UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April~~July 3031, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-37492

ANIXA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		11-2622630
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

3150 Almaden Expressway, Suite 250
San Jose, CA		95118
(Address of principal executive offices)		(Zip Code)

(408) 708-9808

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of exchange on which registered
Common Stock, par value $.01 per share		ANIX		NASDAQ Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒

No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐				Accelerated filer ☐
	Non-accelerated filer ☒		Smaller reporting company ☒		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

On September ~~May 28~~10, 2025, the registrant had outstanding 32,~~211~~916,~~092~~915 shares of Common Stock, par value $.01 per share, which is the registrant’s only class of common stock.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.		1
	Condensed Consolidated Balance Sheets (Unaudited) as of April 30, 2025 and October 31, 2024	1
	Condensed Consolidated Balance Sheets (Unaudited) as of July 31, 2025 and October 31, 2024	1
	Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended April 30, 2025 and 2024	2
	Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended July 31, 2025 and 2024	2
	Condensed Consolidated Statements of Equity (Unaudited) for the three months ended April 30, 2025 and 2024	3
	Condensed Consolidated Statements of Equity (Unaudited) for the three months ended July 31, 2025 and 2024	3
	Condensed Consolidated Statements of Equity (Unaudited) for the six months ended April 30, 2025 and 2024	4
	Condensed Consolidated Statements of Equity (Unaudited) for the nine months ended July 31, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended April 30, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended July 31, 2025 and 2024	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		21
Item 4. Controls and Procedures.		21
PART II. OTHER INFORMATION		22
Item 1. Legal Proceedings.		22
Item 1A. Risk Factors.		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		22
Item 3. Defaults Upon Senior Securities.		22
Item 4. Mine Safety Disclosures.		22
Item 5. Other Information.		22
Item 6. Exhibits.		22
SIGNATURES		23

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share data)

	April 30, 2025			October 31, 2024
	July 31, 2025			October 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,~~910~~495		$	1,271
Short-term investments		1314,~~687~~534			18,653
Receivables		-			173
Prepaid expenses and other current assets		1,~~169~~420			1,265
Total current assets		1617,~~766~~449			21,362
Operating lease right-of-use asset		~~211~~202			229
Total assets	$	1617,~~977~~651		$	21,591
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	~~284~~276		$	525
Accrued expenses		1,~~566~~751			1,946
Operating lease liability		37			29
Operating lease liability, current		39			29
Total current liabilities		12,~~887~~066			2,500
Operating lease liability, non-current		~~184~~174			203
Total liabilities		2,~~071~~240			2,703
Commitments and contingencies (Note 10)		-			-
Equity:
Shareholders’ equity:
Preferred stock, par value $100 per share; 19,860 shares authorized; no shares issued or outstanding		-			-
Series A convertible preferred stock, par value $100 per share; 140 shares authorized; no shares issued or outstanding		-			-
Preferred stock, value		-			-
Common stock, par value $.01 per share; 100,000,000 shares authorized; 32,211,092 and 32,196,862 shares issued and outstanding as of April 30, 2025 and October 31, 2024, respectively		322			322
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		328			322
Additional paid-in capital		~~262~~265,~~470~~249			260,432
Accumulated deficit		(~~246~~248,~~724~~982	)		(240,750	)
Treasury stock, 2,000 shares at cost as of October 31, 2024		-			(6	)
Total shareholders’ equity		16,~~068~~595			19,998
Noncontrolling interest (Note 2)		(1,~~162~~184	)		(1,110	)
Total equity		1415,~~906~~411			18,888
Total liabilities and equity	$	1617,~~977~~651		$	21,591

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

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

	2025			2024			2025			2024
	For the three months ended						For the ~~six~~nine months ended
	April 30,						April 30,
	July 31,						July 31,
	2025			2024			2025			2024
Revenue	$	-		$	-		$	-		$	-
Operating expenses:
Research and development expenses (including non-cash stock-based compensation expenses of $417, $520, $814 and $1,009, respectively)		1,322			1,646			2,874			2,995
Research and development expenses (including non-cash stock-based compensation expenses of $358, $462, $1,172 and $1,471, respectively)		1,055			1,925			3,929			4,920
General and administrative expenses (including non-cash stock-based compensation expenses of $571, $740, $1,229 and $1,511, respectively)		1,681			1,821			3,515			4,081
General and administrative expenses (including non-cash stock-based compensation expenses of $497, $717, $1,727 and $2,228, respectively)		1,381			1,667			4,896			5,748
Total operating expenses		32,~~003~~436			3,~~467~~592			68,~~389~~825			710,~~076~~668
Loss from operations		(32,~~003~~436	)		(3,~~467~~592	)		(68,~~389~~825	)		(710,~~076~~668	)
Interest income		~~190~~156			~~287~~277			~~363~~519			~~606~~883
Net loss		(2,~~813~~280	)		(3,~~180~~315	)		(68,~~026~~306	)		(69,~~470~~785	)
Less: Net loss attributable to noncontrolling interest		(2322	)		(4138	)		(5274	)		(76114	)
Net loss attributable to common shareholders	$	(2,~~790~~258	)	$	(3,~~139~~277	)	$	(58,~~974~~232	)	$	(69,~~394~~671	)
Net loss per common share attributable to common shareholders:
Basic and diluted	$	(0.0907	)	$	(0.10	)	$	(0.1925	)	$	(0.2030	)
Weighted average common shares outstanding:
Basic and diluted		32,~~202~~476			3132,~~914~~054			32,~~200~~293			31,~~677~~804

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

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except share data)

FOR THE THREE MONTHS ENDED ~~APRIL~~JULY 3031, 2025 (UNAUDITED)

	Shares			Par Value		Paid-in Capital			Accumulated Deficit			Treasury Stock			Shareholders’ Equity			controlling Interest			Total Equity
	Common Stock					Additional									Total			Non-
	Shares			Par Value		Paid-in Capital			Accumulated Deficit			Treasury Stock			Shareholders’ Equity			controlling Interest			Total Equity	~~Total Equity~~
Balance, January 31, 2025		32,196,862		$	322	$	261,470		$	(243,934	)	$	(6	)	$	17,852		$	(1,139	)	$	16,713
Stock option compensation to employees and directors		-			-		962			-			-			962			-			962
Stock options issued to consultants		-			-		26			-			-			26			-			26
Common stock issued to consultants		-			-		-			-			-			-			-			-
Common stock issued upon exercise of stock options		-			-		-			-			-			-			-			-
Common stock issued in an at-the-market offering, net of offering expenses of $33		14,712			-		14			-			-			14			-			14
Common stock issued pursuant to an employee stock purchase plan		1,518			-		4			-			-			4			-			4
Cancelation of treasury shares		(2,000	)		-		(6	)		-			6			-			-			-
Net loss		-			-		-			(2,790	)		-			(2,790	)		(23	)		(2,813	)
Balance, April 30, 2025		32,211,092		$	322	$	262,470		$	(246,724	)	$	-		$	16,068		$	(1,162	)	$	14,906
Stock option compensation to employees and directors		-			-		829			-			-			829			-			829
Stock options issued to consultants		-			-		26			-			-			26			-			26
Offering expenses related to an at-the-market offering
Common stock issued in an at-the-market offering, net of offering expenses of $73		596,974			6		1,922			-			-			1,928			-			1,928
Common stock issued upon exercise of stock options		14,043			-		2			-			-			2			-			2
Common stock issued to consultants
Common stock issued to consultants, shares
Common stock issued pursuant to an employee stock purchase plan
Common stock issued pursuant to an employee stock purchase plan, shares
Cancelation of treasury shares
Cancelation of treasury shares, shares
Net loss		-			-		-			(2,258	)		-			(2,258	)		(22	)		(2,280)
Balance, July 31, 2025		32,822,109		$	328	$	265,249		$	(248,982	)	$	-		$	16,595		$	(1,184	)	$	15,411

FOR THE THREE MONTHS ENDED ~~APRIL~~JULY 3031, 2024 (UNAUDITED)

	Shares		Par Value		Paid-in Capital			Accumulated Deficit					Shareholders’ Equity			controlling Interest			Total Equity
	Common Stock				Additional								Total			Non-
	Shares		Par Value		Paid-in Capital			Accumulated Deficit			Treasury Stock		Shareholders’ Equity			controlling Interest			Total Equity
Balance, January 31, 2024		31,754,375	$	318	$	255,738		$	(231,451	)	$	-	$	24,605		$	(1,001	)	$	23,604
Balance		31,754,375	$	318	$	255,738		$	(231,451	)			$	24,605		$	(1,001	)	$	23,604
Stock option compensation to employees and directors		-		-		1,238			-			-		1,238			-			1,238
Stock options issued to consultants		-		-		22			-			-		22			-			22
Common stock issued in an at-the-market offering, net of offering expenses of $26		229,470		2		831			-			-		833			-			833
Common stock issued upon exercise of stock options		19,999		-		57			-			-		57			-			57
Common stock issued pursuant to an employee stock purchase plan		2,616		-		7			-			-		7			-			7
Net loss		-		-		-			(3,139	)		-		(3,139	)		(41	)		(3,180	)
Balance, April 30, 2024		32,006,460	$	320	$	257,893		$	(234,590	)	$	-	$	23,623		$	(1,042	)	$	22,581
Balance		32,006,460	$	320	$	257,893		$	(234,590	)		-	$	23,623		$	(1,042	)	$	22,581
Stock option compensation to employees and directors		-		-		1,094			-			-		1,094			-			1,094
Stock options issued to consultants		-		-		23			-			-		23			-			23
Offering expenses related to an at-the-market offering		-		-		(45	)		-			-		(45	)		-			(45	)
Common stock issued upon exercise of stock options		80,000		1		193			-			-		194			-			194
Common stock issued to consultants		60,000		-		159			-			-		159			-			159
Net loss		-		-		-			(3,277	)		-		(3,277	)		(38	)		(3,315	)
Balance, July 31, 2024		32,146,460	$	321	$	259,317		$	(237,867	)	$	-	$	21,771		$	(1,080	)	$	20,691

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

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except share data)

FOR THE ~~SIX~~NINE MONTHS ENDED ~~APRIL~~JULY 3031, 2025 (UNAUDITED)

	Shares			Par Value		Paid-in Capital			Accumulated Deficit			Treasury Stock			Shareholders’ Equity			controlling Interest			Total Equity
	Common Stock					Additional									Total			Non-
	Shares			Par Value		Paid-in Capital			Accumulated Deficit			Treasury Stock			Shareholders’ Equity			controlling Interest			Total Equity
Balance, October 31, 2024		32,196,862		$	322	$	260,432		$	(240,750	)	$	(6	)	$	19,998		$	(1,110	)	$	18,888
Balance		32,196,862		$	322	$	260,432		$	(240,750	)	$	(6	)	$	19,998		$	(1,110	)	$	18,888
Stock option compensation to employees and directors		-			-		2,822			-			-			2,822			-			2,822
Stock option compensation to employees and directors		-			-		1,993			-			-			1,993			-			1,993
Stock options issued to consultants		-			-		77			-			-			77			-			77
Stock options issued to consultants		-			-		50			-			-			50			-			50
Common stock issued in an at-the-market offering, net of offering expenses of $123		611,686			6		1,918			-			-			1,924			-			1,924
Common stock issued in an at-the-market offering, net of offering expenses of $51		14,712			-		(3	)		-			-			(3	)		-			(3	)
Common stock issued upon exercise of stock options		14,043			-		2			-			-			2			-			2
Common stock issued pursuant to an employee stock purchase plan		1,518			-		4			-			-			4			-			4
Cancelation of treasury shares		(2,000	)		-		(6	)		-			6			-			-			-
Net loss		-			-		-			(58,~~974~~232	)		-			(58,~~974~~232	)		(5274	)		(68,~~026~~306	)
Balance, April 30, 2025		32,211,092		$	322	$	262,470		$	(246,724	)	$	-		$	16,068		$	(1,162	)	$	14,906
Balance, July 31, 2025		32,822,109		$	328	$	265,249		$	(248,982	)	$	-		$	16,595		$	(1,184	)	$	15,411
Balance		32,211,092		$	322	$	262,470		$	(246,724	)	$	-		$	16,068		$	(1,162	)	$	14,906

FOR THE ~~SIX~~NINE MONTHS ENDED ~~APRIL~~JULY 3031, 2024 (UNAUDITED)

	Shares		Par Value		Paid-in Capital		Accumulated Deficit					Shareholders’ Equity			controlling Interest			Total Equity
	Common Stock				Additional							Total			Non-
	Shares		Par Value		Paid-in Capital		Accumulated Deficit			Treasury Stock		Shareholders’ Equity			controlling Interest			Total Equity
Balance, October 31, 2023		31,145,219	$	311	$	252,222	$	(228,196	)	$	-	$	24,337		$	(966	)	$	23,371
Balance		31,145,219	$	311	$	252,222	$	(228,196	)	$	-	$	24,337		$	(966	)	$	23,371
Stock option compensation to employees and directors		-		-		23,~~346~~440		-			-		23,~~346~~440			-			23,~~346~~440
Stock options issued to consultants		-		-		78101		-			-		78101			-			78101
Common stock issued in an at-the-market offering, net of offering expenses of $94		785,290		8		3,021		-			-		3,029			-			3,029
Common stock issued in an at-the-market offering, net of offering expenses of $139		785,290		8		2,976		-			-		2,984			-			2,984
Common stock issued upon exercise of stock options		43,999		-		124		-			-		124			-			124
Common stock issued in an at-the-market offering, net of offering expenses		785,290		8		2,976		-			-		2,984			-			2,984
Common stock issued to consultants		29,336		1		95		-			-		96			-			96
Common stock issued upon exercise of stock options		123,999		1		317		-			-		318			-			318
Common stock issued to consultants		89,336		1		254		-			-		255			-			255
Common stock issued pursuant to an employee stock purchase plan		2,616		-		7		-			-		7			-			7
Net loss		-		-		-		(69,~~394~~671	)		-		(69,~~394~~671	)		(76114	)		(69,~~470~~785	)
Balance, April 30, 2024		32,006,460	$	320	$	257,893	$	(234,590	)	$	-	$	23,623		$	(1,042	)	$	22,581
Balance, July 31, 2024		32,146,460	$	321	$	259,317	$	(237,867	)	$	-	$	21,771		$	(1,080	)	$	20,691
Balance		32,~~006~~146,460	$	~~320~~321	$	~~257~~259,~~893~~317	$	(~~234~~237,~~590~~867	)	$	-	$	2321,~~623~~771		$	(1,~~042~~080	)	$	2220,~~581~~691

