What changed in this filing

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Item 1. Financial Statements

2026-03-09 compared with 2025-09-10 · 260 added, 278 removed, 379 unchanged (59% of the section changed)

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thousands, except share and per share data)

and cash equivalents

expenses and other current assets

January 31, 2026

October 31, 2025

Current assets:

lease right-of-use asset

lease liability, current

Cash and cash equivalents

Short-term investments

Prepaid expenses and other current assets

Total current assets

Operating lease right-of-use asset

LIABILITIES AND EQUITY

Current liabilities:

lease liability, non-current

and contingencies (Note 10)

Shareholders’

stock, par value $ 100 per share;

Accounts payable

Accrued expenses

Operating lease liability

Total current liabilities

Operating lease liability, non-current

Total liabilities

Commitments and contingencies (Note 10)

Shareholders’ equity:

Preferred stock, par value $ 100 per share;

19,860 shares authorized;

no shares issued or outstanding

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

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

140 shares authorized;

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Preferred stock, value

stock, par value $ .01 per share;

Common stock, par value $ .01 per share;

100,000,000 shares authorized;

32,822,109 and 32,196,862 shares issued and outstanding as of July

31, 2025 and October 31, 2024, respectively

paid-in capital

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

shareholders’ equity

Noncontrolling

interest (Note 2)

liabilities and equity

33,463,440 and 33,013,829 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively

Additional paid-in capital

Accumulated deficit

Total shareholders’ equity

Noncontrolling interest (Note 2)

Total liabilities and equity

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

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thousands, except per share data)

the three months ended

the nine months ended

and development expenses (including non-cash stock-based compensation expenses of $ 358 , $ 462 , $ 1,172 and $ 1,471 , respectively)

and administrative expenses (including non-cash stock-based compensation expenses of $ 497 , $ 717 , $ 1,727 and $ 2,228 , respectively)

operating expenses

from operations

For the Three Months Ended

Operating costs and expenses:

Research and development expenses (including non-cash stock-based compensation expenses of $ 338 and $ 397 , respectively)

General and administrative expenses (including non-cash stock-based compensation expenses of $ 458 and $ 658 , respectively)

Total operating costs and expenses

Loss from operations

Interest income

Net loss attributable to noncontrolling interest

loss attributable to common shareholders

loss per common share attributable to common shareholders:

average common shares outstanding:

Net loss attributable to common shareholders

Net loss per common share attributable to common shareholders:

Basic and diluted

Weighted average common shares outstanding:

Basic and diluted

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

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thousands, except share data)

THE THREE MONTHS ENDED JULY 31, 2025 (UNAUDITED )

THE THREE MONTHS ENDED JANUARY 31, 2026 (UNAUDITED )

Shareholders’

April 30, 2025

Balance, October 31, 2025

$ ( 251,677 ) -

option compensation to employees and directors

options issued to consultants

Stock option compensation to employees and directors

Stock options issued to consultants

Common stock issued in an at-the-market offering, net of offering expenses of $ 81

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

Common stock issued upon exercise of stock options

Expenses related to an at-the-market offering

stock issued in an at-the-market offering, net of offering expenses of $ 73

stock issued upon exercise of stock options

stock issued to consultants

stock issued to consultants , shares

stock issued pursuant to an employee stock purchase plan

stock issued pursuant to an employee stock purchase plan , shares

Cancelation of treasury

shares , shares

July 31, 2025

Balance, January 31, 2026

$ ( 254,242 ) -

THE THREE MONTHS ENDED JULY 31, 2024 (UNAUDITED )

Shareholders’

April 30, 2024

THE THREE MONTHS ENDED JANUARY 31, 2025 (UNAUDITED )

Shareholders’ Equity

controlling Interest

Shareholders’ Equity

controlling Interest

Balance, October 31, 2024

$ ( 240,750 )

option compensation to employees and directors

options issued to consultants

Stock option compensation to employees and directors

Stock options issued to consultants

Expenses related to an at-the-market offering

stock issued upon exercise of stock options

stock issued to consultants

July 31, 2024

$ ( 237,867 )

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

BIOSCIENCES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

thousands, except share data)

THE NINE MONTHS ENDED JULY 31, 2025 (UNAUDITED)

Shareholders’

