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.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). ~~Yes~~ X ~~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.

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).

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

On ~~March 5, 2018,~~June 10, 2022 the registrant had outstanding ~~16,631,191~~ 30,471,001 shares of Common Stock, par value $.01 per share, which is the registrant’s only class of common stock.

~~TABLE OF CONTENTS~~

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements.

	Condensed Consolidated Balance Sheets as of ~~January 31, 2018~~April 30, 2022 (Unaudited) and October 31, ~~2017~~2021	3 1

	Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended ~~January 31, 2018~~April 30, 2022 and ~~2017~~2021	4 2

	Condensed Consolidated ~~Statement~~Statements of Shareholders’ Equity (Unaudited) for the three months ended ~~January 31, 2018~~April 30, 2022 and 2021	5 3

	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the six months ended April 30, 2022 and 2021	4

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~three~~six months ended ~~January 31, 2018~~April 30, 2022 and ~~2017~~2021	6 5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7 6

Item 2.		~~Management's~~ Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.	18 19

Item 3.		Quantitative and Qualitative Disclosures About Market Risk.	23 24

Item 4.		Controls and Procedures.	23 24

PART II. OTHER INFORMATION


Item 1.		Legal Proceedings.	25

Item 1A.		Risk Factors.	25

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.	25

Item 3.		Defaults Upon Senior Securities.	25

Item 4.		Mine Safety Disclosures.	25

Item 5.		Other Information.	25

Item 6. Exhibits.		~~Exhibits.~~	25

SIGNATURES			26

~~Table of Contents~~

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	April 30, 2022			October 31, 2021
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	27,732		$	29,128
Short-term investments		4,499			6,599
Prepaid expenses and other current assets		332			276
Total current assets		32,563			36,003

Operating lease right-of-use asset		234			254
Total assets	$	32,797		$	36,257

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	93		$	136
Accrued expenses		1,057			1,095
Operating lease liability		39			39
Total current liabilities		1,189			1,270

Operating lease liability, non-current		202			220
Total liabilities		1,391			1,490

Commitments and contingencies (Note 9)		-			-

Equity:
Shareholders’ equity:
Preferred stock, par value $100 per share; 19,860 shares authorized; 0 shares issued or outstanding		-			-
Series A convertible preferred stock, par value $100 per share; 140 shares authorized; 0 shares issued or outstanding		-			-
Preferred stock
Common stock, par value $.01 per share; 100,000,000 shares authorized; 30,154,708 and 30,050,894 shares issued and outstanding as of April 30, 2022 and October 31, 2021, respectively		302			301
Additional paid-in capital		244,032			239,927
Accumulated deficit		(212,163	)		(204,790	)
Total shareholders’ equity		32,171			35,438
Noncontrolling interest (Note 1)		(765	)		(671	)
Total equity		31,406			34,767

Total liabilities and equity	$	32,797		$	36,257

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

ITUS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
January 31,
2018
October 31,
2017
ASSETS
Current assets:

Cash and cash equivalents
$
2,846,863
$
3,339,374
Short-term investments in certificates of deposit

2,650,000

3,500,000
Prepaid expenses and other current assets

278,496

174,566
Total current assets

5,775,359

7,013,940
Patents, net of accumulated amortization of $1,371,660 and $1,290,336,
respectively

1,664,451

1,745,775
Property and equipment, net of accumulated depreciation of $39,756 and $35,725,
   respectively

50,828

52,701
Total assets
$
7,490,638

$
8,812,416
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable
$
416,925

$
480,324
Accrued expenses

669,633

409,169
Total current liabilities

1,086,558

889,493
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
-
-
Common stock, par value $.01 per share; 24,000,000 shares authorized;
16,631,191 and 16,602,759 shares issued and outstanding, respectively

166,312

166,028
Additional paid-in capital
164,281,744
163,931,079
Accumulated deficit

(158,012,256)

(156,174,184)
Total shareholders’ equity
6,435,800
7,922,923
Noncontrolling interest (Note 1)

(31,720)

-
Total equity

6,404,080

7,922,923

Total liabilities and equity
$
7,490,638
$
8,812,416
The accompanying notes are an integral part of these condensed consolidated financial statements.

~~Table of Contents~~

ITUS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended
January 31,
2018
2017
Revenue
$
-

$
-
Operating costs and expenses:

Inventor royalties, contingent legal fees and litigation and licensing
expenses related to patent assertion
25,353
2,121
Amortization of patents

81,324

81,324
Research and development expenses (including non-cash stock option
compensation expense of $40,057 and $79,700, respectively)
777,873
451,630
General and administrative expenses (including non-cash stock
option compensation expense of $226,916 and $180,037 respectively)

990,036

859,885
Total operating costs and expenses

1,874,586

1,394,960

Loss from operations
(1,874,586)
(1,394,960)

Interest expense
-
(195,299)

Interest income

9,112

999

Loss before income taxes
(1,865,474)
(1,589,260)

Provision for income taxes

-

-

Net loss
(1,865,474)
(1,589,260)

Less: Net loss attributable to noncontrolling interest
(27,402)
-

Net loss attributable to common shareholders before deemed dividend
(1,838,072)
(1,589,260)

Deemed dividend to preferred shareholder (Note 6)

-

(2,008,775)

Net loss attributable to common shareholders
$
(1,838,072)
$
(3,598,035)

Net loss per share attributable to common shareholders:
Basic and diluted
$
(0.11)

$
(0.41)
Weighted average common shares outstanding:

Basic and diluted

16,610,770

8,755,057
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)

	2022			2021			2022			2021
	For the three months ended						For the six months ended
	April 30,						April 30,
	2022			2021			2022			2021

Revenue	$	-		$	-		$	-		$	513

Operating costs and expenses:
Inventor royalties, contingent legal fees, litigation and licensing expenses		-			-			-			385
Research and development expenses (including non-cash share-based compensation expenses of $966, $447, $2,243 and $737, respectively)		1,735			1,022			3,573			1,850
General and administrative expenses (including non-cash share-based compensation expenses of $715, $604, $1,793 and $1,300, respectively)		1,854			1,415			3,896			2,948
Total operating costs and expenses		3,589			2,437			7,469			5,183

Loss from operations		(3,589	)		(2,437	)		(7,469	)		(4,670	)

Interest income		1			-			2			1

Net loss		(3,588	)		(2,437	)		(7,467	)		(4,669	)

Less: Net loss attributable to noncontrolling interest		(44	)		(38	)		(94	)		(62	)

Net loss attributable to common shareholders	$	(3,544	)	$	(2,399	)	$	(7,373	)	$	(4,607	)

Net loss per common share attributable to common shareholders:
Basic and diluted	$	(0.12	)	$	(0.08	)	$	(0.24	)	$	(0.17	)

Weighted average common shares outstanding:
Basic and diluted		30,152			28,669			30,138			26,888

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

~~Table of Contents~~

ITUS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED JANUARY 31, 2018 (UNAUDITED)
Additional
Paid-in
Capital
Total
Shareholders’
Equity
Non-
controlling
Interest
Common Stock
Accumulated
Deficit
Total
Equity
Shares
Par Value
Balance, October 31, 2017
16,602,759

$
166,028

$
163,931,079

$
(156,174,184)

$
7,922,923

$
-

$
7,922,923
Stock option compensation to employees and
directors
-

-

214,427

-

214,427

-

214,427
Stock option compensation to consultants
-

-

52,546

-

52,546

-

52,546
Common stock issued upon exercise of stock
options
23,085

231

(231)

-

-

-

-
Common stock issued to consultants
5,347

53

14,949

-

15,002

-

15,002
Issuance of noncontrolling interest in Certainty
Therapeutics, Inc
-

-

68,974

-

68,974

(4,318)

64,656
Net loss
-

-

-

(1,838,072)

(1,838,072)

(27,402)

(1,865,474)
Balance, January 31, 2018
16,631,191

$
166,312

$
164,281,744

$
(158,012,256)

$
6,435,800

$
(31,720)

$
6,404,080
The accompanying notes are an integral part of these condensed consolidated financial statements.

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

~~ITUS CORPORATION~~

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share data)

FOR THE SIX MONTHS ENDED APRIL 30, 2022

	Shares		Par Value		Capital		Deficit			Equity			Interest			Equity
					Additional					Total			Non-
	Common Stock				Paid-in		Accumulated			Shareholders’			controlling			Total
	Shares		Par Value		Capital		Deficit			Equity			Interest			Equity

Balance, October 31, 2021		30,050,894	$	301	$	239,927	$	(204,790	)	$	35,438		$	(671	)	$	34,767
Stock option compensation to employees and directors		-		-		3,598		-			3,598			-			3,598
Stock options and warrants issued to consultants		-		-		437		-			437			-			437
Common stock issued upon exercise of stock options and warrants		81,425		-		-		-			-			-			-
Common stock issued to consultants		20,000		1		63		-			64			-			64
Common stock issued pursuant to employee stock purchase plan		2,389		-		7		-			7			-			7
Net loss		-		-		-		(7,373	)		(7,373	)		(94	)		(7,467	)
Balance, April 30, 2022		30,154,708	$	302	$	244,032	$	(212,163	)	$	32,171		$	(765	)	$	31,406

FOR THE SIX MONTHS ENDED APRIL 30, 2021

	Shares		Par Value		Capital		Deficit			Equity			Interest			Equity
					Additional					Total			Non-
	Common Stock				Paid-in		Accumulated			Shareholders’			controlling			Total
	Shares		Par Value		Capital		Deficit			Equity			Interest			Equity

Balance, October 31, 2020		24,248,695	$	242	$	200,355	$	(191,836	)	$	8,761		$	(497	)	$	8,264
Stock option compensation to employees and directors		-		-		1,756		-			1,756			-			1,756
Stock options and warrants issued to consultants		-		-		282		-			282			-			282
Common stock issued upon exercise of stock options		107,451		1		292		-			293			-			293
Common stock issued pursuant to employee stock purchase plan		1,634		-		3		-			3			-			3
Common stock issued in a public offering, net of offering expenses of $2,208		4,285,715		44		20,248		-			20,292			-			20,292
Common stock issued in at-the-market offering, net of offering expenses of $341		2,806,410		28		10,806		-			10,834			-			10,834
Net loss		-		-		-		(4,607	)		(4,607	)		(62	)		(4,669	)
Balance, April 30, 2021		31,449,905	$	315	$	233,742	$	(196,443	)	$	37,614		$	(559	)	$	37,055

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)

