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Item 2. Management’s Discussion and Analysis

2025-05-28 compared with 2025-03-11 · 99 added, 48 removed, 149 unchanged (50% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

Information included in this Quarterly

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to, those factors set forth in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

Except as required by applicable law, including the securities laws of the United States,

we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise.

You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented

in this Report.

Except as required by applicable

law, including the securities laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise.

You are cautioned not to unduly rely on such forward-looking statements

when evaluating the information presented in this Report.

We discuss the description of

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RESULTS OF OPERATIONS

Three months ended January 31, 2025 compared

with three months ended January 31, 2024

Three months ended April 30, 2025 compared with

three months ended April 30, 2024

We had no revenue during the three-month

periods ended January 31, 2025 and 2024.

periods ended April 30, 2025 and 2024.

We have not generated any revenue

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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.

During the three months ended January 31, 2024 research and development expenses

related to the development of our cancer vaccines and CAR-T therapeutics consisted of approximately $720,000 and $629,000, respectively.

April 30, 2025, research and development expenses related to the development of our cancer vaccines and CAR-T therapeutics consisted of

approximately $898,000 and $424,000, respectively.

During the three months ended April 30, 2024 research and development expenses related

to the development of our cancer vaccines and CAR-T therapeutics consisted of approximately $848,000 and $798,000, respectively.

Research and development expenses

increased by approximately $203,000 to approximately $1,552,000 in the three months ended January 31, 2025, from approximately $1,349,000

in the three months ended January 31, 2024.

The increase in research and development expenses was primarily due to an increase in outside

research and development expenses related to our breast cancer vaccine program of approximately $88,000, an increase in license fees related

to our ovarian cancer CAR-T therapeutic of approximately $80,000, an increase in employee compensation and related costs, other than stock-based

compensation expense, of approximately $69,000, and an increase in outside research and development expenses related to our new vaccine

discovery program of approximately $56,000, offset by a decrease in employee stock-based compensation expense of approximately $59,000,

and a decrease in consultant stock-based compensation expense of approximately $33,000.

decreased by approximately $324,000 to approximately $1,322,000 in the three months ended April 30, 2025, from approximately $1,646,000

in the three months ended April 30, 2024.

The decrease in research and development expenses was primarily due to a decrease in outside

research and development expenses related to our ovarian cancer CAR-T therapeutic of approximately $204,000, a decrease in employee stock-based

compensation expense of approximately $105,000, and a decrease in employee compensation and related costs, other than stock-based compensation

expense, of approximately $75,000, offset by and an increase in outside research and development expenses related to our new vaccine discovery

program of approximately $56,000.

General and Administrative

General and administrative expenses

decreased by approximately $426,000 to approximately $1,834,000 in the three months ended January 31, 2025, from approximately $2,260,000

in the three months ended January 31, 2024.

decreased by approximately $140,000 to approximately $1,681,000 in the three months ended April 30, 2025, from approximately $1,821,000

in the three months ended April 30, 2024.

The decrease in general and administrative expenses was primarily due to a decrease in investor

and public relations expense of approximately $291,000, a decrease in employee compensation and related costs, other than stock-based

compensation expense, of approximately $70,000, a decrease in director stock-based compensation of approximately $67,000, and a decrease

in legal and other professional fees of approximately $57,000, offset by an increase in employee stock-based compensation expense of approximately

and public relations expense of approximately $151,000, a decrease in director stock-based compensation of approximately $115,000, and

a decrease in consulting fees of approximately $66,000, offset by an increase in employee compensation and related costs, other than stock-based

compensation expense, of approximately $157,000, and an increase in patent-related costs of approximately $42,000.

Interest Income

Interest income decreased by approximately

$146,000 to approximately $173,000 in the three months ended January 31, 2025, from approximately $319,000 in the three months ended January

$96,000 to approximately $190,000 in the three months ended April 30, 2025, from approximately $287,000 in the three months ended April

30, 2024, primarily due to a decrease in the amount of short-term investments held and a decrease in interest rates.

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interest, representing Wistar’s ownership interest in Certainty’s net loss, decreased by approximately $18,000 to approximately

$29,000 in the three months ended January 31, 2025 from approximately $35,000 in the three months ended January 31, 2024, as Certainty’s

$23,000 in the three months ended April 30, 2025 from approximately $41,000 in the three months ended April 30, 2024, as Certainty’s

net loss decreased.

Six months ended April 30, 2025 compared with

six months ended April 30, 2024

We had no revenue during the six-month

periods ended April 30, 2025 and 2024.

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 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.

Research and Development

During the six months ended April

30, 2025, research and development expenses related to the development of our cancer vaccines and CAR-T therapeutics consisted of approximately

$1,873,000 and $1,001,000, respectively.

During the six months ended April 30, 2024 research and development expenses related to the development

of our cancer vaccines and CAR-T therapeutics consisted of approximately $1,568,000 and $1,427,000, respectively.