October 31, 2024

$ ( 240,750 )

option compensation to employees and directors

options issued to consultants

stock issued in an at-the-market offering, net of offering expenses of $ 123

stock issued upon exercise of stock options

stock issued pursuant to an employee stock purchase plan

Cancelation of treasury

July 31, 2025

$ ( 248,982 )

THE NINE MONTHS ENDED JULY 31, 2024 (UNAUDITED)

Shareholders’

October 31, 2023

$ ( 228,196 )

option compensation to employees and directors

options issued to consultants

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

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

stock issued upon exercise of stock options

stock issued to consultants

stock issued pursuant to an employee stock purchase plan

July 31, 2024

$ ( 237,867 )

Balance, January 31, 2025

$ ( 243,934 )

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

the nine months ended

the three months ended

flows from operating activities:

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options issued to consultants

stock issued to consultants

of operating lease right-of-use asset

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flows from financing activities:

from sale of common stock in an at-the-market offering, net of offering expenses of $ 123 and $ 139 , respectively

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

proceeds (expenses) from an at-the-market offering

from exercise of stock options

cash provided by financing activities

increase in cash and cash equivalents

cash provided by (used in) financing activities

increase (decrease) in cash and cash equivalents

and cash equivalents at beginning of period

and cash equivalents at end of period

disclosure of non-cash investing activity:

lease right-of-use asset from lease extension

disclosure of non-cash financing activity:

lease liability from lease extension

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

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AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

BUSINESS AND FUNDING

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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 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.

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, 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 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.

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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

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 July 31, 2025.

Due to such Company funding, Wistar’s equity stake in Certainty was 4.0 % as of January 31, 2026.

in collaboration with the H.

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(“Moffitt”), has begun human clinical

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

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

After receiving authorization

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in the first dose cohort.

Consistent with the lower dose cohorts, the treatment appears to have been well-tolerated by the patients.

From June 2025 through September 10, 2025, we treated three 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.

While many patients have survived beyond expectations, one is still

alive two years past initial treatment and another survived over one year past treatment.

In the case of the patient that is 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 appears to have been well-tolerated by the patient.

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

Subsequently, we

have treated 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 these cohorts were expected to be sub-therapeutic, multiple patients have exhibited anecdotal signs of efficacy, including

possible signs of T cell infiltration, tumor necrosis and encouraging survival observations.

Through the date of this Report, thirteen

patients have been treated, and seven have lived significantly beyond their expected median survival of approximately three to four months,

based on disease stage and prior therapy history.

One patient survived 28 months following treatment, three patients have survived greater

than one year following treatment (17, 16 and 15 months, respectively) and three patients have survived 11, 9 and 8 months, respectively.

The three patients that have reached 16, 15 and 9 months remain alive, and two additional patient who were treated more recently, are

also currently alive.

While the study is designed to primarily demonstrate safety, we believe this pattern of extended survival represents

encouraging, albeit anecdotal, evidence of clinical activity in a patient population with limited therapeutic options.

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

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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 TNBC.

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

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

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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 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

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

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.

We have completed enrollment and treatment in the trial, and have completed all patient follow up visits.

We anticipate

reporting final Phase 1 data at the San Antonio Breast Cancer Symposium in December 2025.

The Phase 1 findings to date 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 final Phase 1 data release, FDA consultations, protocol development,

manufacturing and clinical site selection.

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

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the settlement of litigation.

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

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

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 vaccine or therapy programs in the near

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.

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 September 10, 2025, we believe that our existing cash, cash equivalents and short-term investments

on currently available information as of March 9, 2026, we believe that our existing cash, cash equivalents and short-term investments

will be sufficient to fund our activities for at least the next twelve months.

The Company had approximately $ 14,202,000 of cash, cash

equivalents and short-term investments at July 31, 2025 compared to approximately $ 19,924,000 at October 31, 2024 which is a reduction

of approximately $ 3,895,000 for the nine months ended July 31, 2025.

equivalents and short-term investments at January 31, 2026 compared to approximately $ 15,174,000 at October 31, 2025 which is a reduction

of approximately $ 972,000 for the three months ended January 31, 2026.

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

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technologies.

During the nine months ended July 31, 2025, we raised approximately $ 1,924,000 , net of expenses, through an at-the-market

During the three months ended January 31, 2026, we raised approximately $ 1,625,000 , net of expenses, through an at-the-market

equity offering of 429,328 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 July 31, 2025, we may sell approximately $ 95 million of common stock.

available for us to use in the future, as of January 31, 2026, we may sell approximately $ 98 million of common stock.

