What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-01-12 compared with 2025-01-10 · 672 added, 799 removed, 324 unchanged (82% of the section changed)

Controls and Procedures

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.

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 October 31, 2025.

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, 2025.

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, 2025.

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, 2025 has not been audited by our independent registered public accounting firm,

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 2025 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

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.

Directors, Executive Officers and Corporate Governance

information required by this Item will be set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders scheduled for

March 10, 2026 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2025, and will be incorporated into

this Annual Report on Form 10-K by reference.

Executive Compensation

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

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

(a)(1)(2) Financial

Statement Schedules

See accompanying “Index

to Consolidated Financial Statements.”

information required by this Item will be set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders scheduled for

March 10, 2026 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2025, 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 2026 Annual Meeting of Stockholders scheduled for

March 10, 2026 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2025, 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 2026 Annual Meeting of Stockholders scheduled for

March 10, 2026 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2025, and will be incorporated into

this Annual Report on Form 10-K by reference.

Principal Accountant Fees and Services

information required by this Item will be set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders scheduled for

March 10, 2026 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2025, and will be incorporated into

this Annual Report on Form 10-K by reference.

Exhibits and Financial Statement Schedules

Financial Statement Schedules

accompanying “Index to Consolidated Financial Statements.”

Certificate of Incorporation, as amended.

56 unchanged sentences

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.)

Code of Conduct (Incorporated by reference to Exhibit 14 to our Form 10-K, for the fiscal year ended October 31, 2024.)

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

13 unchanged sentences

Form 10-K Summary

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

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.

Anixa Biosciences,

Chairman of the Board and

1 unchanged sentence

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

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.

Chairman of the Board and

2 unchanged sentences

(Principal Executive Officer)

/s/ Michael J.

President, Chief Operating Officer and

President, Chief Operating

Chief Financial Officer

4 unchanged sentences

January 12, 2026

/s/ Arnold Baskies

Arnold Baskies

January 12, 2026

/s/ Emily Gottschalk

Emily Gottschalk

January 12, 2026

ANIXA BIOSCIENCES, INC.

BIOSCIENCES, INC.

AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2024

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

4 unchanged sentences

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.

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, 2025

and 2024, and the related consolidated statements of operations, equity, and cash flows for each of the two years in the period ended

October 31, 2025, 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, 2025

and 2024, and the consolidated results of its operations and its cash flows for each of the years in the two year period ended October

31, 2025, 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 and Exchange Commission

and the PCAOB.

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.

Accordingly, we express no such opinion.

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:

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.

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 matters are matters arising from the

current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

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

or complex judgments.

We determined that there are no critical audit matters.

Haskell & White LLP

We have served as the Company’s auditor since

Irvine, California

January 10, 2025

ANIXA BIOSCIENCES, INC.

have served as the Company’s auditor since 2013.

BIOSCIENCES, INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share

and per share data)

BALANCE SHEETS

thousands, except share and per share data)

Current assets:

26 unchanged sentences

Accumulated deficit

Treasury stock, 2,000 shares at cost

Treasury stock, 2,000 shares at cost as of October 31, 2024

Total shareholders’ equity

1 unchanged sentence

Total liabilities and equity

The accompanying notes are an integral part of these

ANIXA BIOSCIENCES, INC.

accompanying notes are an integral part of these statements.

BIOSCIENCES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF

(in thousands, except per

STATEMENTS OF OPERATIONS

thousands, except per share data)

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 stock-based compensation expenses of $ 1,560 and $ 1,859 , respectively)

9 unchanged sentences

Basic and diluted

The accompanying notes are an integral part of these

ANIXA BIOSCIENCES, INC.

accompanying notes are an integral part of these statements.

BIOSCIENCES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE YEARS ENDED OCTOBER 31, 2024 AND 2023

(in thousands, except share data)

Additional Paid-in

Total Shareholders’

STATEMENTS OF EQUITY

THE YEARS ENDED OCTOBER 31, 2025 AND 2024

thousands, except share data)

Treasury Stock

Shareholders’

controlling Interest

BALANCE, October 31, 2023

4 unchanged sentences

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 )

$ ( 228,196 )

Stock option compensation to employees and directors

1 unchanged sentence

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 $ 183

Common stock issued pursuant to employee stock purchase plan

Purchase of treasury stock

Cancelation of treasury shares

BALANCE, October 31, 2025

$ ( 251,677 )

$ ( 240,750 )

The accompanying notes are an integral part of these

ANIXA BIOSCIENCES, INC.

accompanying notes are an integral part of these statements.