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

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	2025			2024
	For the six months ended April 30,
	For the nine months ended July 31,
	2025			2024
Cash flows from operating activities:
Reconciliation of net loss to net cash used in operating activities:
Net loss	$	(68,~~026~~306	)	$	(69,~~470~~785	)
Stock option compensation to employees and directors		12,~~993~~822			23,~~346~~440
Stock options issued to consultants		5077			78101
Common stock issued to consultants		-			96255
Amortization of operating lease right-of-use asset		1827			2528
Amortization of discount on held-to-maturity securities		(7993	)		-
Change in operating assets and liabilities:
Receivables		173			52(140	)
Prepaid expenses and other current assets		96(155	)		~~485~~(273	)
Accounts payable		(~~241~~249	)		996
Accrued expenses		(~~380~~195	)		(~~360~~92	)
Operating lease liability		(1119	)		(2638	)
Net cash used in operating activities		(45,~~407~~918	)		(36,~~765~~408	)
Cash flows from investing activities:
Disbursements to acquire short-term investments		(2436,~~929~~700	)		(3447,~~738~~307	)
Proceeds from maturities of short-term investments		2940,~~974~~912			3550,~~423~~716
Net cash provided by investing activities		54,~~045~~212			~~685~~3,409
Cash flows from financing activities:
(Expenses) proceeds from sale of common stock in an at-the-market offering, net of offering expenses of $51 and $94, respectively		(3	)		3,029
Proceeds from sale of common stock in an at-the-market offering, net of offering expenses of $123 and $139, respectively		1,924			2,984
Proceeds from sale of common stock pursuant to an employee stock purchase plan		4			7
Proceeds from exercise of stock options		-2			~~124~~318
Net cash provided by financing activities		1,930			3,~~160~~309
Net increase in cash and cash equivalents		~~639~~224			80310
Cash and cash equivalents at beginning of period		1,271			915
Cash and cash equivalents at end of period	$	1,~~910~~495		$	~~995~~1,225
Supplemental disclosure of non-cash investing activity:
Operating lease right-of-use asset from lease extension	$	-		$	(100	)
Supplemental disclosure of non-cash financing activity:
Operating lease liability from lease extension	$	-		$	100

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

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BUSINESS AND FUNDING

Description of Business

As used herein, “we,” “us,” “our,” the “Company” or “Anixa” means Anixa Biosciences, Inc. and its consolidated subsidiaries.

Anixa Biosciences, Inc. is a biotechnology company developing therapies and vaccines that are focused on critical unmet needs in oncology. Our therapeutics program consists of the development of 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. (“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 subsidiary, Certainty, is developing immuno-therapy drugs against cancer. Certainty holds an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by The Wistar Institute (“Wistar”), the nation’s first independent biomedical research institute and a leading National Cancer Institute (“NCI”) designated cancer research center, relating to to Wistar’s chimeric endocrine receptor targeted therapy technology. We have initially focused on the development of a treatment for ovarian cancer, but we also may pursue applications of the technology for the development of treatments for additional solid tumors. The license agreement requires Certainty to make certain cash and equity payments to Wistar upon achievement of specific ~~development~~ development milestones. With respect to Certainty’s equity obligations to Wistar, Certainty issued to Wistar shares of its common stock equal to five percent (5%) of the common stock of Certainty, such equity stake 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 4.21% as of ~~April~~July 3031, 2025.

6Certainty, in collaboration with the H. Lee Moffitt Cancer Center and Research Institute, Inc. (“Moffitt”), has begun human clinical testing of the CAR-T technology licensed by Certainty from Wistar aimed initially at treating ovarian cancer. After receiving authorization from the U.S. Food and Drug Administration (“FDA”), we commenced enrollment of patients in a Phase 1 clinical trial and treated the first patient in August 2022. Further, in May 2023 and August 2023, we treated the second and third patients in the trial, respectively, at the same dose level as the first patient, and the treatment was well-tolerated by the patients. Between February and June 2024, we treated the three patients of the second dose cohort, where the patients were administered a three-times higher dose of cells than the patients in the first cohort. The treatment at this dose level was also well-tolerated by the patients. From November 2024 to February 2025, we treated three patients in the third dose cohort, where they were administered a ten-times higher dose of cells than the patients in the first dose cohort. Consistent with the lower dose cohorts, the treatment 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.

Certainty, in collaboration with the H. Lee Moffitt Cancer Center and Research Institute, Inc. (“Moffitt”), has begun human clinical testing of the CAR-T technology licensed by Certainty from Wistar aimed initially at treating ovarian cancer. After receiving authorization from the FDA, we commenced enrollment of patients in a Phase 1 clinical trial and treated the first patient in August 2022. Further, in May 2023 and August 2023, we treated the second and third patients in the trial, respectively, at the same dose level as the first patient, and the treatment was well-tolerated by the patients. In February 2024, May 2024 and June 2024, we treated the three patients, respectively, of the second dose cohort, where the patients were administered a three-times higher dose of cells than the patients in the first cohort. The treatment at this dose level has also been well-tolerated by the patients. While the dose levels in the first ~~two~~three cohorts were expected to be sub-therapeutic, ~~two~~multiple ~~of the six~~ patients have exhibited ~~some~~ anecdotal signs of efficacy., including ~~Both have shown~~ possible signs of T cell infiltration and tumor necrosis,. ~~and~~While many patients have survived beyond expectations, one is still alive two years past initial treatment ~~while~~and ~~the other~~another issurvived ~~still~~over ~~alive~~ one year past ~~initial~~ 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. From November 2024 to February 2025, we treated three patients in the third dose cohort, where they were administered a ten-times higher dose of cells than the patients in the first dose cohort. Consistent with the lower dose cohorts, the treatment appears to have been well-tolerated by the patients. As of May 28, 2025, we are preparing to enroll patients in the fourth dose cohort, where we will be administering a 30-times higher dose than the original dose cohort.

This study is a dose-escalation trial with two arms based on route of delivery—intraperitoneal or intravenous—to determine the maximum tolerated dose in patients with recurrent epithelial ovarian cancer and to assess persistence, expansion and efficacy of the modified T cells. The study is being conducted at Moffitt and will consist of up to 24 to 48 patients who have received at least two prior lines of chemotherapy. The study is estimated to be completed in two to three years depending on multiple factors including when the maximum tolerated dose is reached, the rate of patient enrollment, the significance of efficacy data and how long we maintain the two different delivery methods.6

WeThis study ~~hold~~is ana ~~exclusive worldwide, royalty~~dose-~~bearing~~escalation ~~license~~trial towith ~~use~~two ~~certain~~arms ~~intellectual~~based ~~property~~on ~~owned~~route orof ~~controlled~~delivery—intraperitoneal byor ~~The~~intravenous—to ~~Cleveland~~determine ~~Clinic Foundation (“Cleveland~~the ~~Clinic”)~~maximum ~~relating~~tolerated todose ~~certain~~in ~~breast~~patients ~~cancer~~with ~~vaccine~~recurrent ~~technology~~epithelial ~~developed~~ovarian atcancer ~~Cleveland~~and ~~Clinic. The license agreement requires us~~ to ~~make~~ ~~certain~~assess ~~cash~~persistence, ~~payments~~expansion toand ~~Cleveland~~efficacy ~~Clinic upon achievement~~ of ~~specific~~the modified ~~development~~T ~~milestones~~cells. ~~Utilizing~~The ~~this~~study ~~technology,~~is webeing ~~are working~~conducted inat ~~collaboration~~Moffitt ~~with~~and ~~Cleveland~~will ~~Clinic~~consist toof ~~develop~~up ato ~~method~~24 to ~~vaccinate~~48 ~~women~~patients ~~against~~who ~~breast~~have ~~cancer,~~received ~~focused~~at ~~initially~~least ~~on TNBC.~~two ~~The~~prior ~~focus~~lines of ~~this~~chemotherapy. ~~vaccine~~The isstudy ~~a specific protein, α-lactalbumin, that~~ is ~~only~~estimated ~~expressed~~to ~~during~~be ~~lactation~~completed in atwo ~~healthy~~to ~~woman’s mammary~~three ~~tissue.~~years ~~This~~depending ~~protein~~on ~~disappears~~multiple ~~when~~factors including when the ~~woman~~maximum istolerated nodose ~~longer~~is ~~lactating~~reached, ~~but~~the ~~reappears~~rate ~~in many forms~~ of ~~breast~~patient ~~cancer~~enrollment, ~~especially TNBC.~~the ~~Studies~~significance ~~have~~of ~~shown~~efficacy ~~that~~data ~~vaccinating~~and ~~against~~how ~~this~~long ~~protein~~we ~~prevents~~maintain ~~breast~~the two ~~cancer~~different indelivery ~~mice~~methods.

~~In October 2021, following the~~We ~~U.S.~~hold ~~Food~~an ~~and~~exclusive ~~Drug~~worldwide, ~~Administration’s~~royalty-bearing ~~(“FDA”)~~license ~~authorization~~ to ~~proceed,~~use wecertain ~~commenced~~intellectual ~~dosing~~property ~~patients~~owned inor acontrolled ~~Phase 1 clinical trial of our breast cancer vaccine. This study, which is being fully funded~~ by aThe ~~U.S. Department of Defense grant to~~ Cleveland Clinic, isFoundation ~~a multiple-ascending dose Phase 1 trial to determine the maximum tolerated dose~~ (“~~MTD~~Cleveland Clinic”) ofrelating ~~the~~to ~~vaccine~~certain ~~in patients with early-stage, triple-negative~~ breast cancer asvaccine ~~well~~technology asdeveloped ~~monitor immune response. The study is being conducted~~ at Cleveland Clinic. ~~During the course of the Phase 1 study, participants will receive three vaccinations, each two weeks apart, and will be closely monitored for side effects and immune response.~~ The ~~first segment of the study, Phase 1a, will consist of approximately 24 patients who have completed~~license ~~treatment~~agreement ~~for~~requires ~~early-stage,~~us triple-negative breast cancer within the past three years and are currently tumor-free but at high risk for recurrence. Studies show that 42% of TNBC patients will have a recurrence of their cancer, with most of the recurrences occurring in the first two to ~~three~~make ~~years~~certain ~~after~~cash ~~standard~~payments of care treatment. In January 2023, the number of participants in each dose cohort was expanded, and as of August 2023, we had completed vaccinating all patients in these expanded cohorts. In December 2023, we presented the immunological data collected to ~~date~~Cleveland atClinic ~~the~~upon ~~San~~achievement ~~Antonio Breast Cancer Symposium. The data presented show that in the vaccinated women who had been tested to date, various levels~~ of ~~antigen-~~specific Tdevelopment ~~cell responses were observed at all dose levels~~milestones. ~~Subsequently, we began vaccinating participants~~Utilizing inthis ~~additional dose cohorts at varying dose levels of the different key components of the vaccine. Further~~technology, ~~in November 2023,~~ we ~~commenced vaccination~~are ofworking ~~participants~~ in ~~the~~collaboration ~~second~~with ~~segment~~Cleveland ofClinic ~~the~~to ~~trial,~~develop ~~Phase~~a ~~1b,~~method ~~that~~to ~~includes~~vaccinate ~~participants~~women ~~who~~against ~~have~~breast ~~never had~~ cancer, ~~but carry~~ ~~certain~~focused ~~mutations~~initially inon ~~genes such as BRCA1, BRCA2 or PALB2, that indicate a greater risk of developing~~ TNBC ~~in the future, and have elected to have a prophylactic mastectomy~~. ~~Finally,~~The infocus ~~January 2024, we commenced vaccination~~ of ~~participants~~this invaccine ~~the~~is ~~third~~a ~~segment~~specific ~~of the trial~~protein, ~~Phase~~ 1cα-lactalbumin, that ~~includes~~is ~~post-operative~~only ~~TNBC~~expressed ~~patients~~during ~~that have residual disease following treatment and are currently undergoing treatment~~lactation with pembrolizumab (Keytruda®). 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~~a ~~three~~healthy ~~patient~~woman’s ~~groups~~mammary (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 irritationtissue. WeThis ~~are~~protein ~~nearing~~disappears ~~enrollment~~when ~~completion and treatment and monitoring will continue over~~ the ~~next~~ ~~three~~woman tois ~~four~~no ~~months.~~longer Welactating, ~~anticipate~~but ~~reporting~~reappears ~~final Phase 1 data at the San Antonio Breast Cancer Symposium~~ in ~~December~~many ~~2025. The~~forms ~~Phase 1 findings to date are promising, and as we continue the final stages~~ of ~~the~~breast ~~Phase 1 trial~~cancer, weespecially ~~are preparing to initiate a Phase 2 clinical trial in the neo-adjuvant setting (pre-surgery) to determine possible therapeutic effect of the vaccine~~TNBC. ~~The~~Studies ~~Phase~~have 2shown ~~trial will~~that ~~commence~~vaccinating ~~following~~against ~~final~~this ~~Phase~~protein 1prevents ~~data~~breast ~~release,~~cancer ~~FDA~~in ~~consultations, protocol development and clinical site selection~~mice.

7In October 2021, following the FDA’s authorization to proceed, we commenced dosing patients in a Phase 1 clinical trial of our breast cancer vaccine. This study, which has been fully funded by a U.S. Department of Defense grant to Cleveland Clinic, is a multiple-ascending dose Phase 1 trial to determine the maximum tolerated dose (“MTD”) of the vaccine in patients with early-stage, triple-negative breast cancer as well as monitor immune response. The study has been conducted at Cleveland Clinic. During the course of the Phase 1 study, participants received three vaccinations, each two weeks apart, and have been closely monitored for side effects and immune response. The first segment of the study, Phase 1a, consisted of approximately 24 patients who had completed treatment for early-stage, triple-negative breast cancer within the past three years and were currently tumor-free but at high risk for recurrence. Studies show that 42% of TNBC patients will have a recurrence of their cancer, with most of the recurrences occurring in the first two to three years after standard of care treatment. In January 2023, the number of participants in each dose cohort was expanded, and as of August 2023, we had completed vaccinating all patients in these expanded cohorts. 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 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 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.

We hold an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by Cleveland Clinic relating to certain ovarian cancer vaccine technology. The license agreement requires us to make certain cash payments to Cleveland Clinic upon achievement of specific development milestones. This technology pertains to among other things, the use of vaccines for the treatment or prevention of ovarian cancers which express the anti-Mullerian hormone receptor 2 protein containing an extracellular domain (“AMHR2-ED”). In healthy tissue, this protein regulates growth and development of egg-containing follicles in the ovary. While expression of AMHR2-ED naturally and markedly declines during menopause, this protein is expressed at high levels in the ovaries of postmenopausal women with ovarian cancer. Researchers at Cleveland Clinic believe that a vaccine targeting AMHR2-ED could prevent the occurrence of ovarian cancer.7

InWe hold ~~May~~an ~~2021~~exclusive worldwide, ~~Cleveland~~royalty-bearing ~~Clinic was~~license ~~granted~~to ~~acceptance~~use ~~for~~certain ~~our~~intellectual ~~ovarian~~property ~~cancer~~owned ~~vaccine~~or ~~technology~~controlled ~~into~~by ~~the~~Cleveland ~~NCI’s~~Clinic ~~PREVENT~~relating ~~program.~~to ~~The~~certain ~~NCI~~ovarian iscancer avaccine ~~part~~technology. ofThe ~~the~~license ~~National~~agreement ~~Institutes~~requires ofus ~~Health~~to ~~(“NIH”).~~make ~~The~~certain ~~PREVENT~~cash ~~program~~payments isto aCleveland ~~peer-reviewed~~Clinic ~~agent development~~upon ~~program~~achievement ~~designed~~of tospecific ~~support~~development ~~pre-clinical~~milestones. ~~development~~This oftechnology ~~innovative~~pertains ~~interventions~~to ~~and~~among ~~biomarkers~~other ~~for~~things, ~~cancer~~the ~~prevention~~use ~~and~~of ~~interception towards~~vaccines ~~clinical~~for ~~trials.~~the ~~The~~treatment or ~~scientific~~prevention ~~and~~of ~~financial~~ovarian ~~resources~~cancers ofwhich express the ~~PREVENT~~anti-Mullerian ~~program~~hormone ~~are~~receptor ~~being~~2 ~~used~~protein ~~for~~containing ~~our~~an ~~ovarian~~extracellular ~~cancer~~domain ~~vaccine technology~~(“AMHR2-ED”). toIn ~~perform~~healthy ~~virtually~~tissue, ~~all~~this ~~pre-clinical~~protein ~~research~~regulates growth and development, ~~manufacturing~~of ~~and~~egg-containing ~~IND~~follicles ~~enabling~~in ~~studies~~the ovary. ~~This~~While ~~work~~expression isof ~~being~~AMHR2-ED naturally ~~performed~~and ~~at NCI~~markedly ~~facilities~~declines during menopause, bythis ~~NCI~~protein ~~scientific~~is ~~staff~~expressed ~~and~~at ~~with~~high ~~NCI~~levels ~~financial~~in ~~resources~~the ~~and~~ovaries ~~will~~of ~~require~~postmenopausal nowomen ~~material~~with ovarian ~~financial~~cancer. ~~expenditures~~Researchers byat ~~the~~Cleveland ~~Company, nor~~Clinic ~~the~~believe ~~payment~~that ofa ~~any~~vaccine ~~future~~targeting ~~consideration~~AMHR2-ED bycould prevent the ~~Company~~occurrence toof ~~NCI~~ovarian cancer.

In May ~~2024~~2021, ~~based~~Cleveland onClinic ~~the~~was ~~positive clinical~~granted ~~results~~acceptance tofor ~~date~~our inovarian cancer vaccine technology into the ~~development~~NCI’s PREVENT program. The NCI is a part of ~~our~~the ~~breast~~National ~~cancer~~Institutes ~~vaccine,~~of weHealth ~~entered~~(“NIH”). ~~into~~The aPREVENT ~~Joint~~program ~~Development~~is ~~and~~a ~~Option~~peer-reviewed ~~Agreement~~agent ~~with~~development program ~~Cleveland~~designed ~~Clinic~~ to ~~collaborate~~support inpre-clinical ~~efforts~~development toof ~~develop~~innovative ~~additional~~interventions ~~vaccines~~and biomarkers for ~~the~~cancer prevention orand ~~treatment~~interception oftowards clinical ~~cancers~~trials. ~~Working~~The ~~with~~scientific ~~Cleveland Clinic~~and ~~researchers,~~financial weresources of the PREVENT program are ~~focusing~~being onused ~~the~~for ~~same~~our ~~novel~~ovarian ~~scientific~~cancer ~~mechanism~~vaccine astechnology to inperform ~~our~~virtually ~~breast~~all ~~and~~pre-clinical ~~ovarian~~research ~~cancer~~and ~~vaccines~~development, manufacturing and ~~working~~IND toenabling studies. This work is being performed ~~discover~~at ~~additional~~NCI ~~retired~~facilities, ~~proteins~~by ~~that~~NCI ~~may~~scientific bestaff ~~associated~~and with ~~other~~NCI ~~forms~~financial ofresources ~~cancer,~~and ~~specifically~~will ~~high~~require ~~incidence~~no ~~malignancies~~material infinancial expenditures by the ~~lung~~Company, ~~colon~~nor ~~and~~the ~~prostate~~payment of any future consideration by the Company to NCI.

~~Over~~In May 2024, based on the ~~next~~positive ~~several~~clinical ~~quarters, we~~results ~~expect~~to date in the development of our ~~therapeutics~~breast cancer vaccine, we entered into a Joint Development and ~~vaccines~~Option Agreement with Cleveland Clinic to becollaborate ~~the~~in ~~primary~~efforts ~~focus~~to ofdevelop additional vaccines for the ~~Company.~~prevention Asor ~~part~~treatment of cancers. ~~our~~Working ~~legacy~~with ~~operations,~~Cleveland ~~the Company~~Clinic ~~remains~~researchers, ~~engaged~~we inare ~~limited~~focusing ~~patent~~on ~~licensing~~the ~~activities~~same ofnovel ~~its~~scientific ~~various~~mechanism ~~patent~~as ~~portfolios.~~in Weour dobreast ~~not~~and ~~expect~~ovarian cancer ~~these~~vaccines, ~~activities~~and working to be adiscover ~~significant~~additional ~~part~~retired ofproteins ~~the~~that ~~Company’s~~may ~~ongoing~~be ~~operations~~associated ~~nor~~with doother weforms ~~expect~~of ~~these~~cancer, ~~activities~~specifically high toincidence ~~require~~malignancies ~~material~~in ~~financial~~the ~~resources or~~lung, ~~attention~~colon ofand ~~senior management~~prostate.

Over the ~~past~~next several ~~years~~quarters, ~~our revenue~~we ~~was~~expect ~~derived from technology licensing and~~ the ~~sale~~development of ~~patented~~our ~~technologies,~~therapeutics ~~including~~and ~~revenue~~vaccines ~~from the settlement of litigation. We have not generated any revenue~~ to ~~date~~be ~~from~~the ~~our~~primary ~~vaccine~~focus orof ~~therapeutics~~the ~~programs~~Company. InAs ~~addition,~~part of ~~while we pursue~~ our ~~vaccine~~legacy ~~and therapeutics programs~~operations, wethe ~~may~~Company ~~also~~remains ~~make~~engaged ~~investments~~ in ~~and~~limited ~~form~~patent ~~new~~licensing ~~companies~~activities toof ~~develop~~its ~~additional~~various ~~emerging~~patent ~~technologies~~portfolios. We do not expect tothese ~~begin generating~~activities ~~revenue~~to ~~with~~be ~~respect~~a tosignificant ~~any~~part of ~~our~~the ~~current~~Company’s ~~vaccine~~ongoing oroperations ~~therapy~~nor ~~programs~~do inwe ~~the~~expect ~~near~~these ~~term.~~activities ~~We hope~~ to ~~achieve a profitable outcome~~require bymaterial ~~eventually~~financial ~~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.~~attention ~~The eventual licensing~~ of ~~any~~senior ~~of our technologies may take several years, if it is to occur at all, and may depend on positive results from human clinical trials~~management.

~~Funding~~Over the past several years, our revenue was derived from technology licensing and ~~Management’s~~the ~~Plans~~sale of patented technologies, including revenue from the settlement of litigation. We have not generated any revenue to date from our vaccine or therapeutics 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 technologies. We do not expect to begin generating revenue with respect to any of our current vaccine or therapy 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 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.

~~Based on currently available information~~Funding ~~as of May 28, 2025, we believe that our existing cash, cash equivalents~~ and ~~short-term~~Management’s investments will be sufficient to fund our activities for at least the next twelve months. The Company had approximately $15,597,000 of cash, cash equivalents and short-term investments at April 30, 2025 compared to approximately $19,924,000 at October 31, 2024 which is a reduction of approximately $4,327,000 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. We have implemented a business model that conserves funds by collaborating with third parties to develop our technologies. 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.Plans

8Based on currently available information as of September 10, 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 $16,029,000 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. 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. We have implemented a business model that conserves funds by collaborating with third parties to develop our technologies. During the nine months ended July 31, 2025, we raised approximately $1,924,000, net of expenses, through an at-the-market equity offering of 611,686 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.

~~2. SIGNIFICANT ACCOUNTING POLICIES~~8

~~Basis~~2. SIGNIFICANT ofACCOUNTING ~~Presentation~~POLICIES

~~The accompanying unaudited condensed~~Basis ~~consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States~~ of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, certain information and disclosures required by generally accepted accounting principles in annual financial statements have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024. The accompanying October 31, 2024 condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by US GAAP. 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 April 30, 2025, and results of operations and cash flows for the interim periods represented. The results of operations for the three and six months ended April 30, 2025 are not necessarily indicative of the results to be expected for the year.Presentation

~~Noncontrolling~~The accompanying ~~Interest~~unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, certain information and disclosures required by US GAAP in annual financial statements have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024. The accompanying October 31, 2024 condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by US GAAP. 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 31, 2025, 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.

Noncontrolling ~~interest represents~~ Wistar’s equity ownership in Certainty and is presented as a component of equity. The following table sets forth the changes in noncontrolling interest for the six months ended April 30, 2025 (in thousands):Interest

~~SCHEDULE~~Noncontrolling interest OFrepresents ~~CHANGES~~Wistar’s INequity ~~NONCONTROLLING~~ownership ~~INTEREST~~in Certainty and is presented as a component of equity. The following table sets forth the changes in noncontrolling interest for the nine months ended July 31, 2025 (in thousands):

Balance, October 31, 2024	$	(1,110	)
Net loss attributable to noncontrolling interest		(52	)
Balance, April 30, 2025	$	(1,162	)

Revenue Recognition

Balance, October 31, 2024	$	(1,110	)
Net loss attributable to noncontrolling interest		(74	)
Balance, July 31, 2025	$	(1,184	)

~~Our revenue has been derived solely from technology licensing and the sale of patented technologies.~~ Revenue ~~is recognized upon transfer of control~~ ~~of intellectual property rights and satisfaction of other contractual performance obligations to licensees in an amount that reflects the consideration we expect to receive.~~Recognition

Our ~~revenue~~ ~~recognition~~revenue ~~policy~~has ~~requires~~been usderived tosolely ~~make~~from ~~certain~~technology ~~judgments~~licensing and ~~estimates in connection with~~ the ~~accounting~~sale ~~for revenue. Such areas may include determining the existence~~ of apatented ~~contract~~technologies. ~~and~~Revenue ~~identifying~~is ~~each~~recognized ~~party’s~~upon ~~rights and obligations to~~ transfer ~~goods and services, identifying~~ ~~the~~of ~~performance~~control ~~obligations~~of inintellectual ~~the~~property ~~contract,~~rights ~~determining the transaction price~~ and ~~allocating~~satisfaction ~~the transaction price to separate performance obligations, estimating the timing~~ of ~~satisfaction~~other ofcontractual performance obligations, ~~determining whether a promise~~ to ~~grant~~licensees ain ~~license~~an isamount ~~distinct~~that ~~from~~reflects ~~other~~the ~~promised~~consideration ~~goods~~we orexpect ~~services and evaluating whether a license transfers~~ to ~~a customer at a point in time or over time~~receive.

Our ~~revenue~~ ~~arrangements~~revenue ~~provide~~recognition ~~for~~policy ~~the~~requires ~~payment,~~us ~~within~~to 30make ~~days~~certain ofjudgments ~~execution~~and ofestimates ~~the agreement, of contractually determined, one-time, paid-up license fees~~ in ~~settlement~~connection ofwith ~~litigation and in consideration for~~ the ~~grant~~accounting ~~of certain intellectual property rights~~ for ~~patented technologies owned or controlled by the Company~~revenue. ~~These~~Such ~~arrangements~~areas may ~~typically~~ include ~~some~~determining ~~combination of~~ the ~~following:~~existence ~~(i) the grant~~ of a ~~non-exclusive, retroactive~~contract and ~~future~~identifying ~~license~~each toparty’s ~~manufacture~~rights and~~/or~~ ~~sell~~obligations ~~products~~to ~~covered~~transfer bygoods ~~patented~~and ~~technologies~~services, identifying ~~owned~~the orperformance ~~controlled~~obligations byin the ~~Company~~contract, ~~(ii)~~ adetermining ~~covenant-not-to-sue, (iii)~~ the ~~release~~transaction ofprice ~~the licensee from certain claims,~~ and ~~(iv)~~allocating the ~~dismissal~~transaction ofprice ~~any~~to ~~pending litigation. In~~separate ~~such~~performance ~~instances~~obligations, ~~the~~estimating ~~intellectual property rights granted have been perpetual in nature, extending until~~ the ~~expiration~~timing of ~~the~~satisfaction ~~related patents. Pursuant to the terms~~ of ~~these~~performance ~~agreements~~obligations, wedetermining ~~have~~whether noa ~~further~~promise ~~obligations with respect~~ to ~~the~~grant ~~granted~~a ~~intellectual property rights,~~license ~~including~~is nodistinct ~~obligation~~from toother ~~maintain~~promised orgoods ~~upgrade the technology,~~ or ~~provide future support or~~ services. ~~Licensees~~and ~~obtained~~evaluating ~~control~~whether ofa ~~the intellectual~~license ~~property~~transfers ~~rights~~to ~~they~~a ~~have~~customer ~~acquired~~at ~~upon~~a ~~execution~~point ofin ~~the~~time ~~agreement.~~or ~~Accordingly, the performance obligations from these agreements~~over ~~were satisfied and 100% of the revenue was recognized upon the execution of the agreements~~time.

