under the Black-Scholes pricing model, we estimated the expected volatility of our shares of common stock based

upon the historical volatility of our share price over a period of time equal to the expected term of the options.

We estimated the risk-free

interest rate based on the implied yield available on the applicable grant date of a U.S.

Treasury note with a term equal to the expected

term of the underlying grants.

We made the dividend yield assumption based on our history of not paying cash dividends and our expectation

not to pay dividends in the future.

ASC 718, the amount of stock-based compensation expense recognized is based on the portion of the awards that are ultimately expected

Accordingly, if deemed necessary, we reduce the fair value of the stock option awards for expected forfeitures, which are forfeitures

of the unvested portion of surrendered options.

Based on our historical experience and future expectations, we have not reduced the amount

of stock-based compensation expenses for anticipated forfeitures.

will reconsider use of the Black-Scholes pricing model if additional information becomes available in the future that indicates another

model would be more appropriate.

If factors change and we employ different assumptions in the application of ASC 718 in future periods,

the compensation expense that we record under ASC 718 may differ significantly from what we have recorded in the current period.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

warrants granted to consultants for services rendered, we estimate the fair value using the Black-Scholes pricing model on the date of

During the years ended October 31, 2023 and 2022 we recorded consulting expense, based on the fair value, of $ 0

and approximately $ 221,000 ,

respectively, for warrants granted to consultants.

Loss Per Share of Common Stock

accordance with ASC 260, Earnings Per Share, basic net loss per common share (“Basic EPS”) is computed by dividing net loss

by the weighted average number of common shares outstanding.

Diluted net loss per common share (“Diluted EPS”) is computed

by dividing net loss by the weighted average number of common shares and dilutive common share equivalents and convertible securities

then outstanding.

Diluted EPS for all years presented is the same as Basic EPS, as the inclusion of the effect of common share equivalents

then outstanding would be anti-dilutive.

For this reason, excluded from the calculation of Diluted EPS for the years ended October 31,

2023 and 2022 were options to purchase 11,430,000

shares and 10,318,872

shares, respectively, and warrants to purchase

shares and 300,000

shares, respectively.

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

The expected term of stock options

represents the weighted average period the stock options are expected to remain outstanding.

For employees and directors, we use the simplified

method, which is a weighted average of the vesting term and contractual term, to determine expected term.

The simplified method was adopted

since we do not believe that historical experience is representative of future performance because of the impact of the changes in our

operations and the change in terms from historical operations.

For consultants, we use the contract term for expected term.

Black-Scholes pricing model, we estimated the expected volatility of our shares of common stock based upon the historical volatility of

our share price over a period of time equal to the expected term of the options.

We estimated the risk-free interest rate based on the

implied yield available on the applicable grant date of a U.S.

Treasury note with a term equal to the expected term of the underlying

We made the dividend yield assumption based on our history of not paying cash dividends and our expectation not to pay dividends

in the future.

Under ASC 718, the amount of stock-based

compensation expense recognized is based on the portion of the awards that are ultimately expected to vest.

Accordingly, if deemed necessary,

we reduce the fair value of the stock option awards for expected forfeitures, which are forfeitures of the unvested portion of surrendered

Based on our historical experience and future expectations, we have not reduced the amount of stock-based compensation expenses

for anticipated forfeitures.

We will reconsider use of the

Black-Scholes pricing model if additional information becomes available in the future that indicates another model would be more appropriate.

If factors change and we employ different assumptions in the application of ASC 718 in future periods, the compensation expense that we

record under ASC 718 may differ significantly from what we have recorded in the current period.

Net Loss Per Share of Common Stock

In accordance with ASC 260, Earnings

Per Share, basic net loss per common share (“Basic EPS”) is computed by dividing net loss by the weighted average number of

common shares outstanding.

Diluted net loss per common share (“Diluted EPS”) is computed by dividing net loss by the weighted

average number of common shares and dilutive common share equivalents and convertible securities then outstanding.

Diluted EPS for all

years presented is the same as Basic EPS, as the inclusion of the effect of common share equivalents then outstanding would be anti-dilutive.

For this reason, excluded from the calculation of Diluted EPS for the years ended October 31, 2024 and 2023 were options to purchase 12,158,062

shares and 11,430,000 shares, respectively, and warrants to purchase 300,000 shares and 300,000 shares, respectively.

Use of Estimates

The preparation

of financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

Estimates and assumptions are used for, but not limited to, determining stock-based compensation, asset impairment evaluations,

tax assets and liabilities, license fee revenue, the allowance for doubtful accounts, depreciation lives and other contingencies.

results could differ from those estimates.

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

of Recently Issued Pronouncements

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

and Contracts in an Entity’s Own Equity.

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

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

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

Additionally, ASU

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

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

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the

reporting period.

Estimates and assumptions are used for, but not limited to, determining stock-based compensation, asset impairment

evaluations, tax assets and liabilities, license fee revenue, research and development expense accruals, the allowance for doubtful

accounts, depreciation lives and other contingencies.

Actual results could differ from those estimates.

Effect of Recently Issued Pronouncements

In October 2021, the FASB issued

Accounting Standards Update 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and

Contract Liabilities from Contracts with Customers, to require that an acquirer recognize and measure contract assets and contract liabilities

acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers.

At the acquisition date, an acquirer

should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

The amendments in

this update should be applied prospectively and are effective for fiscal years beginning after December 15, 2022, including interim periods

within those fiscal years.

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

related disclosures.

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

or Exchanges of Freestanding Equity-Classified Written Call Options.

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

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

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

This guidance applies whether the modification is structured as an amendment

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

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

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.

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.

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

The amendments in this

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

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

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

for Contract Assets and Contract Liabilities from Contracts with Customers, to require that an acquirer recognize and measure contract

assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers.

At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated

the contracts.

The amendments in this update should be applied prospectively and are effective for fiscal years beginning after December

15, 2022, including interim periods within those fiscal years.

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

on our consolidated financial statements and related disclosures.

Concentration

of Credit Risks

instruments that potentially subject us to concentrations of credit risk are cash equivalents, short-term investments and accounts receivable.

Cash equivalents are primarily highly rated money market funds.

Short-term investments are certificates of deposit within federally insured

limits as well as U.S.

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.

In March 2024, the FASB issued

Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses, to improve the disclosures about a public business entity’s expenses and to

provide more detailed information about the types of expenses in commonly presented expense captions.

The amendments in this update should

be applied either prospectively or retrospectively, and are effective for fiscal years beginning after December 15, 2026, and interim

periods beginning after December 15, 2027.

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.

Concentration of Credit Risks

Financial instruments that potentially

subject us to concentrations of credit risk are cash equivalents, short-term investments and accounts receivable.

Cash equivalents are

primarily highly rated money market funds.

Short-term investments are U.S.

treasury bills.

Where applicable, management reviews our accounts receivable and other receivables for potential

doubtful accounts and maintains an allowance for estimated uncollectible amounts.

Our policy is to write-off uncollectable amounts at

the time it is determined that collection will not occur.

One licensee accounted for 100% of revenues from patent licensing activities

during fiscal year 2023.

Where applicable,

management reviews our accounts receivable and other receivables for potential doubtful accounts and maintains an allowance for estimated

uncollectible amounts.

Our policy is to write-off uncollectable amounts at the time it is determined that collection will not occur.

licensee accounted for 100 % of revenues from patent licensing activities during fiscal year 2023.

We recorded no revenue in fiscal year

ACCRUED EXPENSES

liabilities consist of the following as of:

OF ACCRUED EXPENSES

Accrued liabilities consist of

the following as of:

SCHEDULE OF ACCRUED EXPENSES

Payroll and related expenses

1 unchanged sentence

Accrued other

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued expenses

SHAREHOLDERS’ EQUITY

the year ended October 31, 2023, we had two stock option plans:

Stock Option Plans

During the year ended October

31, 2024, we had two stock option plans:

the Anixa Biosciences, Inc.

2010 Share Incentive Plan (the “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.

2010 Share Incentive Plan (the “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.

In accordance with the provisions of the 2010 Share Plan, the plan terminated with respect to the grant of future securities

on July 14, 2020.

the years ended October 31, 2023 and 2022, stock options to purchase 157,761

shares of common stock, respectively, were exercised

on a cash basis, with aggregate proceeds of approximately $ 353,000

and $ 439,000 ,

respectively.

During the years ended October 31, 2023 and 2022, stock options to purchase 161,111

shares of common stock, of which 116,225

shares were withheld, and 1,488,881

shares of common stock, of which 1,083,517

shares were withheld, were exercised on a cashless

basis, respectively.

2010 Share Plan provided for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards and

stock units to employees, directors and consultants.

On the first business day of each calendar year the aggregate number of shares available

for future issuance was replenished such that 800,000

shares were available.