SIGNIFICANT ACCOUNTING POLICIES

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The condensed consolidated financial statements include all adjustments of

a normal recurring nature which, in the opinion of management, are necessary for a fair statement of our financial position as of July

a normal recurring nature which, in the opinion of management, are necessary for a fair statement of our financial position as of January

31, 2026, and results of operations and cash flows for the interim periods represented.

The results of operations for the three and nine

months ended July 31, 2025 are not necessarily indicative of the results to be expected for the year.

The results of operations for the three months

ended January 31, 2026 are not necessarily indicative of the results to be expected for the year.

Noncontrolling

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The following table sets

forth the changes in noncontrolling interest for the nine months ended July 31, 2025 (in thousands):

forth the changes in noncontrolling interest for the three months ended January 31, 2026 (in thousands):

SCHEDULE OF CHANGES IN NONCONTROLLING INTEREST

October 31, 2024

loss attributable to noncontrolling interest

July 31, 2025

Balance, October 31, 2025

Net loss attributable to noncontrolling interest

Balance, January 31, 2026

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

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STOCK-BASED COMPENSATION

Company maintains stock equity incentive plans under which the Company may grant incentive stock options, non-qualified stock options,

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

Company maintains equity incentive plans under which the Company 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

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We recorded stock-based compensation expense related to service-based

stock options granted to employees and directors of approximately $ 829,000 and $ 1,094,000 during the three months ended July 31, 2025

and 2024, respectively, and approximately $ 2,822,000 and $ 3,440,000 during the nine months ended July 31, 2025 and 2024, respectively.

stock options granted to employees and directors of approximately $ 768,000 and $ 1,031,000 during the three months ended January 31, 2026

compensation cost for service-based stock options granted to consultants is measured at the grant date, based on the fair value of the

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We recorded stock-based consulting expense related to stock options granted

to consultants of approximately $ 26,000 and $ 23,000 during the three months ended July 31, 2025 and 2024, respectively, and approximately

$ 77,000 , and $ 101,000 , during the nine months ended July 31, 2025 and 2024, respectively.

to consultants of approximately $ 28,000 and $ 24,000 during the three months ended January 31, 2026 and 2025, respectively.

Option Activity

the three months ended July 31, 2025 and 2024, we granted options to purchase 75,000 shares and 0 shares of common stock, respectively,

and during the nine months ended July 31, 2025 and 2024, we granted options to purchase 1,430,000 shares and 1,350,000 shares of common

stock, respectively, to employees and consultants, with exercise prices ranging from $ 2.37 to $ 3.07 per share, pursuant to the Anixa

Biosciences, Inc.

the three months ended January 31, 2026 and 2025, we granted options to purchase 720,000 shares and 1,355,000 shares of common stock,

respectively, to employees and consultants, with exercise prices ranging from $ 3.18 to $ 3.24 per share, pursuant to the Anixa Biosciences,

2018 Share Incentive Plan (the “2018 Share Plan”).

the three and nine months ended July 31, 2025, stock options to purchase 685 shares of common stock were exercised on a cash basis, with

aggregate proceeds of approximately $ 2,000 .

During the three and nine months ended July 31, 2025, stock options to purchase 35,000 shares

of common stock, of which 21,642 shares of common stock were withheld, were exercised on a cashless basis.

During the three months ended

July 31, 2024, stock options to purchase 80,000 shares of common stock were exercised on a cash basis, with aggregate proceeds of approximately

During the nine months ended July 31, 2024, stock options to purchase 123,999 shares of common stock were exercised on a cash

basis, with aggregate proceeds of approximately $ 318,000 .

the three and nine months ended July 31, 2025, we had two stock option plans:

During the three months ended January 31, 2026, stock options to

purchase 20,283 shares of common stock were exercised on a cash basis, with aggregate proceeds of approximately $ 60,000 .

During the three

months ended January 31, 2025, no stock options were exercised.

the three months ended January 31, 2026, we had two stock option plans:

the Anixa Biosciences, Inc.

2010 Share Incentive Plan (the “2010

“2010 Share Plan”) and the 2018 Share Plan, which were adopted by our Board of Directors on July 14, 2010 and January 25,

2018, respectively.

Share Plan”) and the 2018 Share Plan, which were adopted by our Board of Directors on July 14, 2010 and January 25, 2018, respectively.

