UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended April 30, 2026

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

For the transition period from ______ to ______

Commission file number 001-37492

ANIXA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

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

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

(408) 708-9808

(Registrant’s telephone number, including area code)

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

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

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

Yes ☒

No ☐

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

Yes ☒

No ☐

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

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

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

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

Yes ☐

No ☒

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

On June 10, 2026, the registrant had outstanding 34,023,063 shares of Common Stock, par value $.01 per share, which is the registrant’s only class of common stock.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.		1

	Condensed Consolidated Balance Sheets (Unaudited) as of April 30, 2026 and October 31, 2025	1

	Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended April 30, 2026 and 2025	2

	Condensed Consolidated Statements of Equity (Unaudited) for the three months ended April 30, 2026 and 2025	3

	Condensed Consolidated Statements of Equity (Unaudited) for the six months ended April 30, 2026 and 2025	4

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended April 30, 2026 and 2025	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		22

Item 4. Controls and Procedures.		22

PART II. OTHER INFORMATION		23

Item 1. Legal Proceedings.		23

Item 1A. Risk Factors.		23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		23

Item 3. Defaults Upon Senior Securities.		23

Item 4. Mine Safety Disclosures.		23

Item 5. Other Information.		23

Item 6. Exhibits.		23

SIGNATURES		24

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share data)

	April 30, 2026			October 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	1,477		$	1,244
Short-term investments		12,209			13,930
Receivables		56			-
Prepaid expenses and other current assets		950			713
Total current assets		14,692			15,887

Operating lease right-of-use asset		173			193

Total assets	$	14,865		$	16,080

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	252		$	165
Accrued expenses		1,205			1,761
Operating lease liability		44			41
Total current liabilities		1,501			1,967

Operating lease liability, non-current		140			163
Total liabilities		1,641			2,130

Commitments and contingencies (Note 10)					-

Equity:
Shareholders’ equity:
Preferred stock, par value $100 per share; 19,860 shares authorized; no shares issued or outstanding		-			-
Series A convertible preferred stock, par value $100 per share; 140 shares authorized; no shares issued or outstanding		-			-
Preferred stock, value		-			-
Common stock, par value $.01 per share; 100,000,000 shares authorized; 33,922,776 and 33,013,829 shares issued and outstanding as of April 30, 2026 and October 31, 2025, respectively		339			330
Additional paid-in capital		270,894			266,508
Accumulated deficit		(256,758	)		(251,677	)
Total shareholders’ equity		14,475			15,161
Noncontrolling interest (Note 2)		(1,251	)		(1,211	)
Total equity		13,224			13,950

Total liabilities and equity	$	14,865		$	16,080

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)

	2026			2025			2026			2025
	For the three months ended						For the six months ended
	April 30,						April 30,
	2026			2025			2026			2025

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
Research and development expenses (including non-cash stock-based compensation expenses of $286, $417, $624 and $814, respectively)		1,258			1,322			2,360			2,874
General and administrative expenses (including non-cash stock-based compensation expenses of $379, $571, $837 and $1,229, respectively)		1,389			1,681			3,003			3,515
Total operating expenses		2,647			3,003			5,363			6,389

Loss from operations		(2,647	)		(3,003	)		(5,363	)		(6,389	)

Interest income		111			190			242			363

Net loss		(2,536	)		(2,813	)		(5,121	)		(6,026	)

Less: Net loss attributable to noncontrolling interest		(20	)		(23	)		(40	)		(52	)

Net loss attributable to common shareholders	$	(2,516	)	$	(2,790	)	$	(5,081	)	$	(5,974	)

Net loss per common share attributable to common shareholders:
Basic and diluted	$	(0.07	)	$	(0.09	)	$	(0.15	)	$	(0.19	)

Weighted average common shares outstanding:
Basic and diluted		33,593			32,202			33,413			32,200

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

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except share data)

