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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

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

 For
 the fiscal year ended October 31, 2023

 or

 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
 Incorporation or Organization)

 (I.R.S.
 Employer

 Identification
 No.)

 3150
Almaden Expressway, Suite

 San
Jose, CA
 95118

 (408)
 708-9808

 (Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

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

 Title
 of Each Class:

 Trading
 Symbol

 Name
 of Each Exchange on Which Registered:

 Stock, $0.01 par value

 ANIX

 The NASDAQ Stock
 Market LLC

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

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 Aggregate
market value of the voting stock (which consists solely of shares of common stock) held by non-affiliates of the registrant as of April
28, 2023 (the last business day of the registrant's most recently completed second fiscal quarter), computed by reference to the
closing sale price of the registrant's common stock on the NASDAQ on such date ($4.08): $ 120,568,574.

 On
January 16, 2024, the registrant had outstanding 31,699,701
 shares of common stock, par value $0.01 per share,
which is the registrant's only class of common stock.

 DOCUMENTS
INCORPORATED BY REFERENCE:

 NONE

 TABLE
OF CONTENTS

 Page

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other

 PART
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Executive
 Compensation

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal
 Accounting Fees and Services

 PART
 IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules

 Item
 16.

 Form
 10-K Summary

 i

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

included in this Annual Report on Form 10-K (this "Report") contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), 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 this Report under "Item
1A. – Risk Factors" below. 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.

 CERTAIN
TERMS USED IN THIS REPORT

 References
in this Report to "we," "us," "our," the "Company" or "Anixa" means Anixa
Biosciences, Inc. unless otherwise indicated.

 PART
I

 Item
1. Business.

 Overview

 Anixa
Biosciences, Inc. is a biotechnology company developing vaccines and therapies that are focused on critical unmet needs in oncology.
Our vaccine programs include (i) the development 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 (ii) the development of a preventative vaccine against
ovarian cancer. Our therapeutics programs include (i) the development of a chimeric endocrine receptor T cell therapy, a novel form of
chimeric antigen receptor T cell ("CAR-T") technology, initially focused on treating ovarian cancer, which is being developed
at our subsidiary, Certainty Therapeutics, Inc. ("Certainty"), and (ii) until March 2023, the development of anti-viral drug
candidates for the treatment of COVID-19 focused on inhibiting certain protein functions of the virus.

 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 contracting breast
cancer, focused initially on TNBC. The focus of this vaccine is a specific protein, -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.

 In
October 2021, following the U.S. Food and Drug Administration's ("FDA") authorization to proceed, we commenced dosing
patients in a Phase 1 clinical trial of our breast cancer vaccine. This study, which is being 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 is being conducted
at Cleveland Clinic. The first segment of the study, Phase 1a, will consist of 18 to 24 patients who have completed treatment for early-stage,
triple-negative breast cancer within the past three years and are currently tumor-free but at high risk for recurrence. Studies show
that 42% of TNBC patients will have a recurrence of their cancer, with most of the recurrences occurring in the first two to three years
after standard of care treatment. During the course of the Phase 1a study, participants will receive three vaccinations, each two weeks
apart, and will be closely monitored for side effects and immune response. In January 2023, the number of participants in each dose cohort
was expanded, and as of August 2023, we had completed vaccinating all patients in these expanded cohorts. In December 2023, we presented
the immunological data collected to date at the San Antonio Breast Cancer Symposium. The data presented show that in the vaccinated women
who had been tested to date, various levels of antigen-specific T cell responses were observed at all dose levels. We have begun vaccinating
participants in up to three additional dose cohorts at dose levels higher than the currently determined MTD and lower than the highest
dose where we observed dose limiting toxicity. Further, we have commenced vaccination of participants in the second segment of the trial,
Phase 1b, that includes participants who have never had cancer, but carry certain genetic mutations such as BRCA1, BRCA2 or PALB2, that
indicate a greater risk of developing TNBC in the future, and have elected to have a prophylactic mastectomy. Finally, we are currently
enrolling participants in the third segment of the trial, Phase 1c, that includes post-operative TNBC patients that have residual disease
following neoadjuvant chemo-immunotherapy and are currently undergoing treatment with pembrolizumab (Keytruda).

 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. 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 National Cancer Institute's
("NCI") 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 Investigational
New Drug ("IND") application 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 transfer of any rights of the
Company's assets.

 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 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 subject to dilution by further funding of Certainty's activities by the Company. Due to such Company funding, Wistar's
equity stake in Certainty was 4.6% as of October 31, 2023.

 Certainty,
in collaboration with the H. Lee Moffitt Cancer Center and Research Institute, Inc. ("Moffitt"), has begun human clinical
testing of the CAR-T technology licensed by Certainty from Wistar aimed initially at treating ovarian cancer. After receiving authorization
from the FDA, we commenced enrollment of patients in a Phase 1 clinical trial and treated the first patient in August 2022. Further,
in May 2023 and August 2023, we treated the second and third patients in the trial, respectively, at the same dose level as the first
patient, and the treatment appears to have been well-tolerated by all patients treated to date. We anticipate that we will begin enrolling
the successive patient cohort, that we expect to give a three-times higher dose of cells, in the first calendar quarter of 2024. This
study is a dose-escalation trial with two arms based on delivery 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, the rate of patient enrollment, and how long we maintain the two different delivery methods.

 In
April 2020, we entered into a collaboration with OntoChem GmbH ("OntoChem") which was later assigned to MolGenie GmbH, a
company spun-out from OntoChem focused on drug discovery and development, to discover and ultimately develop anti-viral drug candidates
against COVID-19. Through this collaboration, we identified compounds that appeared to be effective in disrupting the main protease of
SARS-CoV-2, the virus that causes the disease COVID-19. While our compounds have shown promise as an effective treatment, results of
animal studies indicate that there is not sufficient oral bioavailability, and it is unclear whether an orally delivered treatment may
be developed. We do not currently believe that there is a viable market for an injectable treatment given the current oral treatments
available. Furthermore, we believe the needed additional investment in research for alternative delivery methods would divert resources
from more promising projects. Therefore, in March 2023, we decided to pause further development of our COVID-19 therapeutic. We continue
to prosecute our U.S. patent applications of this technology and may decide to restart development at some time in the future.

 Over
the next several quarters, we expect the development of our vaccines and therapeutics 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 (during the year ended October 31, 2023, we derived approximately $210,000 of revenue from these activities).
We have not generated any revenue to date from our vaccine or therapeutics programs. In addition, while we pursue our vaccine and therapeutics
programs, we may also make investments in and form new companies to develop additional emerging technologies. We do not expect to begin
generating revenue with respect to any of our current vaccine or therapy programs in the near term. We hope to achieve a profitable outcome
by eventually licensing our technologies to large pharmaceutical companies that have the resources and infrastructure in place to manufacture,
market and sell our technologies as vaccines or therapeutics. The eventual licensing of any of our technologies may take several years,
if it is to occur at all, and may depend on positive results from human clinical trials.

 Breast
and Ovarian Cancer vaccines

 We
licensed certain technology from Cleveland Clinic to develop vaccines for the treatment or prevention of TNBC and other breast cancers
which express the -lactalbumin protein. This protein is only expressed during lactation in healthy women, but may also be expressed
in individuals with certain breast cancers, most notably TNBC, the most lethal form of breast cancer. Further, we have licensed certain
technology from Cleveland Clinic to develop vaccines for the treatment or prevention of ovarian cancers which express AMHR2-ED. This
protein regulates growth and development of egg-containing follicles in the ovary and its expression naturally and markedly declines
after menopause. However, AMHR2-ED is expressed at high levels in the ovaries of postmenopausal women with ovarian cancer.

 Typically,
vaccines harness the immune system to protect people from infectious diseases. Broad-based vaccination programs have essentially eliminated
some of the most deadly and debilitating diseases in history, small pox and polio among them. However, there has been little success
developing a preventative (prophylactic) vaccine against cancer.

 Vaccines
work by exposing a benign form of a disease agent to an individual's immune system. The immune system identifies the agent and
learns to attack and destroy it, retaining a memory of the agent so the immune system knows to react quickly if an individual is exposed
to the disease agent months or years later.

 Most
vaccines attack pathogens, such as viruses and bacteria. The immune system is better able to assail these agents because they come from
outside the body. Cancer, however, is caused by aberrant cells that arise out of our resident cells, which can make it difficult for
our immune system to find the diseased cells, especially as advancing age weakens our immune system. Once these aberrant cells gain critical
mass, they become cancer.

 Despite
the lack of success with cancer vaccines, recently gained knowledge about the human immune system has led to the development, approval
and commercialization of revolutionary immuno-therapy drugs. These drugs do not attack cancer directly, but rather modulate the immune
system in ways that enable it to destroy or dramatically impair cancer cells.

 The
breast cancer vaccine technology licensed from Cleveland Clinic has identified a protein, alpha-lactalbumin, that is present in healthy
breast tissue only when a woman is lactating and disappears when she stops nursing her child. Alpha-lactalbumin is never present on any
other cell in the body. However, it does show up in many types of breast cancer, including TNBC, an aggressive and deadly form of the
disease. By developing a vaccine that targets alpha-lactalbumin, we feel the immune system can destroy these breast cancer cells as they
arise and ultimately prevent breast tumors from forming.

 Cleveland
Clinic researchers have demonstrated in animal studies that vaccination against alpha-lactalbumin completely prevented breast cancer
in mice that were specifically bred to develop breast cancer. Data on this technology, including the animal studies showing efficacy,
was published in March 2016 in the journal, Cancers.

 The
ovarian cancer vaccine technology licensed from Cleveland Clinic has identified the AMHR2-ED protein, the expression of which is involved
in egg production in the ovaries and is no longer expressed after menopause. AMHR2-ED is not meaningfully present on any other cell in
the body. However, it does appear in many cases of epithelial ovarian cancers, the most common type of ovarian cancer. By developing
a vaccine that targets AMHR2-ED, we feel the immune system can destroy these ovarian cancer cells as they arise and ultimately prevent
tumors from forming. Data on this technology, including animal studies showing efficacy, was published in November 2017 in the journal,
Cancer Prevention Research.

 While
the data thus far for both of our cancer vaccines has been positive, there are many uncertainties in drug development, and most drugs
fail to reach commercialization.

 In
October 2021, Cleveland Clinic began treating patients in a Phase 1 clinical trial of our breast cancer vaccine. In addition, we and
our partners at Cleveland Clinic continue working with the NCI who are or will be performing pre-clinical research and development, manufacturing
and IND-enabling studies to advance our ovarian cancer vaccine technology toward human clinical testing.

 The
Breast Cancer Market

 According
to American Cancer Society statistics, breast cancer accounts for over 30% of all female cancer cases, and 15% of cancer deaths in women.
It has been estimated that in 2023, 301,000 new cases of breast cancer would be diagnosed in the U.S. and 43,000 women would die from
this disease. Despite continuous advances made in the field of cancer research every year, invasive female breast cancer incidence rates
have been increasing by approximately 0.5% per year over the past 15 years.

 The
market for prophylactic cancer vaccines is sizable—bigger in fact than the market for any type of cancer therapeutic. After all,
doctors administer cancer drugs only after a patient has been diagnosed, while a prophylactic vaccine may be administered to all people
who have a possibility of developing the disease.

 While
in the U.S., 301,000 women were estimated to be diagnosed with breast cancer in 2023, there are approximately 82 million women age 40
and over—the time in life when women face an increased risk of developing breast cancer. Worldwide, the number is dramatically
larger.

 The
Ovarian Cancer Market

 According
to American Cancer Society statistics, ovarian cancer accounts for just 2% of all female cancer cases, but nearly 5% of cancer deaths
in women due to the disease's low survival rate. It has been estimated that in 2023, 20,000 new cases of ovarian cancer would be
diagnosed and 13,000 American women would die from this disease. Despite continuous advances made in the field of cancer research every
year, we believe there remains a significant unmet medical need, as the overall five-year relative survival rate for ovarian cancer patients
is 50%. However, ovarian cancer survival varies substantially by age, with the overall five-year survival rate for women 65 and older
of only 32%.

 The
market for prophylactic cancer vaccines is sizable—bigger in fact than the market for any type of cancer therapeutic. While in
the U.S., 20,000 women were estimated to be diagnosed with ovarian cancer in 2023, there are approximately 41 million women age 60 and
over—the time in life when women face an increased risk of developing ovarian cancer. Worldwide, the number is dramatically larger.

 Competition

 The
biopharmaceutical industry is characterized by intense and dynamic competition to develop new technologies and proprietary therapies.
Any product candidates that we successfully develop and commercialize will have to compete with existing therapies and new therapies
that may become available in the future. While we believe that our proprietary breast and ovarian cancer vaccine technologies and scientific
expertise in the field of cell therapy provide us with competitive advantages, we face potential competition from various sources, including
larger and better-funded pharmaceutical and biotechnology companies, as well as from academic institutions, governmental agencies and
public and private research institutions.

 Many
of our competitors, either alone or with their strategic partners, have substantially greater financial, technical and human resources
than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory
approvals of vaccines and commercializing those vaccines. Accordingly, our competitors may be more successful than us in obtaining approval
for vaccines and achieving widespread market acceptance. Our competitors' vaccines may be more effective, or more effectively marketed
and sold, than any vaccine we may commercialize and may render our vaccines obsolete or non-competitive before we can recover the expenses
of developing and commercializing any of our vaccines.

 Mergers
and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller
number of our competitors. These competitors also compete with us in recruiting and retaining qualified scientific and management personnel
and establishing clinical study sites and subject registration for clinical studies, as well as in acquiring technologies complementary
to, or necessary for, our programs. Smaller or early-stage companies may also prove to be significant competitors, particularly through
collaborative arrangements with large and established companies.

 We
anticipate that we will face intense and increasing competition as new drugs and vaccines enter the market and advanced technologies
become available. We expect any vaccines that we develop and commercialize to compete on the basis of, among other things, efficacy,
safety, convenience of administration and delivery, price and the availability of reimbursement from government and other third-party
payers.

 Our
commercial opportunities could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective,
have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop. Our competitors
also may obtain FDA or other regulatory approvals for their products more rapidly than we may obtain approvals for ours, which could
result in our competitors establishing a strong market position before we are able to enter the market.

 CAR-T
therapeutics

 Certainty
was formed to develop immuno-therapy drugs against cancer, and in November 2017, we entered into a license with Wistar whereby we obtained
rights to certain intellectual property surrounding Wistar's chimeric endocrine receptor targeted therapy technology.

 CAR-T
therapeutics have demonstrated positive results in B-cell cancers, but very little progress has been made on solid tumors. Our CAR-T
technology is initially focused on ovarian cancer and is based on engineering killer T cells with the Follicle Stimulating Hormone ("FSH")
to target ovarian cells that express the FSH-Receptor. Data on this technology, including the animal studies showing efficacy, was published
in January 2017 in the journal, Clinical Cancer Research. The FSH-Receptor has been shown to be a very exclusive protein found on a large
percentage of ovarian cancer cells, but not on a significant number of non-ovarian healthy tissues in adult females.

 Studies
have shown that the FSH-Receptor is also expressed in endothelial cells of the vasculature of neoplasias. We anticipate performing further
studies to evaluate the ability of our CAR-T to disrupt the vasculature of other cancers, after we have analyzed data from clinical trials
of this technology against ovarian cancer.

 We
have been working with researchers at Moffitt to develop our CAR-T therapy. Moffitt is one of the top cancer centers in the country with
pre-clinical and clinical expertise with CAR-T technology. Moffitt has conducted many of the highest profile CAR-T trials in the world.

 We
performed numerous studies in preparation for human clinical studies. In those studies, several groups of tumor free, female mice were
intra-peritoneally infused with increasing concentrations of the murine CAR-T construct and their health status was monitored for up
to five months. The following summarizes the results of these studies:

 No
 treated mice showed any signs of pain/stress, difficulty breathing or increased respiratory rate, reduced movement, reduced grooming
 or feeding, dehydration, anorexia or any other sign of distress. Control mice also did not show any distress.

 The
 treated mice did not show any weight loss. Control mice also did not show any weight loss.

 One
 cohort of treated mice also had blood drawn periodically for measurement of markers for liver function (AST-Aspartate transaminase/ALT-Alanine
 transaminase), kidney function (creatinine), and metabolic function (glucose). No abnormal values were observed, as was the case
 for control mice.

 Serum
 IL-6 (interleukin-6) increased in the treated mice, as well as mice treated with control T cells. This indicated that the T cells
 were inducing the expected inflammatory response.

 Histological
 analysis of the ovaries showed that 60% of the treated mice had significant reduction in ovarian mass, while the control mice exhibited
 no reduction. This observation confirms that the CAR-T was successfully attacking the ovaries, as we hoped and expected.

 While
these results are positive, there are many uncertainties in drug development, and most drugs fail to reach commercialization. In the
future, we hope to achieve a profitable outcome by eventually licensing our technology to a large pharmaceutical company that has the
resources and infrastructure in place to manufacture, market and sell our technology as a cancer treatment.

 The
Market

 We
believe that our CAR-T technology may be used as an effective treatment against multiple solid tumor types, however, we have initially
focused on ovarian cancer. According to American Cancer Society statistics, ovarian cancer accounts for just 2% of all female cancer
cases, but nearly 5% of cancer deaths in women due to the disease's low survival rate. It has been estimated that in 2023, approximately
20,000 new cases of ovarian cancer would be diagnosed and 13,000 American women would die from this disease. Despite continuous advances
made in the field of cancer research every year, there remains a significant unmet medical need, as the overall five-year relative survival
rate for ovarian cancer patients is 50%. However, ovarian cancer survival varies substantially by age, with the overall five-year survival
rate for women 65 and older of only 32%.

 Competition

 The
biopharmaceutical industry is characterized by intense and dynamic competition to develop new technologies and proprietary therapies.
Any product candidates that we successfully develop and commercialize will have to compete with existing therapies and new therapies
that may become available in the future. While we believe that our proprietary FSH-Receptor targeted immuno-therapy platform for treating
solid tumors and scientific expertise in the field of cell therapy provide us with competitive advantages, we face potential competition
from various sources, including larger and better-funded pharmaceutical and biotechnology companies, as well as from academic institutions,
governmental agencies and public and private research institutions.

 Many
of our competitors, either alone or with their strategic partners, have substantially greater financial, technical and human resources
than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory
approvals of treatments and commercializing those treatments. Accordingly, our competitors may be more successful than us in obtaining
approval for treatments and achieving widespread market acceptance. Our competitors' treatments may be more effective, or more
effectively marketed and sold, than any treatment we may commercialize and may render our treatments obsolete or non-competitive before
we can recover the expenses of developing and commercializing any of our treatments.

 Mergers
and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller
number of our competitors. These competitors also compete with us in recruiting and retaining qualified scientific and management personnel
and establishing clinical study sites and subject registration for clinical studies, as well as in acquiring technologies complementary
to, or necessary for, our program. Smaller or early-stage companies may also prove to be significant competitors, particularly through
collaborative arrangements with large and established companies.

 We
anticipate that we will face intense and increasing competition as new drugs enter the market and advanced technologies become available.
We expect any treatments that we develop and commercialize to compete on the basis of, among other things, efficacy, safety, convenience
of administration and delivery, price and the availability of reimbursement from government and other third-party payers.

 Our
commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective,
have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop. Our competitors
also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result
in our competitors establishing a strong market position before we are able to enter the market.

 Employees

 As
of October 31, 2023, we had five employees, four full-time and one part time, working for our Company and subsidiaries. In addition,
we work with research teams at Moffitt and Cleveland Clinic, as well as their and our subcontractors, to develop each of our projects.

 Summary
Risk Factors

 The
risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only
risks we face. You should carefully consider these risk factors, together with the risk factors set forth in Item 1A. of this Report
and the other reports and documents filed by us with the SEC.

 Risks
Relating to Our Financial Condition and Operations

 We
 have a history of losses and may incur additional losses in the future.

 We
 will need additional funding in the future which may not be available on acceptable terms, or at all, and, if available, may result
 in dilution to our stockholders.

 We
 may have difficulty in raising capital and may consume resources faster than expected.

 Risks
Related to our Research & Development, Clinical and Commercialization Activities

 Our
 therapeutic and vaccine programs are pre-revenue, and subject to the risks of an early-stage biotechnology company.

 Our
 current business model relies on strategic collaborations with commercial partners to provide the resources and infrastructure to
 manufacture and ultimately market and/or sell our technologies. We may have difficulty in timing the establishment of these partnerships
 to achieve the greatest economic benefit for the Company, or in establishing these partnerships at all.

 If
 product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization
 of our product candidates.

 We
 have never generated any revenue from biotechnology and pharmaceutical product sales and our biotechnology and pharmaceutical products
 may never be profitable.

 The
 therapeutics and vaccines that we are developing are novel and present significant challenges to successfully reaching market.

 While
 pre-clinical testing and the limited human clinical testing of our product candidates has been positive, we may experience unfavorable
 results once we collect statistically significant data from human clinical trials.

 We
 are dependent on third parties to conduct our pre-clinical and clinical trials.

 If
 we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise
 adversely affected.

 We
 face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail
 to compete effectively.

 Risks
Related to our Intellectual Property

 We
 rely on licenses from Wistar for our CAR-T technology and Cleveland Clinic for our breast and ovarian cancer vaccine technologies,
 and if we lose any of these licenses it may remove or limit our ability to develop and commercialize products and technology covered
 by these license agreements and we may be subjected to future litigation.

 Risks
Related to our Common Stock

 The
 issuance or sale of shares in the future, including in connection with our current at-the-market offering program, to raise money
 or for strategic purposes could reduce the market price of our common stock.

 We
 have issued a significant number of securities pursuant to our incentive plans and may continue to do so in the future. The vesting
 and, if applicable, exercise of these securities and the sale of the shares of common stock issuable thereunder may dilute stockholders'
 percentage ownership interest and may also result in downward pressure on the price of our common stock.

 Other

 We
were incorporated on November 5, 1982 under the laws of the State of Delaware. Our principal executive offices are located at 3150 Almaden
Expressway, San Jose, California 95118, our telephone number is (408) 708-9808 and our Internet website address is www.anixa.com.
We make available free of charge on or through our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, proxy statements on Schedule 14A, and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the
Securities and Exchange Commission (the "SEC"). Alternatively, you may also access our reports at the SEC's website
at www.sec.gov.

 Item
1A. Risk Factors.

 Our
business involves a high degree of risk and uncertainty, including the following risks and uncertainties:

 Risks
Related to Our Financial Condition and Operations

 We
have a history of losses and may incur additional losses in the future.

 On
a cumulative basis, we have sustained substantial losses and negative cash flows from operations since our inception. As of October 31,
2023, our accumulated deficit was approximately $228,196,000. As of October 31, 2023, we had approximately $23,844,000 in cash, cash
equivalents and short-term investments, and working capital of approximately $23,328,000. In fiscal year 2023, we incurred losses of
approximately $9,930,000 and we experienced negative cash flows from operations of approximately $6,209,000. We expect to continue incurring
material research and development and general and administrative expenses in connection with our operations. As a result, we anticipate
that we will incur losses in the future.

 We
will need additional funding in the future which may not be available on acceptable terms, or at all, and, if available, may result in
dilution to our stockholders.

 Based
on currently available information as of January 16, 2024, we believe that our existing cash, cash equivalents and short-term investments
will be sufficient to fund our activities for at least 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 and short-term investments are insufficient to continue to
operate our business, or if we elect to invest in or acquire a company or companies 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 through sales of our equity securities,
including through our current at-the-market offering program, 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 stockholders. 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 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.

 We
may have difficulty in raising capital and may consume resources faster than expected.

 We
currently do not generate any revenue from our therapeutics or vaccines nor do we generate any other recurring revenues and as of October
31, 2023, the Company had approximately $23,844,000 in cash, cash equivalents and short-term investments. Therefore, we have a limited
source of cash to meet our future capital requirements, which may include the expensive process of obtaining FDA approvals for our CAR-T
ovarian cancer therapeutic and our breast and ovarian cancer vaccines. We do not expect to generate significant revenues for the foreseeable
future, which would leave us without resources to continue our operations and force us to resort to raising additional capital in the
form of equity or debt financings, which may not be available to us. We may have difficulty raising needed capital in the near or longer
term as a result of, among other factors, the very early stage of our therapeutics and vaccine businesses and our lack of revenues as
well as the inherent business risks associated with an early stage, biotechnology company and present and future market conditions. Also,
we may consume available resources more rapidly than currently anticipated, resulting in the need for additional funding sooner than
anticipated. Our inability to raise funds could lead to decreases in the price of our common stock and the failure of our therapeutics
and vaccine businesses which would have a material adverse effect on the Company.

 Failure
to effectively manage our potential growth could place strains on our managerial, operational and financial resources and could adversely
affect our business and operating results.

 Our
business strategy and potential growth may place a strain on managerial, operational and financial resources and systems. Although we
may not grow as we expect, if we fail to manage our growth effectively or to develop and expand our managerial, operational and financial
resources and systems, our business and financial results will be materially harmed.

 We
may use our financial and human resources to pursue a particular research program or product candidate and fail to capitalize on programs
or product candidates that may be more profitable or for which there is a greater likelihood of success.

 Because
we have limited resources, we may forego or delay pursuit of opportunities with certain programs or product candidates or for indications
that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable
commercial products or profitable market opportunities. Our spending on current and future research and development programs for product
candidates may not yield any commercially viable products. If we do not accurately evaluate the commercial potential or target market
for a particular product candidate, we may relinquish valuable rights to that product candidate through strategic collaboration, licensing
or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization
rights to such product candidate, or we may allocate internal resources to a product candidate which it would have been more advantageous
to enter into a partnering arrangement.

 Our
ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

 We
have incurred net losses since our inception and we may never achieve or sustain profitability. Generally, losses incurred will carry
forward until such losses expire (for losses generated prior to January 1, 2018) or are used to offset future taxable income, if any.
Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), if a corporation
undergoes an "ownership change," generally defined as a greater than 50 percentage point change (by value) in its equity
ownership by certain stockholders over a three-year period, the corporation's ability to use its pre-change net operating loss,
or NOL, carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income or taxes may
be limited. We have not completed a study to assess whether an ownership change for purposes of Section 382 or 383 has occurred, or whether
there have been multiple ownership changes since our inception. We may have experienced ownership changes in the past and may experience
ownership changes in the future as a result of shifts in our stock ownership (some of which shifts are outside our control). As a result,
if we earn net taxable income, our ability to use our pre-change NOL carryforwards to offset such taxable income may be subject to limitations.
Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. As a result, even if we attain
profitability, we may be unable to use a material portion of our NOL carryforwards and other tax attributes, which could adversely affect
our future cash flows.

 Risks
Related to our Research & Development, Clinical and Commercialization Activities

 Our
therapeutic and vaccine programs are pre-revenue, and subject to the risks of an early-stage biotechnology company.

 Since
the Company's primary focus for the foreseeable future will likely be our therapeutics and vaccine businesses, shareholders should
understand that we are primarily an early-stage biotechnology company with no history of revenue-generating operations, and our only
assets consist of our proprietary and licensed technologies and the know-how of our officers and employees. Therefore, we are subject
to all the risks and uncertainties inherent in a new business, in particular new businesses engaged in CAR-T cancer therapeutics and
cancer vaccines, as well as whether our current business plan is sound. Our CAR-T ovarian cancer therapeutic and our breast and ovarian
cancer vaccines are in their early stages of development, and we still must establish and implement many important functions necessary
to commercialize the technologies.

 Accordingly,
you should consider the Company's prospects in light of the costs, uncertainties, delays and difficulties frequently encountered
by companies in their pre-revenue generating stages, particularly those in the biotechnology field. Shareholders should carefully consider
the risks and uncertainties that a business with limited operating history will face. In particular, shareholders should consider that
there is a significant risk that we will not be able to:

 successfully
 enroll sufficient numbers of qualified patients to participate in our clinical trials;

 obtain
 sufficient quantity and quality of materials manufactured for use in our clinical trials;

 successfully
 meet the primary endpoints in our clinical trials;

 implement
 or execute our current business plan;

 raise
 sufficient funds in the capital markets or otherwise to fully effectuate our business plan;

 maintain
 our management team;

 determine
 that the processes and technologies that we have developed or will develop are commercially viable; and/or

 attract,
 enter into or maintain contracts with potential commercial partners such as licensors of technology and suppliers or licensees of
 our technologies.

 Any
of the foregoing risks may adversely affect the Company and result in the failure of our business. In addition, we expect to encounter
unforeseen expenses, difficulties, complications, delays and other known and unknown factors. Over the next several quarters, we will
need to continue broadening our focus from a research and development company to a company capable of supporting clinical trials and
commercial activities, or enter into collaborations with partners that may provide those capabilities. We may not be able to reach such
achievements, which would have a material adverse effect on our Company.

 Our
current business model relies on strategic collaborations with commercial partners to provide the resources and infrastructure to manufacture
and ultimately market and/or sell our technologies. We may have difficulty in timing the establishment of these partnerships to achieve
the greatest economic benefit for the Company, or in establishing these partnerships at all.

 We
do not currently have the resources and infrastructure to manufacture, market or sell our products or technologies. While our technologies
have generated interest from multiple potential strategic partners, due to the early stage of development of our technologies, we can
give no assurance that we will be able to successfully establish any strategic partnerships. Further, even if we elect to engage with
a potential strategic partner, development of these partnerships can take an extended period of time in which significant analysis is
performed by the potential strategic partner on our technologies and our intellectual property, as well as on the market opportunities
and how well our technologies may fit strategically with the partner's existing business. Accordingly, it will be difficult for
us to time the establishment of a strategic partnership to achieve the greatest economic benefit for the Company.

 If
product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization
of our product candidates.

 We
will face an inherent risk of product liability as a result of the ongoing and upcoming human clinical testing and commercialization
of our product candidates. For example, we may be sued if our product candidates cause or are perceived to cause injury or are found
to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any such product liability claims may include allegations
of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or
a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves
against product liability claims, we may incur substantial liabilities or be required to limit or cease commercialization of our product
candidates. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual
outcome, liability claims may result in:

 decreased
 demand for our product candidates;

 injury
 to our reputation;

 withdrawal
 of clinical trial participants;

 initiation
 of investigations by regulators;

 costs
 to defend the related litigation;

 a
 diversion of management's time and our resources;

 substantial
 monetary awards to clinical trial participants or patients;

 product
 recalls, withdrawals or labeling, marketing or promotional restrictions;

 loss
 of potential revenue;

 exhaustion
 of any available insurance and our capital resources;

 the
 inability to commercialize any product candidate; and

 a
 decline in our share price.

 While
we carry product liability insurance, claims could be asserted that could result in damages in excess of such insurance coverage. If
we do not maintain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims,
the lack of sufficient coverage could prevent or inhibit the development and commercialization of any products we develop, alone or with
corporate collaborators.

 If
we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new products in the future.

 In
the future, we may identify third-party technology we need, including to develop or commercialize new products or services. In return
for the use of a third party's technology, we may agree to pay the licensor royalties based on sales of our products or services.
Royalties are a component of cost of products or services and affect the margins on our products or services. We may also need to negotiate
licenses to patents or patent applications before or after introducing a commercial product. We may not be able to obtain necessary licenses
to patents or patent applications, and our business may suffer if we are unable to enter into the necessary licenses on acceptable terms
or at all, if any necessary licenses are subsequently terminated, if the licensors fail to abide by the terms of the licenses or fail
to prevent infringement by third parties, or if the licensed patents or other rights are found to be invalid or unenforceable.

 Biotechnology
and pharmaceutical product development is a highly speculative undertaking and involves a substantial degree of uncertainty. We have
never generated any revenue from biotechnology and pharmaceutical product sales and our biotechnology and pharmaceutical products may
never be profitable.

 We
are in the pre-clinical stage of developing our ovarian cancer vaccine technology and in the clinical stage with our CAR-T therapeutic
technology and with our breast cancer vaccine technology. Our ability to generate revenue depends in large part on our ability, alone
or with partners, to successfully complete the development of, obtain the necessary regulatory approvals for, and commercialize, product
candidates. We do not anticipate generating revenues from sales of such products for the foreseeable future. Our ability to generate
future revenues from product sales of our technologies depends heavily on our success in:

 progressing
 our discovery stage programs into pre-clinical testing;

 progressing
 our pre-clinical programs into human clinical trials;

 completing
 requisite clinical trials through all phases of clinical development of our product candidates;

 seeking
 and obtaining marketing approvals for our product candidates that successfully complete clinical trials, if any;

 launching
 and commercializing our product candidates for which we obtain marketing approval, if any, with a partner or, if launched independently,
 successfully establishing a manufacturing, sales force, marketing and distribution infrastructure;

 identifying
 and developing new product candidates;

 establishing
 and maintaining supply and manufacturing relationships with third parties;

 maintaining,
 protecting, expanding and enforcing our intellectual property; and

 attracting,
 hiring and retaining qualified personnel.

 Because
of the numerous risks and uncertainties associated with biologic and pharmaceutical product development, we are unable to predict the
likelihood or timing for when we may receive regulatory approval of our product candidates or when we will be able to achieve or maintain
profitability, if ever. If we are unable to establish a development and or commercialization partnership, or do not receive regulatory
approvals, our business, prospects, financial condition and results of operations will be adversely affected. Even if we or a partner
obtain the regulatory approvals to market and sell one or more of our product candidates, we may never generate significant revenues
from any commercial sales for several reasons, including because the market for our products may be smaller than we anticipate, or products
may not be adopted by physicians and payors or because our products may not be as efficacious or safe as other treatment options. If
we fail to successfully commercialize one or more products, by ourselves or through a partner, we may be unable to generate sufficient
revenues to sustain and grow our business and our business, prospects, financial condition and results of operations will be adversely
affected.

 Cancer
vaccines are novel and present significant challenges.

 The
development of preventive and therapeutic cancer vaccines is difficult, with very few cancer vaccines successfully reaching the market.
The only vaccines shown to be effective in preventing cancer have been vaccines against cancer causing agents, not the cancer itself.
Vaccines work by exposing a benign form of a disease agent to an individual's immune system. The immune system identifies the agent
and learns to attack and destroy it, retaining a memory of the agent so the immune system knows to react quickly if an individual is
exposed to the disease agent months or years later. Most vaccines attack pathogens, such as viruses and bacteria. The immune system is
better able to assail these agents because they come from outside the body. Cancer, however, is caused by aberrant cells that arise out
of our resident cells, which can make it difficult for our immune system to find the diseased cells, especially as advancing age weakens
our immune system. Once these aberrant cells gain critical mass, they become cancer.

 CAR-T
cell therapies are novel and present significant challenges.

 CAR-T
product candidates represent a relatively new field of cellular immunotherapy. Advancing this novel and personalized therapy creates
significant challenges for us, or a partner, including:

 obtaining
 regulatory approval, as the FDA and other regulatory authorities have limited experience with commercial development of T cell therapies
 for cancer;

 sourcing
 clinical and, if approved, commercial supplies for the materials used to manufacture and process our product candidates;

 developing
 a consistent and reliable process, while limiting contamination risks, for engineering and manufacturing T cells ex vivo and
 infusing the engineered T cells into the patient;

 educating
 medical personnel regarding the potential benefits, as well as the challenges, of incorporating our product candidates into their
 treatment regimens;

 establishing
 sales and marketing capabilities upon obtaining any regulatory approval to gain market acceptance of a novel therapy; and

 the
 availability of coverage and adequate reimbursement from third-party payors for our novel and personalized therapy.

 Our
inability to successfully develop CAR-T cell therapies or develop processes related to the manufacture, sales and marketing of these
therapies would adversely affect our business, results of operations and prospects.

 While
CAR-T technology has shown positive results in B-cell cancers by others, its safety and efficacy has not been seen in solid tumors and
we cannot guarantee our CAR-T technology will be safe or effective in ovarian or other cancers.

 CAR-T
therapies function through the binding of a genetically engineered killer T cell to a cancer cell. However, these engineered T cells
destroy the cell they are bound to whether it is a cancer cell or a healthy cell. Therefore, the engineered T cells must be designed
to only bind to either cancer cells or other target cells to minimize toxicity. Our CAR-T technology relies on the natural affinity of
FSH to FSH-Receptor. Research by others has shown that in women the FSH-Receptor protein is found on ovary cells and generally in no
other healthy tissue, and therefore, we engineer our T cells with FSH. However, as the research in this field is still new, we cannot
guarantee that there is no FSH-Receptor on any other healthy tissue in the human body.

 While
pre-clinical testing and the limited human clinical testing of our product candidates has been positive, we may experience unfavorable
results once we collect statistically significant data from human clinical trials.

 We
have limited human clinical data from our breast cancer vaccine and our CAR-T ovarian cancer therapeutic, and we have not initiated clinical
trials for our ovarian cancer vaccine and we may not be able to commence clinical trials on the time frames we expect. As our discovery
stage product candidate has only been tested in animals and our clinical stage candidates currently have limited human data, we face
significant uncertainty regarding how effective and safe they will be in human patients and the results from pre-clinical studies may
not be indicative of the results of clinical trials. Pre-clinical and clinical data are often susceptible to varying interpretations
and analyses, and many companies that have believed their product candidates performed satisfactorily in pre-clinical studies and clinical
trials have nonetheless failed to obtain marketing approval for their products.

 Even
if clinical trials are successfully completed, the FDA or foreign regulatory authorities may not interpret the results as we do, and
more clinical trials could be required before we submit our product candidates for approval. To the extent that the results of our clinical
trials are not satisfactory to the FDA or foreign regulatory authorities for support of a marketing application, approval of our product
candidates may be significantly delayed, or we may be required to expend significant additional resources, which may not be available
to us, to conduct additional clinical trials in support of potential approval of our product candidates.

 We
are dependent on third parties to conduct our pre-clinical studies and clinical trials.

 We
depend and will continue to depend upon independent investigators and collaborators, such as universities, medical institutions, and
strategic partners such as Moffitt for our CAR-T therapy and Cleveland Clinic for our breast and ovarian cancer vaccines to conduct our
pre-clinical studies and clinical trials under agreements with us. Negotiations of budgets and contracts with study sites may result
in delays to our development timelines and increased costs. We will rely heavily on these third parties over the course of our clinical
trials, and we control only certain aspects of their activities. Nevertheless, we are responsible for ensuring that each of our studies
is conducted in accordance with applicable protocol, legal, regulatory and scientific standards, and our reliance on third parties does
not relieve us of our regulatory responsibilities. We and these third parties are required to comply with current good clinical practices,
or cGCPs, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for product candidates
in clinical development. Regulatory authorities enforce these cGCPs through periodic inspections of clinical trial sponsors, principal
investigators and clinical trial sites. If we or any of these third parties fail to comply with applicable cGCP regulations, the clinical
data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities could require
us to perform additional clinical trials before approving our marketing applications. It is possible that, upon inspection, such regulatory
authorities could determine that any of our clinical trials fail to comply with the cGCP regulations. In addition, our clinical trials
must be conducted with biologic product produced under current good manufacturing practices, or cGMPs, and will require a large number
of test patients. Our failure or any failure by these third parties to comply with these regulations or to recruit a sufficient number
of patients may require us to repeat clinical trials, which would delay the regulatory approval process. Moreover, our business may be
implicated if any of these third parties violates federal or state fraud and abuse or false claims laws and regulations or healthcare
privacy and security laws.

 Any
third parties conducting our clinical trials are not and will not be our employees and, except for remedies available to us under our
agreements with these third parties, we cannot control whether they devote sufficient time and resources to our ongoing pre-clinical,
clinical and nonclinical programs. These third parties may also have relationships with other commercial entities, including our competitors,
for whom they may also be conducting clinical trials or other drug development activities, which could affect their performance on our
behalf. If these third parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they
need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our
clinical protocols or regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated and we
may not be able to complete development of, obtain regulatory approval of or successfully commercialize our product candidates. As a
result, our financial results and the commercial prospects for our product candidates would be harmed, our costs could increase and our
ability to generate revenue could be delayed.

 Switching
or adding third parties to conduct our clinical trials involves substantial cost and requires extensive management time and focus. In
addition, there is a natural transition period when a new third party commences work. As a result, delays occur, which can materially
impact our ability to meet our desired clinical development timelines.

 If
we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise
adversely affected.

 We
may experience difficulties in patient enrollment in our clinical trials for a variety of reasons. The timely completion of clinical
trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain
in the study until its conclusion. The enrollment of patients depends on many factors, including:

 the
 patient eligibility criteria defined in the clinical trial protocol;

 the
 size of the patient population required for analysis of the trial's primary endpoints;

 the
 proximity of patients to the study site;

 the
 design of the clinical trial;

 our
 ability to retain clinical trial investigators with the appropriate competencies and experience;

 our
 ability to obtain and maintain patient consents;

 the
 risk that patients enrolled in clinical trials will drop out of the clinical trials before completion; and

 competing
 clinical trials and approved therapies available for patients.

 In
particular, our Phase 1 CAR-T ovarian cancer clinical trial is enrolling patients with late-stage ovarian cancer who have failed conventional
treatment, and are willing and able to be treated at Moffitt. Our Phase 1a breast cancer vaccine clinical trial is enrolling patients
who have undergone standard of care treatment for TNBC. Our Phase 1b breast cancer vaccine clinical trial is enrolling healthy women
who, as a result of, among other things, testing positive for the BRCA1, BRCA2 or PALB2 gene mutations which are leading predictors of
future incidence of breast cancer, have elected to have prophylactic mastectomies. Our Phase 1c breast cancer vaccine clinical trial
is enrolling post-operative TNBC patients who have residual disease following neoadjuvant chemo-immunotherapy and are being treated with
pembrolizumab (Keytruda). These potential trial participants must be willing and able to undergo treatment at the Cleveland Clinic.

 Our
clinical trials will compete with other companies' clinical trials for product candidates that are in the same therapeutic areas
as our product candidates, and this competition will reduce the number and types of patients available to us, because some patients who
might have opted to enroll in our clinical trials may instead opt to enroll in a trial being conducted by one of our competitors. We
expect to conduct our clinical trials at the same clinical trial sites that some of our competitors may use, which will reduce the number
of patients who are available for our clinical trial in these clinical trial sites. Moreover, because our product candidates represent
a departure from more commonly used methods for cancer treatment, potential patients and their doctors may be inclined to use experimental
therapies that use conventional technologies, such as chemotherapy and antibody therapy, rather than enroll patients in our clinical
trials. Patients may also be unwilling to participate in our clinical trials because of negative publicity from adverse events in the
biotechnology or gene therapy industries.

 Delays
in patient enrollment may result in increased costs or may affect the timing or outcome of our planned clinical trials, which could prevent
completion of the clinical trials and adversely affect our ability to advance the development of our ovarian cancer CAR-T therapy and
our breast cancer vaccine.

 Any
adverse developments that occur during any clinical trials conducted by academic investigators, our collaborators or other entities conducting
clinical trials under independent IND applications may negatively affect the conduct of our clinical trials or our ability to obtain
regulatory approvals or commercialize our product candidates.

 CAR-T,
vaccines and other immuno-therapy technologies are being used by third parties in clinical trials for which we are collaborating or in
clinical trials which are completely independent of our development programs. We have little to no control over the conduct of those
clinical trials. If serious adverse events occur during these or any other clinical trials using technologies similar to ours, the FDA
and other regulatory authorities may delay our clinical trial, or could delay, limit or deny approval of our product candidates or require
us to conduct additional clinical trials as a condition to marketing approval, which would increase our costs. If we receive regulatory
approval for any product candidate and a new and serious safety issue is identified in connection with clinical trials conducted by third
parties, the applicable regulatory authorities may withdraw their approval of our products or otherwise restrict our ability to market
and sell our products. In addition, treating physicians may be less willing to administer our products due to concerns over such adverse
events, which would limit our ability to commercialize our products.

 Adverse
side effects or other safety risks associated with our product candidates could cause us to suspend or discontinue clinical trials or
delay or preclude approval.

 In
third party clinical trials involving CAR-T cell therapies, the most prominent acute toxicities included symptoms thought to be associated
with the release of cytokines, such as fever, low blood pressure and kidney dysfunction. Some patients also experienced toxicity of the
central nervous system, such as confusion, cranial nerve dysfunction and speech impairment. Adverse side effects attributed to CAR-T
therapies were severe and life-threatening in some patients. The life-threatening events were related to kidney dysfunction and toxicities
of the central nervous system or other organ failure. Severe and life-threatening toxicities occurred primarily in the first two weeks
after cell infusion and generally resolved within three weeks. In the past, several patients have also died in clinical trials by others
involving CAR-T cell therapies.

 Side
effects of our breast cancer vaccine may include mild effects such as injection site pain or irritation, or more severe side effects
such as fever, inflammation, organ failure or other adverse effects.

 Undesirable
side effects observed in our clinical trials, whether or not they are caused by our product candidates, could result in the delay, suspension
or termination of clinical trials, by the FDA or other regulatory authorities or us for a number of reasons. In addition, because the
patients who will be enrolled in our clinical trials may be suffering from a life-threatening disease and may often be suffering from
multiple complicating conditions it may be difficult to accurately assess the relationship between our product candidate and adverse
events experienced by very ill patients. If we elect or are required to delay, suspend or terminate any of our clinical trials, the commercial
prospects of such therapy will be harmed and our ability to generate product revenues from such therapy will be delayed or eliminated.
In addition, serious adverse events observed in clinical trials could hinder or prevent market acceptance of the product candidate at
issue. Any of these occurrences may harm our business, prospects, financial condition and results of operations significantly.

 Clinical
trials are expensive, time consuming and difficult to design and implement.

 Human
clinical trials are expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements.
Because our CAR-T ovarian cancer therapy is based on relatively new technology and engineered on a patient-by-patient basis, we expect
that it will require extensive research and development and have substantial manufacturing and processing costs. In addition, costs to
treat patients with relapsed/refractory cancer and to treat potential side effects that may result from therapies such as our current
and future product candidates can be significant. Accordingly, our clinical trial costs are likely to be significantly higher than for
more conventional therapeutic technologies or drug products. In addition, our proposed personalized product candidates involve several
complex and costly manufacturing and processing steps, the costs of which will be borne by us.

 In
one of our breast cancer vaccine clinical trials, we will treat healthy women who, as a result of testing positive for certain gene mutations,
have elected to have prophylactic mastectomies. Delivering an experimental treatment to a healthy individual is more complex and subject
to more rigorous regulatory requirements and is more difficult to design and implement. In addition, in future clinical trials we will
need to determine efficacy of the breast cancer vaccine as a cancer prevention which will be a considerably more complex clinical trial
and will have significantly greater costs.

 The
costs of our clinical trials may increase if the FDA does not agree with our clinical development plans or requires us to conduct additional
clinical trials to demonstrate the safety and efficacy of our product candidates.

 We
face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail
to compete effectively.

 The
biopharmaceutical industry is characterized by intense competition and rapid innovation. Our competitors may be able to develop other
compounds or drugs that are able to achieve similar or better results. Our potential competitors include major multinational pharmaceutical
companies, established biotechnology companies, specialty pharmaceutical companies and universities and other research institutions.
Many of our competitors have substantially greater financial, technical and other resources, such as larger research and development
staff and experienced marketing and manufacturing organizations and well-established sales forces. Smaller or early-stage companies may
also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Mergers
and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated in our competitors.
Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of
capital for investment in these industries. Our competitors, either alone or with collaborative partners, may succeed in developing,
acquiring or licensing on an exclusive basis drug or biologic products that are more effective, safer, more easily commercialized or
less costly than our product candidates or may develop proprietary technologies or secure patent protection that we may need for the
development of our technologies and products.

 Cell-based
therapies rely on the availability of specialty raw materials, which may not be available to us on acceptable terms or at all.

 Gene-modified
cell therapy manufacturing requires many specialty raw materials, some of which are manufactured by small companies with limited resources
and experience to support a commercial product. Some suppliers typically support biomedical researchers or blood-based hospital businesses
and may not have the capacity to support commercial products manufactured under cGMP by biopharmaceutical firms. The suppliers may be
ill-equipped to support our needs, especially in non-routine circumstances like FDA inspections or medical crises, such as widespread
contamination. We also do not have commercial supply arrangements with many of these suppliers, and may not be able to contract with
them on acceptable terms or at all. Accordingly, we may experience delays in receiving key raw materials to support clinical or commercial
manufacturing.

 In
addition, some raw materials are currently available from a single supplier, or a small number of suppliers. We cannot be sure that these
suppliers will remain in business, or that they will not be purchased by one of our competitors or another company that is not interested
in continuing to produce these materials for our intended purpose.

 We
may form or seek strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits
of such alliances or licensing arrangements.

 We
may form or seek strategic alliances, create joint ventures or collaborations and enter into additional licensing arrangements with third
parties that we believe will complement or augment our development and commercialization efforts with respect to our product candidates
and any future product candidates that we may develop. Any of these relationships may require us to incur non-recurring and other charges,
increase our near and long-term expenditures, issue securities that dilute our existing stockholders or disrupt our management and business.
In addition, we face significant competition in seeking appropriate strategic partners and the negotiation process is time-consuming
and complex. Moreover, we may not be successful in our efforts to establish a strategic partnership or other alternative arrangements
for our product candidates because they may be deemed to be at too early of a stage of development for collaborative effort and third
parties may not view our product candidates as having the requisite potential to demonstrate safety and efficacy. If we license products
or businesses, we may not be able to realize the benefit of such transactions if we are unable to successfully integrate them with our
existing operations and company culture. It is possible that, following a strategic transaction or license, we may not achieve the revenue
or specific net income that justifies such transaction. Any delays in entering into new strategic partnership agreements related to our
product candidates could delay the development and commercialization of our product candidates in certain geographies for certain indications,
which would harm our business prospects, financial condition and results of operations.

 The
FDA regulatory approval process is lengthy and time-consuming, and we may experience significant delays in the clinical development and
regulatory approval of our product candidates.

 We
have not previously submitted a Biologics License Application ("BLA") or a New Drug Application ("NDA") to the
FDA, or similar approval filings to other foreign authorities. A BLA or NDA must include extensive pre-clinical and clinical data and
supporting information to establish the product candidate's safety, purity and potency for each desired indication. It must also
include significant information regarding the chemistry, manufacturing and controls for the product. We expect the novel nature of our
product candidates to create further challenges in obtaining regulatory approval. For example, the FDA has limited experience with commercial
development of T cell therapies and vaccines for cancer. The regulatory approval pathway for our product candidates may be uncertain,
complex, expensive and lengthy, and approval may not be obtained.

 We
may also experience delays in completing planned clinical trials for a variety of reasons, including delays related to:

 the
 availability of financial resources to commence and complete our planned clinical trials;

 reaching
 agreement on acceptable terms with prospective clinical trial sites, the terms of which can be subject to extensive negotiation and
 may vary significantly among different clinical trial sites;

 recruiting
 suitable patients to participate in a clinical trial;

 having
 patients complete a clinical trial or return for post-treatment follow-up;

 clinical
 trial sites deviating from clinical trial protocol, failing to follow cGCPs, or dropping out of a clinical trial;

 adding
 new clinical trial sites; or

 manufacturing
 sufficient quantities of qualified materials under cGMPs and applying them on a subject-by-subject basis for use in clinical trials.

 Also,
before a clinical trial can begin at an NIH-funded institution, that institution's independent institutional review board, or IRB,
and its Institutional Biosafety Committee must review the proposed clinical trial to assess the safety of the trial. In addition, adverse
developments in clinical trials of gene therapy products conducted by others may cause the FDA or other regulatory bodies to change the
requirements for approval of any of our product candidates.

 We
could also encounter delays if physicians encounter unresolved ethical issues associated with enrolling patients in clinical trials of
our product candidates in lieu of prescribing existing treatments that have established safety and efficacy profiles. Further, a clinical
trial may be suspended or terminated by us, the IRBs for the institutions in which such clinical trials are being conducted, the Data
Monitoring Committee for such clinical trial, or by the FDA or other regulatory authorities due to a number of factors, including failure
to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial
operations or clinical trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen
safety issues or adverse side effects, failure to demonstrate a benefit from using a product candidate, changes in governmental regulations
or administrative actions or lack of adequate funding to continue the clinical trial. If we experience termination of, or delays in the
completion of, any clinical trial of our product candidates, the commercial prospects for our product candidates will be harmed, and
our ability to generate product revenue will be delayed. In addition, any delays in completing our clinical trials will increase our
costs, slow down our product development and approval process and jeopardize our ability to commence product sales and generate revenue.

 Many
of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may ultimately lead to the denial
of regulatory approval of our product candidates.

 Even
if we obtain regulatory approval of our product candidates, the products may not gain market acceptance among physicians, patients, hospitals,
cancer treatment centers, third-party payors and others in the medical community.

 The
use of engineered T cells as a potential cancer treatment and the use of therapeutic and prophylactic cancer vaccines are recently developed
technologies and may not become broadly accepted by physicians, patients, hospitals, cancer treatment centers, third-party payors and
others in the medical community. Many factors will influence whether our product candidates are accepted in the market, including:

 the
 clinical indications for which our product candidates are approved;

 physicians,
 hospitals, cancer treatment centers and patients considering our product candidates as a safe and effective treatment;

 the
 potential and perceived advantages of our product candidates over alternative treatments;

 the
 prevalence and severity of any side effects;

 product
 labeling or product insert requirements of the FDA or other regulatory authorities;

 limitations
 or warnings contained in the labeling approved by the FDA or other regulatory authorities;

 the
 extent and quality of the clinical evidence supporting the efficacy and safety of our product candidates;

 the
 timing of market introduction of our product candidates as well as competitive products;

 the
 cost of treatment in relation to alternative treatments;

 the
 availability of adequate reimbursement and pricing by third-party payors and government authorities;

 the
 willingness and ability of patients to pay out-of-pocket in the absence of coverage by third-party payors, including government authorities;

 relative
 convenience and ease of administration, including as compared to alternative treatments and competitive therapies; and

 the
 effectiveness of our or any of our strategic partners' sales and marketing efforts.

 If
our product candidates are approved but fail to achieve market acceptance among physicians, patients, hospitals, cancer treatment centers
or others in the medical community, we will not be able to generate significant revenue. Even if our products achieve market acceptance,
we may not be able to maintain that market acceptance over time if new products or technologies are introduced that are more favorably
received than our products, are more cost effective or render our products obsolete.

 Risks
Related to Our Intellectual Property

 If
we are unable to obtain and maintain intellectual property protection, our competitive position will be harmed.

 Our
ability to compete and to achieve sustained profitability will be impacted by our ability to protect our CAR-T cancer therapeutics technologies,
our breast cancer vaccine technologies, our ovarian cancer vaccine technologies and other proprietary discoveries and technologies. We
expect to rely on a combination of patent protection, copyrights, trademarks, trade secrets, know-how, and regulatory approvals to protect
our technologies. Our intellectual property strategy is intended to help develop and maintain our competitive position. While we have
been granted multiple patents related to our technologies, there is no assurance that we will be able to obtain further patent protection
for our technologies or any other technologies, nor can we be certain that the steps we will have taken will prevent the misappropriation
and unauthorized use of our technologies. If we are not able to obtain and maintain patent protection our competitive position may be
harmed, including our ability to license any product if we choose to have other parties commercialize them.

 Third
parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would
be uncertain and could have a material adverse effect on the success of our business.

 Our
commercial success depends upon our ability to develop, manufacture, market and sell our CAR-T therapeutics, our breast cancer vaccine,
our ovarian cancer vaccine and other proprietary discoveries and technologies without infringing, misappropriating or otherwise violating
the proprietary rights or intellectual property of third parties. We may become party to, or be threatened with, future adversarial proceedings
or litigation regarding intellectual property rights with respect to our CAR-T therapeutics, our breast cancer vaccine, our ovarian cancer
vaccine and other proprietary discoveries and technologies. Third parties may assert infringement claims against us based on existing
patents or patents that may be granted in the future. If we are found to infringe a third party's intellectual property rights,
we could be required to obtain a license from such third party to continue developing our CAR-T therapeutics, our breast cancer vaccine,
our ovarian cancer vaccine and other proprietary discoveries and technologies. However, we may not be able to obtain any required license
on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors
access to the same technologies licensed to us. We could be forced, including by court order, to cease developing the infringing technology
or product. In addition, we could be found liable for monetary damages. Claims that we have misappropriated the confidential information
or trade secrets of third parties can have a similar negative impact on our business.

 We
rely on licenses from Wistar for our CAR-T technology and Cleveland Clinic for our breast and ovarian cancer vaccine technologies, and
if we lose any of these licenses we may be subjected to future litigation.

 We
are party to royalty-bearing license agreements that grant us rights to use certain intellectual property, including patents and patent
applications. We may need to obtain additional licenses from others to advance our research, development and commercialization activities.
Our license agreements impose, and we expect that future license agreements if necessary will impose, various development, diligence,
commercialization and other obligations on us.

 In
spite of our efforts, our licensors might conclude that we have materially breached our obligations under such license agreements and
might therefore terminate the license agreements, thereby removing or limiting our ability to develop and commercialize products and
technology covered by these license agreements. If these in-licenses are terminated, or if the underlying patents fail to provide the
intended exclusivity, competitors or other third parties might have the freedom to seek regulatory approval of, and to market, products
identical to ours and we may be required to cease our development and commercialization activities. Any of the foregoing could have a
material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

 Moreover,
disputes may arise with respect to any one of our licensing agreements, including:

 the
 scope of rights granted under the license agreement and other interpretation-related issues;

 the
 extent to which our product candidates, technology and processes infringe on intellectual property of the licensor that is not subject
 to the licensing agreement;

 the
 sublicensing of patent and other rights under the licensing agreement and our collaborative development relationships;

 our
 diligence obligations under the license agreement and what activities satisfy those diligence obligations;

 the
 inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors
 and us and our partners; and

 the
 priority of invention of patented technology.

 If
we do not prevail in such disputes, we may lose any of such license agreements.

 In
addition, the agreements under which we currently license intellectual property or technology from third parties are complex, and certain
provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement
that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase
what we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse
effect on our business, financial condition, results of operations and prospects. Moreover, if disputes over intellectual property that
we have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may
be unable to successfully develop and commercialize the affected product candidates, which could have a material adverse effect on our
business, financial conditions, results of operations and prospects.

 Our
failure to maintain such licenses could have a material adverse effect on our business, financial condition and results of operations.
Any of these licenses could be terminated, such as if either party fails to abide by the terms of the license, or if the licensor fails
to prevent infringement by third parties or if the licensed patents or other rights are found to be invalid or unenforceable. Absent
the license agreements, we may infringe patents subject to those agreements, and if the license agreements are terminated, we may be
subject to litigation by the licensor. Litigation could result in substantial costs and be a distraction to management. If we do not
prevail, we may be required to pay damages, including treble damages, attorneys' fees, costs and expenses, royalties or, be enjoined
from selling our products, which could adversely affect our ability to offer products, our ability to continue operations and our financial
condition.

 If
our efforts to protect the proprietary nature of our technologies are not adequate, we may not be able to compete effectively in our
market.

 Any
disclosure to or misappropriation by third parties of our confidential proprietary information could enable competitors to quickly duplicate
or surpass our technological achievements, thus eroding our competitive position in our markets. Certain intellectual property which
is covered by our in-license agreements has been developed at academic institutions which have retained non-commercial rights to such
intellectual property.

 There
are several pending U.S. and foreign patent applications in our portfolio, and we anticipate additional patent applications will be filed
both in the U.S. and in other countries, as appropriate. However, we cannot predict:

 if
 and when patents will issue;

 the
 degree and range of protection any issued patents will afford us against competitors including whether third parties will find ways
 to invalidate or otherwise circumvent our patents;

 whether
 or not others will obtain patents claiming aspects similar to those covered by our patents and patent applications; or

 whether
 we will need to initiate litigation or administrative proceedings which may be costly whether we win or lose.

 Composition
of matter patents for biological and pharmaceutical products are generally considered to be the strongest form of intellectual property.
We cannot be certain that the claims in our pending patent applications directed to compositions of matter for our product candidates
will be considered patentable by the U.S. Patent and Trademark Office (the "USPTO") or by patent offices in foreign countries,
or that the claims in any of our issued patents will be considered valid by courts in the U.S. or foreign countries. Method of use patents
have claims directed to the use of a product for the specified method. This type of patent does not prevent a competitor from making
and marketing a product that is identical to our product for an indication that is outside the scope of the patented method. Moreover,
even if competitors do not actively promote their product for our targeted indications, physicians may prescribe these products "off-label."
Although off-label prescriptions may infringe or contribute to the infringement of method of use patents, the practice is common and
such infringement is difficult to prevent or prosecute.

 The
strength of patents in the biotechnology and pharmaceutical field involves complex legal and scientific questions and can be uncertain.
The patent applications that we own or in-license may fail to result in issued patents with claims that cover our product candidates
or uses thereof in the U.S. or in other foreign countries. Even if the patents do successfully issue, third parties may challenge the
validity, enforceability or scope thereof, which may result in such patents being narrowed, invalidated or held unenforceable. Furthermore,
even if they are unchallenged, patents in our portfolio may not adequately exclude third parties from practicing relevant technology
or prevent others from designing around our claims. If the breadth or strength of our intellectual property position with respect to
our product candidates is threatened, it could dissuade companies from collaborating with us to develop, and threaten our ability to
commercialize, our product candidates. Further, if we encounter delays in our clinical trials, the period of time during which we could
market our product candidates under patent protection would be reduced. Since patent applications in the U.S. and most other countries
are confidential for a period of time after filing, it is possible that patent applications in our portfolio may not be the first filed
patent applications related to our product candidates. Furthermore, for U.S. applications in which all claims are entitled to a priority
date before March 16, 2013, an interference proceeding can be provoked by a third-party or instituted by the USPTO, to determine who
was the first to invent any of the subject matter covered by the patent claims of our applications. For U.S. applications containing
a claim not entitled to priority before March 16, 2013, there is a greater level of uncertainty in the patent law with the passage of
the America Invents Act (2012) which brings into effect significant changes to the U.S. patent laws that are yet untried and untested,
and which introduces new procedures for challenging pending patent applications and issued patents. A primary change under this reform
is the creation of a "first to file" system in the U.S. This will require us to be cognizant going forward of the time from
invention to filing of a patent application.

 Obtaining
and maintaining our patents depends on compliance with various procedural, document submission, fee payment and other requirements imposed
by governmental patent agencies, and our patent position could be reduced or eliminated for non-compliance with these requirements.

 Periodic
maintenance fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime
of the patent. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary,
fee payment and other similar provisions during the patent application process. While an inadvertent lapse can in many cases be cured
by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result
in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.
Noncompliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure
to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal
documents. Such noncompliance events are outside of our direct control for (1) non-U.S. patents and patent applications owned by us,
and (2) patents and patent applications licensed to us by another entity. In such an event, our competitors might be able to enter the
market, which would have a material adverse effect on our business.

 Issued
patents covering our product candidates could be found invalid or unenforceable if challenged in court or the USPTO.

 If
we or one of our licensing partners initiate legal proceedings against a third party to enforce a patent covering one of our product
candidates, the defendant could counterclaim that the patent covering our product candidate, as applicable, is invalid and/or unenforceable.
In patent litigation in the U.S., defendant counterclaims alleging invalidity and/or unenforceability are commonplace, and there are
numerous grounds upon which a third party can assert invalidity or unenforceability of a patent. Third parties may also raise similar
claims before administrative bodies in the U.S. or abroad, even outside the context of litigation. Such mechanisms include re-examination,
post grant review, and equivalent proceedings in foreign jurisdictions, for example, opposition proceedings. Any such proceedings could
result in revocation or amendment to our patents in such a way that they no longer cover our product candidates. The outcome following
legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be
certain that there is no invalidating prior art and that prior art that was cited during prosecution, but not relied on by the patent
examiner, will not be revisited. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, we would
lose at least part, and perhaps all, of the patents directed to our product candidates. A loss of patent rights could have a material
adverse impact on our business.

 Changes
in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.

 As
is the case with other biopharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents.
Obtaining and enforcing patents in the biopharmaceutical industry involve both technological and legal complexity, and is therefore costly,
time-consuming and inherently uncertain. In addition, the U.S. has recently enacted and is currently implementing wide-ranging patent
reform legislation. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances
and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain
patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending
on decisions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable
ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.
For example, in the case, Assoc. for Molecular Pathology v. Myriad Genetics, Inc., the U.S. Supreme Court held that certain claims to
DNA molecules are not patentable. While we do not believe that any of the patents owned or licensed by us will be found invalid based
on this decision, we cannot predict how future decisions by the courts, the U.S. Congress or the USPTO may impact the value of our patents.

 We
have limited foreign intellectual property rights and may not be able to protect our intellectual property rights throughout the world.

 We
have limited intellectual property rights outside the U.S. Filing, prosecuting and defending patents on product candidates in all countries
throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. can be
less extensive than those in the U.S. In addition, the laws of some foreign countries do not protect intellectual property to the same
extent as federal and state laws in the U.S. Consequently, we may not be able to prevent third parties from practicing our inventions
in all countries outside the U.S., or from selling or importing products made using our inventions in and into the U.S. or other jurisdictions.
Competitors may use our technologies in jurisdictions where we have not obtained patents to develop their own products and further, may
export otherwise infringing products to territories where we have patents, but enforcement is not as strong as that in the U.S. These
products may compete with our products and our patents or other intellectual property rights may not be effective or sufficient to prevent
them from competing.

 Many
companies have encountered significant problems in protecting and defending intellectual property in foreign jurisdictions. The legal
systems of certain countries, particularly China and certain developing countries, do not favor the enforcement of patents, trade secrets
and other intellectual property, particularly those relating to biopharmaceutical products, which could make it difficult for us to stop
the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. To date, we have
not sought to enforce any issued patents in these foreign jurisdictions. Proceedings to enforce our patent rights in foreign jurisdictions
could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk
of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert
claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be
commercially meaningful. The requirements for patentability may differ in certain countries, particularly developing countries. Furthermore,
generic drug manufacturers or other competitors may challenge the scope, validity or enforceability of our or our licensors' patents,
requiring us or our licensors to engage in complex, lengthy and costly litigation or other proceedings. Certain countries in Europe and
developing countries, including China and India, have compulsory licensing laws under which a patent owner may be compelled to grant
licenses to third parties. In those countries, we and our licensors may have limited remedies if patents are infringed or if we or our
licensors are compelled to grant a license to a third party, which could materially diminish the value of those patents. This could limit
our potential revenue opportunities. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate
to obtain a significant commercial advantage from the intellectual property that we develop or license.

 Risks
Related to Our Common Stock

 The
issuance or sale of shares in the future to raise money or for strategic purposes could reduce the market price of our common stock.

 In
the future, we may issue securities to raise cash for operations, to pay down then existing indebtedness, as consideration for the acquisition
of assets, as consideration for receipt of goods or services, to pay for the development of our CAR-T cancer therapeutics, to pay for
the development of our breast cancer vaccine, to pay for the development of our ovarian cancer vaccine and for acquisitions of companies.
We have an at-the-market equity offering under which, as of January 16, 2024 we may issue up to approximately $98 million of common stock,
which is currently effective, and which may remain available to us in the future. We also have, and in the future may, issue securities
convertible into our common stock. Any of these events may dilute stockholders' ownership interests in our company and have an
adverse impact on the price of our common stock.

 In
addition, sales of a substantial amount of our common stock in the public market, or the perception that these sales may occur, could
reduce the market price of our common stock. This could also impair our ability to raise additional capital through the sale of our securities.

 Any
actual or anticipated sales of shares by our stockholders may cause the trading price of our common stock to decline. The sale of a substantial
number of shares of our common stock by our stockholders, or anticipation of such sales, could make it more difficult for us to sell
equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

 We
may fail to meet market expectations because of fluctuations in quarterly operating results, which could cause the price of our common
stock to decline.

 Our
reported revenues and operating results have fluctuated in the past and may continue to fluctuate significantly from quarter to quarter
in the future, specifically as we continue to devote our resources towards our CAR-T cancer therapeutics and our breast and ovarian cancer
vaccines. It is possible that in future periods, we will have no revenue or, in any event, revenues could fall below or expenses could
rise above the expectations of securities analysts or investors, which could cause the market price of our common stock to decline. The
following are among the factors that could cause our operating results to fluctuate significantly from period to period:

 patient
 enrollment rates for our clinical trials;

 delays
 with respect to our clinical trials;

 clinical
 trial results relating to our CAR-T cancer therapeutics;

 clinical
 trial results relating to our breast cancer vaccine;

 results
 of pre-clinical studies relating to our ovarian cancer vaccine;

 progress
 with regulatory authorities towards the certification/approval of our CAR-T cancer therapeutics, our breast cancer vaccine or our
 ovarian cancer vaccine; and

 costs
 related to acquisitions, alliances and licenses.

 Biotechnology
company stock prices are especially volatile, and this volatility may depress the price of our common stock.

 The
stock market has experienced significant price and volume fluctuations, and the market prices of biotechnology companies have been highly
volatile. We believe that various factors may cause the market price of our common stock to fluctuate, perhaps substantially, including,
among others, the following:

 announcements
 of developments in the fields of CAR-T therapeutics or cancer vaccines;

 developments
 in relationships with third party vendors and laboratories;

 developments
 or disputes concerning our patents and other intellectual property;

 our
 or our competitors' technological innovations;

 variations
 in our quarterly operating results;

 our
 failure to meet or exceed securities analysts' expectations of our financial results;

 a
 change in financial estimates or securities analysts' recommendations;

 changes
 in management's or securities analysts' estimates of our financial performance;

 announcements
 by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, capital commitments, new
 technologies, or patents; and

 the
 timing of or our failure to complete significant transactions.

 In
addition, we believe that fluctuations in our stock price during applicable periods can also be impacted by changes in governmental regulations
in the drug development industry and/or court rulings and/or other developments in our remaining patent licensing and enforcement actions.

 In
the past, companies that have experienced volatility in the market price of their stock have been the objects of securities class action
litigation. If our common stock was the object of securities class action litigation due to volatility in the market price of our stock,
it could result in substantial costs and a diversion of management's attention and resources, which could materially harm our business
and financial results.

 Our
common stock is currently listed on NASDAQ Capital Market, however if our common stock is delisted for any reason, it will become subject
to the SEC's penny stock rules which may make our shares more difficult to sell.

 If
our common stock is delisted from NASDAQ Capital Market, our common stock will then fit the definition of a penny stock and therefore
would be subject to the rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny stocks.
The SEC rules may have the effect of reducing trading activity in our common stock making it more difficult for investors to sell their
shares. The SEC's rules require a broker or dealer proposing to effect a transaction in a penny stock to deliver the customer a
risk disclosure document that provides certain information prescribed by the SEC, including, but not limited to, the nature and level
of risks in the penny stock market. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable
by him in connection with such transaction prior to consummating the transaction. In addition, the SEC's rules also require a broker
or dealer to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction before completion of the transaction. The existence of the SEC's rules may result in a lower
trading volume of our common stock and lower trading prices.

 We
have issued a significant number of securities pursuant to our incentive plans and may continue to do so in the future. The vesting and,
if applicable, exercise of these securities and the sale of the shares of common stock issuable thereunder may dilute stockholders'
percentage ownership interest and may also result in downward pressure on the price of our common stock.

 As
of the date of this Report, we have issued and outstanding options to purchase 12,735,000 shares of our common stock with a weighted
average exercise price of $3.68. Further, as of the date of this Report, our Board of Directors and Compensation Committee have the authority
to issue awards totaling an additional 665,000 shares of our common stock which is replenished on a yearly basis in accordance with the
provisions of our plan. Additionally, we have registered for resale all of the shares of common stock issuable under our incentive plans.
Because the market for our common stock is thinly traded, the sales and/or the perception that those sales may occur, could adversely
affect the market price of our common stock. Furthermore, the mere existence of a significant number of shares of common stock issuable
upon vesting and, if applicable, exercise of these securities may be perceived by the market as having a potential dilutive effect, which
could lead to a decrease in the price of our common stock.

 We
are a smaller reporting company and the reduced reporting requirements applicable to smaller reporting companies may make our common
stock less attractive to investors.

 We
are a smaller reporting company ("SRC") and a non-accelerated filer, which allows us to take advantage of exemptions from
various reporting requirements that are applicable to other public companies that are not SRCs or non-accelerated filers, including not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced
disclosure obligations regarding executive compensation in our Annual Report and our periodic reports and proxy statements and providing
only two years of audited financial statements in our Annual Report and our periodic reports. We will remain an SRC until (a) the aggregate
market value of our outstanding common stock held by non-affiliates as of the last business day our most recently completed second fiscal
quarter exceeds $250 million or (b) (1) we have over $100 million in annual revenues and (2) the aggregate market value of our outstanding
common stock held by non-affiliates as of the last business day our most recently completed second fiscal quarter exceeds $700 million.
We cannot predict whether investors will find our common stock less attractive if we rely on certain or all of these exemptions. If some
investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock
price may be more volatile and may decline.

 We
do not anticipate declaring any cash dividends on our common stock which may adversely impact the market price of our stock.

 We
have never declared or paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current
policy is to retain all funds and any earnings for use in the operation and expansion of our business. If we do not pay dividends, our
stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 We
will provide the disclosure required under this Item 1C in our annual report for the year ended October 31, 2024 which is the first annual
report for a fiscal year ending on or after December 15, 2023, the date on which disclosure under Item 106 of Regulation S-K is required.

 Item
2. Properties.

 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 a lease that expires September 30, 2024. 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.

 Item
3. Legal Proceedings.

 Other
than lawsuits we bring to enforce 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 on our financial position or results
of operations.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
 5.

 Market for the Registrant's
 Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market

 Our
common stock trades on the NASDAQ Capital Market under the symbol "ANIX".

 Holders

 As
of January 12, 2024, the approximate number of record holders of our common stock was 312 and the closing price of our common
stock was $4.39 per share.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 The
following is information as of October 31, 2023 about shares of our common stock that may be issued upon the exercise of options, warrants
and rights under all equity compensation plans in effect as of that date, including our 2010 Share Incentive Plan and our 2018 Share
Incentive Plan. See Note 4 to our Consolidated Financial Statements for more information on these plans.

 Plan category

 of securities to be issued upon exercise of outstanding options, warrants and rights
 (a)

 average exercise price of outstanding options, warrants and rights

 of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 Equity compensation plans not approved
 by security holders (1)

 1,189,000

 $
 2.94

 -

 Equity compensation plans approved by security
 holders (2)

 10,241,000

 $
 3.67

 750,000

 (1)

 On
 July 14, 2010, the Board adopted the 2010 Share Incentive Plan. Officers, key employees and non-employee directors of, and consultants
 to, the Company or any of its subsidiaries and affiliates were eligible to participate in the 2010 Share Incentive Plan. The 2010
 Share Incentive Plan provided for the grant of stock options, stock appreciation rights, stock awards, and performance awards and
 stock units. The 2010 Share Incentive Plan terminated with respect to additional grants on July 14, 2020.

 (2)

 The
 2018 Share Incentive Plan was adopted by the Board on January 25, 2018 and approved by our shareholders on March 29, 2018. Officers,
 key employees and non-employee directors of, and consultants to, the Company or any of its subsidiaries and affiliates are eligible
 to participate in the 2018 Share Incentive Plan. The 2018 Share Incentive Plan provides for the grant of incentive stock options,
 nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units (the "2018 Benefits").
 The maximum number of shares of common stock available for issuance under the 2018 Share Incentive Plan was initially 5,000,000 shares.
 Additionally, commencing on the first business day in January 2019 and on the first business day of each calendar year thereafter,
 the maximum aggregate number of shares available for issuance shall be replenished such that, as of such first business day, the
 maximum aggregate number of shares available for issuance shall be 2,000,000 shares. The 2018 Share Incentive Plan is administered
 by the Compensation Committee, which determines the option price, term and provisions of the 2018 Benefits. The 2018 Share Incentive
 Plan terminates with respect to additional grants on March 28, 2028. The Board may amend, suspend or terminate the 2018 Share Incentive
 Plan at any time, subject in certain respects to obtaining shareholder approval.

 Dividend
Policy

 No
cash dividends have been paid on our common stock since our inception. We have no present intention to pay any cash dividends in the
foreseeable future.

 Recent
Sales of Unregistered Securities

the three months ended October 31, 2023, the Company issued an aggregate of 6,756 unregistered 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 in a private transaction to investors, without a view to distribution, and were not issued
through any general solicitation or advertisement.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 General

 In
reviewing Management's Discussion and Analysis of Financial Condition and Results of Operations, you should refer to our Consolidated
Financial Statements and the notes related thereto.

 Results
of Operations

 Fiscal
Year ended October 31, 2023 compared with Fiscal Year ended October 31, 2022

 In
fiscal year 2023, we recorded revenue of approximately $210,000 from one license agreement related to our encrypted audio/video conference
calling technology. 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 the license were satisfied and 100% of the revenue was recognized upon execution of the
license agreement. We did not have any revenue in fiscal year 2022.

 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. 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 part of the Company's
ongoing operations, nor do we expect these activities to require material financial resources or attention of senior management.

 We
have not generated any revenue to date from our therapeutics or vaccine programs. In addition, while we pursue our therapeutics and vaccine
programs, we may also make investments in and form new companies to develop additional emerging technologies. We do not expect to begin
generating revenue with respect to any of our current therapy or vaccine programs in the near term. We hope to achieve a profitable outcome
by eventually licensing our technologies to large pharmaceutical companies that have the resources and infrastructure in place to manufacture,
market and sell our technologies as therapeutics or vaccines. The eventual licensing of any of our technologies may take several years,
if it is to occur at all, and may depend on positive results from human clinical trials.

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

 In
fiscal year 2023, inventor royalties, contingent legal fees, litigation and licensing expenses related to patent assertion activities
were approximately $161,000. 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.

 We
did not have any inventor royalties, contingent legal fees, litigation and licensing expenses related to patent assertion activities
in fiscal year 2022.

and Development Expenses

and development expenses incurred in fiscal year 2023 associated with each of our development programs consisted of approximately $1,839,000
for CAR-T therapeutics, approximately $2,682,000 for cancer vaccines, and approximately $248,000 for anti-viral therapeutics.

and development expenses are related to the development of our cancer therapeutic and vaccine programs, and our anti-viral drug program,
and decreased by approximately $1,934,000 to approximately $4,769,000 in fiscal year 2023, from approximately $6,703,000 in fiscal year
2022. The decrease in research and development expenses was primarily due to a decrease in employee stock option compensation expense
of approximately $1,386,000, a decrease in research and development expenses related to our COVID-19 development program of approximately
$485,000 as a result of the suspension of that program in March 2023, a decrease in license fees of approximately $225,000, a decrease
in consultant stock option expense of approximately $213,000, a decrease in research and development expenses related to our CAR-T development
program of approximately $156,000, and a decrease in research and development expenses related to our ovarian cancer vaccine development
program of approximately $130,000, offset by an increase in research and development expenses related to our breast cancer vaccine development
program of approximately $563,000 and an increase in employee compensation and related costs, other than stock option compensation expense,
of approximately $147,000.

 General
and Administrative Expenses

 General
and administrative expenses decreased by approximately $881,000 to approximately $6,291,000 in fiscal year 2023, from approximately $7,172,000
in fiscal year 2022. The decrease in general and administrative expenses was principally due to a decrease in employee stock option compensation
expense of approximately $309,000, a decrease in professional fees of approximately $239,000, a decrease in consultant warrant expense
of approximately $221,000, a decrease in employee compensation and related costs, other than stock option compensation expense, of approximately
$214,000, and a decrease in patent expenses of approximately $152,000, offset by an increase in director compensation expense, other
than stock option compensation expense, of approximately $121,000 and an increase in director stock option compensation expense of approximately
$116,000.

 Interest
Income

 Interest
income increased to approximately $1,081,000 in fiscal year 2023 compared to approximately $104,000 in fiscal year 2022, due to an increase
in interest rates and the increased dollar amount held in short-term investments.

 Net
Loss Attributable to Noncontrolling Interest

 The
net loss attributable to noncontrolling interest, representing Wistar's ownership interest in Certainty's net loss, decreased
by approximately $57,000 to approximately $119,000 in fiscal year 2023, from approximately $176,000 in fiscal year 2022, as Certainty's
net loss decreased.

 Liquidity
and Capital Resources

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

 Based
on currently available information as of January 16, 2024, 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. Under our at-the-market equity program, which is currently effective and may remain available for us
to use in the future, as of October 31, 2023, we may sell up to $100 million of common stock. We did not sell any shares under our at-the-market
equity program during the fiscal year ended October 31, 2023. We may seek to obtain working capital during our fiscal year 2024 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.

the fiscal year ended October 31, 2023, cash used in operating activities was approximately $6,209,000. Cash used in investing activities
was approximately $5,602,000, resulting from the purchase of short-term investments of approximately $44,411,000, which was offset by
the proceeds on maturities of short-term investments of approximately $38,809,000. Cash provided by financing activities was approximately
$366,000, resulting from proceeds from the exercise of stock options of approximately $353,000 and proceeds from the sale of common stock
pursuant to an employee stock purchase plan of approximately $13,000. As a result, our cash, cash equivalents, and short-term investments
at October 31, 2023 decreased approximately $5,843,000 to approximately $23,844,000 from approximately $29,687,000 at the end of fiscal
year 2022.

 We
have expected future cash obligations related to the lease of our offices through 2026, estimated at approximately $202,000.

 Off-Balance
Sheet Arrangements

 We
have no variable interest entities or other significant off-balance sheet obligation arrangements.

 Critical
Accounting Policies

 The
Company's 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 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, the following accounting
policies require our most difficult, subjective, or complex judgments:

 Recognition;

 Stock-Based
 Compensation; and

 and Development Expense.

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-based awards that vest upon the achievement
of a performance metric, the Company recognizes the estimated fair value of the award when achievement becomes probable.

 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.

and Development Expense

 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.

 Effect
of Recent Accounting Pronouncements

 We
discuss the effect of recently issued pronouncements in Note 2 to the Consolidated Financial Statements.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 Not
required for a smaller reporting company.

 Item
8. Financial Statements and Supplementary Data.

 See
accompanying "Index to Consolidated Financial Statements."

 Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Disclosure
Controls and Procedures

 We
maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Under the
supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 and 15d-15 of the Exchange
Act. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of the end of fiscal year 2023.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our management, including the principal executive officer and principal financial
officer, does not expect that our internal controls over financial reporting will prevent all errors and all fraud. A control system,
no matter how well designed and operated, cannot provide full assurance that the objectives of the control system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

 Under
the supervision and with the participation of our management, including the principal executive officer and principal financial officer,
we conducted an evaluation as to the effectiveness of our internal control over financial reporting as of October 31, 2023. In making
this assessment, our management used the criteria for effective internal control set forth by the Committee of Sponsoring Organizations
of the Treadway Commission in the 2013 Internal Control – Integrated Framework. Based on this assessment, our management
concluded that our internal control over financial reporting was effective as of October 31, 2023.

 This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's independent registered
public accounting firm pursuant to an exemption of the Commission that permits smaller reporting companies and non-accelerated filers,
such as the Company, to provide only management's report in this Annual Report on Form 10-K. Accordingly, our management's
assessment of the effectiveness of our internal control over financial reporting as of October 31, 2023 has not been audited by our auditors,
Haskell & White LLP.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2023 that has materially affected,
or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 Item
9B. Other Information.

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 The
information required by this Item will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled for
March 21, 2024 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2023, and will be incorporated into

 Item
11. Executive Compensation.

 The
information required by this Item will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled for
March 21, 2024 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2023, and will be incorporated into

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
information required by this Item will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled for
March 21, 2024 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2023, and will be incorporated into

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 The
information required by this Item will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled for
March 21, 2024 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2023, and will be incorporated into

 Item
14. Principal Accounting Fees and Services.

 The
information required by this Item will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled for
March 21, 2024 which such Proxy Statement will be filed with the SEC within 120 days of October 31, 2023, and will be incorporated into

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (a)(1)(2)
 Financial Statement Schedules

 See
accompanying "Index to Consolidated Financial Statements."

 (b)

 Exhibits

 3.1

 of Incorporation, as amended. (Incorporated by reference to Form 10-Q for the fiscal quarter ended July 31, 1992 and Form S-3, dated
 February 11, 2014.)

 3.2

 to the Certificate of Incorporation. (Incorporated by reference to Exhibit 3.2 to our Form 10-K for the fiscal year ended October
 31, 2013.)

 3.3

 of Amendment to the Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to our Form 8-K, dated September 4, 2014.)

 3.4

 of Designations, Preferences and Rights of Series A Convertible Preferred Stock. (Incorporated by reference to Exhibit 3.1 to our
 Form 8-K, dated September 10, 2014.)

 3.5

 of Amendment to the Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to our Form 8-K, dated June 25, 2015.)

 3.6

 of Amendment to the Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to our Form 10-Q for the fiscal quarter
 ended April 30, 2018.)

 3.7

 of Amendment to the Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to our Form 8-K, dated October 1, 2018.)

 3.8

 of Amendment to the Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to our Form 8-K, dated August 13, 2020.)

 3.9

 Amended
 and Restated By-laws. (Incorporated by reference to Exhibit 3.8 to our Form 10-K for the fiscal year ended October 31, 2019.)

 3.10

 to the Amended and Restated Bylaws of the Company. (Incorporated by reference to our Form 8-K, dated April 2, 2021.)

 4.1

 Form
 of Underwriter Warrants. (Incorporated by reference to Exhibit 4.1 to our Form 8-K, dated March 24, 2021.)

 4.2

 Description
 of the Company's Securities Registered under Section 12 of the Exchange Act (Incorporated by reference to the description of
 our common stock contained in our Current Report on Form 8-K filed on March 31, 2014.)

 10.1

 2010
 Share Incentive Plan. (Incorporated by reference to Exhibit 10.1 to our Form 8-K, dated July 20, 2010.)

 10.2

 No. 1 to the 2010 Share Incentive Plan. (Incorporated by reference to Exhibit 10.1 to our Form 8-K, dated July 7, 2011.)

 10.3

 No. 2 to the 2010 Share Incentive Plan. (Incorporated by reference to Exhibit 10.1 to our Form 8-K, dated September 5, 2012.)

 10.4

 No. 3 to the 2010 Share Incentive Plan. (Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended
 January 31, 2014.)

 10.5

 2018
 Share Incentive Plan. (Incorporated by reference to Exhibit 4.13 to our Form S-8 dated October 1, 2018.)

 10.6

 License
 Agreement, dated November 13, 2017, between Certainty Therapeutics, Inc. and The Wistar Institute of Anatomy and Biology. (Incorporated
 by reference to Exhibit 10.14 to our Form 10-K, dated January 9, 2018.) (Portions of this exhibit have been redacted pursuant to
 a request for confidential treatment. The redacted portions have been separately filed with the Securities and Exchange Commission.)

 10.7

 to License Agreement between Certainty Therapeutics, Inc. and The Wistar Institute of Anatomy and Biology. (Incorporated by reference
 to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended January 31, 2021.) (Certain information has been redacted in the marked
 portions of the exhibit.)

 10.8

 Amended
 and Restated Master Collaboration Agreement, dated November 1, 2021, between Certainty Therapeutics, Inc. and H. Lee Moffitt Cancer
 Center and Research Institute, Inc. (Incorporated by reference to Exhibit 10.8 to our Form 10-K for the fiscal year ended October
 31, 2021.)

 10.9

 Exclusive
 License Agreement, dated July 8, 2019, between the Company and The Cleveland Clinic Foundation. (Incorporated by reference to Exhibit
 10.1 to our Form 10-Q for the fiscal quarter ended July 31, 2019.) (Certain information has been redacted in the marked portions
 of the exhibit.)

 10.10

 to Exclusive License Agreement between the Company and The Cleveland Clinic Foundation. (Filed herewith.)

 10.11

 Exclusive
 License Agreement, dated October 20, 2020, between the Company and The Cleveland Clinic Foundation. (Incorporated by reference to
 Exhibit 10.14 to our Form 10-K, for the fiscal year ended October 31, 2020.) (Certain information has been redacted in the marked
 portions of the exhibit.)

 10.12

 No. 1 to Exclusive License Agreement between the Company and The Cleveland Clinic Foundation. (Incorporated by reference to Exhibit
 10.1 to our Form 10-Q for the fiscal quarter ended July 31, 2022.) (Certain information has been redacted in the marked portions
 of the exhibit.)

 10.13

 Form
 of Controlled Equity Offering SM Sales Agreement (Incorporated by reference to Exhibit 10.1 to our Form S-3 dated September
 9, 2022)

 Code
 of Conduct (Incorporated by reference to Exhibit 14 to our Form 10-K, for the fiscal year ended October 31, 2020.)

 Insider
 Trading Policy (Filed herewith.)

 Subsidiaries
 of Anixa Biosciences, Inc. (Incorporated by reference to Exhibit 21 to our Form 10-K, for the fiscal year ended October 31, 2020.)

 23.1

 Consent
 of Haskell & White LLP. (Filed herewith.)

 31.1

 Certification
 of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated January 16, 2024. (Filed herewith.)

 31.2

 Certification
 of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated January 16, 2024. (Filed herewith.)

 32.1

 Statement
 of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated January 16, 2024. (Filed herewith.)

 32.2

 Statement
 of Chief Financial Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated January 16, 2024. (Filed herewith.)

 99.1

 Clawback
 Policy (Filed herewith.)

 Item
16. Form 10-K Summary.

 The
Company has elected not to include a summary pursuant to this Item 16.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Anixa
 Biosciences, Inc.

 By:

 /s/
 Amit Kumar

 Dr.
 Amit Kumar

 Chairman
 of the Board and

 Chief
 Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

 By:

 /s/
 Amit Kumar

 Dr.
 Amit Kumar

 Chairman
 of the Board and

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/
 Michael J. Catelani

 Michael
 J. Catelani

 President,
 Chief Operating Officer and

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 By:

 /s/
 Lewis H. Titterton, Jr.

 Lewis
 H. Titterton, Jr.

 Director

 By:

 /s/
 Arnold Baskies

 Dr.
 Arnold Baskies

 Director

 By:

 /s/
 Emily Gottschalk

 Emily
 Gottschalk

 Director

 ANIXA

 OCTOBER
31, 2023

 Page

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 200)

 Consolidated
 Balance Sheets as of October 31, 2023 and 2022

 Consolidated
 Statements of Operations for the years ended October 31, 2023 and 2022

 Consolidated
 Statements of Equity for the years ended October 31, 2023 and 2022

 Consolidated
 Statements of Cash Flows for the years ended October 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 Additional
information required by schedules called for under Regulation S-X is either not applicable or is included in the consolidated financial
statements or notes thereto.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders

 Anixa
Biosciences, Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Anixa Biosciences, Inc. (the "Company") as of October 31, 2023
and 2022, and the related consolidated statements of operations, equity, and cash flows for each of the two years in the period ended
October 31, 2023, and the related notes (collectively, the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the consolidated financial position of the Company as of October 31, 2023
and 2022, and the consolidated results of its operations and its cash flows for each of the years in the two year period ended October
31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities Exchange Commission and
the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical
audit matter or on the accounts or disclosures to which it relates.

and Development Expenses – Refer to Note 2 of the Consolidated Financial Statements

 Critical
Audit Matter Description:

 The
Company recognizes research and development expenses as incurred. Advance payments for future research and development activities are
deferred and expensed as the services are performed. The Company recognizes its 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 the Company's 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, the Company allocates certain internal compensation costs to research and development expenses based on management's
estimates of each employee's time and effort expended.

 How
the Critical Matter was Addressed in the Audit:

 The
primary procedures we performed to address this critical audit matter included the following:

 We
 obtained an understanding, and evaluated the design and implementation, of controls relating
 to research and development costs, including controls over the review of third-party contracts,
 the process of gathering information from external and internal sources and management's
 review thereof, and the determination of prepaid positions, period-end accruals, and expense
 allocations.

 For
 the Company's significant third-party contracts, we performed the following procedures:

 We
 obtained and read related master service agreements, statements of work, or other supporting
 agreements with the research institution, CRO, or CMO.

 We
 performed corroborating inquiries with management personnel responsible for the oversight
 of the activities regarding the nature and status of work performed.

 We
 evaluated evidence of services provided by third parties including invoices regarding activities
 completed, and we inspected evidence supporting payments made by the Company.

 We
 compared the data and evidence obtained from internal and external sources to the amounts
 recorded by management and recalculated the related research and development expense and
 prepaid research and development expense.

 For
 the Company's internal compensation allocations, we performed the following procedures:

 We
 performed corroborating inquiries with management personnel responsible for the oversight
 of the activities regarding the nature of employee services performed.

 We
 evaluated the reasonableness of allocations estimated by management by comparisons with prior
 periods and evaluating the reasonableness of significant changes made by management.

 We
 obtained written representations from management regarding the appropriateness of allocation
 estimates.

 HASKELL
& WHITE LLP

 We
have served as the Company's auditor since 2013

 Irvine,
California

 F- 1

 ANIXA

 CONSOLIDATED
BALANCE SHEETS

 (in
thousands, except share and per share data)

 31,

 31,

 2023

 2022

 ASSETS

 Current assets:

 Cash and cash
 equivalents

 $

 $
 12,360

 Short–term investments

 22,929

 17,327

 Receivables

 Prepaid
 expenses and other current assets

 1,242

 Total current assets

 25,356

 30,200

 Operating lease right-of-use
 asset

 Total
 assets

 $
 25,522

 $
 30,412

 LIABILITIES AND
 EQUITY

 Current liabilities:

 Accounts payable

 $

 $

 Accrued expenses

 1,770

 1,726

 lease liability

 Total current liabilities

 2,028

 2,037

 Operating lease liability,
 non-current

 Total
 liabilities

 2,151

 2,212

 Commitments and contingencies (Note 6)

 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; 31,145,219 and
 30,913,902 shares
 issued and outstanding as of October 31, 2023 and 2022, respectively

 Additional paid-in capital

 252,222

 247,123

 Accumulated
 deficit

 ( 228,196
)

 ( 218,385
)

 Total shareholders'
 equity

 24,337

 29,047

 Noncontrolling
 interest (Note 2)

 ( 966
)

 ( 847
)

 Total
 equity

 23,371

 28,200

 Total
 liabilities and equity

 $
 25,522

 $
 30,412

 The
accompanying notes are an integral part of these statements.

 F- 2

 ANIXA

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 (in
thousands, except per share data)

 2023

 2022

 For
 the years ended October 31,

 2023

 2022

 $

 $
 -

 Operating costs and expenses:

 Inventor royalties, contingent
 legal fees, litigation and licensing expenses

 -

 Research and development
 expenses (including non-cash share based compensation expenses of $ 2,037
 and $ 3,635,
 respectively)

 4,769

 6,703

 General
 and administrative expenses (including non-cash share based compensation expenses of $ 2,698
 and $ 3,117,
 respectively)

 6,291

 7,172

 Total operating costs
 and expenses

 11,221

 13,875

 Loss from operations

 ( 11,011
)

 ( 13,875
)

 Interest income

 1,081

 Net loss

)

)

 Less: Net loss attributable
 to noncontrolling interest

 ( 119
)

 ( 176
)

 Net loss attributable
 to common stockholders

 $
 ( 9,811
)

 $
 ( 13,595
)

 Net loss per share:

 Basic
 and diluted

 $
 ( 0.32
)

 $
 ( 0.45
)

 Weighted average common shares outstanding:

 Basic
 and diluted

 30,980

 30,374

 The
accompanying notes are an integral part of these statements.