	2022			2021
	For the six months ended April 30,
	2022			2021
Cash flows from operating activities:
Reconciliation of net loss to net cash used in operating activities:
Net loss	$	(7,467	)	$	(4,669	)
Stock option compensation to employees and directors		3,598			1,756
Stock options and warrants issued to consultants		437			282
Common stock issued to consultants		64			-
Gain on sale of equipment		-			(5	)
Amortization of operating lease right-of-use asset		21			29
Change in operating assets and liabilities:
Prepaid expenses and other current assets		(56	)		(58	)
Accounts payable		(44	)		205
Accrued expenses		(37	)		77
Operating lease liability		(19	)		(29	)
Net cash used in operating activities		(3,503	)		(2,412	)

Cash flows from investing activities:
Disbursements to acquire short-term investments		(4,249	)		(10,399	)
Proceeds from maturities of short-term investments		6,349			2,640
Proceeds from sale of equipment		-			35
Net cash provided by (used in) investing activities		2,100			(7,724	)

Cash flows from financing activities:
Gross proceeds from sale of common stock in a public offering		-			22,500
Expenses of the public offering		-			(2,208	)
Gross proceeds from sale of common stock in an at-the-market offering		-			11,175
Expenses of the at-the-market offering		-			(341	)
Proceeds from sale of common stock pursuant to employee stock purchase plan		7			3
Proceeds from exercise of stock options		-			293
Net cash provided by financing activities		7			31,422

Net (decrease) increase in cash and cash equivalents		(1,396	)		21,286
Cash and cash equivalents at beginning of period		29,128			6,417
Cash and cash equivalents at end of period	$	27,732		$	27,703

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)

~~(UNAUDITED)~~

1. BUSINESS AND FUNDING

Description of Business

As used herein, “we,” “us,” “our,” the “Company” or ~~“ITUS”~~“Anixa” means ~~ITUS Corporation~~Anixa Biosciences, Inc. and its ~~wholly-owned~~consolidated subsidiaries. ~~From inception through October 2012, our~~Our primary operations ~~involved~~involve developing therapies and vaccines that are focused on critical unmet needs in oncology and infectious disease. Our therapeutics programs include (i) the development of ~~patented technologies in~~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”), and (ii) the ~~areas~~discovery and ultimately development of ~~thin-film displays and encryption. Commencing in October 2012~~anti-viral drug candidates for the ~~primary operations~~treatment of COVID-19 focused on inhibiting certain protein functions of the ~~Company involved~~virus. Our vaccine programs include (i) the development ~~acquisition, licensing,~~of a preventative vaccine against triple negative breast cancer (“TNBC”), the most lethal form of breast cancer, as well other forms of breast cancer and ~~enforcement of patented technologies that were either~~(ii) a preventative vaccine against ovarian cancer.

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 Company.~~

In June of 2015, the Company announced the formation of a new subsidiary, Anixa Diagnostics Corporation (“Anixa”), to develop a platform for non-invasive blood tests for the early detection of cancer. That platform is called CchekÔ ~~. In July of 2015, ITUS announced a collaborative research agreement with~~ The Wistar Institute (“Wistar”), the nation’s first independent biomedical research institute and a leading National Cancer Institute designated cancer research center, for the purpose of validating our cancer detection methodologies and establishing protocols for identifying certain biomarkers in the blood which we identified and which are known to be associated with malignancies. In August of 2016 and again in August of 2017, ITUS announced the renewal and expansion of our relationship with Wistar.

~~From October of 2015 through January of 2017, ITUS announced that we had demonstrated the efficacy of our Cchek~~Ô early cancer detection platform with 15 different types of cancer, including: breast, lung, colon, melanoma, ovarian, liver, thyroid, pancreatic, appendiceal, uterine, osteosarcoma, leiomyosarcoma, liposarcoma, vulvar and prostate. Breast, lung, colon and prostate cancers represent the four largest categories of cancer worldwide.

In November of 2017, the Company announced the formation of a new subsidiary, Certainty Therapeutics, Inc. (“Certainty”), to develop immuno-therapy drugs against cancer. Certainty entered into a license agreement with Wistar pursuant to which Certainty was granted an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by Wistar relating to Wistar’s chimeric endocrine receptor targeted therapy ~~technology (such technology being akin to chimeric antigen receptor T-cell (“CAR-T”) technology).~~technology. We ~~plan to~~have initially ~~focus~~focused on the development of a treatment for ovarian cancer, but we also may pursue ~~future~~ 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.~~Wistar upon achievement of specific 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%~~(5%) of the common stock of Certainty.

~~Table of Contents~~

~~On November 20, 2017, we announced that~~ Certainty, ~~entered into a~~in collaboration ~~agreement~~ with the H. Lee Moffitt Cancer Center and Research Institute, Inc. (“Moffitt”) ~~to advance~~, is advancing toward human clinical testing of the CAR-T technology licensed by Certainty from Wistar aimed initially at treating ovarian cancer. ~~Certainty intends to work with researchers at Moffitt to complete studies necessary to submit an Investigational New Drug (“IND”) application with~~We received authorization from the U.S. Food and Drug Administration (“FDA”). in August 2021, to commence enrollment and treatment of patients in a Phase 1 clinical trial. We began patient recruitment for the trial in March 2022, and that process is ongoing. This study is a dose-escalation trial with two arms based on injection method—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 24 to 48 patients who have received at least two prior lines of chemotherapy. The study is estimated to be completed in two to four years depending on multiple factors including when maximum tolerated dose is reached and the rate of patient recruitment.

~~On January 29, 2018,~~

In April 2020, we ~~announced~~entered into a collaboration with OntoChem GmbH (“OntoChem”) to discover and ultimately develop anti-viral drug candidates against COVID-19. Through this collaboration, we utilized advanced computational methods, machine learning, and molecular modeling techniques to perform in silico screening of over 1.2 billion compounds in chemical libraries (including publicly available compounds and OntoChem’s proprietary libraries) to evaluate if any of these compounds could disrupt one of two key enzymes of SARS-CoV-2, the virus that causes the disease COVID-19.

The screening process resulted in the identification of multiple compounds that could potentially disrupt critical enzymes of the virus, including the virus’ main protease, M^pro. Several of these compounds were synthesized and tested in in vitro biological assays. Upon completion of these biological assays, we identified two of the most promising compounds and tested them in animal models. In these animal studies, the two compounds were compared to Remdesivir, which at the time the assays were performed was the only anti-viral drug authorized by the FDA for COVID-19. The data showed that administration of the drugs to infected hamsters did not cause any noticeable adverse effects, and monitoring of weight and general animal behavior demonstrated comparable efficacy between each of our compounds and Remdesivir. Based on this promising data in the animal study, we directed our team to proceed to the next stage of drug development and we selected one of the compounds around which our team is performing combinatorial synthetic medicinal chemistry to evaluate whether potency can be increased and pharmacokinetics optimized.

In May 2021, after completion of the aforementioned animal studies, OntoChem assigned its rights and obligations related to this collaboration to MolGenie GmbH (“MolGenie”), a company spun-out from OntoChem focused on drug discovery and development. As a result of the MolGenie spin-out, there was no change in the personnel working on our project, and the assignment caused no interruptions to the program’s development.

While use of preventative vaccines is widespread throughout much of the developed world, we believe that there is and will continue to be a need for effective treatments for COVID-19. We believe that there are a number of factors that have limited the effectiveness, both in the near and long term, of the vaccines currently in use, including, but not limited to, vaccine persistence, viral escape and perceptions of long-term safety resulting in vaccine resistance. Furthermore, there are currently two new anti-viral treatments, Pfizer’s Paxlovid, which is a combination therapy consisting of the protease-inhibitor nirmatrelvir and the antiretroviral ritonavir and Merck’s polymerase-inhibitor molnupiravir, that have recently been authorized for emergency use in the U.S. These treatments use oral formulations, while all other currently authorized or approved treatments require intravenous administration. As the main component of Pfizer’s treatment is a protease-inhibitor targeting M^pro, it is most similar to our compounds, and we therefore conducted a head-to-head analysis via a Fluorescence Resonance Energy Transfer (FRET) assay that tested the ability of the compounds to inhibit the function of M^pro. The results of this head-to-head in vitro analysis suggest that our compounds may be five times more effective at inhibiting M^prothan Pfizer’s nirmatrelvir.

We hold an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by The Cleveland Clinic Foundation (“Cleveland Clinic”) relating to certain breast cancer vaccine technology developed at Cleveland Clinic. Utilizing this technology, we are working in collaboration with Cleveland Clinic to develop a ~~study augmenting data from our preliminary study released~~method to vaccinate women against contracting breast cancer, focused specifically on TNBC. The focus of this vaccine is a specific protein, α-lactalbumin, that is only expressed during lactation in a healthy mother’s mammary tissue. This protein disappears when the mother is no longer lactating, but reappears in many forms of breast cancer, especially TNBC. Studies have shown that vaccinating against this protein prevents breast cancer in mice.

Following the FDA’s authorization to proceed with clinical trials in December ~~2016. The majority~~2020, in October 2021, we commenced dosing patients in a Phase 1 clinical trial of ~~patient samples collected for~~our breast cancer vaccine. Funded by a U.S. Department of Defense grant, this study ~~were from~~is a multiple-ascending dose Phase 1 trial to determine the maximum tolerated dose of the vaccine in patients with early-stage, triple-negative breast cancer as well as monitor immune response. The study is being conducted at Cleveland Clinic and ~~prostate~~will consist of 18 to 24 patients who have completed treatment for early-stage, triple-negative breast cancer ~~patients,~~within the past three years and are currently tumor-free but ~~several~~at high risk for recurrence. During the course of the study, participants will receive three vaccinations, each two weeks apart, and will be closely monitored for side effects and immune response. The study is roughly one-fourth of the way complete and is estimated to be completed by the end of calendar year 2022. Initial indications suggest that an immune response is being observed.

In November 2020, we executed a license agreement with Cleveland Clinic pursuant to which the Company was granted an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by Cleveland Clinic relating to certain ovarian cancer vaccine technology. This technology pertains to among other ~~types were also included. With~~things, the ~~additional~~use of vaccines for the treatment or prevention of ovarian cancers ~~included~~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 after menopause, this ~~study, we have now demonstrated~~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. We entered into a joint development agreement with Cleveland Clinic to advance this vaccine toward human clinical testing.

In May 2021, Cleveland Clinic was granted an award for our ovarian cancer vaccine technology by the National Cancer Institute’s (“NCI”) PREVENT program. The NCI is a part of the National Institutes of Health. The PREVENT program is a peer-reviewed agent development program designed to support preclinical development of innovative interventions and biomarkers for cancer prevention and interception towards clinical trials. The scientific and financial resources of the PREVENT program will be used for our ovarian cancer vaccine technology to perform virtually all pre-clinical research and development, manufacturing and IND-enabling studies. This work will be performed at NCI facilities, by NCI scientific staff and with ~~20 types~~NCI financial resources and will require no material financial expenditures by the Company, nor the transfer of ~~cancer from solid tumors. In addition~~any rights to the ~~15 cancer types noted above, we have evaluated bladder, cervical, head and neck, gastric and testicular cancers.~~Company’s assets.

Over the next several quarters, we expect ~~Cchek™~~the development of our breast and ovarian cancer vaccines, our COVID-19 therapeutic discovery program and Certainty’s ~~ovarian cancer treatment~~CAR-T technology to be the primary focus of the Company. As part of our legacy operations, the Company remains engaged in limited patent licensing activities regarding its liquid biopsy platform and in the area of encrypted audio/video conference calling. We do not expect these activities to be a significant part of the Company’s ongoing operations nor do we expect these activities to require material financial resources or attention of senior management.

Over the past several ~~quarters,~~years, our revenue was derived from technology licensing and the sale of patented technologies, including revenue from the settlement of litigation. We have not generated any revenue to date from our therapeutics or vaccine programs. In addition, ~~to Anixa~~while we pursue our therapeutics and ~~Certainty, the Company~~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. Our strategy is 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.

Funding and Management’s Plans

During the three months ended January 31, 2018, cash used in operating activities was approximately $1,340,000. Net cash provided by investing activities was approximately $847,000, which reflects the purchase of certificates of deposit totaling $1,250,000, offset by proceeds from the sale or maturity of certificates of deposit totaling $2,100,000 and the purchase of property and equipment of approximately $3,000. As a result, our cash, cash equivalents and short-term investments at January 31, 2018 decreased by approximately $1,342,000 to approximately $5,497,000 from approximately $6,839,000 at the end of fiscal year 2017.

Based on currently available information as of ~~March 8, 2018,~~June 10, 2022, we believe that our existing cash, cash equivalents, short-term investments and expected cash flows will be sufficient to fund our activities for at least the next 12twelve months. We have implemented a business model that conserves funds by collaborating with third parties to develop our technologies. However, our projections of future cash needs and cash flows may differ from actual results. If current cash on hand, cash equivalents, short-term investments and cash that may be generated from our business operations are insufficient to continue to operate our business, or if we elect to invest in or acquire a company or companies or new technology or technologies that are synergistic with or ~~complimentary~~complementary to our technologies, we may be required to obtain more working capital. We may seek to obtain working capital during our fiscal year ~~ending 2018~~2022 or thereafter through sales of our equity securities or through bank credit facilities or public or private debt from various financial institutions where possible. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we do identify sources for additional funding, the sale of additional equity securities or convertible debt ~~could~~will result in dilution to our shareholders. Additionally, the sale of equity securities or issuance of debt securities may be subject to certain security holder approvals or may result in the downward adjustment of the exercise or conversion price of our outstanding securities.stockholders. We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as sales of equity or debt, would be available or would be approved by our security holders, if needed, on favorable terms or at all. If we fail to obtain additional working capital as and when needed, such failure could have a material adverse impact on our business, results of operations and financial condition. Furthermore, such lack of funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which would significantly harm the business and development of operations.

~~Table of Contents~~

Basis of Presentation

The accompanying 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 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 year ended October 31, ~~2017.~~2021. The accompanying October 31, ~~2017~~2021 condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by ~~accounting principles generally accepted in the United States of America (“~~US ~~GAAP”).~~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 ~~January 31, 2018,~~April 30, 2022, and results of operations and cash flows for the interim periods represented. The results of operations for the three and six months ended ~~January 31, 2018~~April 30, 2022 are not necessarily indicative of the results to be expected for the entire year.

Noncontrolling Interest

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 ~~three~~six months ended ~~January 31, 2018:~~April 30, 2022 (in thousands):

SCHEDULE OF NONCONTROLLING INTEREST AS A COMPONENT OF EQUITY

Balance October 31, 2017
$
0
Issuance of noncontrolling interest in Certainty

(4,318)
Net loss attributable to noncontrolling interest
(27,402)
Balance January 31, 2018
$
(31,720)

Balance, October 31, 2021	$	(671	)
Net loss attributable to noncontrolling interest		(94	)
Balance, April 30, 2022	$	(765	)

~~Table of Contents~~

Revenue Recognition

Our revenue has been derived solely from technology licensing and the sale of patented technologies. Revenue is recognized ~~when (i) persuasive evidence~~upon transfer of control of intellectual property rights and satisfaction of other contractual performance obligations to licensees in an ~~arrangement exists, (ii) all~~amount that reflects the consideration we expect to receive.

Our 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 ~~have been substantially performed pursuant~~ to transfer goods and services, identifying the ~~terms~~performance obligations in the contract, determining the transaction price and allocating the transaction price to separate performance obligations, estimating the timing of ~~the arrangement, (iii) amounts are fixed~~satisfaction of performance obligations, determining whether a promise to grant a license is distinct from other promised goods or ~~determinable,~~services and ~~(iv) the collectability of amounts is reasonably assured.~~evaluating whether a license transfers to a customer at a point in time or over time.

~~Patent Licensing Revenue~~

~~In certain instances, our past~~Our revenue arrangements ~~have provided~~provide 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 ~~had~~have no further ~~obligations. As such,~~obligations with respect to the ~~earnings process~~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 ~~complete and revenue has been~~ recognized upon the execution of the ~~agreement, when collectability was reasonably assured, and when all other revenue recognition criteria were met.~~agreements.

~~Intangible Assets~~Cost of Revenues

~~Our only identifiable intangible assets are patents and patent rights. We capitalize patent and patent rights acquisition~~Cost of revenues include the costs and ~~amortize~~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 and licensing and enforcement related research, consulting and other expenses paid to third-parties. These costs are included under the ~~cost over~~caption “Operating costs and expenses” in the ~~estimated economic useful life. We did not capitalize any patent acquisition~~accompanying condensed consolidated statements of operations.

Research and Development Expenses

Research and development expenses, consisting primarily of employee compensation, payments to third parties for research and development activities and other direct costs ~~during~~associated with developing immuno-therapy drugs against cancer, developing anti-viral drug candidates for COVID-19, developing our breast cancer vaccine, and developing our ovarian cancer vaccine, are expensed in the ~~three months ended January 31, 2018 and 2017. We recorded patent amortization expense of approximately $81,000 during each of~~consolidated financial statements in the ~~three-month periods ended January 31, 2018 and 2017, respectively.~~period incurred.

2. STOCK BASED COMPENSATION

The Company maintains stock equity incentive plans under which the Company grants incentive stock options, non-qualified stock options, stock appreciation rights, stock awards, performance awards, or stock units to employees, directors and consultants.

Stock Option Compensation Expense

The compensation cost for ~~service based~~service-based stock options granted to employees and directors is measured at the grant date, based on the fair value of the award using the Black-Scholes pricing model, and is ~~recognized~~expensed on a straight-line basis over the requisite service period (the vesting period of the stock option) which is one to four years. We recorded stock-based compensation expense related to service-based stock options granted to employees and directors of approximately $875,000 and $881,000 during the three months ended April 30, 2022 and 2021, respectively, and approximately $1,605,000 and $1,756,000 during the six months ended April 30, 2022 and 2021, respectively.

For stock options granted to employees and directors that vest based on market conditions, such as anthe trading price of the Company’s common stock exceeding certain price targets, 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). On June 1, 2021, our Chairman and Chief Executive Officer and our President, Chief Operating Officer and Chief Financial Officer were awarded market condition stock options for 2,000,000 shares and 100,000 shares of common stock, respectively, that vest in four equal installments upon the Company’s share price achieving targets ranging from $5.00 to $8.00 per share, with implied service periods of three to fifteen months. We recorded market condition stock-based compensation expense during the three months ended April 30, 2022 and 2021 of approximately $587,000 and $0, respectively, and approximately $1,993,000 and $0 during the six months ended April 30, 2022 and 2021, respectively.

The 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 ~~ten~~three years. We recorded stock-based ~~compensation expense related to stock options granted to employees and directors of approximately $214,000 and $260,000 during the three months ended January 31, 2018 and 2017, respectively.~~

~~Table of Contents~~

For service based stock options granted to consultants we estimate the fair value of the stock options and recognize expense at each reporting period using the Black-Scholes pricing model. We recorded stock-based compensationconsulting expense related to stock options granted to consultants of approximately ~~$53,000~~$109,000 and ~~$-0-~~$132,000 during the three months ended ~~January 31, 2018~~April 30, 2022 and ~~2017,~~2021, respectively, and approximately $218,000 and $186,000 during the six months ended April 30, 2022 and 2021, respectively.

Stock Option ~~Activity~~Plans

During the three months ended ~~January 31, 2018 and 2017,~~April 30, 2022, we ~~granted options to purchase 50,000 shares and 106,000 shares of common~~had two stock ~~respectively, to employees, directors and consultants at weighted average exercise prices of $2.30 and $5.00 per share, respectively, pursuant to~~option plans: the ~~ITUS Corporation~~Anixa Biosciences, Inc. 2010 Share Incentive Plan (the ~~"2010~~“2010 Share Plan”)~~. During~~ and the ~~three months ended January 31,~~Anixa Biosciences, Inc. 2018 and 2017, stock options to purchase 28,600 and 2,200 shares of common stock, respectively, were exercised with aggregate proceeds of approximately $-0- and $6,000, respectively. Under certain circumstances, stock options may be exercised on a cashless basis. During the three months ended January 31, 2018 and 2017, 5,515 and -0- shares of common stock, respectively, were withheld in connection with cashless exercises of stock options.

~~Stock Option Plans~~

~~As of January 31, 2018, we have two stock option plans: the ITUS Corporation 2003~~ Share Incentive Plan (the ~~"2003~~“2018 Share ~~Plan"~~Plan”) ~~and the 2010 Share Plan,~~, which were adopted by our Board of Directors on ~~April 21, 2003 and~~ July 14, 2010 and January 25, 2018, respectively. The 2018 Share Plan was approved by our shareholders on March 29, 2018.

Stock Option Activity

During the three months ended April 30, 2022 and 2021, we granted options to purchase 1,400,000 shares and 250,000 shares of common stock, respectively, and during the six months ended April 30, 2022 and 2021, we granted options to purchase 1,430,000 shares and 1,380,000 shares of common stock, respectively, to employees and consultants, with exercise prices ranging from $2.62 to $5.30 per share, pursuant to the 2018 Share Plan. During the three months ended April 30, 2022 and 2021, stock options to purchase 0 shares of common stock and 77,571 shares of common stock, net of 7,937 shares withheld on a cashless exercise, respectively, were exercised with aggregate proceeds of $0 and $0, respectively. During the six months ended April 30, 2022 and 2021, stock options to purchase 46,909 shares of common stock, net of 53,091 shares withheld on a cashless exercise and 107,451 shares of common stock, net of 7,937 shares withheld on a cashless exercise, respectively, were exercised with aggregate proceeds of $0 and $0, respectively.

2010 Share Plan

The ~~2003~~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 ~~2003~~2010 Share Plan, the plan terminated with respect to the ability to grant future ~~options~~awards on ~~April 21, 2013.~~July 14, 2020. Information regarding the ~~2003~~2010 Share Plan for the ~~three~~six months ended ~~January 31, 2018~~April 30, 2022 is as follows:

Weighted
Average Exercise
Price Per Share

Aggregate
Intrinsic
Value

Shares

Options Outstanding at October 31, 2017
30,600

$
3.16

Exercised
(10,600)

$
0.67

Forfeited
(5,600)

$
3.63

Options Outstanding and exercisable at
January 31, 2018
14,400

$
4.81

$
17,280

SCHEDULE OF OPTION ACTIVITY

	Shares			Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)
Options outstanding at October 31, 2021		1,1,718,634		$	2.82
Exercised		(100,000	)	$	2.92
Options outstanding and exercisable at April 30, 2022		1,618,634		$	2.81	$	1,182

The following table summarizes information about stock options outstanding and exercisable under the ~~2003~~2010 Share Plan as of ~~January 31, 2018:~~April 30, 2022:

SCHEDULE OF OUTSTANDING AND EXERCISABLE

Range of Exercise Prices		Number Outstanding and Exercisable		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	0.67 - $2.30		527,500		4.0	$	1.54
$	2.58 - $3.13		577,000		2.7	$	2.76
$	3.46 - $5.30		514,134		6.0	$	4.16

Number
Outstanding
and
Exercisable
Weighted Average
Remaining
Contractual Life
(in years)

Weighted
Average
Exercise Price
Range of
Exercise Prices

$ 0.67 - $17.50
14,400
1.31

$
4.81

~~Table of Contents~~2018 Share Plan

The ~~2010~~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 ~~January 31,~~April 30, 2022, the 2018 ~~the 2010~~ Share Plan had ~~802,450~~600,000 shares available for future grants. Information regarding the ~~2010~~2018 Share Plan for the ~~three~~six months ended ~~January 31, 2018~~April 30, 2022 is as follows:

SCHEDULE OF OPTION ACTIVITY

Weighted
Average
Exercise Price
Per Share

Aggregate
Intrinsic
Value

Shares

Options Outstanding at October 31, 2017
1,637,246

$
1.50

Granted
50,000

$
2.30

Exercised
(18,000)

$
0.67

Forfeited
(4,800)

$
3.80

Options Outstanding at January 31, 2018
1,664,446

$
1.52

$
3,752,696
Options Exercisable at January 31, 2018
1,013,106

$
1.72

$
2,120,876

	Shares		Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)
Options outstanding at October 31, 2021		7,409,992	$	3.76
Granted		1,430,000	$	2.74
Options outstanding at April 30, 2022		8,839,992	$	3.60	$	1,371
Options exercisable at April 30, 2022		4,364,161	$	3.63	$	426

The following table summarizes information about stock options outstanding and exercisable under the ~~2010~~2018 Share Plan as of ~~January 31, 2018:~~April 30, 2022:

SCHEDULE OF OUTSTANDING AND EXERCISABLE

Options Outstanding

Options Exercisable

Weighted
Average
Remaining
Contractual
Life
(in years)

Weighted
Average
Remaining
Contractual
Life
(in years)

Weighted
Average
Exercise
Price

Weighted
Average
Exercise
Price

Range of
Exercise Prices

Number
Outstanding

Number
Exercisable

$0.67

983,000
7.40
$
0.67

556,754
6.18
$
0.67
$ 2.27 - $ 7.00

681,446
6.00
$
2.75

456,352
4.61
$
2.99

		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		5,369,992		7.9	$	3.24		3,298,050		7.0	$	3.49
$	3.96 - $5.30		3,470,000		8.5	$	4.16		1,066,111		7.6	$	4.07

Non-Plan Options

In addition to options granted under stock option plans, during the ~~2003 Share Plan~~years ended October 31, 2012 and ~~the 2010 Share Plan,~~2013, the Board of Directors approved the grant of stock options to ~~purchase 1,780,000 shares.~~certain employees and directors. Information regarding stock options ~~outstanding~~ that were ~~not~~ granted ~~under the 2003 Plan or the 2010 Plan~~outside of share plans for the ~~three~~six months ended ~~January 31, 2018~~April 30, 2022 is as follows:

SCHEDULE OF OPTION ACTIVITY

	Shares		Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)
Options outstanding at October 31, 2021		1,642,000	$	2.58
Options outstanding and exercisable at April 30, 2022		1,642,000	$	2.58	$	1,108

Weighted
Average
Exercise
Price Per Share

Aggregate
Intrinsic
Value

Shares

Options Outstanding at October 31, 2017
1,780,000

$
1.58

Options Outstanding and exercisable at
January 31, 2018
1,780,000

$
1.58

$
3,953,820

The following table summarizes information about stock options outstanding and exercisable that were ~~not~~ granted ~~under the 2003 Share Plan or the 2010 Share Plan~~outside of share plans as of ~~January 31, 2018:~~April 30, 2022:

SCHEDULE OF OUTSTANDING AND EXERCISABLE

Range of

Exercise Prices

Number
Outstanding

and

Exercisable

Weighted Average Remaining Contractual Life

(in years)

Weighted
Average
Exercise Price

2.58

1,642,000

0.3

2.58

~~Table of Contents~~

Number
Outstanding
and
Exercisable

Weighted Average
Remaining
Contractual Life
(in years)

Weighted
Average
Exercise
Price
Range of
Exercise Prices

$0.67

1,046,000

4.66

$
0.67
$ 2.58-$ 5.56

734,000

4.11

$
2.88

Stock Awards

~~We account for~~For stock awards granted to employees, directors and consultants that vest upon grant, we recognize expense at the date of grant based on the grant date ~~market~~closing price of the underlying common stock. We did not grant any stock awards that vested upon grant during the six months ended April 30, 2022 or 2021.

Employee Stock Purchase Plan

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 offering period, whichever is lower. The plan was adopted by our Board of Directors on August 13, 2018 and approved by our shareholders on September 27, 2018. During the ~~three~~six months ended ~~January 31, 2018~~April 30, 2022 and ~~2017,~~2021, employees purchased 2,389 and 1,634 shares, respectively, with aggregate proceeds of approximately $7,000 and $3,000, respectively.

Warrants

On October 30, 2020, we issued ~~5,347~~a warrant, expiring on October 30, 2025, to purchase 60,000 shares ~~and 3,463 shares, respectively,~~ of common stock at $2.06 per share, vesting over five months, to ~~consultants~~a consultant for ~~services rendered.~~investor relations services. We recorded consulting expense ~~for~~of approximately $38,000 and $96,000, respectively, during the three and six months ended ~~January 31, 2018~~April 30, 2021, based on the fair value of the warrant on the date of grant recognized on a straight-line basis over the vesting period. On November 16, 2021, the warrant was exercised on a cashless basis and ~~2017 of approximately $15,000 and $18,000, respectively, for the~~25,484 shares were withheld as payment.

On November 1, 2021 we issued a warrant, expiring on October 30, 2026, to purchase 60,000 shares of common stock at $4.77 per share, vesting over five months, to a consultant for investor relations services. We recorded consulting expense of approximately $110,000 and $220,000, respectively, during the three and six months ended April 30, 2022, based on the fair value of the warrant on the date of grant recognized on a straight-line basis over the vesting period.

As of April 30, 2022, we also had warrants outstanding to purchase 300,000 shares of common stock at $6.56 per share, issued ~~to consultants.~~ during fiscal year 2021 and expiring on March 22, 2026.

3. FAIR VALUE MEASUREMENTS

US GAAP defines fair value and establishes a framework for measuring fair value. We have categorized our financial assets and liabilities, based on the priority of the inputs to the 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 input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded in the accompanying condensed consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1 -– Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market which we have the ability to access at the measurement date.

Level 2 -– Financial assets and liabilities whose values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets.

Level 3 – Financial assets and liabilities whose values are based on prices or 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 asset and liabilities.

The following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of ~~January 31, 2018:~~April 30, 2022:

SCHEDULE OF FAIR VALUE MEASUREMENTS

	Level 1		Level 2		Level 3		Total
			(in thousands)
Money market funds:
Cash equivalents	$	25,294	$	-	$	-	$	25,294
Certificates of deposit:
Cash equivalents		2,250		-		-		2,250
Short-term investments		-		1,200				1,200
U. S. treasury bills
Short-term investments		-		3,299		-		3,299
Total financial assets	$	27,544	$	4,499	$	-	$	32,043

~~Table of Contents~~

Level 1
Level 2
Level 3
Total





Money market funds –
    Cash equivalents
$
2,470,624

$
-

$
-

$
2,470,624
Certificates of deposit –
    Short-term investments

-

2,650,000

-

2,650,000
Total financial assets
$
2,470,624

$
2,650,000

$
-

$
5,120,624

The following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, ~~2017:~~2021:

	Level 1		Level 2		Level 3		Total
			(in thousands)
Money market funds:
Cash equivalents	$	28,949	$	-	$	-	$	28,949
Certificates of deposit:
Short term investments		-		2,000		-		2,000
U. S. treasury bills						-
Short-term investments		-		4,599		-		4,599
Total financial assets	$	28,949	$	6,599	$	-	$	35,548

Level 1
Level 2
Level 3
Total





Money market funds –
    Cash equivalents
$
3,079,282

$
-

$
-

$
3,079,282
Certificates of deposit –
    Short term investments

-

3,500,000

-

3,500,000
Total financial assets
$
3,079,282

$
3,500,000

$
-

$
6,579,232

Our non-financial assets that are measured on a non-recurring basis include our patents and property and equipment 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 and accounts payable ~~and accrued expenses~~ approximates their individual carrying amounts due to the short-term nature of these ~~measurements.~~instruments. Cash ~~and cash equivalents~~balances are stated at carrying value which approximates fair value.