The exercise price with

respect to all of the options granted under the 2010 Share Plan was equal to the fair market value of the underlying common stock at

the grant date.

Information regarding the 2010 Share Plan for the two years ended October 31, 2023 is as follows:

In accordance

with the provisions of the 2010 Share Plan, the plan terminated with respect to the grant of future securities on July 14, 2020.

During the years ended October

31, 2024 and 2023, stock options to purchase 173,031 and 157,761 shares of common stock, respectively, were exercised on a cash basis,

with aggregate proceeds of approximately $ 456,000 and $ 353,000 , respectively.

During the year ended October 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, respectively.

the year ended October 31, 2024, no stock options were exercised on a cashless basis.

2010 Share Plan

The 2010 Share Plan provided for

the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to employees, directors

and consultants.

On the first business day of each calendar year the aggregate number of shares available for future issuance was replenished

such that 800,000 shares were available.

The exercise price with respect to all of the options granted under the 2010 Share Plan was equal

to the fair market value of the underlying common stock at the grant date.

Information regarding the 2010 Share Plan for the two years

ended October 31, 2024 is as follows:

OF OPTION ACTIVITY

Weighted Average

Exercise Price

Intrinsic Value

Aggregate Intrinsic Value

Options Outstanding at October 31, 2022

Options Outstanding at October 31, 2023

Options Outstanding

and Exercisable at October 31, 2023

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

Options Outstanding and Exercisable at October 31, 2024

The following table summarizes

information about stock options outstanding under the 2010 Share Plan as of October 31, 2024:

OF OUTSTANDING AND EXERCISABLE

of Exercise Prices

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

2018 Share Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards,

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

On the first business day of each calendar year the maximum

aggregate number of shares available for future issuance is replenished such that 2,000,000

shares are available.

The exercise price with

respect to all of the options granted under the 2018 Share Plan was equal to the fair market value of the underlying common stock at

the grant date.

As of October 31, 2023, the 2018 Share Plan had 750,000

shares available for future grants.

regarding the 2018 Share Plan for the two years ended October 31, 2023 is as follows:

Range of Exercise Prices

Outstanding and

Weighted Average

Contractual Life

Exercise Price

$ 0.67 - $ 2.27

$ 2.58 - $ 3.13

$ 3.46 - $ 5.30

2018 Share Plan

The 2018 Share Plan provides for

the grant of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock

units to employees, directors and consultants.

On the first business day of each calendar year the maximum aggregate number of shares

available for future issuance is replenished such that 2,000,000 shares are available.

The exercise price with respect to all of the options

granted under the 2018 Share Plan was equal to the fair market value of the underlying common stock at the grant date.

As of October 31,

2024, the 2018 Share Plan had 983,907 shares available for future grants.

Information regarding the 2018 Share Plan for the two years

ended October 31, 2024 is as follows:

OF OPTION ACTIVITY

Weighted Average

Exercise Price

Intrinsic Value

Aggregate Intrinsic Value

Options Outstanding at October 31, 2022

Forfeited/Expired

Options Outstanding at October 31, 2023

Forfeited/Expired

Options Outstanding at October 31, 2024

Options Exercisable at October 31, 2024

The following table summarizes

information about stock options outstanding under the 2018 Share Plan as of October 31, 2024:

OF OUTSTANDING AND EXERCISABLE

Options Outstanding

at October 31, 2023

Options Exercisable

at October 31, 2023

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

OF OUTSTANDING AND EXERCISABLE

addition to options granted under stock option plans, during the years ended October 31, 2012 and 2013, the Board of Directors approved

the grant of stock options to certain employees and directors (the “Non-Plan Options”).

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

regarding the Non-Plan Options for the two years ended October 31, 2023 is as follows:

OF OPTION ACTIVITY

Exercise Prices

Contractual Life

Exercise Price

Options Outstanding October 31,

Contractual Life

Exercise Price

$ 2.09 - $ 3.87

Options Outstanding

and Exercisable at October 31, 2022

Stock Purchase Plan

Company maintains the Anixa Biosciences, Inc.

Employee Stock Purchase Plan which permits eligible employees to purchase shares at not

less than 85 %

of the market value of the Company’s common stock on the offering date or the purchase date of the applicable offering period,

whichever is lower.

The plan was adopted by our Board of Directors on August 13, 2018 and approved by our shareholders on September 27,

During the years ended October 31, 2023 and 2022, employees purchased 4,360

shares, respectively, with aggregate proceeds

of approximately $ 13,000

and $ 13,000 ,

respectively.

Stock Purchase Warrants

November 1, 2021 we issued a warrant, expiring on October

30, 2026 , to purchase 60,000

shares of common stock at $ 4.77

per share, vesting over five

months , to a consultant for investor relations

We recorded consulting expense of approximately $ 221,000

during the year ended October 31, 2022, based

on the fair value of the warrant recognized on a straight-line basis over the vesting period.

The warrant terminated in May 2022 upon

termination of the consulting agreement.

connection with a public offering in March 2021, we issued to certain designees of the underwriter, as compensation, warrants to purchase

shares of common stock at $ 6.5625

per share, expiring on March

regarding the Company’s warrants for the two years ended October 31, 2023 is as follows:

$ 3.96 - $ 5.30

Employee Stock Purchase Plan

The Company maintains the Anixa

Biosciences, Inc.

Employee Stock Purchase Plan (the “ESPP”) which permits eligible employees to purchase shares at not less

than 85 % of the market value of the Company’s common stock on the offering date or the purchase date of the applicable offering

period, whichever is lower.

The ESPP was adopted by our Board of Directors on August 13, 2018 and approved by our shareholders on September

During the years ended October 31, 2024 and 2023, employees purchased 3,986 and 4,360 shares, respectively, with aggregate proceeds

of approximately $ 10,000 and $ 13,000 , respectively.

Common Stock Purchase Warrants

In connection with a public offering

in March 2021, we issued to certain designees of the underwriter, as compensation, warrants to purchase 300,000 shares of common stock

at $ 6.5625 per share, expiring on March 22, 2026 .

Information regarding the Company’s

warrants for the two years ended October 31, 2024 is as follows:

OF WARRANTS ACTIVITY

Weighted Average

Exercise Price

Warrants Outstanding at October

Warrants Outstanding

and Exercisable at October 31, 2022 and October 31, 2023

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

Warrants Outstanding and Exercisable at October 31, 2023 and October 31, 2024

The following table summarizes

information about the Company’s outstanding and exercisable warrants as of October 31 , 2024:

OF OUTSTANDING AND EXERCISABLE

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

lease approximately 2,000

square feet of office space at 3150 Almaden Expressway,

San Jose, California (our principal executive offices) from an unrelated party pursuant to an operating lease that, as amended, will

expire on September

30, 2024 , with an

option to extend the lease an additional two years.

base rent is approximately $ 5,000

per month and the lease provides for annual increases

of approximately 3 %

and an escalation clause for increases in certain operating costs.

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

liability of approximately $ 260,000

Exercise Price

Outstanding and

Weighted Average

Contractual Life

Exercise Price

During the years ended October

31, 2024 and 2023, we issued 89,336 shares and 24,310 shares of common stock, respectively, to consultants providing investor relations

services and recorded expense of approximately $ 237,000 and $ 92,000 , respectively.

As of October 31, 2024 and 2023, approximately $ 18,000

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

Treasury stock

As of October 31, 2024, the Company

held 2,000 shares of its common stock as treasury stock.

These shares were repurchased at an average cost of $ 3.17 per share for a total

cost of approximately $ 6,000 .

The repurchases were made as part of a stock buyback program approved by our Board of Directors on July

The treasury shares are accounted for under the cost method and are recorded as a reduction in shareholders’ equity in

the consolidated balance sheet.

The Company may reissue treasury shares for stock option exercises, acquisitions, or other corporate purposes.

We lease approximately 2,000 square

feet of office space at 3150 Almaden Expressway, San Jose, California 95118 (our principal executive offices) from an unrelated party

pursuant to an operating lease that, as amended, will expire on September 30, 2027 , with an option to extend the lease an additional two

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

clause for increases in certain operating costs.

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

$ 250,000 with a discount rate of 12 %.

Rent expense was approximately $ 66,000 for

each of the years ended October 31, 2023 and 2022.

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

The remaining

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

option period that the Company believes it is reasonably certain to exercise.

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

indications of impairment are present.

of October 31, 2023, the annual minimum lease payments of our operating lease liability were as follows (in thousands):

OF MINIMUM LEASE PAYMENTS

Rent expense was approximately $ 61,000 and $ 66,000 for the years ended October 31, 2024 and 2023,

respectively.

For operating leases, the lease

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

The remaining 59 -month lease term

as of October 31, 2024 for the Company’s lease includes the noncancelable period of the lease and the additional two-year option

period that the Company is reasonably certain to exercise.

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

As of October 31, 2024, the annual

minimum lease payments of our operating lease liability were as follows (in thousands):

SCHEDULE OF MINIMUM LEASE PAYMENTS

For Years Ending October 31,

Total future minimum lease

payments, undiscounted

Operating Leases

Total future minimum lease payments, undiscounted

Imputed interest

value of future minimum lease payments

Present value of future minimum lease payments

Balance as of October 31, 2024

Operating lease liability

Operating lease liability, non-current

COMMITMENTS AND CONTINGENCIES

than lawsuits we bring to enforce our patent rights, we are not involved in any litigation or other legal proceedings and management

is not aware of any pending litigation or legal proceeding against us that would have a material adverse effect upon our results of operations

or financial condition.

of October 31, 2023, our commitments under the license agreements with Wistar and Cleveland Clinic for the year ending October 31, 2024

were approximately $ 70,000 .

& Development Agreements

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

necessary for the expected Phase 2 clinical trial of our breast cancer vaccine.

As of October 31, 2023, future payments the Company may

make under these agreements may be approximately $ 3.5 million and such payments may be made over up to a five-year period.

tax provision (benefit) consists of the following:

Litigation Matters

Other than lawsuits we bring to

enforce our patent rights, we are not involved in any litigation or other legal proceedings and management is not aware of any pending

litigation or legal proceeding against us that would have a material adverse effect upon our results of operations or financial condition.

License Commitments

As of October 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 .

Research & Development Agreements

We have entered into certain research

and development agreements with various collaboration partners and third-party vendors related to i) the manufacturing of materials necessary

for the expected Phase 2 clinical trial of our breast cancer vaccine, ii) the discovery of new vaccine targets in high incidence malignancies

in prostate, lung and colon and iii) the further development of our CAR-T technology.

As of October 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 $ 4.2 million and such payments may be made over up to a

five-year period.

Income tax provision (benefit)

consists of the following:

OF INCOME TAX PROVISION (BENEFIT)

Ended October 31,

( 1,739,000 )

Year Ended October 31,

( 2,284,000 )

Adjustment to valuation

allowance related to net deferred tax assets

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

tax effects of temporary differences that give rise to significant portions of the deferred tax asset, net, at October 31, 2023 and 2022,

are as follows:

Adjustment to valuation allowance related to net deferred tax assets

The tax effects of temporary differences

that give rise to significant portions of the deferred tax asset, net, at October 31, 2024 and 2023, are as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

Long-term deferred tax assets:

state NOL and tax credit carryforwards

Federal and state NOL and tax credit carryforwards

Deferred compensation

2 unchanged sentences

( 34,502,000 )

tax asset, net

of October 31, 2023, we had Federal tax net operating loss and tax credit carryforwards of approximately $ 95,752,000

and $ 1,870,000 ,

respectively.

At the federal level, businesses can carry forward their net operating losses indefinitely, but the deductions are limited

to 80 percent of taxable income.

Prior to the Tax Cuts and Jobs Act (TCJA) of 2017, businesses could carry losses forward for 20 years

(without a deductibility limit).

If the tax benefits relating to deductions of option holders’ income are ultimately realized,

those benefits will be credited directly to additional paid-in capital.

Certain changes in stock ownership can result in a limitation

on the amount of net operating loss and tax credit carryovers that can be utilized each year.

As of October 31, 2023, management has

not determined the extent of any such limitations, if any.

had California tax net operating loss carryforwards of approximately $ 51,065,000

as of October 31, 2023, available within statutory

limits ( expiring

at various dates between 2024 and 2043 ), to offset

future corporate taxable income and taxes payable, if any, under certain computations of such taxes.

have provided a 100 %

valuation allowance against our deferred tax

asset due to our current and historical pre-tax losses and the uncertainty regarding their realizability.

The primary differences from

the Federal statutory rate of 21 %

and the effective rate of 0 %

is attributable to expiring net operating losses and a change in the valuation allowance.

The following is a reconciliation of income

taxes at the Federal statutory tax rate to income tax expense (benefit):

Deferred tax asset, net

As of October 31, 2024, we had

Federal tax net operating loss and tax credit carryforwards of approximately $ 99,868,000 and $ 1,946,000 , respectively.

At the federal

level, businesses can carry forward their net operating losses indefinitely, but the deductions are limited to 80 percent of taxable income.

Prior to the Tax Cuts and Jobs Act (TCJA) of 2017, businesses could carry losses forward for 20 years (without a deductibility limit).

If the tax benefits relating to deductions of option holders’ income are ultimately realized, those benefits will be credited directly

to additional paid-in capital.

Certain changes in stock ownership can result in a limitation on the amount of net operating loss and tax

credit carryovers that can be utilized each year.

As of October 31, 2024, management has not determined the extent of any such limitations,

We had California tax net operating

loss carryforwards of approximately $ 60,618,000 as of October 31, 2024, available within statutory limits ( expiring at various dates between

2025 and 2044 ), to offset future corporate taxable income and taxes payable, if any, under certain computations of such taxes.

We have provided a 100 % valuation

allowance against our deferred tax asset due to our current and historical pre-tax losses and the uncertainty regarding their realizability.

The primary differences from the Federal statutory rate of 21 % and the effective rate of 0 % is attributable to a change in the valuation

The following is a reconciliation of income taxes at the Federal statutory tax rate to income tax expense (benefit):

OF RECONCILIATION OF INCOME TAXES

Ended October 31,

Year Ended October 31,

Income tax benefit at U.S.

statutory income tax rate

Federal statutory income tax rate

$ ( 2,667,000 )

2 unchanged sentences

Permanent differences

Expiring net operating losses, credits and

Change in valuation

tax provision

BIOSCIENCES, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the two fiscal years ended October 31, 2023, we incurred no Federal and no State income taxes.

unrecognized tax benefits as of October 31, 2023

and 2022 and we account for interest and penalties related to income tax matters in general and administrative expenses.

which our net operating losses relate remain open to examination by Federal and California authorities to the extent which the net operating

losses have yet to be utilized.

Expiring net operating losses, credits and other

Change in valuation allowance

Income tax provision

During the two fiscal years ended

October 31, 2024, we incurred no Federal and no State income taxes.

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

and we account for interest and penalties related to income tax matters in general and administrative expenses.

Tax years to which our

net operating losses relate remain open to examination by Federal and California authorities to the extent which the net operating losses

have yet to be utilized.

SEGMENT INFORMATION

follow the accounting guidance of ASC 280, Segment Reporting (“ASC 280”).

Reportable operating segments are determined based

on the management approach.

The management approach, as defined by ASC 280, is based on the way that the chief operating decision-maker

organizes the segments within an enterprise for making operating decisions and assessing performance.

While our results of operations

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

reportable segments, each with different operating

and potential revenue generating characteristics:

(i) CAR-T Therapeutics, (ii) Cancer Vaccines, (iii) Anti-Viral Therapeutics and (iv)

The following represents selected financial information for our segments for the years ended October 31, 2023 and 2022:

We follow the accounting guidance

of ASC 280, Segment Reporting (“ASC 280”).

Reportable operating segments are determined based on the management approach.

The management approach, as defined by ASC 280, is based on the way that the chief operating decision-maker organizes the segments within

an enterprise for making operating decisions and assessing performance.

While our results 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) Cancer Vaccines, (ii) CAR-T Therapeutics, and (iii) Other.

The following represents selected financial

information for our segments for the years ended October 31, 2024 and 2023, in thousands:

OF SEGMENT INFORMATION

Ended October 31,

Net income (loss):

CAR-T Therapeutics

Year Ended October 31,

Cancer Vaccines

Anti-Viral Therapeutics

income (loss)

Total operating costs and expenses

Less non-cash share-based

costs and expenses excluding non-cash share-based compensation

Operating costs and expenses excluding non-cash

share based compensation:

CAR-T Therapeutics

Net income (loss)

Total operating costs and expenses

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:

Cancer Vaccines

Anti-Viral Therapeutics

CAR-T Therapeutics

costs and expenses excluding non-cash share based compensation

Total assets:

CAR-T Therapeutics

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

the enterprise.

Company’s consolidated revenue of $ 210,000

and inventor royalties, contingent legal fees, litigation and

licensing expense of $ 161,000 ,

for the year ended October 31, 2023 were solely related to our other segment.

All our revenue is generated domestically (United States)

based on the country in which the licensee is located.

CAR-T Therapeutics

Operating costs and expenses excluding

non-cash stock-based compensation is the measurement the chief operating decision-maker uses in managing the enterprise.

The Company had no revenue during

the year ended October 31, 2024.

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

and licensing expense of $ 161,000 , for the year ended October 31, 2023 were solely related to 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-K

Item 9A. Controls and Procedures