The 2018 Share Plan was approved by our shareholders on March 29, 2018.

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respect to the ability to grant future awards on July 14, 2020.

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

31, 2025 is as follows:

Information regarding the 2010 Share Plan for the three months ended

January 31, 2026 is as follows:

SCHEDULE OF OPTION ACTIVITY

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(in thousands)

outstanding at October 31, 2024

Forfeited/expired

outstanding and exercisable at July 31, 2025

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

Options outstanding at October 31, 2025

Options outstanding and exercisable at January 31, 2026

following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of January 31, 2026:

SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE

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Outstanding and

Weighted Average

Contractual Life

Exercise Price

0.67 - $ 0.96

2.27 - $ 3.46

4.85 - $ 5.30

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.

As of July 31, 2025, the 2018 Share Plan had 656,642 shares

available for future grants.

Information regarding the 2018 Share Plan for the nine months ended July 31, 2025 is as follows:

As of January 31, 2026, the 2018 Share Plan had 1,295,000

shares available for future grants.

Information regarding the 2018 Share Plan for the three months ended January 31, 2026 is as follows:

SCHEDULE OF OPTION ACTIVITY

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(in thousands)

outstanding at October 31, 2024

Forfeited/expired

outstanding at July 31, 2025

exercisable at July 31, 2025

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

Options outstanding at October 31, 2025

Options outstanding at January 31, 2026

Options exercisable at January 31, 2026

following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of January 31, 2026:

SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE

Options Outstanding

Options Exercisable

Exercise Prices

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Exercise Price

2.37 - $ 2.98

3.17 - $ 3.87

4.02 - $ 5.30

Stock Purchase Plan

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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 semi-annual 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 nine months ended July 31, 2025 and 2024, employees purchased

1,518 shares and 2,616 shares, respectively, under the ESPP with aggregate proceeds of approximately $ 4,000 and $ 7,000 , respectively

of July 31, 2025, we had warrants outstanding to purchase 300,000 shares of common stock at $ 6.56 per share, issued during fiscal year

2021 and expiring on March 22, 2026 .

regarding the Company’s warrants for the nine months ended July 31, 2025 is as follows:

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 three months ended January 31, 2026 and 2025, no shares were purchased under the

of January 31, 2026, we had warrants outstanding to purchase 300,000 shares of common stock at $ 6.56 per share, issued during fiscal

year 2021 and expiring on March 22, 2026 .

regarding the Company’s warrants for the three months ended January 31, 2026 is as follows:

SCHEDULE OF WARRANTS ACTIVITY

Average Exercise

Price Per Share

outstanding at October 31, 2024

outstanding and exercisable at July 31, 2025

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

Warrants outstanding at October 31, 2025

Warrants outstanding and exercisable at January 31, 2026

following table summarizes information about the Company’s outstanding and exercisable warrants as of January 31, 2026:

SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS

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Outstanding and

Weighted Average

Contractual Life

Exercise Price

the three and nine months ended July 31, 2025, we did not issue any stock awards.

During the three and nine months ended July 31, 2024,

we issued 60,000 shares and 89,336 shares of common stock, respectively, to consultants providing investor relations services, and recorded

expense of approximately $ 62,000 and $ 158,000 , respectively.

the fiscal year ended October 31, 2024, the Company purchased 2,000 shares of its common stock as treasury stock.

The shares were purchased

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, that has subsequently expired.

The treasury shares were accounted for under

the cost method and were recorded as a reduction in shareholders’ equity in the condensed consolidated balance sheet.

2025, the Company cancelled the treasury shares resulting in a reduction in shares outstanding and paid-in capital.

the three months ended January 31, 2026 and 2025, we did not issue any stock awards.

of January 31, 2026, the Company held no shares as treasury stock.

As of January 31, 2025, the Company held 2,000 shares of its common

stock as treasury stock.

These shares were repurchased during the fiscal year ended October 31, 2024, at an average cost of $ 3.17 per

share for a total cost of approximately $ 6,000 , and were subsequently canceled in March 2025.

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

Directors on July 11, 2024.

The stock buyback program expired on its 12-month anniversary.

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

equity in the condensed consolidated balance sheet.

FAIR VALUE MEASUREMENTS

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a market participant would use in pricing the instrument.

following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of July 31, 2025 (in thousands):

following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of January 31, 2026 (in

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

market funds:

exchange traded funds:

Money market funds:

Cash equivalents

Bitcoin exchange traded funds:

Short-term investments

treasury bills:

financial assets

Short-term investments

Total financial assets

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

market funds:

Money market funds:

Cash equivalents

Bitcoin exchange traded funds:

Short-term investments

treasury bills:

financial assets

Short-term investments

Total financial assets

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 condensed 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

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ACCRUED EXPENSES

expenses consist of the following as of:

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

SCHEDULE OF ACCRUED EXPENSES

and related expenses

royalty and contingent legal fees

Payroll and related expenses

Accrued royalty and contingent legal fees

Accrued other

Accrued expenses

NET LOSS PER SHARE OF COMMON STOCK

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

reason, excluded from the calculation of Diluted EPS for the nine months ended July 31, 2025 and 2024, were stock options to purchase

13,462,377 shares and 12,342,094 shares, respectively, and warrants to purchase 300,000 shares and 300,000 shares, respectively.

reason, excluded from the calculation of Diluted EPS for the three months ended January 31, 2026 and 2025, were stock options to purchase

13,897,094 and 13,488,062 shares, respectively, and warrants to purchase 300,000 and 300,000 shares, respectively.

EFFECT OF RECENTLY ADOPTED AND 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.

We are currently evaluating the impact of this guidance on our consolidated financial statements and related

December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740):

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could be subject to limitations under Internal Revenue Code section 382, the effects of which have not been determined by the Company.

We have no unrecognized income tax benefits as of July 31, 2025 and October 31, 2024 and we account for interest and penalties related

We have no unrecognized income tax benefits as of January 31, 2026 and October 31, 2025 and we account for interest and penalties related

to income tax matters, if any, in general and administrative expenses.

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

the three months ended July 31, 2025 and 2024, and approximately $ 47,000 and $ 49,000 , respectively, for the nine months ended July 31,

2025 and 2024.

the three months ended January 31, 2026 and 2025.

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

The remaining

50 -month lease term as of July 31, 2025 for the Company’s lease includes the noncancelable period of the lease and the additional

44 -month lease term as of January 31, 2026 for the Company’s lease includes the noncancelable period of the lease and the additional

two-year option period that the Company is reasonably certain to exercise.

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of impairment are present.

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

of January 31, 2026, the annual minimum future lease payments of our operating lease liability were as follows (in thousands):

SCHEDULE OF MINIMUM LEASE PAYMENTS

Years Ended October 31,

future minimum lease payments, undiscounted

For Years Ended October 31,

2026 (remaining)

Total future minimum lease payments, undiscounted

Imputed interest

value of future minimum lease payments

Balance as of July

lease liability, current

lease liability, non-current

Present value of future minimum lease payments

Balance as of January 31, 2026:

Operating lease liability

Operating lease liability, non-current

COMMITMENTS AND CONTINGENCES

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or financial condition.

of July 31, 2025, our commitments under certain technology license agreements related to our therapeutic and vaccine development programs

of January 31, 2026, our commitments under certain technology license agreements related to our therapeutic and vaccine development programs

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

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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 July 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 three-year

(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 January 31, 2026, 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

$ 1.4 million and such payments may be made over up to a four-year period.

SEGMENT INFORMATION

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

Reportable operating segments are

determined based on the management approach.

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

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

While our results

of operations are primarily reviewed on a consolidated basis, the chief operating decision-maker manages the enterprise in 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 three and nine months ended July 31,

2025 and 2024 and as of July 31, 2025 and October 31, 2024 (in thousands):

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 three months ended January 31, 2026 and 2025, and as of

January 31, 2026 and October 31, 2025 (in thousands):

SCHEDULE OF SEGMENT INFORMATION

the Three Months Ended

the Nine Months Ended

operating costs and expenses

non-cash stock-based compensation

costs and expenses excluding non-cash stock-based compensation

costs and expenses excluding non-cash stock-based compensation:

Operating costs and expenses excluding non-cash stock-based compensation

Cancer Vaccines

CAR-T Therapies

Cancer Vaccines

CAR-T Therapies

For the three months ended January 31,

Cancer Vaccines

CAR-T Therapies

Cancer Vaccines

CAR-T Therapies

Research and development expenses

General and 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)

costs and expenses excluding non-cash stock-based compensation is the measurement the chief operating decision-maker uses in managing

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements