What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-03-09 compared with 2025-09-10 · 59 added, 94 removed, 120 unchanged (56% of the section changed)

17 unchanged sentences

OF OPERATIONS

months ended July 31, 2025 compared with three months ended July 31, 2024

had no revenue during the three-month periods ended July 31, 2025 and 2024.

months ended January 31, 2026 compared with three months ended January 31, 2025

had no revenue during the three-month periods ended January 31, 2026 and 2025.

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

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and Development Expenses

the three months ended July 31, 2025, research and development expenses related to the development of our cancer vaccines and CAR-T therapeutics

consisted of approximately $615,000 and $440,000, respectively.

During the three months ended July 31, 2024 research and development

expenses related to the development of our cancer vaccines and CAR-T therapeutics consisted of approximately $1,259,000 and $666,000,

respectively.

and development expenses decreased by approximately $870,000 to approximately $1,055,000 in the three months ended July 31, 2025, from

approximately $1,925,000 in the three months ended July 31, 2024.

The decrease in research and development expenses was primarily due

to a decrease in outside research and development expenses related to our breast cancer vaccine of approximately $631,000, a decrease in outside research and development expenses related to our ovarian cancer CAR-T therapeutic of approximately

$170,000, a decrease

in employee stock-based compensation expense of approximately $106,000, and a decrease in clinical consulting services of approximately $52,000,

offset by an increase in employee compensation and related costs, other than stock-based compensation expense, of approximately $96,000.

the three months ended January 31, 2026, research and development expenses related to the development of our cancer vaccines and CAR-T

therapeutics consisted of approximately $673,000 and $429,000, respectively.

During the three months ended January 31, 2025 research

and development expenses related to the development of our cancer vaccines and CAR-T therapeutics consisted of approximately $975,000

and $577,000, respectively.

and development expenses decreased by approximately $450,000 to approximately $1,102,000 in the three months ended January 31, 2026,

from approximately $1,552,000 in the three months ended January 31, 2025.

The decrease in research and development expenses was primarily

due to a decrease in research and development expenses related to our breast cancer vaccine program as a result of fluctuations in the

timing of certain materials manufacturing activities of approximately $189,000, a decrease in research and development expenses related

to our CAR-T development program as a result of fluctuations in the timing of clinical trial patient enrollment of approximately $134,000,

a decrease in employee compensation and related costs, other than stock-based compensation expense, of approximately $84,000, and a decrease

in employee stock-based compensation expense of approximately $61,000.

and Administrative Expenses

and administrative expenses decreased by approximately $286,000 to approximately $1,381,000 in the three months ended July 31, 2025,

from approximately $1,667,000 in the three months ended July 31, 2024.

and administrative expenses decreased by approximately $220,000 to approximately $1,614,000 in the three months ended January 31, 2026,

from approximately $1,834,000 in the three months ended January 31, 2025.

The decrease in general and administrative expenses was primarily

due to a decrease in director stock-based compensation of approximately $98,000, a decrease in investor and public relations expense

of approximately $94,000, a decrease in employee compensation and related costs, other than stock-based compensation expense, of approximately

$77,000 and a decrease in employee stock-based compensation of approximately $61,000.

income decreased by approximately $121,000 to approximately $156,000 in the three months ended July 31, 2025, from approximately $277,000

in the three months ended July 31, 2024, primarily due to a decrease in the amount of short-term investments held and a decrease in interest

Loss Attributable to Noncontrolling Interest

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

by approximately $16,000 to approximately $22,000 in the three months ended July 31, 2025 from approximately $38,000 in the three months

ended July 31, 2024, as Certainty’s net loss decreased.

months ended July 31, 2025 compared with nine months ended July 31, 2024

had no revenue during the nine-month periods ended July 31, 2025 and 2024.

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 therapy 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.

and Development Expenses

the nine months ended July 31, 2025, research and development expenses related to the development of our cancer vaccines and CAR-T therapeutics

consisted of approximately $2,489,000 and $1,440,000, respectively.

During the nine months ended July 31, 2024 research and development

expenses related to the development of our cancer vaccines and CAR-T therapeutics consisted of approximately $2,827,000 and $2,093,000,

respectively.

and development expenses decreased by approximately $991,000 to approximately $3,929,000 in the nine months ended July 31, 2025,

from approximately $4,920,000 in the nine months ended July 31, 2024.

The decrease in research and development expenses was

primarily due to a decrease in outside research and development expenses related to our breast cancer vaccine of approximately

$524,000, a decrease in outside research and development expenses related to our ovarian cancer CAR-T therapeutic of approximately

decrease in employee stock-based compensation expense of approximately $271,000, offset by an increase in outside research and

development expenses related to our new vaccine discovery program of approximately $113,000, and an increase in technology licensing

fees of approximately $56,000.

and Administrative Expenses

and administrative expenses decreased by approximately $852,000 to approximately $4,896,000 in the nine months ended July 31, 2025, from

approximately $5,748,000 in the nine months ended July 31, 2024.