 F- 3

 ANIXA

 CONSOLIDATED
STATEMENTS OF EQUITY

 FOR
THE YEARS ENDED OCTOBER 31, 2023 AND 2022

 (in
thousands, except share data)

 Additional

 Total

 Non-

 Stock

 Paid-in

 Accumulated

 Shareholders'

 controlling

 Total

 Par
 Value

 Capital

 Deficit

 Equity

 Interest

 Equity

 BALANCE,
 October 31, 2021

 30,050,894

 $

 $
 239,927

 $
 ( 204,790
)

 $
 35,438

 $
 ( 671
)

 $
 34,767

 Stock
 option compensation to employees and directors

 -

 -

 6,000

 -

 6,000

 -

 6,000

 Stock
 options and warrants issued to consultants

 -

 -

 -

 -

 stock issued upon exercise of stock options and warrants

 827,619

 -

 -

 stock issued to consultants

 30,648

 -

 -

 -

 stock issued pursuant to employee stock purchase plan

 4,741

 -

 -

 -

 Net
 loss

 -

 -

 -

 ( 13,595
)

 ( 13,595
)

 ( 176
)

)

 BALANCE,
 October 31, 2022

 30,913,902

 $

 $
 247,123

 $
 ( 218,385
)

 $
 29,047

 $
 ( 847
)

 $
 28,200

 Balance

 30,913,902

 $

 $
 247,123

 $
 ( 218,385
)

 $
 29,047

 $
 ( 847
)

 $
 28,200

 Stock
 option compensation to employees and directors

 -

 -

 4,422

 -

 4,422

 -

 4,422

 Stock
 options issued to consultants

 -

 -

 -

 -

 stock issued upon exercise of stock options

 202,647

 -

 -

 stock issued to consultants

 24,310

 -

 -

 -

 stock issued pursuant to employee stock purchase plan

 4,360

 -

 -

 -

 Net
 loss

 -

 -

 -

 ( 9,811
)

 ( 9,811
)

 ( 119
)

)

 BALANCE,
 October 31, 2023

 31,145,219

 $

 $
 252,222

 $
 ( 228,196
)

 $
 24,337

 $
 ( 966
)

 $
 23,371

 Balance

 31,145,219

 $

 $
 252,222

 $
 ( 228,196
)

 $
 24,337

 $
 ( 966
)

 $
 23,371

 The
accompanying notes are an integral part of these statements.

 F- 4

 ANIXA

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 (in
thousands)

 2023

 2022

 For
 the years ended October 31,

 2023

 2022

 Cash flows from operating activities:

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

 Net loss

 $
)

 $
)

 Stock option compensation
 to employees and directors

 4,422

 6,000

 Stock options and warrants
 issued to consultants

 Common stock issued to
 consultants

 Amortization of operating
 lease right-of-use asset

 Change in operating assets
 and liabilities:

 Receivables

 ( 224
)

 ( 29
)

 Prepaid expenses and other
 current assets

 ( 775
)

 ( 208
)

 Accounts payable

 ( 59
)

 Accrued expenses

 lease liability

 ( 46
)

 ( 38
)

 Net
 cash used in operating activities

 ( 6,209
)

 ( 6,492
)

 Cash flows from investing activities:

 Disbursements to acquire
 short-term investments

 ( 44,411
)

 ( 22,486
)

 Proceeds
 from maturities of short-term investments

 38,809

 11,758

 Net
 cash used in investing activities

 ( 5,602
)

 ( 10,728
)

 Cash flows from financing activities:

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

 Proceeds
 from exercise of stock options and warrants

 Net
 cash provided by financing activities

 Net decrease in cash and cash equivalents

 ( 11,445
)

 ( 16,768
)

 Cash and cash equivalents
 at beginning of year

 12,360

 29,128

 Cash and cash equivalents
 at end of year

 $

 $
 12,360

 Supplemental cash flow information:

 Cash
 proceeds from interest income

 $

 $

 The
accompanying notes are an integral part of these statements.

 F- 5

 ANIXA

 NOTES

 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 vaccines and therapies that are focused on critical unmet needs in oncology.
Our vaccine programs include (i) the development 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 (ii) the development of a preventative vaccine against
ovarian cancer. Our therapeutics programs include (i) the development of a chimeric endocrine receptor T cell therapy, a novel form of
chimeric antigen receptor T cell ("CAR-T") technology, initially focused on treating ovarian cancer, which is being developed
at our subsidiary, Certainty Therapeutics, Inc. ("Certainty"), and (ii) until March 2023, the development of anti-viral drug
candidates for the treatment of COVID-19 focused on inhibiting certain protein functions of the virus.

 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 contracting breast
cancer, focused initially on TNBC. The focus of this vaccine is a specific protein, -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.

 In
October 2021, following the U.S. Food and Drug Administration's ("FDA") authorization to proceed, we commenced dosing
patients in a Phase 1 clinical trial of our breast cancer vaccine. This study, which is being 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 is being conducted
at Cleveland Clinic. The first segment of the study, Phase 1a, will consist of 18 to 24 patients who have completed treatment for early-stage,
triple-negative breast cancer within the past three years and are currently tumor-free but at high risk for recurrence. Studies show
that 42% of TNBC patients will have a recurrence of their cancer, with most of the recurrences occurring in the first two to three years
after standard of care treatment. During the course of the Phase 1a study, participants will receive three vaccinations, each two weeks
apart, and will be closely monitored for side effects and immune response. In January 2023, the number of participants in each dose cohort
was expanded, and as of August 2023, we had completed vaccinating all patients in these expanded cohorts. In December 2023, we presented
the immunological data collected to date at the San Antonio Breast Cancer Symposium. The data presented show that in the vaccinated women
who had been tested to date, various levels of antigen-specific T cell responses were observed at all dose levels. We have begun vaccinating
participants in up to three additional dose cohorts at dose levels higher than the currently determined MTD and lower than the highest
dose where we observed dose limiting toxicity. Further, we have commenced vaccination of participants in the second segment of the trial,
Phase 1b, that includes participants who have never had cancer, but carry certain genetic mutations such as BRCA1, BRCA2 or PALB2, that
indicate a greater risk of developing TNBC in the future, and have elected to have a prophylactic mastectomy. Finally, we are currently
enrolling participants in the third segment of the trial, Phase 1c, that includes post-operative TNBC patients that have residual disease
following neoadjuvant chemo-immunotherapy and are currently undergoing treatment with pembrolizumab (Keytruda).

 F- 6

 ANIXA

 NOTES

 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. 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 National Cancer Institute's
("NCI") 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 Investigational
New Drug ("IND") application 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 transfer of any rights of the
Company's assets.

 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 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 subject to dilution by further funding of Certainty's activities by the Company.
Due to such Company funding, Wistar's equity stake in Certainty was 4.6% as of October 31, 2023.

 Certainty,
in collaboration with the H. Lee Moffitt Cancer Center and Research Institute, Inc. ("Moffitt"), has begun human clinical
testing of the CAR-T technology licensed by Certainty from Wistar aimed initially at treating ovarian cancer. After receiving authorization
from the FDA, we commenced enrollment of patients in a Phase 1 clinical trial and treated the first patient in August 2022. Further,
in May 2023 and August 2023, we treated the second and third patients in the trial, respectively, at the same dose level as the first
patient, and the treatment appears to have been well-tolerated by all patients treated to date. We anticipate that we will begin enrolling
the successive patient cohort, that we expect to give a three-times higher dose of cells, in the first calendar quarter of 2024. This
study is a dose-escalation trial with two arms based on delivery 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, the rate of patient enrollment, and how long we maintain the two different delivery methods.

 F- 7

 ANIXA

 NOTES

 In
April 2020, we entered into a collaboration with OntoChem GmbH ("OntoChem") which was later assigned to MolGenie GmbH, a
company spun-out from OntoChem focused on drug discovery and development, to discover and ultimately develop anti-viral drug candidates
against COVID-19. Through this collaboration, we identified compounds that appeared to be effective in disrupting the main protease of
SARS-CoV-2, the virus that causes the disease COVID-19. While our compounds have shown promise as an effective treatment, results of
animal studies indicate that there is not sufficient oral bioavailability, and it is unclear whether an orally delivered treatment may
be developed. We do not currently believe that there is a viable market for an injectable treatment given the current oral treatments
available. Furthermore, we believe the needed additional investment in research for alternative delivery methods would divert resources
from more promising projects. Therefore, in March 2023, we decided to pause further development of our COVID-19 therapeutic. We continue
to prosecute our U.S. patent applications of this technology and may decide to restart development at some time in the future.

 Over
the next several quarters, we expect the development of our vaccines and therapeutics 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 (during the year ended October 31, 2023, we derived approximately $ 210,000
 of revenue from these activities). We have not
generated any revenue to date from our vaccine or therapeutics programs. In addition, while we pursue our vaccine and therapeutics programs,
we may also make investments in and form new companies to develop additional emerging technologies. We do not expect to begin generating
revenue with respect to any of our current vaccine or therapy programs in the near term. We hope to achieve a profitable outcome by eventually
licensing our technologies to large pharmaceutical companies that have the resources and infrastructure in place to manufacture, market
and sell our technologies as vaccines or therapeutics. The eventual licensing of any of our technologies may take several years, if it
is to occur at all, and may depend on positive results from human clinical trials.

 Funding
and Management's Plans

 Based
on currently available information as of January 16, 2024, 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. Under our at-the-market equity program which is currently effective and may remain available for us to
use in the future, as of October 31, 2023, we may sell up to $ 100
 million of common stock. We did not sell any
shares under our at-the-market equity program during the fiscal year ended October 31, 2023. We may seek to obtain working capital during
our fiscal year 2024 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.

 F- 8

 ANIXA

 NOTES

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
consolidated financial statements include the accounts of Anixa Biosciences, Inc. and its wholly and majority owned subsidiaries. All
intercompany transactions have been eliminated.

 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 two years ended October 31, 2023 (in thousands):

OF CHANGES IN NONCONTROLLING INTEREST

 Balance October 31, 2021

 $
 ( 671
)

 Net loss attributable
 to noncontrolling interest

 ( 176
)

 Balance October 31, 2022

 ( 847
)

 Net loss attributable
 to noncontrolling interest

 ( 119
)

 Balance October 31,
 2023

 $
 ( 966
)

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.

 F- 9

 ANIXA

 NOTES

 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 consolidated statements of operations.

and Development Expenses

and development expenses consist primarily of payments to third parties for research and development activities, including expenses related
to clinical trials, employee compensation, 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.

 Fair
Value Measurements

 Accounting
Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures ("ASC 820"), defines fair value,
establishes a framework for measuring fair value under U.S. generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. In accordance with ASC 820, 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 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.

 F- 10

 ANIXA

 NOTES

 The
following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2023 (in
thousands):

OF FAIR VALUE MEASUREMENTS

 Level

 Level

 Level

 Total

 Money market funds:

 Cash equivalents

 $

 $
 -

 $
 -

 $

 Certificates of deposit:

 Short term investments

 -

 -

 U. S. treasury bills:

 Short
 term investments

 -

 22,209

 -

 22,209

 Total financial assets

 $

 $
 22,929

 $
 -

 $
 23,707

 The
following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2022 (in
thousands):

 Level

 Level

 Level

 Total

 Money market funds:

 Cash equivalents

 $
 11,175

 $
 -

 $
 -

 $
 11,175

 Certificates of deposit:

 Cash equivalents

 1,000

 1,000

 Short term investments

 -

 13,700

 -

 13,700

 U. S. treasury bills:

 Short
 term investments

 -

 3,627

 -

 3,627

 Total financial assets

 $
 11,175

 $
 18,327

 $
 -

 $
 29,502

 Our
non-financial assets that are measured 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.

 Cash
Equivalents

 Cash
equivalents consist of highly liquid, short-term investments with original maturities of three months or less when purchased.

 Short-term
Investments

 At
October 31, 2023 and 2022, we had certificates of deposit and United States treasury bills with maturities greater than 90 days and less
than 12 months when acquired of approximately $ 22,929,000
 and $ 17,327,000,
respectively, that were classified as short-term investments and reported at fair value.

 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.

 F- 11

 ANIXA

 NOTES

 Share-Based
Compensation

 We
maintain equity incentive plans under which we 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
("ASC 718"). 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
$ 4,422,000
 and $ 3,463,000,
during the years ended October 31, 2023 and 2022, respectively. Included in stock-based compensation cost for service-based options granted
to employees and directors during the years ended October 31, 2023 and 2022 was approximately $ 3,023,000
 and $ 2,788,000,
respectively, related to the amortization of compensation cost for stock options granted in prior periods but not yet vested. As of October
31, 2023, there was unrecognized compensation cost related to non-vested service-based stock options granted to employees and directors
of approximately $ 5,194,000,
which will be recognized over a weighted-average period of 1.7
 years.

 For
stock options that vest based on market conditions, such as the 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 expense over the implied
service period (median time to vest). On June 1, 2021, our Chairman, then-President and Chief Executive Officer and our 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. The assumptions used in the Monte Carlo Simulation for the June 1, 2021 grants were stock price on date of grant and
exercise price of $ 4.02,
contract term of 10
 years, expected volatility of 75 %
and risk-free interest rate of 1.62 %.
As of October 31, 2023, 500,000
 options and 25,000
 options granted to our Chairman, then-President
and Chief Executive Officer and our Chief Operating Officer and Chief Financial Officer, respectively, have vested.

the year ended October 31, 2023, we recorded no
 stock-based compensation expense related to market
condition stock options granted to employees. We recorded stock-based compensation expense related to market condition stock options
granted to employees of approximately $ 2,537,000
 during the year ended October 31, 2022, which
amount represented expense related to the amortization of compensation cost for stock options granted during the year ended October 31,
2021. As of October 31, 2023, there was no
 unrecognized compensation cost related to market
condition stock options granted to employees.

 We
recorded consulting expense, related to service-based stock options granted to consultants, during the years ended October 31, 2023 and
2022 of approximately $ 221,000
 and $ 434,000,
respectively. Included in stock-based consulting expense for the years ended October 31, 2023 and 2022 was approximately $ 209,000
 and $ 434,000,
respectively, related to compensation cost for stock options granted in prior periods but not yet vested. As of October 31, 2023, there
was unrecognized consulting expense related to non-vested service-based stock options granted to consultants of approximately $ 281,000,
which will be recognized over a weighted-average period of 2.5
 years.

 F- 12

 ANIXA

 NOTES

 Fair
Value Determination

 We
use the Black-Scholes pricing model in estimating the fair value of stock options granted to employees, directors and consultants which
vest over a specific period of time. The stock options we granted during each of the years ended October 31, 2023 and 2022 consisted
of awards with 5 -year
and 10 -year
terms that vest over 12
 to 36
 months.

 The
following weighted average assumptions were used in estimating the fair value of stock options granted during the years ended October
31, 2023 and 2022:

OF WEIGHTED AVERAGE ASSUMPTIONS USED IN ESTIMATING FAIR VALUE OF STOCK OPTIONS

 For
 the Year Ended October 31,

 2023

 2022

 Weighted average fair value at
 grant date

 $
 3.29

 $
 2.18

 Valuation assumptions:

 Expected life (years)

 5.47

 5.76

 Expected volatility

 100.27
 %

 102.72
 %

 Risk-free interest rate

 3.87
 %

 1.99
 %

 Expected dividend yield

 %

 %

 The
expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. For employees
and directors, 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 operations. 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 options. 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 cash dividends and our expectation
not to pay dividends in the future.

 Under
ASC 718, the amount of stock-based compensation expense recognized is based on the portion of the awards that are ultimately expected
to vest. Accordingly, if deemed necessary, we reduce the fair value of the stock option awards for expected forfeitures, which are forfeitures
of the unvested portion of surrendered options. Based on our historical experience and future expectations, we have not reduced the amount
of stock-based compensation expenses for anticipated forfeitures.

 We
will reconsider use of the Black-Scholes pricing model 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 the application of ASC 718 in future periods,
the compensation expense that we record under ASC 718 may differ significantly from what we have recorded in the current period.

 F- 13

 ANIXA

 NOTES

 Warrants

 For
warrants granted to consultants for services rendered, we estimate the fair value using the Black-Scholes pricing model on the date of
grant. During the years ended October 31, 2023 and 2022 we recorded consulting expense, based on the fair value, of $ 0
 and approximately $ 221,000,
respectively, for warrants granted to consultants.

 Net
Loss Per Share of Common Stock

 In
accordance with ASC 260, Earnings Per Share, 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 years 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 years ended October 31,
2023 and 2022 were options to purchase 11,430,000
 shares and 10,318,872
 shares, respectively, and warrants to purchase
 300,000
 shares and 300,000
 shares, respectively.

