Item 1. Business
Item
1. Business
Overview
Anixa
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”). 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.
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 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
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 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.
Certainty,
in collaboration with the H. Lee Moffitt Cancer Center and Research Institute, Inc. (“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. 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.
While
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.
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. 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.
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 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. This protein
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.
2
In
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 patient cohort in the study, Cohort Ia, consisted of 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 patient cohort in the trial, Cohort Ib, 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 patient cohort in the trial, Cohort Ic, 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.
On
December 11, 2025, we presented the final data from the Phase 1 clinical trial of our investigational breast cancer vaccine 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 MTD,
with adverse events primarily injection-site irritation and iv) preliminary 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. Consenting participants will be followed for five years after completing the study. Combination of
Keytruda and the vaccine also generated antigen-specific T cell responses and showed no major additional side effect. The data from the
Phase 1 trial will inform planned Phase 2 study design, including a potential Phase 2 combination study with Keytruda in the neoadjuvant
setting among newly diagnosed breast cancer patients.
The
Phase 1 study evaluated safety and monitored immune response to an investigational vaccine targeting α-lactalbumin. The trial enrolled
35 participants across three cohorts: Cohort Ia (n=26), women who completed standard-of-care treatment, including surgery, for early-stage
TNBC within three years and were tumor-free but at elevated risk of recurrence; Cohort Ib (n=4), cancer-free women with BRCA1, BRCA2,
or PALB2 mutations who elected preventive mastectomy and were vaccinated prior to surgery; and Cohort Ic (n=5), women with TNBC receiving
pembrolizumab (Keytruda) in the adjuvant (post-surgery) setting, with evaluation of safety of combination administration and immune responses.
In Cohort Ia, at the MTD, the vaccine was reported as safe, with no flu-like symptoms (fever and myalgias), no abnormal clinical laboratory
tests, and no other observed adverse side effects in this cohort; the primary notable adverse event was injection-site irritation. Participants
demonstrated α-lactalbumin-specific T cell responses, including production of interferon gamma and interleukin-17. In Cohort Ib,
safety and tolerability were similar to Cohort Ia. Immunohistochemistry analyses of resected breast tissue are ongoing and will be presented
in a future scientific presentation. In Cohort Ic, a key objective was to assess whether administration of the investigational vaccine
in combination with pembrolizumab could create intolerable side effects. No major adverse side effects were reported; as in other cohorts,
the primary adverse event was injection-site irritation. Two participants in Cohort Ic experienced Grade 3 adverse events consisting
of greater irritation at an injection site.
We
hold an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by Cleveland Clinic relating
to certain ovarian cancer vaccine technology. The license agreement requires us to make certain cash payments to Cleveland Clinic upon
achievement of specific development milestones. This technology pertains to, among other things, the use of vaccines for the treatment
or prevention of ovarian cancers which express the anti-Mullerian hormone receptor 2 protein containing an extracellular domain (“AMHR2-ED”).
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.
In
May 2021, Cleveland Clinic was granted acceptance for our ovarian cancer vaccine technology into the NCI’s PREVENT program. The
NCI is a part of the National Institutes of Health (“NIH”). The PREVENT program is a peer-reviewed agent development program
designed to support pre-clinical development of innovative interventions and biomarkers for cancer prevention and interception towards
clinical trials. The scientific and financial resources of the PREVENT program are being used for our ovarian cancer vaccine technology
to perform virtually all pre-clinical research and development, manufacturing and 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.
3
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 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
near term. We hope to achieve a profitable outcome by eventually licensing our technologies to large pharmaceutical companies that have
the resources and infrastructure in place to manufacture, market and sell our technologies as therapeutics or vaccines. The eventual
licensing of any of our technologies may take several years, if it is to occur at all, and may depend on positive results from human
clinical trials.
CAR-T
therapeutics
Certainty
was formed to develop immuno-therapy drugs against cancer, and in November 2017, we entered into a license with Wistar whereby we obtained
rights to certain intellectual property surrounding Wistar’s chimeric endocrine receptor targeted therapy technology.
CAR-T
therapeutics have demonstrated positive results in B cell cancers, but very little progress has been made on solid tumors. Our CAR-T
technology, lira-cel, is initially focused on ovarian cancer and is based on engineering killer T cells with the Follicle Stimulating
Hormone (“FSH”) to target cells that express the FSH-Receptor. Data on this technology, including the animal studies showing
efficacy, was published in January 2017 in the journal, Clinical Cancer Research. The FSH-Receptor has been shown to be a very exclusive
protein found on a large percentage of ovarian cancer cells, but not on a significant number of non-ovarian healthy tissues in adult
females.
Studies
have shown that the FSH-Receptor is also expressed in endothelial cells of the vasculature of neoplasias. We anticipate performing further
studies to evaluate the ability of lira-cel to disrupt the vasculature of other cancers, after we have analyzed data from clinical trials
of this technology against ovarian cancer.