FOR THE THREE MONTHS ENDED APRIL 30, 2026 (UNAUDITED)

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

Balance, January 31, 2026		33,463,440	$	335	$	268,984	$	(254,242	)	-	$	15,077		$	(1,231	)	$	13,846
Stock option compensation to employees and directors		-		-		637		-				637			-			637
Stock options issued to consultants		-		-		28		-				28			-			28
Common stock issued in an at-the-market offering, net of offering expenses of $53		457,806		4		1,241		-				1,245			-			1,245
Common stock issued pursuant to an employee stock purchase plan		1,530		-		4		-				4			-			4
Cancelation of treasury shares		-		-		-		-		-		-			-			-
Common stock issued upon exercise of stock options		-		-		-		-		-		-			-			-
Net loss		-		-		-		(2,516	)	-		(2,516	)		(20	)		(2,536	)

Balance, April 30, 2026		33,922,776	$	339	$	270,894	$	(256,758	)	-	$	14,475		$	(1,251	)	$	13,224

FOR THE THREE MONTHS ENDED APRIL 30, 2025 (UNAUDITED)

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

Balance, January 31, 2025		32,196,862		$	322	$	261,470		$	(243,934	)	$	(6	)	$	17,852		$	(1,139	)	$	16,713
Stock option compensation to employees and directors		-			-		962			-			-			962			-			962
Stock options issued to consultants		-			-		26			-			-			26			-			26
Common stock issued in an at-the-market offering, net of offering expenses of $33		14,712			-		14			-			-			14			-			14
Common stock issued pursuant to an employee stock purchase plan		1,518			-		4			-			-			4			-			4
Cancelation of treasury shares		(2,000	)		-		(6	)		-			6			-			-			-
Net loss		-			-		-			(2,790	)		-			(2,790	)		(23	)		(2,813	)

Balance, April 30, 2025		32,211,092		$	322	$	262,470		$	(246,724	)	$	-		$	16,068		$	(1,162	)	$	14,906

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

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except share data)

FOR THE SIX MONTHS ENDED APRIL 30, 2026 (UNAUDITED)

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

Balance, October 31, 2025		33,013,829	$	330	$	266,508	$	(251,677	)	-	$	15,161		$	(1,211	)	$	13,950
Stock option compensation to employees and directors		-		-		1,405		-				1,405			-			1,405
Stock options issued to consultants		-		-		56		-				56			-			56
Common stock issued in an at-the-market offering, net of offering expenses of $135		887,134		9		2,861		-				2,870			-			2,870
Common stock issued pursuant to an employee stock purchase plan		1,530		-		4		-				4			-			4
Common stock issued upon exercise of stock options		20,283		-		60		-		-		60			-			60
Net loss		-		-		-		(5,081	)	-		(5,081	)		(40	)		(5,121	)

Balance, April 30, 2026		33,922,776	$	339	$	270,894	$	(256,758	)	-	$	14,475		$	(1,251	)	$	13,224

FOR THE SIX MONTHS ENDED APRIL 30, 2025 (UNAUDITED)

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

Balance, October 31, 2024		32,196,862		$	322	$	260,432		$	(240,750	)	$	(6	)	$	19,998		$	(1,110	)	$	18,888
Stock option compensation to employees and directors		-			-		1,993			-			-			1,993			-			1,993
Stock options issued to consultants		-			-		50			-			-			50			-			50
Common stock issued in an at-the-market offering, net of offering expenses of $51		14,712			-		(3	)		-			-			(3	)		-			(3	)
Common stock issued in an at-the-market offering, net of offering expenses		14,712			-		(3	)		-			-			(3	)		-			(3	)
Common stock issued pursuant to an employee stock purchase plan		1,518			-		4			-			-			4			-			4
Cancelation of treasury shares		(2,000	)		-		(6	)		-			6			-			-			-
Net loss		-			-		-			(5,974	)		-			(5,974	)		(52	)		(6,026	)

Balance, April 30, 2025		32,211,092		$	322	$	262,470		$	(246,724	)	$	-		$	16,068		$	(1,162	)	$	14,906

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)

	2026			2025
	For the six months ended April 30,
	2026			2025
Cash flows from operating activities:
Reconciliation of net loss to net cash used in operating activities:
Net loss	$	(5,121	)	$	(6,026	)
Stock option compensation to employees and directors		1,405			1,993
Stock options issued to consultants		56			50
Amortization of operating lease right-of-use asset		20			18
Amortization of discount on held-to-maturity securities		71			(79	)
Change in operating assets and liabilities:
Receivables		(56	)		173
Prepaid expenses and other current assets		(237	)		96
Accounts payable		87			(241	)
Accrued expenses		(556	)		(380	)
Operating lease liability		(20	)		(11	)
Net cash used in operating activities		(4,351	)		(4,407	)

Cash flows from investing activities:
Disbursements to acquire short-term investments		(24,642	)		(24,929	)
Proceeds from maturities of short-term investments		26,292			29,974
Net cash provided by investing activities		1,650			5,045

Cash flows from financing activities:
Proceeds (expenses) from sale of common stock in an at-the-market offering, net of offering expenses of $135 and $51, respectively		2,870			(3	)
Proceeds from sale of common stock pursuant to an employee stock purchase plan		4			4
Proceeds from exercise of stock options		60			-
Net cash provided by financing activities		2,934			1

Net increase in cash and cash equivalents		233			639
Cash and cash equivalents at beginning of period		1,244			1,271
Cash and cash equivalents at end of period	$	1,477		$	1,910

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

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BUSINESS AND FUNDING

Description of Business

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

Anixa Biosciences, Inc. is a biotechnology company developing therapies and vaccines that are focused on critical unmet needs in oncology. Our therapeutics program consists of the development of liraltagene autoleucel (“lira-cel”), a chimeric endocrine receptor-T cell therapy, which is a novel form of chimeric antigen receptor-T cell (“CAR-T”) technology, initially focused on treating ovarian cancer, that is being developed at our subsidiary, Certainty Therapeutics, Inc. (“Certainty”). Our vaccine programs include (i) the development of a vaccine against breast cancer, (ii) the development of a vaccine against ovarian cancer, and (iii) a vaccine discovery program utilizing the same mechanism as our breast and ovarian cancer vaccines to develop additional cancer vaccines to address many intractable cancers, including high incidence malignancies in lung, colon and prostate.

Our subsidiary, Certainty, is developing immuno-therapy drugs against cancer. Certainty holds an exclusive worldwide, royalty-bearing license to use certain intellectual property owned or controlled by The Wistar Institute (“Wistar”), the nation’s first independent biomedical research institute and a leading National Cancer Institute (“NCI”) designated cancer research center, relating to Wistar’s chimeric endocrine receptor targeted therapy technology. We have initially focused on the development of a treatment for ovarian cancer, but we also may pursue applications of the technology for the development of treatments for additional solid tumors. The license agreement requires Certainty to make certain cash and equity payments to Wistar upon achievement of specific development milestones. With respect to Certainty’s equity obligations to Wistar, Certainty issued to Wistar shares of its common stock equal to five percent (5%) of the common stock of Certainty. Such equity stake is subject to dilution by further funding of Certainty’s activities by the Company. Due to such Company funding, Wistar’s equity stake in Certainty was 3.9% as of April 30, 2026.

Certainty, in collaboration with the H. Lee Moffitt Cancer Center and Research Institute, Inc. (“Moffitt”), has begun human clinical testing of lira-cel, the CAR-T technology licensed by Certainty from Wistar aimed at treating ovarian cancer. After receiving authorization from the U.S. Food and Drug Administration (“FDA”), we commenced enrollment of patients in a Phase 1 clinical trial and treated the first patient in August 2022. Further, in May 2023 and August 2023, we treated the second and third patients in the trial, respectively, at the same dose level as the first patient, and the treatment was well-tolerated by the patients. Between February and June 2024, we treated the three patients of the second dose cohort, where the patients were administered a three-times higher dose of cells than the patients in the first cohort. The treatment at this dose level was also well-tolerated by the patients. From November 2024 to February 2025, we treated three patients in the third dose cohort, where they were administered a ten-times higher dose of cells than the patients in the first dose cohort. Consistent with the lower dose cohorts, the treatment was well-tolerated by the patients. Subsequently, we have treated patients in the fourth dose cohort, administering a 30-times higher dose of cells than the patients in the first dose cohort, and again the treatment appears to have been well-tolerated.

While the dose levels in these cohorts were expected to be sub-therapeutic, multiple patients have exhibited anecdotal signs of efficacy, including possible signs of T cell infiltration, tumor necrosis and encouraging survival observations. Through the date of this Report, thirteen patients have been treated, and several have lived significantly beyond their expected median survival of approximately three to four months, based on disease stage and prior therapy history. One patient survived 28 months following treatment, four patients have survived one year or more following treatment, at 19, 18, 17 and 12 months, respectively, and four additional patients have survived 11, 8 and 7 months, respectively. The three patients that have reached 19, 18 and 12 months, respectively, remain alive, and one additional patient who was treated more recently, is also currently alive. While the study is designed to primarily demonstrate safety, we believe this pattern of extended survival represents encouraging, albeit anecdotal, evidence of clinical activity in a patient population with limited therapeutic options.

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

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. The license agreement requires us to make certain cash payments to Cleveland Clinic upon achievement of specific development milestones. Utilizing this technology, we are working in collaboration with Cleveland Clinic to develop a method to vaccinate women against breast cancer, focused initially on triple-negative breast cancer (“TNBC”), the most lethal form of the disease. The focus of this vaccine is a specific protein, α-lactalbumin, that is only expressed during lactation in a healthy woman’s mammary tissue. This protein disappears when the woman 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.

In October 2021, following the FDA’s authorization to proceed, we commenced dosing patients in a Phase 1 clinical trial of our breast cancer vaccine. This study, which has been fully funded by a U.S. Department of Defense grant to Cleveland Clinic, is a multiple-ascending dose Phase 1 trial to determine the maximum tolerated dose (“MTD”) of the vaccine in patients with early-stage, triple-negative breast cancer as well as monitor immune response. The study has been conducted at Cleveland Clinic. During the course of the Phase 1 study, participants received three vaccinations, each two weeks apart, and have been closely monitored for side effects and immune response. The first segment of the study, Phase 1a, consisted of approximately 24 patients who had completed treatment for early-stage, triple-negative breast cancer within the past three years and were currently tumor-free but at high risk for recurrence. Studies show that 42% of TNBC patients will have a recurrence of their cancer, with most of the recurrences occurring in the first two to three years after standard of care treatment. In January 2023, the number of participants in each dose cohort was expanded, and as of August 2023, we had completed vaccinating all patients in these expanded cohorts. Subsequently, we began vaccinating participants in additional dose cohorts at varying dose levels of the different key components of the vaccine. Further, in November 2023, we commenced vaccination of participants in the second segment of the trial, Phase 1b, that included participants who have never had cancer, but carry certain mutations in genes such as BRCA1, BRCA2 or PALB2, that indicate a greater risk of developing TNBC in the future, and had elected to have a prophylactic mastectomy. Finally, in January 2024, we commenced vaccination of participants in the third segment of the trial, Phase 1c, that includes post-operative TNBC patients that have residual disease following treatment and are currently undergoing treatment with pembrolizumab (Keytruda®). In June 2025, we completed enrollment in the Phase 1 trial and in October 2025, we completed all patient clinical visits. In December 2025, we presented the final data from the Phase 1 trial at the San Antonio Breast Cancer Symposium. The key results presented were that (i) all primary study endpoints were met, (ii) protocol defined immune responses were observed in 74% of the study subjects, (iii) the vaccine was safe and well-tolerated by study participants at the maximum tolerated dose, and (iv) immunohistochemistry (IHC) of the subjects’ primary tumors for alpha-lactalbumin protein revealed a range of expression from absent to strong—analysis and correlation to immune response and clinical outcomes is ongoing. The Phase 1 findings are promising, and we are preparing to initiate a Phase 2 clinical trial in the neo-adjuvant setting (pre-surgery) to determine possible therapeutic effect of the vaccine. The Phase 2 trial will commence following FDA consultations, protocol development, manufacturing and clinical site selection.

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

In May 2021, Cleveland Clinic was granted acceptance for our ovarian cancer vaccine technology into the NCI’s PREVENT program. The NCI is a part of the National Institutes of Health (“NIH”). The PREVENT program is a peer-reviewed agent development program designed to support pre-clinical development of innovative interventions and biomarkers for cancer prevention and interception towards clinical trials. The scientific and financial resources of the PREVENT program are being used for our ovarian cancer vaccine technology to perform virtually all pre-clinical research and development, manufacturing and IND enabling studies. This work is being performed at NCI facilities, by NCI scientific staff and with NCI financial resources and will require no material financial expenditures by the Company, nor the payment of any future consideration by the Company to NCI.

In May 2024, based on the positive clinical results to date in the development of our breast cancer vaccine, we entered into a Joint Development and Option Agreement with Cleveland Clinic to collaborate in efforts to develop additional vaccines for the prevention or treatment of cancers. Working with Cleveland Clinic researchers, we are focusing on the same novel scientific mechanism as in our breast and ovarian cancer vaccines, and working to discover additional retired proteins that may be associated with other forms of cancer, specifically high incidence malignancies in the lung, colon and prostate.

Over the next several quarters, we expect the development of our therapeutics and vaccines to be the primary focus of the Company. As part of our legacy operations, the Company remains engaged in limited patent licensing activities of its various patent portfolios. 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 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, 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 therapeutics or vaccine programs in the near term. We hope to achieve a profitable outcome by eventually licensing our technologies to large pharmaceutical companies that have the resources and infrastructure in place to manufacture, market and sell our technologies as therapeutics or vaccines. The eventual licensing of any of our technologies may take several years, if it is to occur at all, and may depend on positive results from human clinical trials.

Funding and Management’s Plans

Based on currently available information as of June 10, 2026, we believe that our existing cash, cash equivalents and short-term investments will be sufficient to fund our activities for at least the next twelve months. The Company had approximately $13,686,000 of cash, cash equivalents and short-term investments at April 30, 2026 compared to approximately $15,174,000 at October 31, 2025 which is a reduction of approximately $1,488,000 for the six months ended April 30, 2026. Therefore, the Company believes that it has sufficient cash, cash equivalents and short-term investments to operate its business, as currently contemplated, for significantly longer than 12 months from the date of this Report. We have implemented a business model that conserves funds by collaborating with third parties to develop our technologies. During the six months ended April 30, 2026, we raised approximately $2,870,000, net of expenses, through an at-the-market equity offering of 887,134 shares of common stock. Under our at-the-market equity program, which is currently effective and may remain available for us to use in the future, as of April 30, 2026, we may sell approximately $97 million of common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

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 US GAAP in annual financial statements have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025. The accompanying October 31, 2025 condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by US GAAP. The condensed consolidated financial statements include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of our financial position as of April 30, 2026, and results of operations and cash flows for the interim periods represented. The results of operations for the three and six months ended April 30, 2026 are not necessarily indicative of the results to be expected for the 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 six months ended April 30, 2026 (in thousands):

Balance, October 31, 2025	$	(1,211	)
Net loss attributable to noncontrolling interest		(40	)
Balance, April 30, 2026	$	(1,251	)

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.