~~Cost~~Our revenue arrangements provide for the payment, within 30 days of ~~Revenues~~execution of the agreement, of contractually determined, one-time, paid-up license fees in settlement of litigation and in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. These arrangements typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies owned or controlled by the Company, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. In such instances, the intellectual property rights granted have been perpetual in nature, extending until the expiration of the related patents. Pursuant to the terms of these agreements, we have no further obligations with respect to the granted intellectual property rights, including no obligation to maintain or upgrade the technology, or provide future support or services. Licensees obtained control of the intellectual property rights they have acquired upon execution of the agreement. Accordingly, the performance obligations from these agreements were satisfied and 100% of the revenue was recognized upon the execution of the agreements.

Cost ~~of revenues include the costs~~ and expenses incurred in connection with our patent licensing and enforcement activities, including inventor royalties paid to original patent owners, contingent legal fees paid to external counsel, other patent-related legal expenses paid to external counsel, licensing and enforcement related research and consulting and other expenses paid to third-parties. These costs are included under the caption “Operating costs and expenses” in the accompanying condensed consolidated statements of ~~operations.~~Revenues

9Cost of revenues include the costs and expenses incurred in connection with our patent licensing and enforcement activities, including inventor royalties paid to original patent owners, contingent legal fees paid to external counsel, other patent-related legal expenses paid to external counsel, licensing and enforcement related research and consulting and other expenses paid to third-parties. These costs are included under the caption “Operating costs and expenses” in the accompanying condensed consolidated statements of operations.

~~Research and Development Expenses~~9

Research ~~and development expenses~~ ~~consist primarily of employee compensation, payments to third parties for research~~ and ~~development~~Development activities and other direct costs associated with developing our therapeutics and vaccines. We recognize research and development expenses as incurred. Advance payments for future research and development activities are deferred and expensed as the services are performed. We recognize our preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions, clinical research organizations (“CROs”), clinical manufacturing organizations (“CMOs”), and other parties that conduct and manage various stages of research and development activities on our behalf. Fees for such services are recognized based on management’s estimates after considering the activities and tasks completed by each service provider in a given period, the time period over which services are expected to be performed, and the level of effort expended in each reporting period.Expenses

~~At each~~Research ~~balance~~and ~~sheet~~development ~~date~~expenses consist primarily of employee compensation, ~~management~~payments ~~estimates~~to ~~prepaid~~third ~~and~~parties ~~accrued~~for research and development activities and other direct costs byassociated ~~discussing~~with ~~progress~~developing orour ~~stage~~therapeutics ofand ~~completion~~vaccines. We recognize research and development expenses as incurred. ofAdvance ~~activities~~payments ~~with~~for ~~internal~~future ~~personnel~~research and ~~external~~development ~~service~~activities ~~providers,~~are deferred and ~~comparing~~expensed ~~this~~as ~~information~~the services are performed. We recognize our preclinical studies and clinical trial expenses based on the services performed pursuant to ~~payments~~contracts ~~made~~with research institutions, clinical ~~invoices~~research ~~received~~organizations (“CROs”), clinical manufacturing organizations (“CMOs”), and other parties that conduct and ~~the~~manage ~~agreed-upon~~various ~~contractual~~stages ~~fee~~of toresearch beand ~~paid~~development activities on our behalf. Fees for such services are recognized based on management’s estimates after considering the activities and tasks completed by each service provider in a given period, the ~~applicable~~time period ~~contract~~over orwhich ~~statements~~services are expected to be performed, and the level of ~~work~~effort expended in each reporting period.

~~In addition,~~At weeach ~~allocate~~balance ~~certain~~sheet ~~internal~~date, ~~compensation~~management ~~costs~~estimates toprepaid and accrued research and development ~~expenses~~costs ~~based~~by ondiscussing ~~management’s~~progress ~~estimates~~or stage of ~~each employee’s~~completion ~~time~~of activities with internal personnel and ~~effort~~external ~~expended~~service providers, and comparing this information to payments made, invoices received, and the agreed-upon contractual fee to be paid for such services in the applicable contract or statements of work.

~~Investment~~In addition, ~~Policy~~we allocate certain internal compensation costs to research and development expenses based on management’s estimates of each employee’s time and effort expended.

~~The Company’s investment~~Investment policy is designed to optimize returns while managing risk and liquidity. The policy allows for investments in a diversified range of financial instruments, including U.S. government debt securities with fixed maturities and contractual cash flows, as well as alternative investments such as Bitcoin and Bitcoin-based exchange traded funds (collectively, the “Bitcoin Assets”).Policy

The Company’s ~~acquires~~investment ~~U.S.~~policy ~~government debt~~is ~~securities~~designed ~~that~~to itoptimize ~~has~~returns ~~the~~while ~~positive~~managing ~~intent~~risk and ~~ability~~liquidity. toThe ~~hold~~policy toallows ~~maturity.~~for ~~These~~investments in ~~securities~~a ~~are~~diversified ~~recorded~~range atof ~~amortized~~financial ~~cost~~instruments, ~~net of~~including ~~any~~U.S. ~~applicable~~government ~~discount~~debt ~~which~~securities iswith ~~amortized~~fixed tomaturities ~~interest income,~~ and ~~are~~contractual ~~accounted~~cash flows, ~~for~~ as ~~held-to-maturity~~well ~~securities.~~as ~~The~~alternative ~~Company’s Bitcoin~~investments ~~Assets~~such ~~are~~as ~~measured~~Bitcoin atand ~~fair value~~ Bitcoin-based onexchange ~~quoted~~traded ~~prices~~funds on(collectively, ~~active exchanges. The Company recognizes changes in~~ the ~~fair value of~~ “Bitcoin Assets ~~as gains or losses in the statement of operations during the period in which they occur~~”).

3The Company acquires U.S. ~~STOCK~~government debt securities that it has the positive intent and ability to hold to maturity. These securities are recorded at amortized cost, net of any applicable discount which is amortized to interest income, and are accounted for as held-~~BASED~~to-maturity securities. ~~COMPENSATION~~The Company’s Bitcoin Assets are measured at fair value based on quoted prices on active exchanges. The Company recognizes changes in the fair value of Bitcoin Assets as gains or losses in the statement of operations during the period in which they occur.

~~The Company maintains stock equity~~3. ~~incentive plans under which the Company may grant incentive stock options, non~~STOCK-~~qualified~~BASED ~~stock options, stock appreciation rights, stock awards, performance awards, or stock units to employees, directors and consultants.~~COMPENSATION

~~Stock~~The Company ~~Option~~maintains ~~Compensation~~stock ~~Expense~~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.

~~We account for stock options granted~~Stock toOption ~~employees, directors and consultants using the accounting guidance in ASC 718, Stock~~ Compensation. We estimate the fair value of service-based stock options on the date of grant, using the Black-Scholes pricing model, and recognize compensation expense over the requisite service period of the grant. We recorded stock-based compensation expense related to service-based stock options granted to employees and directors of approximately $962,000 and $1,238,000 during the three months ended April 30, 2025 and 2024, respectively, and approximately $1,993,000 and $2,346,000 during the six months ended April 30, 2025 and 2024, respectively.Expense

~~The~~We account ~~compensation cost~~ for ~~service-based~~ stock options granted to ~~consultants~~employees, isdirectors ~~measured~~and atconsultants using the ~~grant~~accounting ~~date~~guidance in ASC 718, ~~based~~Stock onCompensation. We estimate the fair value of service-based stock options on the ~~award~~date of grant, using the Black-Scholes pricing model, and isrecognize compensation ~~expensed~~expense ~~on a straight-line basis~~ over the requisite service period ~~(the vesting period~~ of the ~~stock option) which is one to three years~~grant. We recorded stock-based ~~consulting~~compensation expense related to service-based stock options granted to ~~consultants~~employees and directors of approximately $26829,000 and $221,094,000 during the three months ended ~~April~~July 3031, 2025 and 2024, respectively, and approximately $502,~~000~~822,000 and $783,~~000~~440,000 during the ~~six~~nine months ended ~~April~~July 3031, 2025 and 2024, respectively.

10The compensation cost for service-based stock options granted to consultants is measured at the grant date, based on the fair value of the award using the Black-Scholes pricing model, and is expensed on a straight-line basis over the requisite service period (the vesting period of the stock option) which is one to three years. 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.

~~Stock Option Activity~~10

~~During the three months ended~~Stock ~~April~~Option 30, 2025 and 2024, we granted options to purchase 0 shares and 15,000 shares of common stock, respectively, and during the six months ended April 30, 2025 and 2024, we granted options to purchase 1,355,000 shares and 1,350,000 shares of common stock, respectively, to employees and consultants, with exercise prices ranging from $2.37 to $4.39 per share, pursuant to the Anixa Biosciences, Inc. 2018 Share Incentive Plan (the “2018 Share Plan”). During the three and six months ended April 30, 2025, no stock options were exercised. During the three and six months ended April 30, 2024, stock options to purchase 19,999 shares and 43,999 shares of common stock, respectively, were exercised on a cash basis, with aggregate proceeds of approximately $57,000 and $124,000, respectively.Activity

~~Stock~~During the ~~Option~~three ~~Plans~~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. 2018 Share Incentive Plan (the “2018 Share Plan”).

During the three and ~~six~~nine months ended ~~April~~July 3031, 2025, westock ~~had~~options ~~two~~to purchase 685 shares of common stock ~~option~~were ~~plans:~~exercised ~~the~~on ~~Anixa~~a ~~Biosciences~~cash basis, ~~Inc.~~with aggregate ~~2010~~proceeds ~~Share~~of ~~Incentive~~approximately ~~Plan~~$2,000. (During the ~~“2010~~three ~~Share Plan”)~~ and ~~the~~nine ~~2018~~months ~~Share~~ended ~~Plan~~July 31, ~~which~~2025, ~~were~~stock ~~adopted~~options byto ~~our~~purchase ~~Board~~35,000 shares of ~~Directors~~common stock, of which 21,642 shares of common stock were withheld, were exercised on a cashless basis. During the three months ended July 1431, ~~2010~~2024, ~~and~~stock ~~January~~options 25to purchase 80,000 ~~2018~~shares of common stock were exercised on a cash basis, ~~respectively.~~with ~~The~~aggregate ~~2018~~proceeds ~~Share~~of approximately ~~Plan~~$194,000. ~~was~~During ~~approved~~the bynine ~~our~~months ~~shareholders~~ended July 31, 2024, stock options to purchase 123,999 shares of common stock were exercised on ~~March~~a 29cash basis, ~~2018~~with aggregate proceeds of approximately $318,000.

~~2010~~Stock Option ~~Share Plan~~Plans

~~The 2010 Share Plan provided for~~During the ~~grant~~three ofand ~~nonqualified~~nine ~~stock~~months ~~options,~~ended ~~stock~~July ~~appreciation rights~~31, ~~stock awards~~2025, ~~performance~~we ~~awards~~had ~~and~~two stock ~~units~~option toplans: ~~employees,~~the ~~directors and~~Anixa ~~consultants~~Biosciences, Inc. In2010 ~~accordance~~Share ~~with~~Incentive ~~the~~Plan ~~provisions of~~ (the “2010 Share Plan,”) and the ~~plan~~2018 ~~terminated~~Share ~~with~~Plan, ~~respect~~which towere ~~the~~adopted ~~ability~~by toour ~~grant~~Board ~~future awards~~of Directors on July 14, ~~2020.~~2010 ~~Information~~and ~~regarding~~January ~~the~~25, 2018, ~~2010~~respectively. The 2018 Share Plan ~~for~~was ~~the~~approved ~~six~~by ~~months~~our ~~ended~~shareholders ~~April~~on 30March 29, ~~2025 is as follows:~~2018.

~~SCHEDULE~~2010 Share ~~OF OPTION ACTIVITY~~Plan

	Shares		Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)
Options outstanding at October 31, 2024		986,968	$	2.77
Options outstanding and exercisable at April 30, 2025		986,968	$	2.77	$	531

The 2010 Share Plan provided for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to employees, directors and consultants. In accordance with the provisions of the 2010 Share Plan, the plan terminated with 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:

~~The~~ SCHEDULE ~~following~~OF ~~table~~OPTION ~~summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of April 30, 2025:~~ACTIVITY

SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE

	Shares			Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)
Options outstanding at October 31, 2024		986,968		$	2.77
Granted		1,430,000			2.41
Exercised		(685	)		2.92
Forfeited/expired		(90,000	)		3.54
Options outstanding and exercisable at July 31, 2025		986,283		$	2.77	$	650

Range of Exercise Prices		Number Outstanding and Exercisable		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	0.67 - $2.27		316,000		2.3	$	1.11
$	2.58 - $3.13		251,968		0.8	$	2.93
$	3.46 - $5.30		419,000		3.0	$	3.93

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

~~2018~~ SCHEDULE ~~Share~~OF ~~Plan~~OPTIONS OUTSTANDING AND EXERCISABLE

The 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 April 30, 2025, the 2018 Share Plan had 645,000 shares available for future grants. Information regarding the 2018 Share Plan for the six months ended April 30, 2025 is as follows:

Range of Exercise Prices		Number Outstanding and Exercisable		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	0.67 - $2.27		316,000		2.0	$	1.11
$	2.58 - $3.13		251,283		0.6	$	2.93
$	3.46 - $5.30		419,000		2.7	$	3.93

~~SCHEDULE OF OPTION ACTIVITY~~11

	Shares			Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)
Options outstanding at October 31, 2024		11,171,094		$	3.74
Granted		1,355,000			2.37
Forfeited/expired		(25,000	)		3.96
Options outstanding at April 30, 2025		12,501,094		$	3.59	$	692
Options exercisable at April 30, 2025		8,636,208		$	3.56	$	192

2018 Share Plan

11The 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:

~~The~~ SCHEDULE ~~following~~OF ~~table~~OPTION ~~summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of April 30, 2025:~~ACTIVITY

SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE

	Shares			Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)
Options outstanding at October 31, 2024		11,171,094		$	3.74
Granted		1,430,000			2.41
Exercised		(35,000	)		2.09
Forfeited/expired		(90,000	)		3.54
Options outstanding at July 31, 2025		12,476,094		$	3.59	$	1,707
Options exercisable at July 31, 2025		8,943,235		$	3.61	$	972

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	2.09 - $3.87		6,663,879		6.0	$	3.06		5,338,739		5.1	$	3.20
$	4.02 - $5.30		5,837,215		7.0	$	4.20		3,297,469		6.8	$	4.14

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

~~Employee~~ SCHEDULE ~~Stock~~OF ~~Purchase~~OPTIONS ~~Plan~~OUTSTANDING AND EXERCISABLE

The Company maintains the Anixa Biosciences, Inc. Employee Stock Purchase Plan (the “ESPP”) which permits eligible employees 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 six months ended April 30, 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 .

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	2.09 - $3.87		6,638,879		5.7	$	3.06		5,439,960		5.0	$	3.19
$	4.02 - $5.30		5,837,215		6.7	$	4.20		3,503,275		6.6	$	4.25

~~Warrants~~Employee Stock Purchase Plan

AsThe Company ofmaintains ~~April~~the ~~30,~~Anixa ~~2025~~Biosciences, weInc. ~~had~~Employee ~~warrants outstanding~~Stock Purchase Plan (the “ESPP”) which permits eligible employees to purchase ~~300,000~~ shares at not less than 85% of the market value of the Company’s common stock aton ~~$6.56~~the ~~per~~offering ~~share~~date or the purchase date of the applicable semi-annual offering period, ~~issued~~whichever ~~during~~is ~~fiscal~~lower. ~~year~~The ~~2021~~ESPP was adopted by our Board of Directors on August 13, 2018 and ~~expiring~~approved by our shareholders on ~~March~~September 2227, ~~2026~~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 .

~~Information regarding the Company’s warrants for the six months ended April 30, 2025 is as follows:~~Warrants

~~SCHEDULE~~As OFof ~~WARRANTS~~July ~~ACTIVITY~~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.

	Shares		Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value
Warrants outstanding at October 31, 2024		300,000	$	6.56
Warrants outstanding and exercisable at April 30, 2025		300,000	$	6.56	$	0

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

~~The~~ SCHEDULE ~~following~~OF ~~table~~WARRANTS ~~summarizes information about the Company’s outstanding and exercisable warrants as of April 30, 2025:~~ACTIVITY

SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS

	Shares		Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value
Warrants outstanding at October 31, 2024		300,000	$	6.56
Warrants outstanding and exercisable at July 31, 2025		300,000	$	6.56	$	0

Range of Exercise Prices				Number Outstanding and Exercisable				Weighted Average Remaining Contractual Life (in years)				Weighted Average Exercise Price
$	6.56				300,000				0.9			$	6.56

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

~~During~~ SCHEDULE ~~the~~OF ~~three~~OUTSTANDING ~~and~~AND ~~six~~EXERCISABLE months ended April 30, 2025, we did not issue any stock awards. During the three and six months ended April 30, 2024, we issued 29,336 shares and 29,336 shares of common stock, respectively, to consultants providing investor relations services, and recorded expense of approximately $96,000 and $96,000, respectively.WARRANTS

Range of Exercise Prices				Number Outstanding and Exercisable				Weighted Average Remaining Contractual Life (in years)				Weighted Average Exercise Price
$	6.56				300,000				0.6			$	6.56

~~Treasury stock~~Stock Awards

During the ~~fiscal~~three ~~year~~ and nine months ended ~~October~~July 31, ~~2024~~2025, ~~the~~we ~~Company~~did ~~purchased~~not ~~2,000 shares~~issue ofany ~~its common~~ stock ~~as treasury stock~~awards. ~~The~~During ~~shares~~the ~~were~~three ~~purchased~~and atnine anmonths ~~average~~ended ~~cost~~July of31, ~~$3.17~~2024, ~~per~~we ~~share~~issued ~~for a total cost of approximately $6~~60,000~~. The~~ ~~repurchases~~shares ~~were~~and ~~made~~89,336 asshares ~~part~~ of acommon stock, ~~buyback~~respectively, ~~program~~to ~~approved~~consultants byproviding ~~our~~investor ~~Board~~relations ~~of Directors on July 11~~services, ~~2024. The treasury shares were accounted for under the cost method~~ and ~~were~~ recorded ~~as a reduction in shareholders’ equity in the condensed~~ ~~consolidated~~expense ~~balance~~of ~~sheet.~~approximately ~~During~~$62,000 ~~the~~and ~~three months ended April 30~~$158, ~~2025~~000, ~~the Company cancelled the treasury shares resulting in a reduction in shares outstanding and paid-in capital~~respectively.

~~4. FAIR VALUE MEASUREMENTS~~Treasury stock

USDuring the ~~GAAP~~fiscal ~~defines~~year ~~fair~~ended ~~value~~October ~~and establishes~~31, a2024, ~~framework~~the ~~for~~Company ~~measuring~~purchased ~~fair~~2,000 ~~value~~shares of its common stock as treasury stock. WeThe ~~have~~shares ~~categorized~~were ~~our~~purchased at ~~financial~~an ~~assets~~average ~~and~~cost ~~liabilities~~of $3.17 per share for a total cost of approximately $6,000. ~~based~~The onrepurchases ~~the~~were ~~priority~~made as part of ~~the~~a stock buyback ~~inputs~~program toapproved ~~the~~by ~~valuation~~our ~~technique,~~Board ~~into~~of aDirectors ~~three-level~~on ~~fair~~July ~~value~~11, ~~hierarchy~~2024, asthat ~~set~~has ~~forth~~subsequently ~~below~~expired. IfThe ~~the~~treasury ~~inputs~~shares ~~used~~were toaccounted ~~measure~~for under the ~~financial instruments~~cost ~~fall~~method ~~within~~and ~~different~~were ~~levels~~recorded ofas ~~the~~a ~~hierarchy,~~reduction in shareholders’ equity in the ~~categorization~~condensed isconsolidated ~~based~~balance onsheet. In March 2025, the ~~lowest~~Company ~~level~~cancelled ~~input~~the ~~that~~treasury isshares ~~significant~~resulting ~~to the~~in ~~fair~~a ~~value~~reduction ~~measurement~~in ofshares ~~the~~outstanding ~~instrument~~and paid-in capital.

~~Financial assets and liabilities~~4. ~~recorded~~FAIR inVALUE ~~the accompanying condensed consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:~~MEASUREMENTS

~~Level~~US GAAP 1defines –fair ~~Financial~~value ~~instruments whose~~and ~~values~~establishes ~~are~~a ~~based~~framework onfor ~~unadjusted~~measuring ~~quoted~~fair ~~prices~~value. ~~for~~We ~~identical~~have categorized our financial assets orand liabilities, based inon anthe ~~active~~priority ~~market~~of ~~which~~the weinputs ~~have~~to the ~~ability~~valuation technique, into a three-level fair value hierarchy as set forth below. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level ~~access~~input atthat is significant to the fair value measurement ~~date~~of the instrument.

~~Level 2 –~~ Financial ~~instruments~~ ~~whose~~assets ~~values~~and ~~are~~liabilities ~~based~~recorded ~~on quoted market prices~~ in ~~markets~~the ~~where~~accompanying ~~trading~~condensed ~~occurs~~consolidated ~~infrequently~~balance orsheets ~~whose values~~ are categorized based on ~~quoted~~the ~~prices of~~inputs ~~instruments~~to ~~with~~the valuation ~~similar~~techniques ~~attributes~~as ~~in active markets.~~follows:

Level 1 3 – Financial instruments whose values are based on ~~prices~~unadjusted orquoted ~~valuation~~prices ~~techniques~~for ~~that~~identical ~~require~~assets ~~inputs~~or ~~that~~liabilities ~~are~~in ~~both~~an ~~unobservable~~active ~~and significant to the overall~~market ~~fair~~which ~~value~~we ~~measurement.~~have ~~These inputs reflect management’s own assumptions about~~ the ~~assumptions~~ability ato ~~market~~access ~~participant~~at ~~would use in pricing~~ the ~~instrument~~measurement date.

~~The~~Level 2 ~~following~~– ~~table~~Financial ~~presents~~instruments ~~the hierarchy~~whose ~~for~~values ~~our~~are ~~financial~~based ~~assets~~on ~~measured~~quoted atmarket ~~fair~~prices ~~value~~in onmarkets awhere ~~recurring~~trading ~~basis~~occurs asinfrequently or whose values are based on quoted prices of ~~April~~instruments ~~30,~~with ~~2025~~similar (attributes in ~~thousands):~~active markets.

~~SCHEDULE~~Level 3 OF– ~~FINANCIAL~~Financial ~~ASSETS~~instruments ~~MEASURED~~whose ATvalues ~~FAIR~~are ~~VALUE~~based ONon Aprices ~~RECURRING~~or ~~BASIS~~valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the instrument.

	Level 1		Level 2		Level 3		Total
Money market funds:
Cash equivalents	$	1,809	$	-	$	-	$	1,809
Bitcoin exchange traded funds:
Short-term investments		-		10		-		10
U.S. treasury bills:
Short-term investments		-		13,677		-		13,677
Total financial assets	$	1,809	$	13,687	$	-	$	15,496

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

~~The~~ SCHEDULE ~~following~~OF ~~table~~FINANCIAL ~~presents~~ASSETS ~~the hierarchy~~MEASURED ~~for~~AT ~~our~~FAIR ~~financial~~VALUE ~~assets~~ON ~~measured~~A atRECURRING ~~fair value on a recurring basis as of October 31, 2024 (in thousands):~~BASIS

	Level 1		Level 2		Level 3		Total
Money market funds:
Cash equivalents	$	1,~~170~~448	$	-	$	-	$	1,~~170~~448
Bitcoin exchange traded funds:
Short-term investments		-		12		-		12
U.S. treasury bills:
Short-term investments		-		1814,~~653~~522		-		1814,~~653~~522
Total financial assets	$	1,~~170~~448	$	1814,~~653~~534	$	-	$	1915,~~823~~982

Our non-financial assets that are measured at fair value on a non-recurring basis are property and equipment and other assets which are measured using fair value techniques whenever events or changes in circumstances indicate a condition of impairment exists. The estimated fair value of prepaid expenses and other current assets, accounts payable and accrued expenses approximates their individual carrying amounts due to the short-term nature of these measurements. Cash equivalents are stated at carrying value which approximates fair value.13

13The following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2024 (in thousands):

5. ACCRUED EXPENSES

	Level 1		Level 2		Level 3		Total
Money market funds:
Cash equivalents	$	1,170	$	-	$	-	$	1,170
U.S. treasury bills:
Short-term investments		-		18,653		-		18,653
Total financial assets	$	1,170	$	18,653	$	-	$	19,823

~~Accrued~~Our non-financial ~~expenses~~assets ~~consist~~that are measured at fair value on a non-recurring basis are property and equipment and other assets which are measured using fair value techniques whenever events or changes in circumstances indicate a condition of ~~the~~impairment exists. The estimated fair ~~following~~value asof prepaid expenses and other current assets, accounts payable and accrued expenses approximates their individual carrying amounts due to the short-term nature of: these measurements. Cash equivalents are stated at carrying value which approximates fair value.

~~SCHEDULE OF~~ 5. ACCRUED EXPENSES

	April 30,		October 31,
	2025		2024
	(in thousands)
Payroll and related expenses	$	721	$	1,126
Accrued royalty and contingent legal fees		626		626
Accrued other		219		194
Accrued expenses	$	1,566	$	1,946

Accrued expenses consist of the following as of:

6. SCHEDULE ~~NET LOSS PER SHARE~~ OF ~~COMMON~~ACCRUED ~~STOCK~~EXPENSES

Basic net loss per common share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share (“Diluted EPS”) is computed by dividing net loss by the weighted average number of common shares and dilutive common share equivalents and convertible securities then outstanding. Diluted EPS for all periods presented is the same as Basic EPS, as the inclusion of the effect of common share equivalents then outstanding would be anti-dilutive. For this reason, excluded from the calculation of Diluted EPS for the six months ended April 30, 2025 and 2024, were stock options to purchase 13,488,062 shares and 12,422,094 shares, respectively, and warrants to purchase 300,000 shares and 300,000 shares, respectively.

	July 31,		October 31,
	2025		2024
	(in thousands)
Payroll and related expenses	$	865	$	1,126
Accrued royalty and contingent legal fees		626		626
Accrued other		260		194
Accrued expenses	$	1,751	$	1,946

76. NET ~~EFFECT~~LOSS OFPER ~~RECENTLY~~SHARE ~~ADOPTED~~OF ~~AND~~COMMON ~~ISSUED PRONOUNCEMENTS~~STOCK

InBasic net ~~November~~loss ~~2023,~~per common share (“Basic EPS”) is computed by dividing net loss by the ~~FASB~~weighted ~~issued~~average ~~Accounting~~number ~~Standards~~of ~~Update~~common ~~2023-07,~~shares ~~Segment~~outstanding. ~~Reporting~~Diluted net loss per common share (~~Topic~~“Diluted ~~280~~EPS”): ~~Improvements~~is tocomputed ~~Reportable~~by ~~Segment~~dividing ~~Disclosures,~~net toloss ~~provide~~by ~~more~~the ~~disaggregated~~weighted ~~expense~~average ~~information about~~number aof ~~public~~common ~~entity’s~~shares ~~reportable~~and ~~segments.~~dilutive ~~The~~common ~~amendments~~share inequivalents ~~this~~and ~~update~~convertible ~~should~~securities bethen ~~applied~~outstanding. ~~retrospectively~~Diluted ~~and~~EPS ~~are~~for ~~effective~~all ~~for~~periods ~~fiscal~~presented ~~years~~is ~~beginning~~the ~~after~~same ~~December~~as ~~15,~~Basic ~~2023~~EPS, ~~and~~as ~~interim~~the ~~periods~~inclusion ~~beginning~~of ~~after~~the ~~December~~effect ~~15,~~of ~~2024~~common share equivalents then outstanding would be anti-dilutive. WeFor ~~are~~this reason, ~~currently~~excluded ~~evaluating~~from the ~~impact~~ calculation of ~~this~~Diluted ~~guidance~~EPS onfor ~~our~~the ~~consolidated~~nine ~~financial~~months ~~statements~~ended July 31, 2025 and ~~related~~2024, ~~disclosures~~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.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid7. ~~The amendments in this~~ ~~update~~EFFECT ~~should~~OF beRECENTLY ~~applied~~ADOPTED ~~prospectively,~~AND ~~with~~ISSUED an option to apply them retrospectively, and are effective for fiscal years beginning after December 15, 2024 for public entities. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.PRONOUNCEMENTS

In November ~~March 2024~~2023, the FASB issued Accounting Standards Update ~~2024~~2023-0307, ~~Income~~Segment ~~Statement—~~Reporting ~~Comprehensive Income—Expense Disaggregation Disclosures~~ (~~Subtopic 220-40~~Topic 280): ~~Disaggregation~~Improvements ofto ~~Income~~Reportable ~~Statement Expenses~~Segment Disclosures, to ~~improve~~provide ~~the~~more ~~disclosures~~disaggregated expense information about a public ~~business~~ entity’s ~~expenses~~reportable ~~and to provide more detailed information about the types of expenses in commonly presented expense captions~~segments. The amendments in this update should be applied ~~either prospectively or~~ retrospectively, and are effective for fiscal years beginning after December 15, ~~2026~~2023, and interim periods beginning after December 15, ~~2027~~2024. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

8In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ~~INCOME~~The ~~TAXES~~amendments in this update should be applied prospectively, with an option to apply them retrospectively, and are effective for fiscal years beginning after December 15, 2024 for public entities. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

We recognize deferred tax assets and liabilities for the estimated future tax effects of events that have been recognized in our financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized. We have provided a full valuation allowance against our deferred tax asset due to our historical pre-tax losses and the uncertainty regarding the realizability of these deferred tax assets.14

WeIn March ~~have~~2024, ~~substantial~~the ~~net~~FASB ~~operating loss~~issued ~~carryforwards~~Accounting ~~for~~Standards ~~Federal~~Update ~~and~~2024-03, ~~California~~Income ~~income~~Statement—Reporting ~~tax~~Comprehensive ~~returns.~~Income—Expense Disaggregation ~~These~~Disclosures ~~net~~(Subtopic ~~operating~~220-40): ~~loss~~Disaggregation ~~carryforwards~~of ~~could~~Income beStatement ~~subject~~Expenses, to ~~limitations under~~improve ~~Internal~~the ~~Revenue~~disclosures ~~Code~~about ~~section~~a ~~382,~~public business ~~the~~entity’s ~~effects~~expenses ofand ~~which~~to ~~have~~provide ~~not~~more ~~been~~detailed ~~determined~~information byabout the ~~Company.~~types Weof ~~have~~expenses noin ~~unrecognized~~commonly ~~income~~presented expense captions. ~~tax~~The ~~benefits~~amendments asin ofthis ~~April~~update ~~30,~~should ~~2025~~be ~~and~~applied ~~October~~either ~~31,~~prospectively ~~2024~~or retrospectively, and weare ~~account~~effective for ~~interest~~fiscal years beginning after December 15, 2026, and ~~penalties~~interim ~~related~~periods tobeginning ~~income~~after ~~tax~~December ~~matters~~15, if2027. ~~any,~~We are currently evaluating the impact of this guidance inon ~~general~~our consolidated financial statements and ~~administrative~~related ~~expenses~~disclosures.

148. INCOME TAXES

9We recognize deferred tax assets and liabilities for the estimated future tax effects of events that have been recognized in our financial statements or tax returns. ~~LEASES~~Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized. We have provided a full valuation allowance against our deferred tax asset due to our historical pre-tax losses and the uncertainty regarding the realizability of these deferred tax assets.

We ~~lease approximately 2,000 square~~ ~~feet~~have ofsubstantial ~~office~~net ~~space~~operating atloss ~~3150~~carryforwards ~~Almaden~~for ~~Expressway,~~Federal ~~San~~and ~~Jose,~~ California ~~(our~~income ~~principal~~tax ~~executive~~returns. ~~offices)~~These ~~from~~net anoperating ~~unrelated~~loss ~~party pursuant~~carryforwards tocould anbe ~~operating~~subject ~~lease~~to ~~that,~~limitations asunder ~~amended,~~Internal ~~will~~Revenue ~~expire~~Code onsection ~~September 30~~382, ~~2027, with an option to extend~~ the ~~lease~~effects anof ~~additional~~which ~~two~~have ~~years. The~~not ~~base~~been ~~rent~~determined isby ~~approximately $5,000 per month and~~ the ~~lease provides for annual increases of approximately 3% and an escalation clause~~Company. ~~for~~We ~~increases~~have inno ~~certain~~unrecognized ~~operating~~income ~~costs.~~tax ~~The~~benefits ~~lease,~~ as ~~amended, resulted in a right-~~of~~-use~~ ~~asset~~July ~~and lease liability of approximately $250~~31,~~000~~ ~~with~~2025 aand ~~discount~~October ~~rate of 12%. Rent expense was approximately $16~~31,~~000~~ 2024 and ~~$17,000,~~we ~~respectively,~~account for ~~the~~interest ~~three~~and ~~months~~penalties ~~ended April~~related ~~30,~~to ~~2025~~income ~~and~~tax ~~2024~~matters, ~~and~~if ~~approximately $31~~any,~~000~~ ~~and~~in ~~$33,000,~~general ~~respectively, for the six months ended April 30 2025~~ and ~~2024~~administrative expenses.

~~For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments~~9. ~~The remaining 53-month lease term~~ as of April 30, 2025 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. All right-of-use assets are reviewed for impairment when indications of impairment are present.LEASES

AsWe lease approximately 2,000 square feet of ~~April~~office space at 3150 Almaden Expressway, San Jose, California (our principal executive offices) from an unrelated party pursuant to an operating lease that, as amended, will expire on September 30, ~~2025~~2027, ~~the~~with ~~annual~~an option to extend ~~minimum~~the ~~future~~lease an additional two years. The base rent is approximately $5,000 per month and the lease ~~payments~~provides for annual increases of ~~our~~approximately 3% and an escalation clause for increases in certain operating ~~lease~~costs. ~~liability~~The ~~were~~lease, as ~~follows~~amended, (resulted in ~~thousands):~~a right-of-use asset and lease liability of approximately $250,000 with a discount rate of 12%. 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.

~~SCHEDULE~~For operating OFleases, ~~MINIMUM~~the ~~LEASE~~lease ~~PAYMENTS~~ 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 two-year option period that the Company is reasonably certain to exercise. All right-of-use assets are reviewed for impairment when indications of impairment are present.

For Years Ended October 31,	Operating Leases
2025 (remaining)	$	31
2026		63
2027		64
2028		66
2029		63
Total future minimum lease payments, undiscounted		287
Less: Imputed interest		66
Present value of future minimum lease payments	$	221
Balance as of April 30, 2025:
Operating lease liability	$	37
Operating lease liability, non-current		184
Total	$	221

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

~~10.~~ SCHEDULE ~~COMMITMENTS~~OF ~~AND~~MINIMUM ~~CONTINGENCES~~LEASE PAYMENTS

Litigation Matters

For Years Ended October 31,	Operating Leases
2025 (remaining)	$	15
2026		63
2027		64
2028		66
2029		63
Total future minimum lease payments, undiscounted		271
Less: Imputed interest		58
Present value of future minimum lease payments	$	213

Balance as of July 31, 2025:
Operating lease liability, current	$	39
Operating lease liability, non-current		174
Total	$	213

Other than lawsuits related to the enforcement of our patent rights, we are not a party to any material pending legal proceedings, nor are we aware of any pending litigation or legal proceeding against us that would have a material adverse effect upon our results of operations or financial condition.15

~~License~~10. COMMITMENTS ~~Commitments~~AND CONTINGENCES

~~As of April 30, 2025, our commitments~~Litigation ~~under certain technology license agreements related to our therapeutic and vaccine development programs for the next twelve months were approximately $150,000.~~Matters

~~Research~~Other than &lawsuits ~~Development~~related ~~Agreements~~to the enforcement of our patent rights, we are not a party to any material pending legal proceedings, nor are we aware of any pending litigation or legal proceeding against us that would have a material adverse effect upon our results of operations or financial condition.

~~We have entered into certain research~~License 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 April 30, 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 $3.3 million and such payments may be made over up to a 5five-year period.Commitments

15As of July 31, 2025, our commitments under certain technology license agreements related to our therapeutic and vaccine development programs for the next twelve months were approximately $150,000.

~~11.~~Research & ~~SEGMENT~~Development ~~INFORMATION~~Agreements

We have ~~follow~~entered ~~the~~into ~~accounting~~certain ~~guidance of~~research ~~ASC~~and ~~280~~development ~~“Segment~~agreements ~~Reporting”~~with ~~(“ASC~~various ~~280”).~~collaboration ~~Reportable~~partners ~~operating~~and ~~segments~~third-party ~~are~~vendors ~~determined~~related ~~based~~to i) on the ~~management approach.~~manufacturing ~~The~~of ~~management~~materials ~~approach,~~necessary asfor ~~defined~~the byexpected ~~ASC~~Phase ~~280,~~2 isclinical ~~based~~trial onof ~~the~~our ~~way~~breast ~~that~~cancer ~~the~~vaccine, ~~chief~~ii) ~~operating~~the ~~decision-maker~~discovery ~~organizes~~of new ~~the~~vaccine ~~segments within~~targets anin ~~enterprise~~high ~~for~~incidence ~~making~~malignancies ~~operating~~in ~~decisions~~prostate, lung and ~~assessing~~colon ~~performance.~~and ~~While~~iii) ~~our~~the ~~results~~further development of ~~operations~~our ~~are~~CAR-T ~~primarily reviewed~~technology. onAs aof ~~consolidated~~July ~~basis~~31, ~~the~~2025, ~~chief~~future ~~operating~~payments ~~decision-maker manages~~ the ~~enterprise~~Company inmay ~~three~~make ~~reportable~~under ~~segments~~these agreements, ~~each~~dependent ~~with different operating and potential revenue generating characteristics: (i) Cancer Vaccines~~upon, ~~(ii)~~among ~~CAR-T~~other ~~Therapeutics~~things, ~~and~~development ~~(iii) Other. The following~~of ~~represents~~analytical ~~selected~~methods, ~~financial~~formulation ~~information~~feasibility ~~for~~studies, ~~our~~stability ~~segments~~testing ~~for the three~~ and ~~six~~results ~~months~~of ~~ended~~manufacturing ~~April 30~~processes, ~~2025~~may ~~and~~be ~~2024~~approximately $1.8 million and assuch ofpayments ~~April 30,~~may ~~2025~~be ~~and~~made ~~October~~over ~~31,~~up ~~2024~~to ~~(in~~a ~~thousands):~~three-year period.

~~SCHEDULE OF~~ 11. SEGMENT INFORMATION

	For the Three Months Ended April 30,						For the Six Months Ended April 30,
	2025			2024			2025			2024
Net loss:
Cancer Vaccines	$	(1,879	)	$	(1,713	)	$	(3,897	)	$	(3,469	)
CAR-T Therapeutics		(925	)		(1,444	)		(2,101	)		(2,970	)
Other		(9	)		(23	)		(28	)		(31	)
Total	$	(2,813	)	$	(3,180	)	$	(6,026	)	$	(6,470	)
Net loss	$	(2,813	)	$	(3,180	)	$	(6,026	)	$	(6,470	)
Total operating costs and expenses	$	3,003		$	3,467		$	6,389		$	7,076
Less non-cash stock-based compensation		(988	)		(1,260	)		(2,043	)		(2,520	)
Operating costs and expenses excluding non-cash stock-based compensation	$	2,015		$	2,207		$	4,346		$	4,556
Operating costs and expenses excluding non-cash stock-based compensation:
Cancer Vaccines	$	1,364		$	1,160		$	2,831		$	2,373
CAR-T Therapeutics		643			1,026			1,491			2,154
Other		8			21			24			29
Total	$	2,015		$	2,207		$	4,346		$	4,556
Operating costs and expenses excluding non-cash stock-based compensation	$	2,015		$	2,207		$	4,346		$	4,556

We 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):

	April 30, 2025		October 31, 2024
Total assets:
Cancer Vaccines	$	11,446	$	12,917
CAR-T Therapeutics		5,433		8,535
Other		98		139
Total	$	16,977	$	21,591
Total assets	$	16,977	$	21,591

SCHEDULE OF SEGMENT INFORMATION

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

	2025			2024			2025			2024
	For the Three Months Ended July 31,						For the Nine Months Ended July 31,
	2025			2024			2025			2024
Net loss:
Cancer Vaccines	$	(1,298	)	$	(2,160	)	$	(5,195	)	$	(5,628	)
CAR-T Therapeutics		(973	)		(1,145	)		(3,074	)		(4,115	)
Other		(9	)		(10	)		(37	)		(42	)
Total	$	(2,280	)	$	(3,315	)	$	(8,306	)	$	(9,785	)
Net loss	$	(2,280	)	$	(3,315	)	$	(8,306	)	$	(9,785	)

Total operating costs and expenses	$	2,436		$	3,592		$	8,825		$	10,668
Less non-cash stock-based compensation		(855	)		(1,179	)		(2,899	)		(3,699	)
Operating costs and expenses excluding non-cash stock-based compensation	$	1,581		$	2,413		$	5,926		$	6,969

Operating costs and expenses excluding non-cash stock-based compensation:
Cancer Vaccines	$	884		$	1,614		$	3,714		$	3,988
CAR-T Therapeutics		689			789			2,180			2,943
Other		8			10			32			38
Total	$	1,581		$	2,413		$	5,926		$	6,969
Operating costs and expenses excluding non-cash stock-based compensation	$	1,581		$	2,413		$	5,926		$	6,969

	July 31, 2025		October 31, 2024
Total assets:
Cancer Vaccines	$	9,842	$	12,917
CAR-T Therapeutics		7,691		8,535
Other		118		139
Total	$	17,651	$	21,591
Total assets	$	17,651	$	21,591

~~Item~~Operating costs 2.and ~~Management’s~~expenses ~~Discussion~~excluding ~~and~~non-cash ~~Analysis~~stock-based ofcompensation ~~Financial~~is ~~Condition~~the ~~and~~measurement ~~Results~~the ofchief ~~Operations~~operating decision-maker uses in managing the enterprise.

Information included in this Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited 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.16

~~GENERAL~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Information included in this Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We ~~discuss~~generally use the ~~description~~words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our ~~business~~control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in our Annual Report on Form 10-K for the ~~Notes~~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 ~~our~~publicly update ~~Condensed~~or ~~Consolidated~~revise ~~Financial~~any ~~Statements~~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.

~~RESULTS OF OPERATIONS~~GENERAL

~~Three~~We discuss ~~months~~the ~~ended~~description ~~April~~of ~~30,~~our ~~2025~~business ~~compared~~in ~~with three~~the ~~months~~Notes ~~ended~~to ~~April~~our ~~30,~~Condensed ~~2024~~Consolidated Financial Statements.

~~Revenue~~RESULTS OF OPERATIONS

WeThree months ~~had~~ended noJuly ~~revenue~~31, ~~during~~2025 ~~the~~compared with three~~-month periods~~ months ended ~~April~~July 3031, ~~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.Revenue

~~Research~~We had no revenue during the three-month periods ended July 31, 2025 and ~~Development Expenses~~2024.

~~During~~We have ~~the~~not ~~three~~generated ~~months~~any ~~ended April~~revenue 30to date from our therapeutics or vaccine programs. In addition, ~~2025~~while we pursue our therapeutics and vaccine programs, ~~research~~we may also make investments in and ~~development~~form ~~expenses~~new ~~related~~companies to ~~the~~develop ~~development~~additional ofemerging ~~our~~technologies. ~~cancer~~We ~~vaccines~~do ~~and~~not ~~CAR-T~~expect ~~therapeutics~~to ~~consisted~~begin generating revenue with respect to any of ~~approximately~~ ~~$898,000~~our ~~and~~current ~~$424,000,~~therapy ~~respectively.~~or ~~During~~vaccine ~~the~~programs ~~three~~in ~~months~~the ~~ended~~near ~~April~~term. ~~30,~~We ~~2024~~hope ~~research~~to ~~and~~achieve ~~development~~a ~~expenses~~profitable ~~related~~outcome by eventually licensing our technologies to large pharmaceutical companies that have the ~~development~~resources ofand ~~our~~infrastructure ~~cancer~~in ~~vaccines~~place to manufacture, market and ~~CAR-T~~sell our technologies as therapeutics ~~consisted~~or vaccines. The eventual licensing of ~~approximately~~any ~~$848~~of our technologies may take several years,~~000~~ if ~~and~~it ~~$798~~is to occur at all,~~000,~~ ~~respectively~~and may depend on positive results from human clinical trials.

Research ~~and development expenses~~ 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~~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.Expenses

~~General~~During the three months ended July 31, 2025, research and ~~Administrative~~development expenses related to the development of our cancer vaccines and CAR-T therapeutics ~~Expenses~~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.

General and administrative expenses 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 $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 $42,000.17

~~Interest~~Research and ~~Income~~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.

~~Interest income decreased by approximately~~General $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 aAdministrative ~~decrease in interest rates.~~Expenses

17General 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. 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.

~~Net Loss Attributable to Noncontrolling~~ Interest Income

~~The net loss attributable to noncontrolling~~Interest ~~interest,~~income ~~representing Wistar’s ownership interest in Certainty’s net loss,~~ decreased by approximately $18121,000 to approximately $23156,000 in the three months ended ~~April~~July 3031, 2025, from approximately $41277,000 in the three months ended ~~April~~July 3031, 2024, asprimarily ~~Certainty’s net~~due ~~loss~~to ~~decreased~~a decrease in the amount of short-term investments held and a decrease in interest rates.

~~Six months ended April 30, 2025 compared with~~Net ~~six~~Loss ~~months~~Attributable ~~ended~~to ~~April~~Noncontrolling ~~30, 2024~~Interest

~~Revenue~~The 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.

WeNine months ~~had~~ended noJuly ~~revenue~~31, ~~during~~2025 ~~the~~compared ~~six-month periods~~with nine months ended ~~April~~July 3031, ~~2025 and~~ 2024.

~~Research~~We had no revenue during the nine-month periods ended July 31, 2025 and ~~Development Expenses~~2024.

~~During~~We have ~~the~~not ~~six~~generated ~~months~~any ~~ended~~revenue ~~April 30~~to date from our therapeutics or vaccine programs. In addition, ~~2025~~while we pursue our therapeutics and vaccine programs, ~~research~~we may also make investments in and ~~development~~form ~~expenses~~new ~~related~~companies to ~~the~~develop ~~development~~additional ofemerging ~~our~~technologies. ~~cancer~~We ~~vaccines~~do ~~and~~not ~~CAR-T~~expect ~~therapeutics~~to ~~consisted~~begin generating revenue with respect to any of ~~approximately $1,873,000~~our ~~and~~current ~~$1,001,000,~~therapy ~~respectively.~~or ~~During~~vaccine programs in the ~~six~~near ~~months~~term. ~~ended~~We ~~April~~hope ~~30,~~to ~~2024~~achieve ~~research~~a ~~and~~profitable ~~development~~outcome by ~~expenses~~eventually ~~related~~licensing our technologies to large pharmaceutical companies that have the ~~development~~resources and infrastructure in place to manufacture, ofmarket and sell our ~~cancer~~technologies as therapeutics or vaccines. ~~and~~The ~~CAR-T~~eventual ~~therapeutics~~licensing ~~consisted~~of any of ~~approximately~~our $1technologies may take several years,~~568~~ if it is to occur at all,~~000~~ and ~~$1,427,000,~~may ~~respectively~~depend on positive results from human clinical trials.

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~~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.Expenses

~~General~~During the nine months ended July 31, 2025, research and ~~Administrative~~development expenses related to the development of our cancer vaccines and CAR-T therapeutics ~~Expenses~~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.

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 $62,000.18

~~Interest~~Research and ~~Income~~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 $402,000, a 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.

~~Interest income decreased by approximately~~General $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 aAdministrative ~~decrease in interest rates.~~Expenses

~~Net~~General and ~~Loss~~administrative ~~Attributable~~expenses decreased by approximately $852,000 to approximately $4,896,000 in the nine months ended July 31, 2025, from ~~Noncontrolling~~approximately ~~Interest~~$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.

~~The net loss attributable to noncontrolling~~Interest 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.Income

18Interest 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 rates.

~~LIQUIDITY~~Net Loss ~~AND~~Attributable ~~CAPITAL~~to ~~RESOURCES~~Noncontrolling Interest

~~Our~~The net ~~primary~~loss ~~sources~~attributable ofto ~~liquidity~~noncontrolling interest, representing Wistar’s ownership interest in Certainty’s net loss, decreased ~~are~~by ~~cash~~approximately $40,000 ~~cash~~to ~~equivalents~~approximately ~~and~~$74,000 ~~short-term~~in ~~investments~~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.

~~Based on currently available information~~LIQUIDITY asAND ofCAPITAL 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. We have implemented a business model that conserves funds by collaborating with third parties to develop our technologies. 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.RESOURCES

~~During the six months ended April 30, 2025, cash used in operating activities~~Our ~~was~~primary ~~approximately~~sources ~~$4,407,000. Cash provided by investing activities was approximately $5,045,000, resulting from the maturities~~ of ~~short-term investments~~liquidity ofare 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~~.

~~CRITICAL~~Based on ~~ACCOUNTING~~currently ~~POLICIES~~available information as of September 10, 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 $16,029,000 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. 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. We have implemented a business model that conserves funds by collaborating with third parties to develop our technologies. During the nine months ended July 31, 2025, we raised approximately $1,924,000, net of expenses, through an at-the-market equity offering of 611,686 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~~During the ~~Company’s~~nine ~~condensed consolidated~~months ~~financial~~ended ~~statements~~July ~~are~~31, ~~prepared~~2025, cash used in ~~conformity~~operating ~~with~~activities ~~accounting~~was ~~principles~~approximately ~~generally~~$5,918,000. ~~accepted~~Cash inprovided ~~the~~by ~~United~~investing activities ~~States~~was approximately $4,212,000, resulting from the maturities of ~~America. In~~short-term ~~preparing~~investments ~~these~~of ~~financial~~approximately ~~statements~~$40,912,000, offset weby ~~make~~purchases ~~assumptions,~~of ~~judgments~~short-term ~~and~~investments ~~estimates~~of ~~that~~approximately ~~can~~$36,700,000. ~~have~~Cash aprovided ~~significant~~by ~~impact~~financing onactivities ~~amounts~~was ~~reported~~approximately in$1,930,000, ~~our~~resulting ~~condensed~~from ~~consolidated~~the ~~financial~~sale ~~statements.~~of We611,686 ~~base~~shares ~~our~~of ~~assumptions,~~common ~~judgments~~stock ~~and~~in ~~estimates~~an onat-the-market ~~historical~~equity ~~experience~~offering ~~and~~of ~~various~~approximately ~~other~~$1,924,000, ~~factors~~net ~~that~~of weexpenses, ~~believe~~proceeds tofrom bethe ~~reasonable~~sale ~~under~~of ~~the~~common ~~circumstances.~~stock ~~Actual~~pursuant ~~results~~to ~~could~~an ~~differ~~employee ~~materially~~stock ~~from~~purchase ~~these~~plan ~~estimates~~of ~~under~~approximately ~~different~~$4,000 ~~assumptions~~and orproceeds ~~conditions.~~from Onstock aoption ~~regular~~exercises ~~basis~~of approximately $2,000. weAs ~~evaluate~~a result, our ~~assumptions~~cash, ~~judgments~~cash equivalents, and ~~estimates~~short-term investments ~~and~~at ~~make~~July ~~changes~~31, ~~accordingly~~2025 decreased approximately $3,895,000 to approximately $16,029,000 from approximately $19,924,000 at the end of fiscal year 2024.

We believe that, of the significant accounting policies discussed in Note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024, the following accounting policies require our most difficult, subjective or complex judgments:19

●CRITICAL ACCOUNTING ~~Revenue Recognition, ● Stock-Based Compensation, and ● Research and Development Expenses.~~POLICIES

~~Revenue~~The Company’s ~~Recognition~~condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing these financial statements, we make assumptions, judgments and estimates that can have a significant impact on amounts reported in our condensed consolidated financial statements. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis, we evaluate our assumptions, judgments and estimates and make changes accordingly.

~~Our~~We believe ~~revenue~~that, ~~has~~of ~~been~~the ~~derived~~significant ~~solely from~~accounting ~~technology~~policies ~~licensing~~discussed ~~and~~in ~~the~~Note ~~sale~~2 ofto ~~patented~~our ~~technologies.~~consolidated ~~Revenue~~financial isstatements ~~recognized~~in ~~upon~~our ~~transfer~~Annual ofReport on ~~control~~Form of10-K ~~intellectual~~for ~~property rights~~the ~~and~~fiscal ~~satisfaction~~year ofended ~~other~~October ~~contractual~~31, ~~performance~~2024, ~~obligations~~the tofollowing ~~licensees~~accounting inpolicies anrequire ~~amount~~our ~~that~~most ~~reflects~~difficult, ~~the~~subjective ~~consideration we expect~~or tocomplex ~~receive.~~judgments:

~~Our~~● ~~revenue~~Revenue recognition policy requires us to make certain judgments and estimates in connection with the accounting for revenue. Such areas may include determining the existence of a contract and identifying each party’s rights and obligations to transfer goods and servicesRecognition, ~~identifying~~● ~~the performance~~Stock-Based ~~obligations in the contract~~Compensation, ~~determining the transaction price~~ and ~~allocating~~● ~~the~~Research transaction price to separate performance obligations, estimating the timing of satisfaction of performance obligations, determining whether a promise to grant a license is distinct from other promised goods or services and ~~evaluating~~Development ~~whether a license transfers to a customer at a point in time or over time~~Expenses.

~~Our revenue arrangements provide~~Revenue for the payment, within 30 days of execution of the agreement, of contractually determined, one-time, paid-up license fees in settlement of litigation and in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. These arrangements typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies owned or controlled by the Company, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. In such instances, the intellectual property rights granted have been perpetual in nature, extending until the expiration of the related patents. Pursuant to the terms of these agreements, we have no further obligations with respect to the granted intellectual property rights, including no obligation to maintain or upgrade the technology, or provide future support or services. Licensees obtained control of the intellectual property rights they have acquired upon execution of the agreement. Accordingly, the performance obligations from these agreements were satisfied and 100% of the revenue was recognized upon the execution of the agreements.Recognition

19Our revenue has been derived solely from technology licensing and the sale of patented technologies. Revenue is recognized upon transfer of control of intellectual property rights and satisfaction of other contractual performance obligations to licensees in an amount that reflects the consideration we expect to receive.

~~Stock-Based~~Our revenue ~~Compensation~~recognition policy requires us to make certain judgments and estimates in connection with the accounting for revenue. Such areas may include determining the existence of a contract and identifying each party’s rights and obligations to transfer goods and services, identifying the performance obligations in the contract, determining the transaction price and allocating the transaction price to separate performance obligations, estimating the timing of satisfaction of performance obligations, determining whether a promise to grant a license is distinct from other promised goods or services and evaluating whether a license transfers to a customer at a point in time or over time.

~~The~~Our revenue ~~compensation~~arrangements ~~cost~~provide for ~~service~~the payment, within 30 days of execution of the agreement, of contractually determined, one-~~based~~time, paid-up ~~stock~~license ~~options~~fees ~~granted~~in tosettlement ~~employees,~~of ~~directors~~litigation and ~~consultants~~in isconsideration ~~measured~~for at the grant ~~date,~~of ~~based~~certain onintellectual property rights for patented technologies owned or controlled by the ~~fair~~Company. ~~value~~These arrangements typically include some combination of the ~~award~~following: ~~using~~ (i) the ~~Black-Scholes~~grant ~~pricing~~of ~~model~~a non-exclusive, retroactive and isfuture ~~recognized~~license asto anmanufacture ~~expense~~and/or onsell aproducts ~~straight-line~~covered ~~basis~~by ~~over~~patented technologies owned or controlled by the ~~requisite~~Company, (ii) ~~service~~a ~~period~~covenant-not-to-sue, (iii) the ~~vesting period~~release of the ~~stock~~licensee ~~option~~from certain claims, and (iv) ~~which~~the isdismissal ~~one~~of toany ~~four~~pending ~~years~~litigation. In ~~For~~such ~~employee~~instances, ~~options~~the ~~vesting~~intellectual ifproperty rights granted have been perpetual in nature, extending until the ~~trading~~expiration ~~price~~of the related patents. Pursuant to the terms of these agreements, we have no further obligations with respect to the ~~Company’s~~granted ~~common~~intellectual property ~~stock~~rights, ~~exceeds~~including ~~certain~~no ~~price~~obligation ~~targets~~to maintain or upgrade the technology, weor ~~use~~provide afuture ~~Monte~~support ~~Carlo~~or ~~Simulation~~services. inLicensees ~~estimating~~obtained control of the ~~fair~~intellectual ~~value~~property atrights ~~grant~~they ~~date~~have ~~and~~acquired ~~recognize~~upon ~~compensation~~execution of the agreement. Accordingly, the performance obligations from ~~cost~~these ~~over~~agreements were satisfied and 100% of the ~~implied~~revenue ~~service~~was ~~period~~recognized upon the execution of the agreements.

~~For stock awards granted to employees~~Stock-Based 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).Compensation

The ~~Black-Scholes pricing model~~ ~~and~~compensation ~~the~~cost ~~Monte~~for ~~Carlo Simulation we use to estimate fair value requires valuation assumptions of expected term, expected volatility, risk~~service-~~free interest~~based ~~rates and expected dividend yield. The expected term of~~ stock options ~~represents~~granted ~~the weighted average period the stock options are expected~~ to ~~remain outstanding. For~~ employees, wedirectors ~~use~~and ~~the~~consultants ~~simplified method, which~~ is ameasured ~~weighted~~at ~~average of~~ the ~~vesting~~grant ~~term and contractual term~~date, ~~to determine expected term. The simplified method was adopted since we do not believe that historical experience is representative~~based ofon ~~future~~the ~~performance~~fair ~~because~~value of the ~~impact~~award ofusing 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, weand ~~estimated~~is ~~the~~recognized ~~expected~~as ~~volatility~~an ofexpense ~~our~~on ~~shares of~~a ~~common~~straight-line ~~stock~~basis ~~based~~over ~~upon~~ the requisite ~~historical~~service ~~volatility of our share price over a~~ period ~~of time equal to~~ (the ~~expected~~vesting ~~term~~period of the ~~grants. We~~stock ~~estimated~~option) ~~the~~which ~~risk-free~~is ~~interest~~one ~~rate~~to ~~based~~four onyears. ~~the~~For ~~implied~~employee ~~yield~~options ~~available~~vesting onif the ~~applicable~~trading price ~~grant date~~ of athe ~~U.S.~~Company’s ~~Treasury~~common ~~note~~stock ~~with a~~exceeds ~~term~~certain ~~equal~~price totargets, ~~the~~we ~~expected~~use ~~term~~a ofMonte ~~the~~Carlo ~~underlying~~Simulation ~~grants.~~in Weestimating ~~made~~ the ~~dividend~~fair ~~yield~~value at ~~assumption~~grant ~~based~~date ~~on our history of not paying dividends~~ and ~~our~~recognize ~~expectation~~compensation ~~not~~cost toover ~~pay~~the ~~dividends~~implied inservice ~~the future~~period.

WeFor stock ~~will~~awards ~~reconsider~~granted ~~use~~to ofemployees ~~the Black-Scholes~~and ~~pricing~~directors ~~model~~that ~~and~~vest ~~the~~at ~~Monte~~date ~~Carlo~~of ~~Simulation~~grant ifwe ~~additional~~recognize ~~information~~expense ~~becomes~~based ~~available~~on in the ~~future~~grant ~~that~~date ~~indicates~~market ~~another~~price ~~model~~of ~~would~~the beunderlying ~~more~~common ~~appropriate~~stock. IfFor ~~factors~~restricted ~~change~~stock ~~and~~awards wevesting ~~employ~~upon ~~different~~achievement ~~assumptions~~of ina ~~future~~price ~~periods,~~target ~~the~~of ~~compensation~~our ~~expense~~common ~~that~~ stock, we ~~record~~use ~~may~~a Monte ~~differ~~Carlo ~~significantly~~Simulation ~~from~~in ~~what~~estimating wethe ~~have~~fair ~~recorded~~value inat grant date and recognize compensation cost over the ~~current~~implied service period (median time to vest).

~~Research and Development Expenses~~20

WeThe Black-Scholes ~~recognize~~pricing ~~research~~model and ~~development expenses~~the asMonte ~~incurred.~~Carlo ~~Advance~~Simulation ~~payments~~we ~~for~~use ~~future~~to ~~research~~estimate ~~and~~fair ~~development~~value ~~activities~~requires ~~are~~valuation ~~deferred~~assumptions ~~and~~of ~~expensed~~expected asterm, expected ~~the~~volatility, ~~services~~risk-free ~~are~~interest ~~performed~~rates and expected dividend yield. We ~~recognize~~The ~~our~~expected ~~preclinical~~term ~~studies~~of ~~and~~stock ~~clinical~~options ~~trial~~represents ~~expenses~~the ~~based~~weighted average onperiod the ~~services~~stock ~~performed~~options ~~pursuant~~are expected to ~~contracts~~remain ~~with~~outstanding. ~~research~~For ~~institutions~~employees we use the simplified method, which is a weighted ~~clinical~~average ~~research~~of ~~organizations~~the ~~(“CROs”),~~vesting ~~clinical~~term ~~manufacturing~~and ~~organizations~~contractual ~~(“CMOs”)~~term, ~~and~~to ~~other~~determine ~~parties~~expected ~~that~~term. The simplified method was adopted since we do not believe ~~conduct~~that ~~and~~historical ~~manage~~experience ~~various~~is ~~stages~~representative of ~~research~~future ~~and~~performance ~~development~~because ~~activities~~of onthe impact of the changes in our ~~behalf~~operations and the change in terms from historical options. ~~Fees~~For consultants we use the contract term for ~~such~~expected ~~services~~term. ~~are~~Under ~~recognized~~the Black-Scholes pricing model, we estimated the expected volatility of our shares of common stock based onupon the historical volatility of our share price over a period ~~management’s~~of ~~estimates~~time ~~after~~equal ~~considering~~to the ~~activities~~expected ~~and~~term ~~tasks~~of ~~completed~~the bygrants. ~~each~~We ~~service~~estimated ~~provider~~the inrisk-free ainterest ~~given~~rate ~~period,~~based on the ~~time~~implied yield available on the ~~period~~applicable ~~over~~grant ~~which~~date ~~services~~of ~~are~~a ~~expected~~U.S. Treasury note with a term equal to bethe ~~performed,~~expected ~~and~~term of the ~~level~~underlying grants. We made the dividend yield assumption based on our history of ~~effort~~not ~~expended~~paying individends ~~each~~and ~~reporting~~our ~~period~~expectation not to pay dividends in the future.

AtWe will ~~each~~reconsider ~~balance~~use ~~sheet~~of ~~date,~~the ~~management estimates~~Black-Scholes ~~prepaid~~pricing model and ~~accrued~~the ~~research~~Monte ~~and~~Carlo ~~development~~Simulation ~~costs~~if byadditional ~~discussing~~information ~~progress~~becomes oravailable ~~stage~~in the offuture ~~completion~~that ofindicates ~~activities~~another ~~with~~model ~~internal personnel~~would ~~and~~be ~~external~~more ~~service~~appropriate. ~~providers,~~If ~~and~~factors ~~comparing~~change ~~this~~and ~~information~~we toemploy ~~payments~~different ~~made,~~assumptions ~~invoices~~in ~~received,~~future ~~and~~ periods, the ~~agreed-upon~~compensation ~~contractual fee~~expense tothat bewe ~~paid~~record ~~for~~may ~~such~~differ ~~services~~significantly infrom ~~the~~what ~~applicable~~we ~~contract~~have orrecorded ~~statements~~in ofthe ~~work~~current period.

~~In addition, we allocate certain~~Research ~~internal compensation costs to research~~ and ~~development~~Development ~~expenses based on management’s estimates of each employee’s time and effort expended.~~Expenses

20We recognize research and development expenses as incurred. Advance payments for future research and development activities are deferred and expensed as the services are performed. We recognize our preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions, clinical research organizations (“CROs”), clinical manufacturing organizations (“CMOs”), and other parties that conduct and manage various stages of research and development activities on our behalf. Fees for such services are recognized based on management’s estimates after considering the activities and tasks completed by each service provider in a given period, the time period over which services are expected to be performed, and the level of effort expended in each reporting period.

~~EFFECT~~At each OFbalance ~~RECENTLY~~sheet ~~ISSUED~~date, ~~PRONOUNCEMENTS~~management estimates prepaid and accrued research and development costs by discussing progress or stage of completion of activities with internal personnel and external service providers, and comparing this information to payments made, invoices received, and the agreed-upon contractual fee to be paid for such services in the applicable contract or statements of work.

WeIn addition, ~~discuss~~we ~~the~~allocate ~~effect~~certain ofinternal ~~recently issued~~compensation ~~pronouncements~~costs into ~~Note~~research 7and ofdevelopment ~~the~~expenses ~~condensed~~based ~~consolidated~~on ~~financial~~management’s ~~statements,~~estimates of ~~included~~each ~~elsewhere~~employee’s intime ~~this~~and ~~Report~~effort expended.

~~Item~~EFFECT OF 3.RECENTLY ~~Quantitative~~ISSUED ~~and Qualitative Disclosures About Market Risk. Not applicable.~~PRONOUNCEMENTS

~~Item~~We discuss 4.the ~~Controls~~effect ~~and~~of ~~Procedures~~recently issued pronouncements in Note 7 of the condensed consolidated financial statements, included elsewhere in this Report.

~~We carried out an evaluation,~~Item ~~under~~3. ~~the~~Quantitative ~~supervision~~ and ~~with~~Qualitative ~~the~~Disclosures ~~participation~~About ofMarket our management including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13(a)-15(b) of the Exchange ActRisk. ~~Based~~Not ~~upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this Report~~applicable.

~~There was no change in our internal~~Item ~~control~~4. ~~over~~Controls ~~financial~~and ~~reporting during the three months ended April 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting~~Procedures.

21We carried out an evaluation, under the supervision and with the participation of our management including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13(a)-15(b) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this Report.

~~PART~~There was ~~II.~~no ~~OTHER~~change ~~INFORMATION~~in our internal control over financial reporting during the three months ended July 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Item 1. Legal Proceedings.~~21

~~Other than lawsuits related to~~PART ~~the~~II. ~~enforcement~~OTHER of our patent rights, we are not a party to any material pending legal proceedings, nor are we aware of any pending litigation or legal proceeding against us that would have a material adverse effect upon our results of operations or financial condition.INFORMATION

Item 1A 1. ~~Risk~~Legal ~~Factors~~Proceedings.

~~There~~Other than ~~have~~lawsuits ~~been~~related noto the enforcement of our patent rights, we are not a party to any material ~~changes~~pending legal proceedings, nor are inwe ~~our~~aware ~~risk~~of ~~factors~~any ~~from~~pending ~~those~~litigation ~~disclosed~~or inlegal ~~our~~proceeding ~~Annual~~against ~~Report~~us onthat ~~Form~~would ~~10-K~~have ~~for~~a ~~the~~material ~~fiscal~~adverse ~~year~~effect ~~ended~~upon ~~October~~our ~~31,~~results ~~2024~~of operations or financial condition.

Item 2 1A. ~~Unregistered~~Risk ~~Sales of Equity Securities and Use of Proceeds~~Factors. ~~None.~~

~~Item~~There have 3.been ~~Defaults~~no ~~Upon~~material ~~Senior~~changes ~~Securities.~~in ~~None~~our risk factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

Item 4 2. ~~Mine~~Unregistered ~~Safety~~Sales ~~Disclosures~~of Equity Securities and Use of Proceeds. ~~Not~~ ~~Applicable~~None.

Item 5 3. ~~Other~~Defaults ~~Information~~Upon Senior Securities. None.

Item 4. 6Mine Safety Disclosures. ~~Exhibits~~Not Applicable.

	31.1	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 28, 2025.
	31.2	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 28, 2025.
	32.1	Statement of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated May 28, 2025.
	32.2	Statement of Chief Financial Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated May 28, 2025.
	101.INS	Inline XBRL Instance Document
	101.SCH	Inline XBRL Taxonomy Extension Schema
	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
	104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Item 5. Other Information. None.

22Item 6. Exhibits.

SIGNATURES

	31.1	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 10, 2025.
	31.2	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated September 10, 2025.
	32.1	Statement of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated September 10, 2025.
	32.2	Statement of Chief Financial Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated September 10, 2025.
	101.INS	Inline XBRL Instance Document
	101.SCH	Inline XBRL Taxonomy Extension Schema
	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
	104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~22

	ANIXA BIOSCIENCES, INC.
	By:	/s/ Dr. Amit Kumar
		Dr. Amit Kumar
		Chairman and Chief Executive Officer
May 28, 2025		(Principal Executive Officer)
	By:	/s/ Michael J. Catelani
		Michael J. Catelani
		President, Chief Operating Officer and
		Chief Financial Officer
		(Principal Financial and
May 28, 2025		Accounting Officer)

SIGNATURES

23Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ANIXA BIOSCIENCES, INC.

	By:	/s/ Dr. Amit Kumar
		Dr. Amit Kumar
		Chairman and Chief Executive Officer
September 10, 2025		(Principal Executive Officer)

	By:	/s/ Michael J. Catelani
		Michael J. Catelani
		President, Chief Operating Officer and
		Chief Financial Officer
		(Principal Financial and
September 10, 2025		Accounting Officer)

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