The decrease in general and administrative expenses was primarily due

to a decrease in investor and public relations expense of approximately $478,000, a decrease in director stock-based compensation of

approximately $280,000, a decrease in employee stock-based compensation of approximately $68,000, and a decrease in consulting fees of

approximately $58,000, offset by an increase in patent-related costs of approximately $67,000.

income decreased by approximately $364,000 to approximately $519,000 in the nine months ended July 31, 2025, from approximately $883,000

in the nine months ended July 31, 2024, primarily due to a decrease in the amount of short-term investments held and a decrease in interest

due to a decrease in employee stock-based compensation expense of approximately $133,000, a decrease in director stock-based compensation

of approximately $68,000, a decrease in patent prosecution costs of approximately $32,000, a decrease in director compensation, other

than stock-based compensation expense, of approximately $29,000, and a decrease in employee compensation and related costs, other than

stock-based compensation expense, of approximately $20,000, offset by an increase in investor and public relations expense of approximately

income decreased by approximately $42,000 to approximately $131,000 in the three months ended January 31, 2026, from approximately $173,000

in the three months ended January 31, 2025, primarily due to a decrease in the amount of short-term investments held and a decrease in

interest rates.

Loss Attributable to Noncontrolling Interest

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

by approximately $40,000 to approximately $74,000 in the nine months ended July 31, 2025 from approximately $114,000 in the nine months

ended July 31, 2024, as Certainty’s net loss decreased.

by approximately $9,000 to approximately $20,000 in the three months ended January 31, 2026 from approximately $29,000 in the three months

ended January 31, 2025, as Certainty’s net loss decreased.

AND CAPITAL RESOURCES

primary sources of liquidity are cash, cash equivalents and short-term investments.

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.

the nine months ended July 31, 2025, cash used in operating activities was approximately $5,918,000.

Cash provided by investing

activities was approximately $4,212,000, resulting from the maturities of short-term investments of approximately $40,912,000,

offset by purchases of short-term investments of approximately $36,700,000.

Cash provided by financing activities was approximately

$1,930,000, resulting from the sale of 611,686 shares of common stock in an at-the-market equity offering of approximately

$1,924,000, net of expenses, proceeds from the sale of common stock pursuant to an employee stock purchase plan of approximately

$4,000 and proceeds from stock option exercises of approximately $2,000.

As a result, our cash, cash equivalents, and short-term

investments at July 31, 2025 decreased approximately $3,895,000 to approximately $16,029,000 from approximately $19,924,000 at the

end of fiscal year 2024.

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

the three months ended January 31, 2026, cash used in operating activities was approximately $2,610,000.

Cash provided by investing activities

was approximately $1,228,000, resulting from the maturities of short-term investments of approximately $13,760,000, offset by purchases

of short-term investments of approximately $12,532,000.

Cash provided by financing activities was approximately $1,685,000, resulting

from the sale of 429,328 shares of common stock in an at-the-market equity offering of approximately $1,625,000, net of expenses, and

proceeds from stock option exercises of approximately $60,000.

As a result, our cash, cash equivalents, and short-term investments at

January 31, 2026 decreased approximately $972,000 to approximately $14,202,000 from approximately $15,174,000 at October 31, 2025.

have expected future cash obligations related to the lease of our executive offices through 2029, inclusive of extension periods, estimated

at approximately $240,000.

ACCOUNTING POLICIES

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at grant date and recognize compensation cost over the implied service period.

stock awards granted to employees and directors that vest at date of grant we recognize expense based on the grant date market price

of the underlying common stock.

For restricted stock awards vesting upon achievement of a price target of our common stock, we use a

Monte Carlo Simulation in estimating the fair value at grant date and recognize compensation cost over the implied service period (median

time to vest).

For stock-based awards that vest upon the achievement

of a performance metric, the Company recognizes the estimated fair value of the award when achievement becomes probable.

restricted stock awards granted to employees and directors that vest at date of grant, we recognize expense based on the grant date market

price of the underlying common stock.

For restricted stock awards vesting upon achievement of a price target of our common stock, we

use a Monte Carlo Simulation in estimating the fair value at grant date and recognize compensation cost over the implied service period

(median time to vest).

Black-Scholes pricing model and the Monte Carlo Simulation we use to estimate fair value requires valuation assumptions of expected term,

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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 options.

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 grants.

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 dividends and our expectation not to pay dividends in the future.

that we have sufficient historical exercise data on which to base our own estimate.

For consultants, we use the contract term for expected

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 grants.

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 dividends and our expectation not to pay

dividends in the future.

will reconsider use of the Black-Scholes pricing model and the Monte Carlo Simulation if additional information becomes available in

23 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis