What changed in this filing

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Item 1. Financial Statements

2026-06-10 compared with 2026-03-09 · 168 added, 118 removed, 521 unchanged (35% of the section changed)

4 unchanged sentences

thousands, except share and per share data)

January 31, 2026

April 30, 2026

October 31, 2025

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100,000,000 shares authorized;

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

33,922,776 and 33,013,829 shares issued and outstanding as of April 30, 2026 and October 31, 2025, respectively

Additional paid-in capital

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For the three months ended

Operating costs and expenses:

For the six months ended

Operating expenses:

Research and development expenses (including non-cash stock-based compensation expenses of $ 286 , $ 417 , $ 624 and $ 814 , respectively)

General and administrative expenses (including non-cash stock-based compensation expenses of $ 379 , $ 571 , $ 837 and $ 1,229 , respectively)

Total operating costs and expenses

Total operating expenses

Loss from operations

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thousands, except share data)

THE THREE MONTHS ENDED JANUARY 31, 2026 (UNAUDITED )

THE THREE MONTHS ENDED APRIL 30, 2026 (UNAUDITED )

Shareholders’

Balance, January 31, 2026

$ ( 254,242 ) -

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 $ 53

Common stock issued pursuant to an employee stock purchase plan

Cancelation of treasury shares

Common stock issued upon exercise of stock options

Balance, April 30, 2026

$ ( 256,758 ) -

THE THREE MONTHS ENDED APRIL 30, 2025 (UNAUDITED )

Shareholders’

Balance, January 31, 2025

$ ( 243,934 )

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 $ 33

Common stock issued pursuant to an employee stock purchase plan

Cancelation of treasury shares

Balance, April 30, 2025

$ ( 246,724 )

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 SIX MONTHS ENDED APRIL 30, 2026 (UNAUDITED )

Shareholders’

Balance, October 31, 2025

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Common stock issued in an at-the-market offering, net of offering expenses of $ 135

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

Common stock issued pursuant to an employee stock purchase plan

Common stock issued upon exercise of stock options

Expenses related to an at-the-market offering

Balance, January 31, 2026

Balance, April 30, 2026

$ ( 256,758 ) -

THE THREE MONTHS ENDED JANUARY 31, 2025 (UNAUDITED )

Shareholders’ Equity

controlling Interest

Shareholders’ Equity

controlling Interest

THE SIX MONTHS ENDED APRIL 30, 2025 (UNAUDITED)

Shareholders’

Balance, October 31, 2024

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Stock options issued to consultants

Expenses related to an at-the-market offering

Balance, January 31, 2025

Common stock issued in an at-the-market offering, net of offering expenses of $ 51

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

Common stock issued pursuant to an employee stock purchase plan

Cancelation of treasury shares

Balance, April 30, 2025

$ ( 246,724 )

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

the three months ended

flows from operating activities:

Reconciliation

of net loss to net cash used in operating activities:

option compensation to employees and directors

options issued to consultants

of operating lease right-of-use asset

of discount on held-to-maturity securities

in operating assets and liabilities:

expenses and other current assets

lease liability

cash used in operating activities

flows from investing activities:

Disbursements

to acquire short-term investments

from maturities of short-term investments

cash provided by investing activities

flows from financing activities:

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

from exercise of stock options

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

For the six months ended

Cash flows from operating activities:

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

Stock option compensation to employees and directors

Stock options issued to consultants

Amortization of operating lease right-of-use asset

Amortization of discount on held-to-maturity securities

Change in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable

Accrued expenses

Operating lease liability

Net cash used in operating activities

Cash flows from investing activities:

Disbursements to acquire short-term investments

Proceeds from maturities of short-term investments

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds (expenses) from sale of common stock in an at-the-market offering, net of offering expenses of $ 135 and $ 51 , respectively

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

Proceeds from exercise of stock options

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

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

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AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS AND FUNDING

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activities by the Company.

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

Due to such Company funding, Wistar’s equity stake in Certainty was 3.9 % as of April 30, 2026.

in collaboration with the H.

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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.

patients have been treated, and several 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, four patients have survived

one year or more following treatment, at 19, 18, 17 and 12 months, respectively, and four additional patients have survived 11, 8 and

7 months, respectively.

The three patients that have reached 19, 18 and 12 months, respectively, remain alive, and one additional patient

who was treated more recently, is 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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and Management’s Plans

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

on currently available information as of June 10, 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 $ 13,686,000 of cash, cash

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.

equivalents and short-term investments at April 30, 2026 compared to approximately $ 15,174,000 at October 31, 2025 which is a reduction

of approximately $ 1,488,000 for the six months ended April 30, 2026.

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

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technologies.

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

During the six months ended April 30, 2026, we raised approximately $ 2,870,000 , net of expenses, through an at-the-market

equity offering of 887,134 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 January 31, 2026, we may sell approximately $ 98 million of common stock.

available for us to use in the future, as of April 30, 2026, we may sell approximately $ 97 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 January

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

30, 2026, and results of operations and cash flows for the interim periods represented.

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.

The results of operations for the three and six

months ended April 30, 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 three months ended January 31, 2026 (in thousands):

forth the changes in noncontrolling interest for the six months ended April 30, 2026 (in thousands):

SCHEDULE OF CHANGES IN NONCONTROLLING INTEREST

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Net loss attributable to noncontrolling interest

Balance, January 31, 2026

Balance, April 30, 2026

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

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

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

stock options granted to employees and directors of approximately $ 637,000 and $ 962,000 during the three months ended April 30, 2026

and 2025, respectively, and approximately $ 1,405,000 and $ 1,993,000 during the six months ended April 30, 2026 and 2025, respectively.

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

to consultants of approximately $ 28,000 and $ 26,000 during the three months ended April 30, 2026 and 2025, respectively, and approximately

$ 56,000 , and $ 50,000 , during the six months ended April 30, 2026 and 2025, respectively.

Option Activity

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”).

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 three months ended April 30, 2026 and 2025, we did no t grant any options to purchase shares of common stock, and during the six months

ended April 30, 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, Inc.

2018 Share Incentive

Plan (the “2018 Share Plan”).

During the three months ended April 30, 2026, no stock options were exercised.

During the six

months ended April 30, 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 and six months ended April 30, 2025, no stock options were exercised.

the three and six months ended April 30, 2026, we had two stock option plans:

the Anixa Biosciences, Inc.

2010 Share Incentive Plan (the

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

“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.

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 three months ended

January 31, 2026 is as follows:

Information regarding the 2010 Share Plan for the six months ended April

30, 2026 is as follows:

SCHEDULE OF OPTION ACTIVITY

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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:

Forfeited/expired

Options outstanding and exercisable at April 30, 2026

following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of April 30, 2026:

SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE

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

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:

As of April 30, 2026, the 2018 Share Plan had 1,395,000 shares

available for future grants.

Information regarding the 2018 Share Plan for the six months ended April 30, 2026 is as follows:

SCHEDULE OF OPTION ACTIVITY

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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:

Forfeited/expired

Options outstanding at April 30, 2026

Options exercisable at April 30, 2026

following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of April 30, 2026:

SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE

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$ 4.02 - $ 5.30

4.02 - $ 5.30

Stock Purchase Plan

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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:

During the six months ended April 30, 2026 and 2025, employees purchased 1,530 shares and

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

of April 30, 2026, we had no warrants

Information regarding the Company’s warrant activity for the six months ended April 30, 2026 is as

SCHEDULE OF WARRANTS ACTIVITY

Average Exercise

Price Per Share

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

Exercise Prices

Outstanding and

Weighted Average

Contractual Life

Exercise Price

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.

Warrants outstanding and exercisable at April 30, 2026

the three and six months ended April 30, 2026 and 2025, we did not issue any stock awards.

of April 30, 2026 and 2025, the Company held no shares as treasury stock.

During the fiscal year ended October 31, 2024, the Company

purchased 2,000 shares of its common stock at an average cost of $ 3.17 per share for a total cost of approximately $ 6,000 .

These treasury

shares were subsequently canceled in March 2025.

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

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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.

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 January 31, 2026 (in

following table presents the hierarchy for our financial assets measured at fair value as of April 30, 2026 (in

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

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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

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

Money market funds:

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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 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.

reason, excluded from the calculation of Diluted EPS for the six months ended April 30, 2026 and 2025, were stock options to purchase

13,772,094 shares and 13,488,062 shares, respectively, and warrants to purchase 0 shares and 300,000 shares, respectively.

EFFECT OF RECENTLY ADOPTED AND ISSUED PRONOUNCEMENTS

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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 January 31, 2026 and October 31, 2025 and we account for interest and penalties related

We have no unrecognized income tax benefits as of April 30, 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 January 31, 2026 and 2025.

the three months ended April 30, 2026 and 2025, and approximately $ 31,000 and $ 31,000 , respectively, for the six months ended April 30,

2026 and 2025.

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

The remaining

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

41 -month lease term as of April 30, 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 January 31, 2026, the annual minimum future lease payments of our operating lease liability were as follows (in thousands):

of April 30, 2026, the annual minimum future lease payments of our operating lease liability were as follows (in thousands):

SCHEDULE OF MINIMUM LEASE PAYMENTS

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Present value of future minimum lease payments

Balance as of January 31, 2026:

Balance as of April 30, 2026:

Operating lease liability

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or financial condition.

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

of April 30, 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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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.

As of April 30, 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 $ 2.5

million and such payments may be made over up to a 3-year period.

SEGMENT INFORMATION

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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):

following represents selected financial information for our segments for the three and six months ended April 30, 2026 and 2025, and

as of April 30, 2026 and October 31, 2025 (in thousands):

SCHEDULE OF SEGMENT INFORMATION

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CAR-T Therapies

For the three months ended January 31,

For the three months ended April 30,

Cancer Vaccines

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Operating expenses excluding non-cash stock-based compensation (a non-GAAP measure)

Cancer Vaccines

CAR-T Therapies

Cancer Vaccines

CAR-T Therapies

For the six months ended April 30,

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)

Total assets:

Cancer Vaccines

CAR-T Therapeutics

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

1 unchanged sentence

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