Cost of Revenues

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

Research and Development Expenses

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

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

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

Investment Policy

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

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

3. STOCK-BASED COMPENSATION

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

Stock Option Compensation Expense

We account for stock options granted to employees, directors and consultants using the accounting guidance in ASC 718, Stock Compensation. We estimate the fair value of service-based stock options on the date of grant, using the Black-Scholes pricing model, and recognize compensation expense over the requisite service period of the grant. We recorded stock-based compensation expense related to service-based stock options granted to employees and directors of approximately $637,000 and $962,000 during the three months ended April 30, 2026 and 2025, respectively, and approximately $1,405,000 and $1,993,000 during the six months ended April 30, 2026 and 2025, respectively.

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 three years. We recorded stock-based consulting expense related to stock options granted to consultants of approximately $28,000 and $26,000 during the three months ended April 30, 2026 and 2025, respectively, and approximately $56,000, and $50,000, during the six months ended April 30, 2026 and 2025, respectively.

Stock Option Activity

During the three months ended April 30, 2026 and 2025, we did not grant any options to purchase shares of common stock, and during the six months ended April 30, 2026 and 2025, we granted options to purchase 720,000 shares and 1,355,000 shares of common stock, respectively, to employees and consultants, with exercise prices ranging from $3.18 to $3.24 per share, pursuant to the Anixa Biosciences, Inc. 2018 Share Incentive Plan (the “2018 Share Plan”). During the three months ended April 30, 2026, no stock options were exercised. During the six months ended April 30, 2026, stock options to purchase 20,283 shares of common stock were exercised on a cash basis, with aggregate proceeds of approximately $60,000. During the three and six months ended April 30, 2025, no stock options were exercised.

Stock Option Plans

During the three and six months ended April 30, 2026, we had two stock option plans: the Anixa Biosciences, Inc. 2010 Share Incentive Plan (the “2010 Share Plan”) and the 2018 Share Plan, which were adopted by our Board of Directors on July 14, 2010 and January 25, 2018, respectively. The 2018 Share Plan was approved by our shareholders on March 29, 2018.

2010 Share Plan

The 2010 Share Plan provided for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to employees, directors and consultants. In accordance with the provisions of the 2010 Share Plan, the plan terminated with respect to the ability to grant future awards on July 14, 2020. Information regarding the 2010 Share Plan for the six months ended April 30, 2026 is as follows:

SCHEDULE OF OPTION ACTIVITY

	Shares			Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)
Options outstanding at October 31, 2025		786,283		$	2.73
Granted		-		$	-
Exercised		(20,283	)	$	2.96
Forfeited/expired		(25,000	)	$	2.92
Options outstanding and exercisable at April 30, 2026		741,000		$	2.72	$	597

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

Range of Exercise Prices		Number Outstanding and Exercisable		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	0.67 - $0.96		266,000		1.2	$	0.89
$	2.27 - $3.46		356,000		2.1	$	3.29
$	4.85 - $5.30		119,000		1.2	$	5.11

2018 Share Plan

The 2018 Share Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to employees, directors and consultants. As of April 30, 2026, the 2018 Share Plan had 1,395,000 shares available for future grants. Information regarding the 2018 Share Plan for the six months ended April 30, 2026 is as follows:

SCHEDULE OF OPTION ACTIVITY

	Shares			Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)
Options outstanding at October 31, 2025		12,411,094		$	3.60
Granted		720,000			3.18
Forfeited/expired		(100,000	)		5.30
Options outstanding at April 30, 2026		13,031,094		$	3.56	$	1,467
Options exercisable at April 30, 2026		9,821,358		$	3.57	$	1,019

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

		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
$	2.37 - $2.98		4,025,000		6.4	$	2.64		3,313,855		5.9	$	2.69
$	3.17 - $3.87		3,268,879		4.3	$	3.61		2,625,327		3.0	$	3.71
$	4.02 - $5.30		5,737,215		6.1	$	4.18		3,882,176		6.3	$	4.24

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 ESPP was adopted by our Board of Directors on August 13, 2018 and approved by our shareholders on September 27, 2018. During the six months ended April 30, 2026 and 2025, employees purchased 1,530 shares and 1,518 shares, respectively, under the ESPP with aggregate proceeds of approximately $4,000 and $4,000, respectively.

Warrants

As of April 30, 2026, we had no warrants outstanding. Information regarding the Company’s warrant activity for the six months ended April 30, 2026 is as follows:

SCHEDULE OF WARRANTS ACTIVITY

	Shares			Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value
Warrants outstanding at October 31, 2025		300,000		$	6.56
Expired		(300,000	)
Warrants outstanding and exercisable at April 30, 2026		-		$	-	$	-

Stock Awards

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

Treasury stock

As of April 30, 2026 and 2025, the Company held no shares as treasury stock. During the fiscal year ended October 31, 2024, the Company purchased 2,000 shares of its common stock at an average cost of $3.17 per share for a total cost of approximately $6,000. These treasury shares were subsequently canceled in March 2025. The repurchases were made as part of a stock buyback program approved by our Board of Directors on July 11, 2024. The stock buyback program expired on its 12-month anniversary. The treasury shares were accounted for under the cost method and were recorded as a reduction in shareholders’ equity in the condensed consolidated balance sheet.

4. 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 instruments 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 instruments 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 instruments 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 instrument.

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

	Level 1		Level 2		Level 3		Total
Money market funds:
Cash equivalents	$	1,430	$	-	$	-	$	1,430
Bitcoin exchange traded funds:
Short-term investments		8		-		-		8
U.S. treasury bills:
Short-term investments		-		12,163		-		12,163
Total financial assets	$	1,438	$	12,163	$	-	$	13,601

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

	Level 1		Level 2		Level 3		Total
Money market funds:
Cash equivalents	$	1,197	$	-	$	-	$	1,197
Bitcoin exchange traded funds:
Short-term investments		11		-		-		11
U.S. treasury bills:
Short-term investments		-		13,887		-		13,887
Total financial assets	$	1,208	$	13,887	$	-	$	15,095

As noted above, the Company classifies its investments in U.S. treasury bills as short-term investments that are held-to-maturity, and accordingly, are presented on the accompanying condensed consolidated balance sheets at amortized cost.

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

5. ACCRUED EXPENSES

Accrued expenses consist of the following as of (in thousands):

SCHEDULE OF ACCRUED EXPENSES

	April 30,		October 31,
	2026		2025
Payroll and related expenses	$	527	$	839
Accrued royalty and contingent legal fees		626		626
Accrued other		52		296
Accrued expenses	$	1,205	$	1,761

6. NET LOSS PER SHARE OF COMMON STOCK

Basic net loss per common share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share (“Diluted EPS”) is computed by dividing net loss by the weighted average number of common shares and dilutive common share equivalents and convertible securities then outstanding. Diluted EPS for all periods presented is the same as Basic EPS, as the inclusion of the effect of common share equivalents then outstanding would be anti-dilutive. For this reason, excluded from the calculation of Diluted EPS for the six months ended April 30, 2026 and 2025, were stock options to purchase 13,772,094 shares and 13,488,062 shares, respectively, and warrants to purchase 0 shares and 300,000 shares, respectively.

7. EFFECT OF RECENTLY ADOPTED AND ISSUED PRONOUNCEMENTS

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

In March 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve the disclosures about a public business entity’s expenses and to provide more detailed information about the types of expenses in commonly presented expense captions. The amendments in this update should be applied either prospectively or retrospectively, and are effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

8. INCOME TAXES

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

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, the effects of which have not been determined by the Company. We have no unrecognized income tax benefits as of April 30, 2026 and October 31, 2025 and we account for interest and penalties related to income tax matters, if any, in general and administrative expenses.