We
have been working with researchers at Moffitt to develop lira-cel. Moffitt is one of the top cancer centers in the country with pre-clinical
and clinical expertise with CAR-T technology. Moffitt has conducted many of the highest profile CAR-T trials in the world.
In
August 2022, Moffitt began treating patients in a Phase 1 clinical trial of lira-cel. While the results to date have been positive, there
are many uncertainties in drug development, and most drugs fail to reach commercialization. In the future, we hope to achieve a profitable
outcome by eventually licensing lira-cel to a large pharmaceutical company that has the resources and infrastructure in place to manufacture,
market and sell lira-cel as a cancer treatment.
The
Market
We
believe that lira-cel may be used as an effective treatment against multiple solid tumor types, however, we have initially focused on
ovarian cancer. According to American Cancer Society statistics, in the U.S., ovarian cancer accounts for just 2% of all female cancer
cases, but over 4% of cancer deaths in women due to the disease’s low survival rate. It has been estimated that in 2025, approximately
21,000 new cases of ovarian cancer would be diagnosed in the U.S. and approximately 13,000 women would die from this disease. Despite
continuous advances made in the field of cancer research every year, there remains a significant unmet medical need, as the overall five-year
relative survival rate for ovarian cancer patients is 51%, but ranges from 43% among Black women to 61% among Asian American/Pacific
Islander women, and ranges from 92% to 31% based on whether it is first diagnosed at a local stage or a distant stage, respectively.
4
Cancer
vaccines
We
licensed certain technology from Cleveland Clinic to develop vaccines for the treatment or prevention of TNBC and other breast cancers
which express the α-lactalbumin protein. This protein is only expressed during lactation in healthy women, but may also be expressed
in individuals with certain breast cancers, most notably TNBC, the most lethal form of breast cancer. Further, we have licensed certain
technology from Cleveland Clinic to develop vaccines for the treatment or prevention of ovarian cancers which express AMHR2-ED. This
protein regulates growth and development of egg-containing follicles in the ovary and its expression naturally and markedly declines
after menopause. However, AMHR2-ED is expressed at high levels in the ovaries of postmenopausal women with ovarian cancer. In addition,
we have 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.
Typically,
vaccines harness the immune system to protect people from infectious diseases. Broad-based vaccination programs have essentially eliminated
some of the most deadly and debilitating diseases in history, small pox and polio among them. However, there has been little success
developing a preventative (prophylactic) vaccine against cancer.
Vaccines
work by exposing a benign form of a disease agent to an individual’s immune system. The immune system identifies the agent and
learns to attack and destroy it, retaining a memory of the agent so the immune system knows to react quickly if an individual is exposed
to the disease agent months or years later.
Most
vaccines attack pathogens, such as viruses and bacteria. The immune system is better able to assail these agents because they come from
outside the body. Cancer, however, is caused by aberrant cells that arise out of our resident cells, which can make it difficult for
our immune system to find the diseased cells, especially as advancing age weakens our immune system. Once these aberrant cells gain critical
mass, they become cancer.
Despite
the lack of success with cancer vaccines, recently gained knowledge about the human immune system has led to the development, approval
and commercialization of revolutionary immuno-therapy drugs. These drugs do not attack cancer directly, but rather modulate the immune
system in ways that enable it to destroy or dramatically impair cancer cells.
The
breast cancer vaccine technology licensed from Cleveland Clinic has identified a protein, alpha-lactalbumin, that is present in healthy
breast tissue only when a woman is lactating and disappears when she stops nursing her child. Alpha-lactalbumin is never present on any
other cell in the body. However, it does show up in many types of breast cancer, including TNBC, an aggressive and deadly form of the
disease. By developing a vaccine that targets alpha-lactalbumin, we feel the immune system can destroy these breast cancer cells as they
arise and ultimately prevent breast tumors from forming.
Cleveland
Clinic researchers have demonstrated in animal studies that vaccination against alpha-lactalbumin completely prevented breast cancer
in mice that were specifically bred to develop breast cancer. Data on this technology, including the animal studies showing efficacy,
was published in July 2016 in the journal, Nature Medicine.
The
ovarian cancer vaccine technology licensed from Cleveland Clinic has identified the AMHR2-ED protein, the expression of which is involved
in egg production in the ovaries and is no longer expressed after menopause. AMHR2-ED is not meaningfully present on any other cell in
the body. However, it does appear in many cases of epithelial ovarian cancers, the most common type of ovarian cancer. By developing
a vaccine that targets AMHR2-ED, we feel the immune system can destroy these ovarian cancer cells as they arise and ultimately prevent
tumors from forming. Data on this technology, including animal studies showing efficacy, was published in November 2017 in the journal,
Cancer Prevention Research.
In
December 2025, the final data from the recently completed Phase 1 clinical trial of our breast cancer vaccine was presented at the San
Antonio Breast Cancer Symposium. While the reported results have been positive, there are many uncertainties in drug development, and
most drugs fail to reach commercialization. In addition, we and our partners at Cleveland Clinic continue working with the NCI who are
or will be performing pre-clinical research and development, manufacturing and IND-enabling studies to advance our ovarian cancer vaccine
technology toward human clinical testing. Further, the vaccine discovery program focused on discovering vaccine targets for lung, colon
and prostate cancer is in its early stages, and there can be no assurance that appropriate vaccine targets may be identified or developed.
5
The
Breast Cancer Market
According
to American Cancer Society statistics, in the U.S., breast cancer accounts for over 30% of all female cancer cases, and nearly 15% of
cancer deaths in women. It has been estimated that in 2025, approximately 317,000 new cases of breast cancer would be diagnosed in the
U.S. and approximately 42,000 women would die from this disease. Despite continuous advances made in the field of cancer research every
year, invasive female breast cancer incidence rates have been increasing by 1% per year since the mid-2000s.
The
market for prophylactic cancer vaccines is sizable—bigger in fact than the market for any type of cancer therapeutic. Cancer therapies
are only administered after a patient has been diagnosed, while a prophylactic vaccine may be administered to all people who have a possibility
of developing the disease.
While
in the U.S., approximately 317,000 women were estimated to be diagnosed with breast cancer in 2025, there are approximately 84 million
women age 40 and over—the time in life when women face an increased risk of developing breast cancer. Worldwide, the number is
dramatically larger.
The
Ovarian Cancer Market
According
to American Cancer Society statistics, in the U.S., ovarian cancer accounts for just 2% of all female cancer cases, but over 4% of cancer
deaths in women due to the disease’s low survival rate. It has been estimated that in 2025, approximately 21,000 new cases of ovarian
cancer would be diagnosed in the U.S. and approximately 13,000 women would die from this disease. Despite continuous advances made in
the field of cancer research every year, there remains a significant unmet medical need, as the overall five-year relative survival rate
for ovarian cancer patients is 51%, but ranges from 43% among Black women to 61% among Asian American/Pacific Islander women, and ranges
from 92% to 31% based on whether it is first diagnosed at a local stage or a distant stage, respectively.
The
market for prophylactic cancer vaccines is sizable—bigger in fact than the market for any type of cancer therapeutic. While in
the U.S., approximately 21,000 women were estimated to be diagnosed with ovarian cancer in 2024, there are approximately 42 million women
age 60 and over—the time in life when women face an increased risk of developing ovarian cancer. Worldwide, the number is dramatically
larger.
The
Lung Cancer Market
According
to American Cancer Society statistics, lung cancer accounts for 11% of all cancer cases, and 20% of cancer deaths. It is the third most
common form of cancer, after breast and prostate cancers, but it accounts for more deaths than any other form of cancer. It has been
estimated that in 2025, approximately 227,000 new cases of lung cancer would be diagnosed in the U.S. and approximately 125,000 people
would die from this disease. Despite declining incidence and mortality rates, largely due to reductions in smoking, the 5-year relative
survival rate for lung cancer is only 27%.
The
Colon Cancer Market
According
to American Cancer Society statistics, colon cancer, including rectal cancer, accounts for 8% of all cancer cases, and 9% of cancer deaths.
It is the fourth most common form of cancer, after breast, prostate and lung cancers, but it is second only to lung cancer in terms of
deaths. It has been estimated that in 2025, approximately 154,000 new cases of colon cancer would be diagnosed in the U.S. and approximately
53,000 people would die from this disease. While incidence rates have been declining, primarily due to improved screening, these reduced
incidence rates have been confined to individuals 65 and older. Incidence rates have been increasing in individuals younger than 50,
and have been stable for those between 50 and 64. Similar trends have been seen in mortality rates.
6
The
Prostate Cancer Market
According
to American Cancer Society statistics, prostate cancer accounts for nearly 30% of all male cancer cases, and 11% of cancer deaths in
men. It has been estimated that in 2025, approximately 314,000 new cases of prostate cancer would be diagnosed in the U.S. and approximately
36,000 men would die from this disease. While overall incidence rates have been increasing by 3% per year over the last 10 years, mortality
rates are relatively unchanged. The 5-year relative survival rate is nearly 100% for men diagnosed with localized- or regional-stage
prostate cancer, but drops to 37% for those diagnosed with distant-stage disease.
Competition
The
biopharmaceutical industry is characterized by intense and dynamic competition to develop new technologies and proprietary therapies.
Any product candidates that we successfully develop and commercialize will have to compete with existing therapies and new therapies
that may become available in the future. While we believe that our proprietary FSH-Receptor targeted immuno-therapy platform for treating
solid tumors, our proprietary cancer vaccine technologies and our scientific expertise in the field of cell therapy provide us with competitive
advantages, we face potential competition from various sources, including larger and better-funded pharmaceutical and biotechnology companies,
as well as from academic institutions, governmental agencies and public and private research institutions.
Many
of our competitors, either alone or with their strategic partners, have substantially greater financial, technical and human resources
than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory
approvals of therapies and vaccines and commercializing those therapies and vaccines. Accordingly, our competitors may be more successful
than us in obtaining approval for therapies and vaccines and achieving widespread market acceptance. Our competitors’ therapies
and vaccines may be more effective, or more effectively marketed and sold, than any therapy or vaccine we may commercialize and may render
our therapies and vaccines obsolete or non-competitive before we can recover the expenses of developing and commercializing any of our
therapies and vaccines.
Mergers
and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller
number of our competitors. These competitors also compete with us in recruiting and retaining qualified scientific and management personnel
and establishing clinical study sites and subject registration for clinical studies, as well as in acquiring technologies complementary
to, or necessary for, our programs. Smaller or early-stage companies may also prove to be significant competitors, particularly through
collaborative arrangements with large and established companies.
We
anticipate that we will face intense and increasing competition as new drugs and vaccines enter the market and advanced technologies
become available. We expect any therapies and vaccines that we develop and commercialize to compete on the basis of, among other things,
efficacy, safety, convenience of administration and delivery, price and the availability of reimbursement from government and other third-party
payers.
Our
commercial opportunities could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective,
have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop. Our competitors
also may obtain FDA or other regulatory approvals for their products more rapidly than we may obtain approvals for ours, which could
result in our competitors establishing a strong market position before we are able to enter the market.
Employees
As
of October 31, 2025, we had four full-time employees working for our Company and subsidiaries. In addition, we work with research teams
at Moffitt and Cleveland Clinic, as well as their and our subcontractors, to develop each of our projects.
Summary
Risk Factors
The
risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only
risks we face. You should carefully consider these risk factors, together with the risk factors set forth in Item 1A. of this Report
and the other reports and documents filed by us with the SEC.
7
Risks
Relating to Our Financial Condition and Operations
●
We have a history of losses
and may incur additional losses in the future.
●
We will need additional
funding in the future which may not be available on acceptable terms, or at all, and, if available, may result in dilution to our
stockholders.
●
We may have difficulty
in raising capital and may consume resources faster than expected.
Risks
Related to our Research & Development, Clinical and Commercialization Activities
●
Our therapeutic and vaccine
programs are pre-revenue, and subject to the risks of an early-stage biotechnology company.
●
Our current business model
relies on strategic collaborations with commercial partners to provide the resources and infrastructure to manufacture and ultimately
market and/or sell our technologies. We may have difficulty in timing the establishment of these partnerships to achieve the greatest
economic benefit for the Company, or in establishing these partnerships at all.
●
If product liability lawsuits
are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates.
●
We have never generated
any revenue from biotechnology and pharmaceutical product sales and our biotechnology and pharmaceutical products may never be profitable.
●
The therapeutics and vaccines
that we are developing are novel and present significant challenges to successfully reaching market.
●
While pre-clinical testing
and the limited human clinical testing of our product candidates has been positive, we may experience unfavorable results once we
collect statistically significant data from human clinical trials.
●
We are dependent on third
parties to conduct our pre-clinical and clinical trials.
●
If we encounter difficulties
enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.
●
We face significant competition
from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively.
Risks
Related to our Intellectual Property
●
We rely on licenses from
Wistar for our CAR-T technology and Cleveland Clinic for our breast and ovarian cancer vaccine technologies, and if we lose any of
these licenses it may remove or limit our ability to develop and commercialize products and technology covered by these license agreements
and we may be subjected to future litigation.
Risks
Related to our Common Stock
●
The issuance or sale of
shares in the future, including in connection with our current at-the-market offering program, to raise money or for strategic purposes
could reduce the market price of our common stock.
●
We have issued a significant
number of securities pursuant to our incentive plans and may continue to do so in the future. The vesting and, if applicable, exercise
of these securities and the sale of the shares of common stock issuable thereunder may dilute stockholders’ percentage ownership
interest and may also result in downward pressure on the price of our common stock.
Other
We
were incorporated on November 5, 1982 under the laws of the State of Delaware. Our principal executive offices are located at 3150 Almaden
Expressway, San Jose, California 95118, our telephone number is (408) 708-9808 and our Internet website address is www.anixa.com .
We make available free of charge on or through our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, proxy statements on Schedule 14A, and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the
Securities and Exchange Commission (the “SEC”). Alternatively, you may also access our reports at the SEC’s website
at www.sec.gov .
8
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.