BIOSCIENCES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

STATEMENTS OF CASH FLOWS

For the years ended October 31,

5 unchanged sentences

Amortization of operating lease right-of-use asset

Amortization of discount on held-to-maturity securities

Change in operating assets and liabilities:

7 unchanged sentences

Proceeds from maturities of short-term investments

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Cash flows from financing activities:

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

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

expenses of $ 183

and $ 168 , for the years ended October 31, 2025 and 2024, respectively

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

Proceeds from exercise of stock options

Net (costs) 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

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

6 unchanged sentences

Modification to operating lease liability

The accompanying notes are an integral part of these

ANIXA BIOSCIENCES, INC.

accompanying notes are an integral part of these statements.

BIOSCIENCES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TO CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS AND FUNDING

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.

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

and its consolidated subsidiaries.

Biosciences, Inc.

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

Our therapeutics program consists of the development of liraltagene autoleucel (“lira-cel”), a chimeric endocrine receptor-T

cell therapy, which is a novel form of chimeric antigen receptor-T cell (“CAR-T”) technology, initially focused on treating

ovarian cancer, that 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

Our vaccine programs

include (i) the development of a vaccine against 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.

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 National Cancer Institute (“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

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 is 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 4.1 % as of October 31, 2025.

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.

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

(“Moffitt”), has begun human clinical

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

After receiving

authorization from the U.S.

Food and Drug Administration (“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.

Between February

and June 2024, we treated the three patients 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 was also well-tolerated by the patients.

From November

2024 to February 2025, we treated three patients in the third dose cohort, where they were 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.

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

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.

Consistent with the lower dose cohorts, the treatment was well-tolerated by the patients.

Subsequently, we treated the patients in the fourth dose cohort, administering a 30-times higher dose of cells than the patients in the

first dose cohort, and again the treatment appears to have been well-tolerated.

the dose levels in the first three cohorts were expected to be sub-therapeutic, multiple patients have exhibited anecdotal signs of efficacy,

including possible signs of T cell infiltration and tumor necrosis.

For example, many patients have survived beyond expectations, including

one patient that survived over two years past initial treatment and three other patients that survived over one year past treatment.

In the case of the patient that survived over two years past initial treatment, 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 was well-tolerated by the patient.

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

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

modified T cells.

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

prior lines of chemotherapy.

The study is estimated to be completed in two to 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.

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 breast cancer,

focused initially on triple-negative breast cancer (“TNBC”), the most lethal form of the disease.

The focus of this vaccine

is a specific protein, α-lactalbumin, that is only expressed during lactation in a healthy woman’s mammary tissue.

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

Studies have shown that

vaccinating against this protein prevents breast cancer in mice.

October 2021, following the FDA’s authorization to proceed, we commenced dosing patients in a Phase 1 clinical trial of our breast

cancer vaccine.

This study, which has been 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 has been conducted at Cleveland Clinic.

During the course of the Phase 1

study, participants received three vaccinations, each two weeks apart, and have been closely monitored for side effects and immune response.

The first segment of the study, Phase 1a, consisted of approximately 24 patients who had completed treatment for early-stage, triple-negative

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

Studies show that 42% of TNBC

patients will have a recurrence of their cancer, with most of the recurrences occurring in the first two to three years after standard

of care treatment.

In January 2023, the number of participants in each dose cohort was expanded, and as of August 2023, we had completed

vaccinating all patients in these expanded cohorts.

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 included 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 had 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 June 2025, we completed enrollment in the Phase 1 trial and in October 2025, we completed all patient clinical visits.

2025, we presented the final data from the Phase 1 trial at the San Antonio Breast Cancer Symposium.

The key results presented were that

i) all primary study endpoints were met, ii) protocol defined immune responses were observed in 74% of the study subjects, iii) the vaccine

was safe and well-tolerated by study participants at the maximum tolerated dose, and iv) immunohistochemistry (IHC) of the subjects’

primary tumors for alpha-lactalbumin protein revealed a range of expression from absent to strong—analysis and correlation to immune

response and clinical outcomes is ongoing.

The Phase 1 findings are promising, and 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.

The Phase 2 trial will commence following

FDA consultations, protocol development, manufacturing and clinical site selection.

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

to certain ovarian cancer vaccine technology.

The license agreement requires us to make certain cash payments to Cleveland Clinic upon

achievement of specific development milestones.

This technology pertains to, among other things, the use of vaccines for the treatment

or prevention of ovarian cancers which express the anti-Mullerian hormone receptor 2 protein containing an extracellular domain (“AMHR2-ED”).

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

While expression of AMHR2-ED

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

ovarian cancer.

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

May 2021, Cleveland Clinic was granted acceptance for our ovarian cancer vaccine technology into the NCI’s PREVENT program.

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 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.

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.

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

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

Working with Cleveland Clinic researchers, we 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.

the next several quarters, we expect the development of our therapeutics and vaccines 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.

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

In addition, while

we pursue our therapeutics and vaccine programs, we may also make investments in and form new companies to develop additional emerging

technologies.

We do not expect to begin generating revenue with respect to any of our current therapeutics or vaccine programs in the

We hope to achieve a profitable outcome by eventually licensing our technologies to large pharmaceutical companies that have

the resources and infrastructure in place to manufacture, market and sell our technologies as therapeutics or vaccines.

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 12, 2026, 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, 2025, we raised approximately $ 2,378,000 , net of expenses, through

an at-the-market equity offering of 772,001 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, 2025, we may sell up to an additional $ 100 million of common

We may seek to obtain working capital during our fiscal year 2026 or thereafter through sales of our equity securities or through

bank credit facilities or public or private debt from various financial institutions where possible.

We cannot be certain that additional

funding will be available on acceptable terms, or at all.

If we do identify sources for additional funding, the sale of additional equity

securities or convertible debt will result in dilution to our stockholders.

We can give no assurance that we will generate sufficient

cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as

sales of equity or debt, would be available or would be approved by our security holders, if needed, on favorable terms or at all.

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

Basis of Presentation

The consolidated financial statements

include the accounts of Anixa Biosciences, Inc.

of Presentation

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

and its wholly and majority owned subsidiaries.

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):

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, 2025 (in thousands):

OF CHANGES IN NONCONTROLLING INTEREST

4 unchanged sentences

Balance October 31, 2025

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

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

owned or controlled by the Company.

3 unchanged sentences

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

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.

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.

of revenues includes 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 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

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

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

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.

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):

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.

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”).

Company acquires U.S.

government 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

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.

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.

following table presents the hierarchy for our financial assets measured at fair value as of October 31, 2025 (in

OF FAIR VALUE MEASUREMENTS

1 unchanged sentence

Cash equivalents

Bitcoin exchange traded funds:

Short term investments

treasury bills:

1 unchanged sentence

Total financial assets

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):

following table presents the hierarchy for our financial assets measured at fair value as of October 31, 2024 (in

Money market funds:

Cash equivalents

Certificates of deposit:

Short term investments

treasury bills:

1 unchanged sentence

Total financial assets

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 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:

As noted above, the Company classifies its investments in U.S.

treasury bills as short-term investments that are held-to-maturity, and

accordingly, are presented on the accompanying consolidated balance sheets at amortized cost.

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.

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 maturities of three months or less when purchased.

October 31, 2025 and 2024, we held United States treasury bills with maturities greater than 90 days and less than 12 months when

acquired with amortized costs of approximately $ 13,930,000

and $ 18,653,000 ,

respectively, that were classified as short-term investments.

Furthermore, at October 31, 2025, we held Bitcoin Assets with fair

value of approximately $ 11,000 that were classified as short-term investments.

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

We have provided a full valuation allowance against out deferred tax asset due to our historical pre-tax losses and the uncertainty

regarding the realizability of these deferred tax assets.

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

$ 3,681,000 and $ 4,420,000 , during the years ended October 31, 2025 and 2024, respectively.

Included in stock-based compensation cost

for service-based options granted to employees and directors during the years ended October 31, 2025 and 2024 was approximately $ 3,023,000

and $ 3,187,000 , respectively, related to the amortization of compensation cost for stock options granted in prior periods but not yet

As of October 31, 2025, there was unrecognized compensation cost related to non-vested service-based stock options granted to

employees and directors of approximately $ 3,166,000 , which will be recognized over a weighted-average period of 1.6 years.

recorded consulting expense, related to service-based stock options granted to consultants, during the years ended October 31, 2025 and

2024 of approximately $ 129,000 and $ 125,000 , respectively.

Included in stock-based consulting expense for the years ended October 31,

2025 and 2024 was approximately $ 94,000 and $ 120,000 , respectively, related to compensation cost for stock options granted in prior periods

but not yet vested.

As of October 31, 2025, there was unrecognized consulting expense related to non-vested service-based stock options

granted to consultants of approximately $ 108,000 , which will be recognized over a weighted-average period of 1.2 years.

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, 2025 and 2024 consisted

of awards with 5 -year and 10 -year terms that vest over 3 to 36 months.

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

31, 2025 and 2024:

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

6 unchanged sentences

Expected dividend yield

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

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.

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,

2025 and 2024 were options to purchase 13,197,377 , shares and 12,158,062 shares, respectively, and warrants to purchase 300,000 shares

and 300,000 shares, respectively.

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 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.

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, research and development expense accruals, the allowance for expected credit losses, 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

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 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

4 unchanged sentences

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.

treasury bills and Bitcoin Assets.

Where applicable, management

reviews our accounts receivable and other receivables for potential expected credit losses and maintains an allowance for estimated uncollectible

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

of Recently Issued Pronouncements

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.

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

disclosures (Note 8).

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

The amendments in this update should be applied prospectively, with an option to apply them retrospectively, and are effective

for fiscal years beginning after December 15, 2024 for public entities.

We are currently evaluating the impact of this guidance on our

consolidated financial statements and related disclosures.

March 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40):

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 are currently evaluating the impact of this guidance

on our consolidated financial statements and related disclosures.

ACCRUED EXPENSES

Accrued liabilities consist of

the following as of:

liabilities consist of the following as of (in thousands):

SCHEDULE OF ACCRUED EXPENSES

4 unchanged sentences

SHAREHOLDERS’ EQUITY

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 year ended October 31, 2025, we had two stock option plans:

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

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:

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, 2025 and 2024, stock options to purchase 235,685 and 173,031 shares of common stock, respectively, were exercised

in aggregate.

Of those exercised options, during the years ended October 31, 2025 and 2024, 685 and 173,031 , respectively, were exercised

on a cash basis, with aggregate proceeds of approximately $ 2,000 and $ 456,000 , respectively.

During the year ended October 31, 2025,

stock options to purchase 235,000 shares of common stock, of which 191,755 shares were withheld, were exercised on a cashless basis.

The withheld shares covered the aggregate exercise price of the options, as well as approximately $ 107,000 in applicable taxes resulting

from the exercise.

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

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.

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, 2025 is as follows:

OF OPTION ACTIVITY

Weighted Average

Exercise Price

3 unchanged sentences

Options outstanding and exercisable at October 31, 2025

The following table summarizes

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

OF OUTSTANDING AND EXERCISABLE

following table summarizes information about stock options outstanding under the 2010 Share Plan as of October 31, 2025:

SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE

Range of Exercise Prices

Outstanding and

Weighted Average

Contractual Life

Exercise Price

$ 2.27 - $ 3.46

$ 4.85 - $ 5.30

$ 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:

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, 2025, the 2018 Share Plan had 721,642 shares available for future grants.

Information regarding

the 2018 Share Plan for the two years ended October 31, 2025 is as follows:

OF OPTION ACTIVITY

8 unchanged sentences

Options exercisable at October 31, 2025

The following table summarizes

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

OF OUTSTANDING AND EXERCISABLE

following table summarizes information about stock options outstanding under the 2018 Share Plan as of October 31, 2025:

SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE

Options Outstanding

6 unchanged sentences

$ 2.37 - $ 3.87

$ 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:

Stock Purchase Plan

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 27, 2018.

During the years ended October 31, 2025 and 2024, employees purchased 3,036 and 3,986 shares,

respectively, with aggregate proceeds of approximately $ 7,000 and $ 10,000 , respectively.

Stock Purchase Warrants

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 .

regarding the Company’s warrants for the two years ended October 31, 2025 is as follows:

OF WARRANTS ACTIVITY

Weighted Average

Exercise Price

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

Warrants outstanding and exercisable at October 31, 2025 and 2024

following table summarizes information about the Company’s outstanding and exercisable warrants as of October 31 , 2025:

OF WARRANTS OUTSTANDING AND EXERCISABLE

Exercise Price

3 unchanged sentences

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 $ 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):

the year ended October 31, 2025, we did not issue any stock awards.

During the year ended October 31, 2024, we issued 89,336

shares of common stock to consultants providing investor relations services and recorded expense of approximately $ 237,000 .

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

was recorded as a prepaid expense which was expensed during the year ended October 31, 2025.

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 11, 2024.

The treasury shares were accounted for under the cost method and were recorded as a reduction

in shareholders’ equity in the consolidated balance sheet.

In March 2025, the Company cancelled the treasury shares resulting in

a reduction in shares outstanding and paid-in capital.

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 years.

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 $ 63,000 and $ 61,000 for

the years ended October 31, 2025 and 2024, respectively.

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

The remaining

47 -month lease term as of October 31, 2025 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 are present.

of October 31, 2025, the annual minimum lease payments of our operating lease liability were as follows (in thousands):

SCHEDULE OF MINIMUM LEASE PAYMENTS

8 unchanged sentences

COMMITMENTS AND CONTINGENCIES

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:

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, 2025, our commitments under certain technology license agreements related to our therapeutic and vaccine development programs

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

& Development Agreements

have entered into certain research and development agreements with various 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, 2025, 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

$ 1.8 million and such payments may be made over up to a 4 four-year period.

tax provision (benefit) consists of the following (in thousands):

OF INCOME TAX PROVISION (BENEFIT)

Year Ended October 31,

( 2,284,000 )

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:

tax effects of temporary differences that give rise to significant portions of the deferred tax asset, net, at October 31, 2025 and 2024,

are as follows (in thousands):

OF DEFERRED TAX ASSETS AND LIABILITIES

3 unchanged sentences

valuation allowance

( 37,753,000 )

( 34,502,000 )

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 October 31, 2025, we had Federal tax net operating loss and tax credit carryforwards of approximately $ 106,253,000 and $ 2,413,000 ,

respectively.

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

to 80% 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, 2025, management has not determined

the extent of any such limitations, if any.

had California tax net operating loss carryforwards of approximately $ 68,597,000 as of October 31, 2025, available within statutory limits

( expiring at various dates between 2026 and 2045 ), 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 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) (in thousands):

OF RECONCILIATION OF INCOME TAXES

9 unchanged sentences

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.

the two fiscal years ended October 31, 2025, we incurred no Federal and no State income taxes.

We have no unrecognized tax benefits as

of October 31, 2025 and 2024 and we account for interest and penalties related to income tax matters, if any, in general and administrative

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

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

Year Ended October 31,

In November 2023, the FASB issued Accounting Standard Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment

Disclosures, which was intended to improve reportable segment disclosures by public companies.

The update amended and significantly expanded

what is required to be disclosed under FASB Accounting Standard Codification Topic 280 by requiring companies to disclose segment expense

information based on what the chief operating decision maker deems to be material and introduces a disclosure principle based on the significant

segment expense categories regularly provided to the CODM and included in the reported measure or measures of segment profit or loss.

manage our operations in three reportable segments:

(i) Cancer Vaccines, (ii) CAR-T Therapies, and (iii) Other.

The Cancer Vaccines segment

consists of the development of vaccines to treat and prevent breast cancer and ovarian cancer, as well as additional cancer vaccines

to address many intractable cancers, including high-incidence malignancies in lung, colon, and prostate.

The CAR-T Therapies segment

consists of the development of an ovarian cancer immunotherapy using a novel type of CAR-T, known as chimeric endocrine receptor-T cell

The Other segment consists of our legacy operations, including limited patent licensing activities of our various patent

Company’s chief operating decision-maker (“CODM”) is our Chief Executive Officer.

The CODM reviews our operating results

and operating plans and makes resource allocation decisions on a Company-wide, as well as reportable segment, basis.

The CODM uses segment

information to evaluate cash flow, identify risks and opportunities, allocate resources, and set strategic priorities.

As stock-based

compensation expense does not impact cash, segment operating expenses excluding non-cash stock-based compensation is the measurement

the CODM uses in managing the enterprise.

Segment operating expenses excluding non-cash stock-based compensation is a non-GAAP measure.

following represents selected financial information for our segments for the years ended October 31, 2025 and 2024, and as of October

31, 2025 and 2024 (in thousands):

SCHEDULE OF SEGMENT INFORMATION

For the Years Ended October 31,

Cancer Vaccines

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:

CAR-T Therapies

Cancer Vaccines

CAR-T Therapeutics

costs and expenses excluding non-cash share based compensation

CAR-T Therapies

Research & development expenses

General & administrative expenses

Total operating expenses

Loss from operations

Interest income

Total operating expenses

Less non-cash stock-based compensation

Operating expenses excluding non-cash stock-based

compensation (a non-GAAP measure)

Total assets:

1 unchanged sentence

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