4. ~~SHORT-TERM INVESTMENTS~~

~~At January 31, 2018 and October 31, 2017, we had~~ ~~certificates of deposit~~ ~~of $2,650,000 and $3,500,000, respectively, which were classified as~~ ~~short-term investments and reported at fair value.~~

5. ACCRUED EXPENSES

Accrued ~~expense~~expenses consist of the following as of:

SCHEDULE OF ACCRUED EXPENSES

	January 31, 2018		October 31, 2017		April 30,		October 31,
	January 31, 2018		October 31, 2017		2022		2021
Accrued severance costs		161,475		237,563
					(in thousands)
Payroll and related expenses		178,916		51,643	$	477	$	492
Accrued collaborative research and license expenses		220,431		-
Accrued royalty and contingent legal fees						577		577
Accrued other		108,811		119,963		3		26
	$	669,633	$	409,169
Accrued expenses					$	1,057	$	1,095

~~Table of Contents~~

6. ~~PREFERRED STOCK REDEMPTION~~

On November 11, 2016, the holder of all our outstanding Series A Preferred Stock (the “Series A Preferred”) with an aggregate stated value of $3,500,000 exercised its right of redemption to receive such amount from proceeds from the sale of the Company’s equity securities. On December 6, 2016, we entered into an agreement with the holder of the Series A Preferred setting forth the terms under which such redemption would take place (the “Series A Redemption Terms”). Pursuant to the Series A Redemption Terms, on December 9, 2016 the holder of the Series A Preferred received (i) $500,000 in cash, (ii) a 12% secured debenture evidencing the remaining $3,000,000 amount to be redeemed, $1,000,000 of which was due on or before June 1, 2017 and the remainder of which was due November 11, 2017 (the “Redemption Debenture”), and (iii) a 5 year warrant to purchase 500,000 shares of the Company’s common stock at an exercise price equal to 10% below the thirty (30) day volume weighted average closing price of our common stock at closing (the “Redemption Warrant”). The Redemption Debenture was secured by a lien on the Company’s assets and prohibited the Company from incurring any senior indebtedness other than equipment financing in connection with the Company’s business. The Redemption Debenture was paid in full during fiscal year 2017.

The difference between the fair value of the consideration given to the holder of our Series A Preferred and the carrying value of the Series A Preferred represents a return to the preferred shareholder which is treated in a similar manner as that of dividends paid on preferred stock. In the redemption, the Series A Preferred holder received $500,000 in cash, the Redemption Debenture with a present value of approximately $2,999,000 and the Redemption Warrant with a fair value of approximately $2,801,000, determined using the Black Scholes pricing model, and waived the Series A Preferred’s conversion right with an intrinsic value of approximately $792,000, resulting in total consideration given to the Series A Preferred holder of approximately $5,508,000. The difference between the fair value of the consideration and the $3,500,000 carrying value of the Series A Preferred resulted in a deemed dividend to the Series A Preferred holder of approximately $2,008,000.

7. 5. NET ~~INCOME (LOSS)~~LOSS PER SHARE OF COMMON STOCK

Basic net ~~income (loss)~~loss per common share (“Basic EPS”) is computed by dividing net ~~income (loss)~~loss by the weighted average number of common shares outstanding. Diluted net ~~income (loss)~~loss per common share (“Diluted EPS”) is computed by dividing net ~~income (loss)~~loss by the weighted average number of common shares and dilutive common share equivalents and convertible securities then outstanding. The treasury stock method reduces the dilutive effect of potentially dilutive securities as it assumes that any cash proceeds (from the issuance of potentially dilutive securities) are used to buy back shares at the average share price during the period.

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 ~~three~~six months ended ~~January 31, 2018~~April 30, 2022 and ~~2017,~~2021, were stock options to purchase ~~3,458,846~~12,100,626 and ~~3,162,272~~8,813,626 shares, respectively, and warrants to purchase ~~829,400~~360,000 and ~~837,405~~860,000 shares, respectively.

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8. 6. EFFECT OF RECENTLY ADOPTED AND ISSUED PRONOUNCEMENTS

In ~~May 2014,~~January 2020, the ~~Financial Accounting Standards Board ("FASB")~~FASB issued Accounting Standards Update ~~2014-09~~2020-01 (“ASU ~~2014-09”~~2020-01”) Investments-Equity Securities (Topic 321), ~~Revenue from Contracts~~Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in ASU 2020-01 clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with ~~Customers. This amendment updates addressing revenue from contracts with customers, which clarifies existing~~Topic 825, Financial Instruments. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting ~~literature relating to how and when a company recognizes revenue. Under the standard, a company will recognize revenue when it transfers promised goods or services to customers~~for these interactions. The amendments in ~~an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. This standard~~this update isare effective for ~~interim and annual reporting periods~~fiscal years beginning after December 15, ~~2016,~~2020, and ~~were~~interim periods within those fiscal years. The adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures.

In August 2020, the FASB issued Accounting Standards Update 2020-06 (“ASU 2020-06”), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU 2020-06 include guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. Additionally, ASU 2020-06 will require entities to ~~be applied retrospectively or~~use the ~~cumulative effect as of the date of adoption, with early application not permitted. In July 2015, a one-year deferral of the~~“if-converted” method when calculating diluted earnings per share for convertible instruments. The amendments in this update are effective ~~date of the new guidance was approved.~~for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We do not expect the adoption of ~~ASU 2014-09~~this standard to have a material impact on our condensed consolidated financial statements and related disclosures.

In ~~November 2015,~~May 2021, the FASB issued Accounting Standards Update ~~2015-17~~2021-04 (“ASU ~~2015-17”~~No. 2021-04”), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The guidance in ASU 2021-04 requires the issuer to treat a modification of an equity-classified written call option (the “option”) ~~to simplify the presentation of deferred taxes. This amendment requires~~ that all deferred tax assets and liabilities, along with any related valuation allowances, be classified as noncurrent on the balance sheet. Adoption of this standard is required for annual periods beginning after December 15, 2016. The adoption of this amendment did not have an impact on our consolidated financial statements and related disclosures as we currently do not present deferred tax assets or liabilities.

In February 2016, the FASB issued Accounting Standards Update 2016-02 (“ASU 2016-02”) which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard does not ~~substantially change lessor accounting. For public companies,~~cause the ~~standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required~~option to ~~apply the new standard at the beginning~~become liability-classified as an exchange of the ~~earliest period presented in~~original option for a new option. This guidance applies whether the ~~financial statements in which they first apply~~modification is structured as an amendment to the ~~new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. We began a detailed assessment~~terms and conditions of the ~~impact that~~option or as termination of the original option and issuance of a new option. The amendments in this ~~guidance will have on our consolidated financial statements and related disclosures, and our analysis is currently ongoing.~~

In March 2016, the FASB issued Accounting Standards Update 2016-09 (“ASU 2016-09”) that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest orupdate are settled. It also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election for forfeitures as they occur. The guidance is effective ~~for public business entities~~ for fiscal years beginning after December 15, ~~2016, and~~2021, including interim periods within those fiscal years. We ~~adopted ASU 2016-09 on November 1, 2017 and~~do not expect the adoption ~~did not~~of this standard to have ana material impact on our condensed consolidated financial statements and related disclosures.

~~Table of Contents~~

In ~~May 2017,~~October 2021, the FASB issued Accounting Standards Update ~~2017-09~~2021-08 (“ASU ~~2017-09”~~No. 2021-08”), Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to require that ~~provides guidance on determining which changes to~~an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. At the ~~terms~~acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in this update should be applied prospectively and ~~conditions of share-based payment awards require an entity to apply modification accounting. This update is~~are effective ~~for all entities~~ for fiscal years beginning after December 15, ~~2017, and~~2022, including interim periods within those fiscal years. ~~Early~~We do not expect the adoption ~~is permitted. We began~~of this standard to have a ~~detailed assessment of the~~material impact ~~that this guidance will have~~ on our condensed consolidated financial statements and related ~~disclosures, and our analysis is ongoing.~~disclosures.

9. 7. INCOME TAXES

We file Federal, New York, California and Pennsylvania state income tax returns. Due to net operating losses, the statute of limitations for Federal and New York State income tax returns remains open to examination by taxing authorities since the fiscal year ended October 31, 1998. We account for interest and penalties related to income tax matters, if any, in general and administrative expenses. There are no unrecognized income tax benefits as of ~~January 31, 2018 and October 31, 2017.~~

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 substantial net operating loss carryforwards for Federal, New York State and California income tax returns. These net operating loss carryforwards could be subject to limitations under Internal Revenue Code section 382. 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 have substantial net operating loss carryforwards for Federal and California income tax returns. These net operating loss carryforwards could be subject to limitations under Internal Revenue Code section 382. We have 0 unrecognized income tax benefits as of April 30, 2022 and October 31, 2021 and we account for interest and penalties related to income tax matters, if any, in general and administrative expenses.

8. LEASES

We lease approximately 2,000 square feet of office space at 3150 Almaden Expressway, San Jose, California (our principal executive offices) from an unrelated party pursuant to an operating lease that was to expire on September 30, 2021. Effective August 17, 2021, the lease was amended to extend the expiration date to September 30, 2024, with an option to extend the lease an additional two years. Our base rent is approximately $5,000 per month and the lease provides for annual increases of approximately 3% and an escalation clause for increases in certain operating costs. The amendment to the lease resulted in a right-of-use asset and lease liability of approximately $260,000 with a discount rate of 10%. Rent expense was approximately $17,000 and $16,000, respectively, for the three months ended April 30, 2022 and 2021, and approximately $33,000 and $32,000, respectively, for the six months ended April 30, 2022 and 2021.

For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments. The remaining 53-month lease term as of April 30, 2022 for the Company’s lease includes the noncancelable period of the lease and the additional two-year option period that the Company expects to exercise. All right-of-use assets are reviewed for impairment when indications of impairment are present.

~~10.~~ ~~COMMITMENT~~

As of April 30, 2022, the annual minimum future lease payments of our operating lease liabilities were as follows:

SCHEDULE of MINIMUM LEASE PAYMENTS

For Periods Ended October 31,	Operating Leases
	(in thousands)
2022	$	32
2023		66
2024		67
2025		70
2026		65
Total future minimum lease payments, undiscounted		300
Less: Imputed interest		59
Present value of future minimum lease payments	$	241

9. COMMITMENTS AND CONTINGENCES

Litigation Matters

Other than ~~suits we bring~~lawsuits related to ~~enforce~~the enforcement of our patent rights, we are not a party to any material pending legal proceedings, ~~other than~~nor are we aware of any pending litigation or legal proceeding against us that ~~which arise in the ordinary course of business. We believe that any liability that may ultimately result from the resolution of these matters will not, individually or in the aggregate,~~would have a material adverse effect onupon our ~~financial position or~~ results of ~~operations.~~operations or financial condition.

~~Table~~Impact of ~~Contents~~Coronavirus Pandemic

~~Item 2.~~ ~~Management's Discussion~~The ongoing global outbreak of COVID-19 has resulted in significant governmental measures being implemented to control the spread of the virus, and ~~Analysis~~while the breadth of ~~Financial Condition and Results~~these measures has been reduced recently, the Company cannot predict their scope or the severity of ~~Operations.~~

~~GENERAL~~

~~As used herein, “we,” “us,” “our,”~~ the ~~“Company” or “ITUS” means ITUS Corporation and its wholly-owned subsidiaries.~~ ~~From inception through October 2012, our primary operations involved the development of patented technologies~~outbreak in the ~~areas of thin-film displays~~future, and ~~encryption. Commencing in October 2012~~these developments and measures could materially and adversely affect the ~~primary~~Company’s business, the operations of the Company’s collaboration partners, and the Company’s results of operations and financial condition. The Company ~~involved~~is closely monitoring the ~~development, acquisition, licensing,~~impact of the COVID-19 pandemic on all aspects of its business and ~~enforcement~~has taken steps to minimize its impact on the Company’s business. Although COVID-19 has not had a material adverse impact on the Company’s operations and its clinical and preclinical programs, the extent to which COVID-19 ultimately impacts the Company’s business, results of ~~patented technologies that were either owned~~operations or ~~controlled by the Company.~~

In June of 2015, the Company announced the formation of a new subsidiary, Anixa Diagnostics Corporation (“Anixa”), to develop a platform for non-invasive blood tests for the early detection of cancer. That platform is called CchekÔ . In July of 2015, ITUS announced a collaborative research agreement with The Wistar Institute (“Wistar”), the nation’s first independent biomedical research institute and a leading National Cancer Institute designated cancer research center, for the purpose of validating our cancer detection methodologies and establishing protocols for identifying certain biomarkers in the blood which we identified andfinancial condition will depend on future developments which are ~~known to~~highly uncertain and cannot be ~~associated~~predicted with ~~malignancies. In August of 2016 and again in August of 2017, ITUS announced~~confidence, such as the ~~renewal and expansion of our relationship with Wistar.~~

In November of 2017, the Company announced the formation of a new subsidiary, Certainty Therapeutics, Inc. (“Certainty”), to develop immuno-therapy drugs against cancer. Certainty entered into a license agreement with Wistar pursuant to which Certainty was granted an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by Wistar relating to Wistar’s chimeric endocrine receptor targeted therapy technology (such technology being akin to chimeric antigen receptor T-cell (“CAR-T”) technology). We plan to initially focus on the development of a treatment for ovarian cancer, but we also may pursue future applicationsduration of the ~~technology for~~outbreak, the ~~development~~occurrence of treatments for additional solid tumors. The license agreement requires Certainty to make certain cash and equity payments to Wistar. With respect to Certainty’s equity obligations to Wistar, Certainty issued to Wistar shares of its common stock equal to five percent (5%)new mutations of the ~~common stock~~SARS-CoV-2 virus, new information that may emerge concerning the severity of ~~Certainty.~~

~~On November 20, 2017, we announced that Certainty entered into a collaboration agreement with~~COVID-19 or the ~~H. Lee Moffitt Cancer Center and Research Institute, Inc. (“Moffitt”)~~effectiveness of actions taken to ~~advance toward human clinical testing~~contain the CAR-T technology licensed by Certainty from Wistar aimed initially at treating ovarian cancer. Certainty intends to work with researchers at Moffitt to complete studies necessary to submit an Investigational New Drug (“IND”) application with the U.S. Food and Drug Administration (“FDA”).

~~Table of Contents~~

On January 29, 2018, we announced the results of a study augmenting data from our preliminary study released in December 2016. The majority of patient samples collected for this study were from breast cancer and prostate cancer patients, but several other types were also included. With the additional cancers included in this study, we have now demonstrated our technology with 20 types of cancer from solid tumors. In addition to the 15 cancer types noted above, we have evaluated bladder, cervical, head and neck, gastric and testicular cancers.

Over the next several quarters, we expect Cchek™ and Certainty’s ovarian cancer treatment to be the primary focus of the Company. As part of our legacy operations, the Company remains engaged in limited patent licensing activities in the area of encrypted audio/video conference calling. We do not expect these activities to be a significant partpandemic or mitigate its impact, among others. Certain of the Company’s ~~ongoing operations nor do we expect these activities~~collaboration partners have experienced shutdowns or other business disruptions. As a result, the Company’s ability to ~~require material financial resources or attention of senior management.~~

Over the past several quarters, our revenue was derived from technology licensing and the sale of patented technologies, including revenue from the settlement of litigation. In addition to Anixa and Certainty, the Company may make investments in and form new companies to develop additional emerging technologies.

RESULTS OF OPERATIONS

~~Three months ended January 31, 2018 compared with three months ended January 31, 2017~~

~~Revenue~~

~~We had no revenue during the three-month periods ended January 31, 2018 and 2017.~~

~~Inventor Royalties, Contingent Legal Fees and Litigation and Licensing Expenses Related to Patent Assertion~~

~~Inventor royalties, contingent legal fees and litigation and licensing expenses related to patent assertion activities were approximately $25,000~~conduct its business in the ~~three months ended January 31, 2018 compared to approximately $2,000 in~~manner and on the comparable prior year period due to expenses related to continuing litigation. Inventor royalties and contingent legal fees are expensed in the period that the related revenues are recognized. Litigation and licensing expenses related to patent assertion, other than contingent legal fees, are expensed in the period incurred.

~~Amortization of Patents~~

Amortization of patents was approximately $81,000 in each of the three-month periods ended January 31, 2018 and 2017, respectively. We capitalize patent and patent rights acquisition costs and amortize the cost over the estimated economic useful life.

~~Table of Contents~~

~~Research and Development Expenses~~

~~Research and development expenses are related to the development of our early cancer detection and cancer immune-therapy drug platforms and~~ increased by approximately $326,000 to approximately $778,000 in the three months ended January 31, 2018, from approximately $452,000 in the three months ended January 31, 2017. The increase in research and development expenses was primarily due to an increase in costs related to our collaboration and license agreements with Wistar and the initiation of our collaboration agreement with Moffitt of approximately $363,000 and an increase in employee compensation and related costs, other than stock option expense, of approximately $42,000, offset by a decrease in employee stock option expense of approximately $40,000 and a decrease in patent development costs of approximately $26,000.

~~General and Administrative Expenses~~

General and administrative expenses increased by approximately $130,000 to approximately $990,000 in the three months ended January 31, 2018, from approximately $860,000 in the three months ended January 31, 2017. The increase in general and administrative expenses was principally due to an increase in legal and accounting fees of approximately $120,000 due primarily to potential strategic transactions, the commencement and subsequent termination of an at-the-market equity program and the special shareholder meeting scheduled for March 2018, an increase in consultant stock option expense of approximately $53,000 and an increase in consultant fees of approximately $22,000, offset by a decrease in employee compensation of approximately $70,000.

~~Interest Expense~~

Interest expense decreased from approximately $195,000 in the three months ended January 31, 2017 to $-0- in the current period due to the payment in full of the patent acquisition obligation and the secured debenture during fiscal year 2017.

~~Interest Income~~

Interest income increased by approximately $8,000 to approximately $9,000 in the three months ended January 31, 2018, from approximately $1,000 in the comparable prior year period as a result of additional cash on hand.

~~Net Loss Attributable to Noncontrolling Interest~~

The net loss attributable to noncontrolling interest of approximately $27,000 in the three months ended January 31, 2018 represents Wistar’s 5% ownership interest in Certainty’s net loss for the three-month period.

~~Deemed Dividend to Preferred Shareholder~~

The deemed dividend to preferred shareholder of approximately $2,009,000 in 2017 resulted from the redemption of our Series A Preferred. The difference between the fair value of the consideration given to the holder of our Series A Preferred and the carrying value of the Series A Preferred represented a return to the preferred shareholder and was treated in a similar manner as that of dividends paid on preferred stock.

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~~LIQUIDITY AND CAPITAL RESOURCES~~

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

~~Based on currently available information as of March 8, 2018, we believe that our existing cash, cash equivalents, short-term investments and expected cash flows will~~timelines presently planned could be sufficient to fund our activities for the next 12 months. However, our projections of future cash needs and cash flows may differ from actual results. If current cash on hand, cash equivalents, short-term investments and cash that may be generated from our business operations are insufficient to continue to operate our business,materially or if we elect to invest in or acquire a company or companies that are synergistic with or complimentary to our technologies, we may be required to obtain more working capital. We may seek to obtain working capital during our fiscal year ending 2018 or thereafter through sales of our equity securities or through bank credit facilities or public or private debt from various financial institutions where possible. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we do identify sources for additional funding,the sale of additional equity securities or convertible debt could result in dilution to our shareholders. Additionally, the sale of equity securities or issuance of debt securities may be subject to certain security holder approvals or may result in the downward adjustment of the exercise or conversion price of our outstanding securities. We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as sales of equity or debt, would be available or would be approved by our security holders, if needed, on favorable terms or at all. If we fail to obtain additional working capital as and when needed, such failurenegatively affected, which could have a material adverse impact on ~~our~~the Company’s business, results of operations and financial condition. ~~Furthermore, such lack~~

10. SEGMENT INFORMATION

We follow the accounting guidance of ~~funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us to reduce~~ASC 280 “Segment Reporting” (“ASC 280”). Reportable operating ~~expenses, which would significantly harm the business and development of operations.~~

~~CRITICAL ACCOUNTING POLICIES~~

~~The Company’s condensed consolidated financial statements~~segments 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.

~~Table of Contents~~

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, 2017, the following accounting policies require our most difficult, subjective or complex judgments:

~~Revenue Recognition; and~~

~~Stock-Based Compensation~~

~~Revenue Recognition~~

Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed pursuant to the terms of the arrangement, (iii) amounts are fixed or determinable, and (iv) the collectability of amounts is reasonably assured.

~~Patent Licensing Revenue~~

~~In certain instances, our past revenue arrangements have provided for the payment of contractually~~ determined 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 had no further obligations. As such, the earnings process was complete and revenue has been recognized upon the execution of the agreement, when collectability was reasonably assured, and when all other revenue recognition criteria were met.

~~Stock-Based Compensation~~

~~The compensation cost for service based stock options granted to employees and directors is measured at the grant date,~~ based on the ~~fair value~~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 ~~the award using the Black-Scholes pricing model, and is recognized as an expense~~operations are primarily reviewed on a ~~straight-line~~consolidated basis, ~~over~~ the ~~requisite service period (the vesting period~~chief operating decision-maker manages the enterprise in 4 reportable segments, each with different operating and potential revenue generating characteristics: (i) CAR-T Therapeutics, (ii) Cancer Vaccines, (iii) Anti-Viral Therapeutics and (iv) Other. The following represents selected financial information for our segments for the three and six months ended April 30, 2022 and 2021 and as of April 30, 2022 and October 31, 2021, in thousands:

SCHEDULE of SEGMENT INFORMATION

		2022			2021			2022			2021
	For the Three Months Ended April 30,						For the Six Months Ended April 30,
	2022			2021			2022			2021
Net Loss:
CAR-T Therapeutics	$	(1,399	)	$	(1,446	)	$	(3,010	)	$	(2,406	)
Cancer Vaccines		(1,423	)		(662	)		(2,780	)		(1,569	)
Anti-Viral Therapeutics		(757	)		(310	)		(1,661	)		(791	)
Other		(9	)		(19	)		(16	)		97
Total	$	(3,588	)	$	(2,437	)	$	(7,467	)	$	(4,669	)
Net loss	$	(3,588	)	$	(2,437	)	$	(7,467	)	$	(4,669	)
Total operating costs and expenses	$	3,589		$	2,437		$	7,469		$	5,183
Less non-cash share-based compensation		(1,681	)		(1,051	)		(4,036	)		(2,037	)
Operating costs and expenses excluding non-cash share-based compensation	$	1,908		$	1,386		$	3,433		$	3,146
Operating costs and expenses excluding non-cash share based compensation:
CAR-T Therapeutics	$	759		$	935		$	1,427		$	1,492
Cancer Vaccines		740			299			1,220			837
Anti-Viral Therapeutics		402			138			774			409
Other		7			14			12			408
Total	$	1,908		$	1,386		$	3,433		$	3,146
Operating costs and expenses excluding non-cash share based compensation expense	$	1,908		$	1,386		$	3,433		$	3,146

	April 30, 2022		October 31, 2021
Total assets:
CAR-T Therapeutics	$	13,014	$	15,068
Cancer Vaccines		12,680		13,276
Anti-Viral Therapeutics		6,883		7,368
Other		220		545
Total	$	32,797	$	36,257
Total Asset	$	32,797	$	36,257

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

The Company’s consolidated revenue of $513,000 and inventor royalties, contingent legal fees, litigation and licensing expense of $385,000 for the six months ended April 30, 2021 were solely related to our encrypted audio/video conference calling technology, which is ~~one to ten years. For service~~included in our Other segment. All our revenue is generated domestically (United States) based ~~stock options granted to consultants we estimate~~on the ~~fair value of~~country in which the ~~stock options and recognize expense at each reporting period using the Black-Scholes pricing model.~~ licensee is located.

~~Table of Contents~~

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Black-Scholes pricing model requires the input of highly subjective assumptions. These variables include, but are not limited to, our stock price volatility over the term of the stock options, and actual and projected employee stock option exercise behaviors.

~~EFFECT OF RECENTLY ISSUED PRONOUNCEMENTS~~

~~We discuss the effect of recently issued pronouncements in the Notes to our Condensed Consolidated Financial Statements.~~

~~FORWARD-LOOKING STATEMENTS~~

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, ~~(the “Securities Act”),~~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, ~~2017~~2021 and the condensed consolidated financial statements included in this Report. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report.

GENERAL

We discuss the description of our business in the Notes to our Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

Three months ended April 30, 2022 compared with three months ended April 30, 2021

Revenue

We had no revenue during the three months ended April 30, 2022 and 2021.

Over the past several years, our revenue, if any, was derived from technology licensing and the sale of patented technologies, including revenue from the settlement of litigation. 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 intend 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.

Inventor Royalties, Contingent Legal Fees, Litigation and Licensing Expenses

We had no inventor royalties, contingent legal fees, litigation and licensing expenses during the three-month periods ended April 30, 2022 and 2021.

Research and Development Expenses

Research and development expenses are related to the development of our cancer therapeutics and vaccine programs and our anti-viral drug program, and increased by approximately $713,000 to approximately $1,735,000 in the three months ended April 30, 2022, from approximately $1,022,000 in the three months ended April 30, 2021. The increase in research and development expenses was primarily due to an increase in employee stock option compensation expense of approximately $529,000, an increase in employee compensation and related costs, other than stock option compensation expense, of approximately $254,000, an increase in outside research and development expense related to our anti-viral drug program of approximately $81,000, offset by a decrease of approximately $158,000 in outside research and development related to our CAR-T therapeutics program.

Research and development expenses incurred in the three months ended April 30, 2022 associated with each of our development programs consisted of approximately $709,000 for CAR-T therapeutics, approximately $695,000 for cancer vaccines and approximately $331,000 for anti-viral therapeutics.

General and Administrative Expenses

General and administrative expenses increased by approximately $439,000 to approximately $1,854,000 in the three months ended April 30, 2022, from approximately $1,415,000 in the three months ended April 30, 2021. The increase in general and administrative expenses was primarily due to an increase in employee compensation and related costs, other than stock option compensation expense, of approximately $250,000, an increase in investor and public relations expense of approximately $199,000, an increase in employee stock option compensation expense of approximately $54,000, offset by a decrease of approximately $52,000 of consultant stock option and warrant expense.

Interest Income

Interest income was approximately $1,000 and $0 in the three month periods ended April 30, 2022 and 2021.

Net Loss Attributable to Noncontrolling Interest

The net loss attributable to noncontrolling interest, representing Wistar’s 5% ownership interest in Certainty’s net loss, was approximately $44,000 and $38,000, respectively, in the three months ended April 30, 2022 and 2021.

Six months ended April 30, 2022 compared with six months ended April 30, 2021

Revenue

We had no revenue during the six months ended April 30, 2022.

For the six months ended April 30, 2021, we recorded revenue of approximately $513,000 from one license agreement. The license agreement provided for a one-time, non-recurring, lump sum payment in exchange for a non-exclusive retroactive and future license, and covenant not to sue. Pursuant to the terms of the agreement, 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. Accordingly, the performance obligations from this license agreement were satisfied and 100% of the revenue was recognized upon execution of the license agreement.

As discussed in Note 1 to our condensed consolidated financial statements, as part of our legacy operations, the Company remains engaged in limited patent licensing activities which we do not expect to be a significant part of our ongoing operations or revenue, nor do we expect these activities to require material financial resources or attention of senior management.

~~Item 3.~~ ~~Quantitative~~

We have not generated any revenue to date from our therapeutics or vaccine programs. In addition, while we pursue our therapeutics and ~~Qualitative Disclosures About Market Risk.~~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 intend 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.

Inventor Royalties, Contingent Legal Fees, Litigation and Licensing Expenses

We had no inventor royalties, contingent legal fees, litigation and licensing expenses during the six-month period ended April 30, 2022.

Inventor royalties, contingent legal fees, litigation and licensing expenses for the six months ended April 30, 2021 were approximately $385,000. Inventor royalties and contingent legal fees are expensed in the period that the related revenues are recognized. Litigation and licensing expenses related to patent assertion, other than contingent legal fees, are expensed in the period incurred.

Research and Development Expenses

The increase in research and development expenses was primarily due to an increase in employee stock option compensation expense of approximately $1,446,000, an increase in employee compensation and related costs, other than stock option compensation expense, of approximately $340,000, an increase in outside research and development expense related to our anti-viral drug program of approximately $96,000, an increase in outside research and development expense related to ovarian cancer program of approximately $71,000, an increase of approximately $59,000 of consultant stock option and warrant expense, offset by a decrease of approximately $180,000 in outside research and development related to our CAR-T therapeutics program and a decrease in license fees of approximately $110,000.

Research and development expenses incurred in the six months ended April 30, 2022 associated with each of our development programs consisted of approximately $1,452,000 for CAR-T therapeutics, approximately $1,403,000 for cancer vaccines and approximately $718,000 for anti-viral therapeutics.

General and Administrative Expenses

General and administrative expenses increased by approximately $948,000 to approximately $3,896,000 in the six months ended April 30, 2022, from approximately $2,948,000 in the six months ended April 30, 2021.

The increase in general and administrative expenses was primarily due to an increase in employee stock option compensation expense of approximately $550,000, an increase in investor and public relations expense of approximately $432,000, an increase employee compensation and related costs, other than stock option compensation expense, of approximately $226,000, offset by a decrease in directors stock option expense of approximately $154,000 and as decrease in consultant stock option and warrant expense of approximately $124,000.

Interest Income

Interest income was approximately $2,000 and $1,000 in the six month periods ended April 30, 2022 and 2021.

Net Loss Attributable to Noncontrolling Interest

The net loss attributable to noncontrolling interest, representing Wistar’s 5% ownership interest in Certainty’s net loss, was approximately $94,000 and $62,000, respectively, in the six months ended April 30, 2022 and 2021.

LIQUIDITY AND CAPITAL RESOURCES

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

Based on currently available information as of June 10, 2022, we believe that our existing cash, cash equivalents, short-term investments and expected cash flows will be sufficient to fund our activities for at least the next twelve months. We have implemented a business model that conserves funds by collaborating with third parties to develop our technologies. However, our projections of future cash needs and cash flows may differ from actual results. If current cash on hand, cash equivalents, short-term investments and cash that may be generated from our business operations are insufficient to continue to operate our business, or if we elect to invest in or acquire a company or companies or new technology or technologies that are synergistic with or complementary to our technologies, we may be required to obtain more working capital. We may seek to obtain working capital during our fiscal year 2022 or thereafter through sales of our equity securities or through bank credit facilities or public or private debt from various financial institutions where possible. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we do identify sources for additional funding, the sale of additional equity securities or convertible debt will result in dilution to our stockholders. We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as sales of equity or debt, would be available or would be approved by our security holders, if needed, on favorable terms or at all. If we fail to obtain additional working capital as and when needed, such failure could have a material adverse impact on our business, results of operations and financial condition. Furthermore, such lack of funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which would significantly harm the business and development of operations.

During the six months ended April 30, 2022, cash used in operating activities was approximately $3,503,000. Cash provided by investing activities was approximately $2,100,000, resulting from the proceeds on maturities of short term investments of approximately $6,349,000, which was offset by the purchase of short term investments totaling approximately $4,249,000. Cash provided by financing activities was approximately $7,000. As a result, our cash, cash equivalents, and short-term investments at April 30, 2022 decreased approximately $3,496,000 to approximately $32,231,000 from approximately $35,727,000 at the end of fiscal year 2021.

CRITICAL ACCOUNTING POLICIES

The Company’s 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.

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, 2021, the following accounting policies require our most difficult, subjective or complex judgments:

	●	Revenue Recognition; and
	●	Stock-Based Compensation.

Revenue Recognition

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.

Our 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 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.

Our revenue arrangements provide 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.

Stock-Based Compensation

The compensation cost for service-based stock options granted to employees, directors and consultants is measured at the grant date, based on the fair value of the award using the Black-Scholes pricing model, and is recognized as an expense on a straight-line basis over the requisite service period (the vesting period of the stock option) which is one to four years. For employee options vesting if the trading price of the Company’s common stock exceeds certain price targets, we use a Monte Carlo Simulation in estimating the fair value at grant date and recognize compensation cost over the implied service period.

For stock awards granted to employees and directors that vest at date of grant, we recognize expense based on the grant date market price of the underlying common stock. For restricted stock awards vesting upon achievement of a price target of our common stock, we use a Monte Carlo Simulation in estimating the fair value at grant date and recognize compensation cost over the implied service period (median time to vest).

The Black-Scholes pricing model and the Monte Carlo Simulation we use to estimate fair value requires valuation assumptions of expected term, expected volatility, risk-free interest rates and expected dividend yield. The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. For employees we use the simplified method, which is a weighted average of the vesting term and contractual term, to determine expected term. The simplified method was adopted since we do not believe that historical experience is representative of future performance because of the impact of the changes in our operations and the change in terms from historical options. For consultants, we use the contract term for expected term. Under the Black-Scholes pricing model, we estimated the expected volatility of our shares of common stock based upon the historical volatility of our share price over a period of time equal to the expected term of the grants. We estimated the risk-free interest rate based on the implied yield available on the applicable grant date of a U.S. Treasury note with a term equal to the expected term of the underlying grants. We made the dividend yield assumption based on our history of not paying dividends and our expectation not to pay dividends in the future.

We will reconsider use of the Black-Scholes pricing model and the Monte Carlo Simulation if additional information becomes available in the future that indicates another model would be more appropriate. If factors change and we employ different assumptions in future periods, the compensation expense that we record may differ significantly from what we have recorded in the current period.

EFFECT OF RECENTLY ISSUED PRONOUNCEMENTS

We do not believe that any of the recently issued accounting pronouncements will have a material effect on the Company’s consolidated financial statements.

Item3.

Quantitative and Qualitative Disclosures About Market Risk.

As of ~~January 31, 2018,~~April 30, 2022, we had investments in short-term, fixed rate and highly liquid instruments that have historically been reinvested when they mature throughout the year. Although our existing instruments are not considered at risk with respect to changes in interest rates or markets for these instruments, our rate of return on these securities could be affected at the time of reinvestment, if any.

Item4.

Controls and Procedures.

~~Item 4.~~ ~~Controls and Procedures.~~

We carried out an evaluation, under the supervision and with the participation of our management including our ~~President and~~ Chief Executive Officer and our President, Chief Operating Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule ~~13-15(b)~~13(a)-15(b) of the ~~Securities~~ Exchange ~~Act of 1934, as amended.~~Act. Based upon that evaluation, our ~~President and~~ Chief Executive Officer and our President, Chief Operating Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this ~~report.~~ Report.

~~Table of Contents~~

There was no change in our internal control over financial reporting during the ~~first~~second quarter of fiscal year ~~2018~~2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Table of Contents~~

PART II. OTHER INFORMATION

Item 1. Legal ~~Proceedings~~.Proceedings.

Item 1A. Risk ~~Factors~~.Factors.

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2017.~~2021.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds~~.Proceeds. None.

During the three months ended January 31, 2018, the Company issued an aggregate of 5,347 shares of our common stock to a company in payment of investor relations services. The common stock was issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act as they were issued to recipients, without a view to distribution, and were not issued through any general solicitation or advertisement.

Item 3. Defaults Upon Senior ~~Securities~~Securities..None.

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

Item 5. Other ~~Information~~Information.. None.

Item 6. Exhibits.

	31.1	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 10, 2022.
	31.2	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 10, 2022.
	32.1	Statement of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated June 10, 2022.
	32.2	Statement of Chief Financial Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated June 10, 2022.
	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)

~~31.1 Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 8, 2018.~~

SIGNATURES

~~31.2 Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 8, 2018.~~

~~32.1 Statement of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated March 8, 2018.~~

~~32.2 Statement of Chief Financial Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated March 8, 201.~~

~~Table of Contents~~

~~SIGNATURES~~

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

	~~ITUS CORPORATION~~ ANIXA BIOSCIENCES, INC.

	By:	/s/ Dr. Amit Kumar
		Dr. Amit Kumar
		Chairman ~~President~~ and Chief Executive Officer
~~March 8, 2018~~ June 10, 2022		(Principal Executive Officer)

	By:
	~~By:~~	/s/ Michael J. Catelani
		Michael J. Catelani
		President, Chief Operating Officer and
		Chief Financial Officer
June 10, 2022		(Principal Financial and
~~March 8, 2018~~		Accounting Officer)

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)

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

Large accelerated filer ~~[ ]~~ ☐				Accelerated filer ~~[ ]~~ ☐
Non-accelerated filer ~~[ ] (Do not check if a smaller reporting company)~~ ☒		Smaller reporting company ~~[X]~~ ☒
	Emerging growth company ~~[ ]~~		☐

ITUS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the three months ended January 31,
	2018		2017
Reconciliation of net loss to net cash used in operating activities:
Net loss	$	(1,865,474)	$	(1,589,260)
Stock option compensation to employees and directors		214,427		259,737
Stock option compensation to consultants		52,546		-
Common stock issued to consultants		15,002		17,811
Depreciation of property and equipment		4,391		10,505
Amortization of patents		81,324		81,324
Accretion of interest on patent acquisition obligations to interest expense		-		141,299
Issuance of noncontrolling interest in Certainty Therapeutics, Inc. expensed as a license fee		64,656		-
Change in operating assets and liabilities:
Prepaid expenses and other current assets		(103,930)		93,480
Accounts payable		(63,399)		167,453
Accrued expenses		260,464		87,738
Net cash used in operating activities		(1,339,993)		(729,913)

Cash flows from investing activities:
Disbursements to acquire short-term investments in certificates of deposit		(1,250,000)		-
Proceeds from maturities of short-term investments in certificates of deposit		2,100,000		150,000
Purchase of property and equipment		(2,518)		(14,121)
Net cash provided by investing activities		847,482		135,879

Cash flows from financing activities:
Redemption of convertible preferred stock		-		(500,000)
Proceeds from exercise of employee stock options		-		5,665
Net cash used in by financing activities		-		(494,335)

Net decrease in cash and cash equivalents		(492,511)		(1,088,369)
Cash and cash equivalents at beginning of period		3,339,374		2,488,323
Cash and cash equivalents at end of period	$	2,846,863	$	1,399,954

Supplemental disclosure of non-cash financing activities:
Redemption of Series A convertible preferred stock into secured debenture (Note 6)	$	-	$	(3,000,000)

The accompanying notes are an integral part of these statements.

ITUS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED JANUARY 31, 2018 (UNAUDITED)

				Additional Paid-in Capital				Total Shareholders’ Equity		Non- controlling Interest
	Common Stock					Accumulated Deficit						Total Equity
	Shares	Par Value				Accumulated Deficit						Total Equity

Balance, October 31, 2017	16,602,759	$	166,028	$	163,931,079	$	(156,174,184)	$	7,922,923	$	-	$	7,922,923

Stock option compensation to employees and directors	-		-		214,427		-		214,427		-		214,427

Stock option compensation to consultants	-		-		52,546		-		52,546		-		52,546

Common stock issued upon exercise of stock options	23,085		231		(231)		-		-		-		-

Common stock issued to consultants	5,347		53		14,949		-		15,002		-		15,002

Issuance of noncontrolling interest in Certainty Therapeutics, Inc	-		-		68,974		-		68,974		(4,318)		64,656

Net loss	-		-		-		(1,838,072)		(1,838,072)		(27,402)		(1,865,474)

Balance, January 31, 2018	16,631,191	$	166,312	$	164,281,744	$	(158,012,256)	$	6,435,800	$	(31,720)	$	6,404,080

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

Balance October 31, 2017	$	0
Issuance of noncontrolling interest in Certainty		(4,318)
Net loss attributable to noncontrolling interest		(27,402)
Balance January 31, 2018	$	(31,720)

		Weighted Average Exercise Price Per Share
				Aggregate Intrinsic Value

	Shares
Options Outstanding at October 31, 2017	30,600	$	3.16
Exercised	(10,600)	$	0.67
Forfeited	(5,600)	$	3.63
Options Outstanding and exercisable at January 31, 2018	14,400	$	4.81	$	17,280

	Number Outstanding and Exercisable	Weighted Average Remaining Contractual Life (in years)
				Weighted Average Exercise Price
Range of Exercise Prices
Range of Exercise Prices
$ 0.67 - $17.50	14,400	1.31	$	4.81

	Options Outstanding				Options Exercisable
		Weighted Average Remaining Contractual Life (in years)				Weighted Average Remaining Contractual Life (in years)
								Weighted Average Exercise Price
				Weighted Average Exercise Price
Range of Exercise Prices	Number Outstanding				Number Exercisable
Range of Exercise Prices	Number Outstanding				Number Exercisable

$0.67	983,000	7.40	$	0.67	556,754	6.18	$	0.67
$ 2.27 - $ 7.00	681,446	6.00	$	2.75	456,352	4.61	$	2.99