9. 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, as amended, will expire on September 30, 2027, with an option to extend the lease an additional two years. The 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 lease, as amended, resulted in a right-of-use asset and lease liability of approximately $250,000 with a discount rate of 12%. Rent expense was approximately $16,000 and $16,000, respectively, for the three months ended April 30, 2026 and 2025, and approximately $31,000 and $31,000, respectively, for the six months ended April 30, 2026 and 2025.

For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The remaining 41-month lease term as of April 30, 2026 for the Company’s lease includes the noncancelable period of the lease and the additional two-year option period that the Company is reasonably certain to exercise. All right-of-use assets are reviewed for impairment when indications of impairment are present.

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

SCHEDULE OF MINIMUM LEASE PAYMENTS

For Years Ended October 31,	Operating Leases
2026 (remaining)	$	32
2027		64
2028		66
2029		63
Total future minimum lease payments, undiscounted		225
Less: Imputed interest		(41	)
Present value of future minimum lease payments	$	184

Balance as of April 30, 2026:
Operating lease liability	$	44
Operating lease liability, non-current		140
Total	$	184

10. COMMITMENTS AND CONTINGENCES

Litigation Matters

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

License Commitments

As of April 30, 2026, our commitments under certain technology license agreements related to our therapeutic and vaccine development programs for the next twelve months were approximately $150,000.

Research & Development Agreements

We have entered into certain research and development agreements with various collaboration partners and third-party vendors related to (i) the manufacturing of materials necessary for the expected Phase 2 clinical trial of our breast cancer vaccine, (ii) the discovery of new vaccine targets in high incidence malignancies in prostate, lung and colon and (iii) the further development of our CAR-T technology. As of April 30, 2026, future payments the Company may make under these agreements, dependent upon, among other things, development of analytical methods, formulation feasibility studies, stability testing and results of manufacturing processes, may be approximately $2.5 million and such payments may be made over up to a 3-year period.

11. SEGMENT INFORMATION

We manage our operations in three reportable segments: (i) Cancer Vaccines, (ii) CAR-T Therapies, and (iii) Other. The Cancer Vaccines segment consists of the development of vaccines to treat and prevent breast cancer and ovarian cancer, as well as additional cancer vaccines to address many intractable cancers, including high-incidence malignancies in lung, colon, and prostate. The CAR-T Therapies segment consists of the development of an ovarian cancer immunotherapy using a novel type of CAR-T, known as chimeric endocrine receptor-T cell technology. The Other segment consists of our legacy operations, including limited patent licensing activities of our various patent portfolios.

The Company’s chief operating decision-maker (“CODM”) is our Chief Executive Officer. The CODM reviews our operating results and operating plans and makes resource allocation decisions on a Company-wide, as well as reportable segment, basis. The CODM uses segment information to evaluate cash flow, identify risks and opportunities, allocate resources, and set strategic priorities. As stock-based compensation expense does not impact cash, segment operating expenses excluding non-cash stock-based compensation is the measurement the CODM uses in managing the enterprise. Segment operating expenses excluding non-cash stock-based compensation is a non-GAAP measure.

The following represents selected financial information for our segments for the three and six months ended April 30, 2026 and 2025, and as of April 30, 2026 and October 31, 2025 (in thousands):

SCHEDULE OF SEGMENT INFORMATION

	Cancer Vaccines		CAR-T Therapies		Other		Total		Cancer Vaccines		CAR-T Therapies		Other		Total
	For the three months ended April 30,
	2026								2025
	Cancer Vaccines		CAR-T Therapies		Other		Total		Cancer Vaccines		CAR-T Therapies		Other		Total

Revenues	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

SEC Form 10-Q filed by Anixa Biosciences Inc.