Research and development expenses

decreased by approximately $121,000 to approximately $2,874,000 in the six months ended April 30, 2025, from approximately $2,995,000

in the six months ended April 30, 2024.

The decrease in research and development expenses was primarily due to a decrease in outside research

and development expenses related to our ovarian cancer CAR-T therapeutic of approximately $232,000 and a decrease in employee stock-based

compensation expense of approximately $165,000, offset by an increase in outside research and development expenses related to our new

vaccine discovery program of approximately $113,000, an increase in outside research and development expenses related to our breast cancer

vaccine of approximately $107,000, and an increase in clinical consulting fees of approximately $51,000.

General and Administrative

General and administrative expenses

decreased by approximately $566,000 to approximately $3,515,000 in the six months ended April 30, 2025, from approximately $4,081,000

in the six months ended April 30, 2024.

The decrease in general and administrative expenses was primarily due to a decrease in investor

and public relations expense of approximately $442,000, a decrease in director stock-based compensation of approximately $182,000, a decrease

in consulting fees of approximately $62,000, and a decrease in legal and other professional fees of approximately $53,000, offset by an

increase in employee compensation and related costs, other than stock-based compensation expense, of approximately $87,000, and an increase

in patent-related costs of approximately $62,000.

Interest Income

Interest income decreased by approximately

$243,000 to approximately $363,000 in the six months ended April 30, 2025, from approximately $606,000 in the six months ended April 30,

2024, primarily due to a decrease in the amount of short-term investments held and a decrease in interest rates.

Net Loss Attributable to

Noncontrolling Interest

The net loss attributable to noncontrolling

interest, representing Wistar’s ownership interest in Certainty’s net loss, decreased by approximately $24,000 to approximately

$52,000 in the six months ended April 30, 2025 from approximately $76,000 in the six months ended April 30, 2024, as Certainty’s

net loss decreased.

LIQUIDITY AND CAPITAL RESOURCES

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are cash, cash equivalents and short-term investments.

Based on currently available information as of March 11, 2025, 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

The Company had approximately $18,686,000 of total current assets at January 31, 2025 compared to approximately $21,362,000 at

October 31, 2024 which is a reduction of approximately $2,676,000 for the three months ended January 31, 2025.

Therefore, the Company

believes that it has sufficient cash, cash equivalents and short-term investments to operate its business, as currently contemplated,

Based on currently available information

as of May 28, 2025, 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 $16,766,000 of total current assets at April 30, 2025 compared to approximately

$21,362,000 at October 31, 2024 which is a reduction of approximately $4,596,000 for the six months ended April 30, 2025.

Therefore, the

Company believes that it has sufficient cash, cash equivalents and short-term investments to operate its business, as currently contemplated,

for significantly longer than 12 months from the date of this Report.

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with third parties to develop our technologies.

During the three months ended January 31, 2025, we did not issue any shares under our

at-the-market equity offering.

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, 2025, we may sell approximately $97 million of common stock.

During the three months ended

January 31, 2025, cash used in operating activities was approximately $2,904,000.

Cash provided by investing activities was approximately

$2,703,000, resulting from the maturities of short-term investments of approximately $15,700,000, offset by purchases of short-term investments

totaling approximately $12,997,000.

Cash used in financing activities was approximately $17,000, due to expenses related to maintaining

our at-the-market equity offering program.

As a result, our cash, cash equivalents, and short-term investments at January 31, 2025 decreased

During the six months ended April 30, 2025, we issued 14,712 shares under our at-the-market

equity offering.

Under our at-the-market equity program, which is currently effective and may remain available for us to use in the future,

as of April 30, 2025, we may sell approximately $97 million of common stock.

During the six months ended April 30, 2025, cash used in operating activities

was approximately $4,407,000.

Cash provided by investing activities was approximately $5,045,000, resulting from the maturities of short-term

investments of approximately $29,974,000, offset by purchases of short-term investments totaling approximately $24,929,000.

Cash provided

by financing activities was approximately $1,000, resulting from proceeds from the sale of common stock pursuant to an employee stock

purchase plan of approximately $4,000 offset by the net expense of approximately $3,000 resulting from the sale of 14,712 shares of common

stock in an at-the-market equity offering.

As a result, our cash, cash equivalents, and short-term investments at April 30, 2025 decreased

approximately $4,327,000 to approximately $15,597,000 from approximately $19,924,000 at the end of fiscal year 2024.

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We discuss the effect of recently

issued pronouncements in Note 7 of the condensed consolidated financial statements, included elsewhere in

and Qualitative Disclosures About Market Risk.

issued pronouncements in Note 7 of the condensed consolidated financial statements, included elsewhere in this Report.

Quantitative and Qualitative Disclosures

About Market Risk.

Not applicable.

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