 Use
of Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Estimates and assumptions are used for, but not limited to, determining stock-based compensation, asset impairment evaluations,
tax assets and liabilities, license fee revenue, the allowance for doubtful accounts, depreciation lives and other contingencies. Actual
results could differ from those estimates.

 F- 14

 ANIXA

 NOTES

 Effect
of Recently Issued Pronouncements

 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 use the "if-converted" method when calculating diluted earnings per share for convertible
instruments. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods
within those fiscal years. The adoption of this standard did not have a material impact on our consolidated financial statements and
related disclosures.

 In
May 2021, the FASB issued Accounting Standards Update 2021-04 ("ASU 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") that does not cause the option to become liability-classified
as an exchange of the original option for a new option. This guidance applies whether the modification is structured as an amendment
to the terms and conditions of the option or as termination of the original option and issuance of a new option. The amendments in this
update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption
of this standard did not have a material impact on our consolidated financial statements and related disclosures.

 In
October 2021, the FASB issued Accounting Standards Update 2021-08 ("ASU 2021-08"), Business Combinations (Topic 805): Accounting
for Contract Assets and Contract Liabilities from Contracts with Customers, to require that 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 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 are effective for fiscal years beginning after December
15, 2022, including interim periods within those fiscal years. We do not expect the adoption of this standard to have a material impact
on our consolidated financial statements and related disclosures.

 Concentration
of Credit Risks

 Financial
instruments that potentially subject us to concentrations of credit risk are cash equivalents, short-term investments and accounts receivable.
Cash equivalents are primarily highly rated money market funds. Short-term investments are certificates of deposit within federally insured
limits as well as U.S. treasury bills. Where applicable, management reviews our accounts receivable and other receivables for potential
doubtful accounts and maintains an allowance for estimated uncollectible amounts. Our policy is to write-off uncollectable amounts at
the time it is determined that collection will not occur. One licensee accounted for 100% of revenues from patent licensing activities
during fiscal year 2023.

 3.
 ACCRUED EXPENSES

 Accrued
liabilities consist of the following as of:

OF ACCRUED EXPENSES

 2023

 2022

 31,

 2023

 2022

 Payroll and related expenses

 $
 1,114

 $
 1,144

 Accrued royalty and contingent legal fees

 Accrued other

 Accrued
 expenses

 $
 1,770

 $
 1,726

 F- 15

 ANIXA

 NOTES

 4.
 SHAREHOLDERS' EQUITY

 Stock
Option Plans

the year ended October 31, 2023, we had two stock option plans: the Anixa Biosciences, Inc. 2010 Share Incentive Plan (the "2010
Share Plan") and the Anixa Biosciences, Inc. 2018 Share Incentive Plan (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. In accordance with the provisions of the 2010 Share Plan, the plan terminated with respect to the grant of future securities
on July 14, 2020.

the years ended October 31, 2023 and 2022, stock options to purchase 157,761
 and 387,739
 shares of common stock, respectively, were exercised
on a cash basis, with aggregate proceeds of approximately $ 353,000
 and $ 439,000,
respectively. During the years ended October 31, 2023 and 2022, stock options to purchase 161,111
 shares of common stock, of which 116,225
 shares were withheld, and 1,488,881
 shares of common stock, of which 1,083,517
 shares were withheld, were exercised on a cashless
basis, respectively.

 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. On the first business day of each calendar year the aggregate number of shares available
for future issuance was replenished such that 800,000
 shares were available. The exercise price with
respect to all of the options granted under the 2010 Share Plan was equal to the fair market value of the underlying common stock at
the grant date. Information regarding the 2010 Share Plan for the two years ended October 31, 2023 is as follows:

OF OPTION ACTIVITY

 Exercise Price

 Per Share

 Aggregate
 Intrinsic Value

 Options Outstanding at October
 31, 2021

 1,718,634

 $
 2.82

 ( 212,000
)

 $
 2.68

 Expired

 ( 5,134
)

 $
 3.63

 Options Outstanding at October 31, 2022

 1,501,500

 $
 2.83

 ( 312,500
)

 $
 2.41

 Options Outstanding
 and Exercisable at October 31, 2023

 1,189,000

 $
 2.94

 $
 770,800

 The
following table summarizes information about stock options outstanding under the 2010 Share Plan as of October 31, 2023:

OF OUTSTANDING AND EXERCISABLE

 Range
 of Exercise Prices

 Outstanding
 and
 Exercisable

 Remaining
 Contractual
 Life
 (in
 years)

 Price

 $ 0.67
 - $ 2.27

 366,000

 3.59

 $
 1.27

 $ 2.58
 - $ 3.13

 314,000

 2.21

 $
 2.91

 $ 3.46
 - $ 5.30

 509,000

 4.54

 $
 4.17

 F- 16

 ANIXA

 NOTES

 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. On the first business day of each calendar year the maximum
aggregate number of shares available for future issuance is replenished such that 2,000,000
 shares are available. The exercise price with
respect to all of the options granted under the 2018 Share Plan was equal to the fair market value of the underlying common stock at
the grant date. As of October 31, 2023, the 2018 Share Plan had 750,000
 shares available for future grants. Information
regarding the 2018 Share Plan for the two years ended October 31, 2023 is as follows:

OF OPTION ACTIVITY

 Exercise Price

 Per Share

 Aggregate
 Intrinsic Value

 Options Outstanding at October
 31, 2021

 7,409,992

 $
 3.76

 Granted

 1,430,000

 $
 2.74

 ( 22,620
)

 $
 3.15

 Options Outstanding at October 31, 2022

 8,817,372

 $
 3.60

 Granted

 1,640,000

 $
 3.97

 ( 6,372
)

 $
 2.89

 Forfeited/Expired

 ( 210,000
)

 $
 5.10

 Options Outstanding
 at October 31, 2023

 10,241,000

 $
 3.67

 $
 1,112,030

 Options Exercisable
 at October 31, 2023

 6,721,970

 $
 3.50

 $
 884,783

 The
following table summarizes information about stock options outstanding under the 2018 Share Plan as of October 31, 2023:

OF OUTSTANDING AND EXERCISABLE

 Options
 Outstanding

 Options
 Exercisable

 Range
 of
 Prices

 Outstanding

 Remaining
 Contractual
 Life
 (in
 years)

 Price

 Exercisable

 Remaining
 Contractual
 Life
 (in
 years)

 Price

 $ 2.09
 - $ 3.87

 5,476,000

 6.50

 $
 3.24

 4,828,361

 6.22

 $
 3.29

 $ 3.96
 - $ 5.30

 4,765,000

 7.70

 $
 4.16

 1,893,609

 7.20

 $
 4.02

 Non-Plan
Options

 In
addition to options granted under stock option plans, during the years ended October 31, 2012 and 2013, the Board of Directors approved
the grant of stock options to certain employees and directors (the "Non-Plan Options").

 F- 17

 ANIXA

 NOTES

regarding the Non-Plan Options for the two years ended October 31, 2023 is as follows:

OF OPTION ACTIVITY

 Exercise Price

 Per Share

 Options Outstanding October 31,
 2021

 1,642,000

 $
 2.58

 ( 1,642,000
)

 $
 2.58

 Options Outstanding
 and Exercisable at October 31, 2022

 -

 Employee
Stock Purchase Plan

 The
Company maintains the Anixa Biosciences, Inc. Employee Stock Purchase Plan 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 years ended October 31, 2023 and 2022, employees purchased 4,360
 and 4,741
 shares, respectively, with aggregate proceeds
of approximately $ 13,000
 and $ 13,000,
respectively.

Stock Purchase Warrants

 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 $ 221,000
 during the year ended October 31, 2022, based
on the fair value of the warrant recognized on a straight-line basis over the vesting period. The warrant terminated in May 2022 upon
termination of the consulting agreement.

 In
connection with a public offering in March 2021, we issued to certain designees of the underwriter, as compensation, warrants to purchase
 300,000
 shares of common stock at $ 6.5625
 per share, expiring on March
22, 2026.

regarding the Company's warrants for the two years ended October 31, 2023 is as follows:

OF WARRANTS ACTIVITY

 Exercise Price

 Per Share

 Aggregate

Intrinsic
Value

 Warrants Outstanding at October
 31, 2021

 860,000

 $
 5.36

 Issued

 60,000

 $
 4.77

 ( 60,000
)

 $
 2.06

 Expired

 ( 560,000
)

 $
 4.71

 Warrants Outstanding
 and Exercisable at October 31, 2022 and October 31, 2023

 300,000

 $
 6.56

 $

 The
following table summarizes information about the Company's outstanding and exercisable warrants as of October 31, 2023:

OF OUTSTANDING AND EXERCISABLE

 Price

 Outstanding
 and
 Exercisable

 Remaining
 Contractual
 Life
 (in
 years)

 Price

 $
 6.56

 300,000

 2.39

 $
 6.56

 F- 18

 ANIXA

 NOTES

 5.
 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, 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 lease, as amended, resulted in a right-of-use asset and lease
liability of approximately $ 260,000
 with a discount rate of 10 %.
Rent expense was approximately $ 66,000 for
each of the years ended October 31, 2023 and 2022.

 For
operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The remaining
 35 -month
lease term as of October 31, 2023 for the Company's lease includes the noncancelable period of the lease and the additional two-year
option period that the Company believes it is reasonably certain to exercise. All right-of-use assets are reviewed for impairment when
indications of impairment are present.

 As
of October 31, 2023, the annual minimum lease payments of our operating lease liability were as follows (in thousands):

OF MINIMUM LEASE PAYMENTS

 For Years Ending October 31,

 Leases

 2024

 $

 2025

 2026

 Total future minimum lease
 payments, undiscounted

 Less: Imputed interest

 Present
 value of future minimum lease payments

 $

 6.
 COMMITMENTS AND CONTINGENCIES

 Litigation
Matters

 Other
than lawsuits we bring to enforce our patent rights, we are not involved in any litigation or other legal proceedings and management
is not 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 October 31, 2023, our commitments under the license agreements with Wistar and Cleveland Clinic for the year ending October 31, 2024
were approximately $ 70,000.

& Development Agreements

 We
have entered into certain research and development agreements with various third-party vendors related to the manufacturing of materials
necessary for the expected Phase 2 clinical trial of our breast cancer vaccine. As of October 31, 2023, future payments the Company may
make under these agreements may be approximately $ 3.5 million and such payments may be made over up to a five-year period.

 7.
 INCOME TAXES

 Income
tax provision (benefit) consists of the following:

OF INCOME TAX PROVISION (BENEFIT)

 Year
 Ended October 31,

 2023

 2022

 Federal:

 Current

 $
 -

 $
 -

 Deferred

 ( 1,739,000
)

 ( 1,021,000
)

 State:

 Current

 -

 -

 Deferred

 ( 583,000
)

 ( 350,000
)

 Adjustment to valuation
 allowance related to net deferred tax assets

 1,322,000

 1,371,000

 Total

 $
 -

 $
 -

 F- 19

 ANIXA

 NOTES

 The
tax effects of temporary differences that give rise to significant portions of the deferred tax asset, net, at October 31, 2023 and 2022,
are as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

 31,

 2023

 2022

 Long-term deferred tax assets:

 Federal and
 state NOL and tax credit carryforwards

 $
 26,532,000

 $
 22,196,000

 Deferred compensation

 7,752,000

 6,851,000

 Intangibles

 218,000

 274,000

 Other

 -

 281,000

 Subtotal

 34,502,000

 29,602,000

 Less: valuation allowance

 ( 34,502,000
)

 ( 29,602,000
)

 Deferred
 tax asset, net

 $
 -

 $
 -

 As
of October 31, 2023, we had Federal tax net operating loss and tax credit carryforwards of approximately $ 95,752,000
 and $ 1,870,000,
respectively. At the federal level, businesses can carry forward their net operating losses indefinitely, but the deductions are limited
to 80 percent of taxable income. Prior to the Tax Cuts and Jobs Act (TCJA) of 2017, businesses could carry losses forward for 20 years
(without a deductibility limit). If the tax benefits relating to deductions of option holders' income are ultimately realized,
those benefits will be credited directly to additional paid-in capital. Certain changes in stock ownership can result in a limitation
on the amount of net operating loss and tax credit carryovers that can be utilized each year. As of October 31, 2023, management has
not determined the extent of any such limitations, if any.

 We
had California tax net operating loss carryforwards of approximately $ 51,065,000
 as of October 31, 2023, available within statutory
limits ( expiring
at various dates between 2024 and 2043), to offset
future corporate taxable income and taxes payable, if any, under certain computations of such taxes.

 We
have provided a 100 %
 valuation allowance against our deferred tax
asset due to our current and historical pre-tax losses and the uncertainty regarding their realizability. The primary differences from
the Federal statutory rate of 21 %
and the effective rate of 0 %
is attributable to expiring net operating losses and a change in the valuation allowance. The following is a reconciliation of income
taxes at the Federal statutory tax rate to income tax expense (benefit):

OF RECONCILIATION OF INCOME TAXES

 Year
 Ended October 31,

 2023

 2022

 Income tax benefit at U.S. Federal
 statutory income tax rate

 ( 2,085,000
)

 ( 21.00
)%

 $
 ( 2,892,000
)

 ( 21.00
)%

 State income taxes

 ( 693,000
)

 ( 6.98
)%

 ( 962,000
)

 ( 6.98
)%

 Permanent differences

 20,000

 0.20
 %

 14,000

 0.10
 %

 Expiring net operating losses, credits and
 other

 1,436,000

 14.46
 %

 2,469,000

 17.93
 %

 Change in valuation
 allowance

 1,322,000

 13.32
 %

 1,371,000

 9.95
 %

 Income
 tax provision

 $
 -

 0.00
 %

 $
 -

 0.00
 %

 F- 20

 ANIXA

 NOTES

the two fiscal years ended October 31, 2023, we incurred no Federal and no State income taxes. We have no
 unrecognized tax benefits as of October 31, 2023
and 2022 and we account for interest and penalties related to income tax matters in general and administrative expenses. Tax years to
which our net operating losses relate remain open to examination by Federal and California authorities to the extent which the net operating
losses have yet to be utilized.

 8.
 SEGMENT INFORMATION

 We
follow the accounting guidance of ASC 280, Segment Reporting ("ASC 280"). Reportable operating segments are determined based
on the management approach. The management approach, as defined by ASC 280, is based on the way that the chief operating decision-maker
organizes the segments within an enterprise for making operating decisions and assessing performance. While our results of operations
are primarily reviewed on a consolidated basis, the chief operating decision-maker manages the enterprise in four
 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 years ended October 31, 2023 and 2022:

OF SEGMENT INFORMATION

 Year
 Ended October 31,

 2023

 2022

 Net income (loss):

 CAR-T Therapeutics

 $
 ( 3,879
)

 $
 ( 5,776
)

 Cancer Vaccines

 ( 5,111
)

 ( 4,889
)

 Anti-Viral Therapeutics

 ( 945
)

 ( 3,075
)

 Other

 ( 31
)

 Total

 $
)

 $
)

 Net
 income (loss)

 $
)

 $
)

 Total operating costs and expenses

 $
 11,221

 $
 13,875

 Less non-cash share-based
 compensation

 ( 4,735
)

 ( 6,655
)

 costs and expenses excluding non-cash share-based compensation

 $
 6,486

 $
 7,220

 Operating costs and expenses excluding non-cash
 share based compensation:

 CAR-T Therapeutics

 $
 2,467

 $
 3,206

 Cancer Vaccines

 3,265

 2,355

 Anti-Viral Therapeutics

 1,634

 Other

 Total

 $
 6,486

 $
 7,220

 costs and expenses excluding non-cash share based compensation

 $
 6,486

 $
 7,220

 31,

 2023

 2022

 Total assets:

 CAR-T Therapeutics

 $
 7,523

 $
 16,921

 Cancer Vaccines

 17,215

 9,442

 Anti-Viral Therapeutics

 3,811

 Other

 Total

 $
 25,522

 $
 30,412

 Total assets

 $
 25,522

 $
 30,412

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

 The
Company's consolidated revenue of $ 210,000 and inventor royalties, contingent legal fees, litigation and
licensing expense of $ 161,000,
for the year ended October 31, 2023 were solely related to our other segment. All our revenue is generated domestically (United States)
based on the country in which the licensee is located.

 F- 21