Annual report pursuant to Section 13 and 15(d)

SHAREHOLDERS??? EQUITY

v3.21.4
SHAREHOLDERS’ EQUITY
12 Months Ended
Oct. 31, 2021
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

5.       SHAREHOLDERS’ EQUITY

 

Stock Option Plans

 

During the year ended October 31, 2021, 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. Further, we had an additional stock option plan, the Anixa Biosciences, Inc. 2003 Share Incentive Plan (the “2003 Share Plan”), under which all outstanding options expired during the year ended October 31, 2020.

 

During the years ended October 31, 2021 and 2020, stock options to purchase 207,697 shares, net of 60,691 shares withheld on cashless exercises, and 51,100 shares of common stock, respectively, were exercised with aggregate proceeds of approximately $434,000 and $122,000, respectively.

 

2003 Share Plan

 

The 2003 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. The exercise price with respect to all of the options granted under the 2003 Share Plan since its inception was equal to the fair market value of the underlying common stock at the grant date. In accordance with the provisions of the 2003 Share Plan, the plan terminated with respect to the grant of future options on April 21, 2013. Information regarding the 2003 Share Plan for the year ended October 31, 2020 is as follows:

 

   


Shares

   

Weighted
Average Exercise
Price Per Share

 
             
Options Outstanding at October 31, 2019     400     $ 17.00  
Expired     (400 )   $ 17.00  

Options Outstanding and Exercisable at October 31, 2020

    -          

 

 

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

2010 Share Plan

 

The 2010 Share Plan provides 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 is replenished such that 800,000 shares are 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. In accordance with the provisions of the 2010 Share Plan, the plan terminated with respect to the grant of future options on July 14, 2020. Information regarding the 2010 Share Plan for the two years ended October 31, 2021 is as follows:

 

   


Shares

   

Weighted
Average Exercise
Price Per Share

   

Aggregate Intrinsic Value

 
                   
Options Outstanding at October 31, 2019     1,998,668     $ 2.80          
Exercised     (51,100 )   $ 2.39          
Forfeited     (40,034 )   $ 3.34          
Options Outstanding at October 31, 2020     1,907,534     $ 2.82          
Exercised     (178,500 )   $ 2.75          
Expired     (10,400 )   $ 4.57          

Options Outstanding and Exercisable at October 31, 2021

    1,718,634     $ 2.82     $ 4,839,591  

 

The following table summarizes information about stock options outstanding under the 2010 Share Plan as of October 31, 2021:

 

Range of
Exercise Prices
   

Number
Outstanding
and

Exercisable

   

Weighted Average
Remaining
Contractual Life

(in years)

    Weighted
Average
Exercise
Price
 
$0.67 - $2.30       527,500       4.55     $ 1.54  
$2.58 - $3.13       677,000       2.79     $ 2.79  
$3.46 - $5.30       514,134       6.49     $ 4.16  

 

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, 2021, the 2018 Share Plan had 1,147,937 shares available for future grants. Information regarding the 2018 Share Plan for the two years ended October 31, 2021 is as follows:

 

   


Shares

   

Weighted
Average Exercise
Price Per Share

   

Aggregate
Intrinsic
Value

 
                   
Options Outstanding at October 31, 2019     3,935,000     $ 3.74          
Granted     1,045,000     $ 3.56          
Forfeited     (633,339 )   $ 3.83          
Options Outstanding at October 31, 2020     4,346,661     $ 3.69          
Granted     4,490,000     $ 3.82          
Exercised     (33,888 )   $ 3.81          
Expired     (1,392,781 )   $ 3.70          
Options Outstanding at October 31, 2021     7,409,992     $ 3.76     $ 27,893,269  
Options Exercisable at October 31, 2021     3,718,334     $ 3.69     $ 13,715,371  

 

 

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following table summarizes information about stock options outstanding under the 2018 Share Plan as of October 31, 2021:

 

     

Options Outstanding

   

Options Exercisable

 
Range of
Exercise Prices
    Number
Outstanding
   

Weighted
Average
Remaining
Contractual Life

(in years)

    Weighted
Average
Exercise Price
    Number
Exercisable
   

Weighted
Average
Remaining
Contractual Life

(in years)

    Weighted
Average
Exercise Price
 
$ 2.09 - $3.87       3,939,992     7.69     $ 3.42       2,872,223     7.27     $ 3.55  
$ 3.96 - $5.30       3,470,000     8.98     $ 4.16       846,111     8.23     $ 4.16  

 

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”).

 

Information regarding the Non-Plan Options for the two years ended October 31, 2021 is as follows:

 

    Shares     Weighted
Average Exercise
Price Per Share
    Aggregate
Intrinsic
Value
 

Options Outstanding at October 31, 2019 and 2020

    1,698,000     $ 2.58          
 Exercised     (56,000 )   $ 2.58          

Options Outstanding and Exercisable at October 31, 2021

    1,642,000     $ 2.58     $ 3,604,190  

 

The following table summarizes information about outstanding and exercisable Non-Plan Options as of October 31, 2021:

 

Range of
Exercise Prices
   

Number
Outstanding
and

Exercisable

   

Weighted Average
Remaining
Contractual Life

(in years)

    Weighted
Average
Exercise
Price
 
$ 2.58       1,642,000       0.82     $ 2.58  

 

 

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

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, 2021 and 2020, employees purchased 2,377 and 11,536 shares, respectively, with aggregate proceeds of approximately $6,000 and $18,000, respectively.

 

Common Stock Purchase Warrants

 

On November 1, 2019 an outstanding warrant, expiring on November 1, 2023, to purchase 25,000 shares of common stock at $4.04 per share, was exchanged for a stock option with the same terms as the warrant.

 

On October 30, 2020 we issued a warrant, expiring on October 30, 2025, to purchase 60,000 shares of common stock at $2.06 per share, vesting over five months, to a consultant for investor relations services. We recorded consulting expense of approximately $96,000 during the year ended October 31, 2021, based on the fair value of the warrant recognized on a straight-line basis over the vesting period.

 

As discussed in Note 3, in connection with the March 25, 2021 public offering, 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.

 

Information regarding the Company’s warrants for the two years ended October 31, 2021 is as follows:

 

    Shares     Weighted
Average Exercise
Price Per Share
    Aggregate Intrinsic Value  
                   
Warrants Outstanding at October 31, 2019     525,000     $ 4.98          
Issued     60,000     $ 2.06          
Exchanged     (25,000 )   $ 4.04          
Warrants Outstanding at October 31, 2020     560,000     $ 4.71          
Issued     300,000     $ 6.56          

Warrants Outstanding and Exercisable at October 31, 2021

    860,000     $ 5.36     $ 162,600  

 

 

ANIXA BIOSCIENCES, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following table summarizes information about the Company’s outstanding and exercisable warrants as of October 31, 2021:

 

Range of
Exercise Prices
   

Number
Outstanding
and

Exercisable

   

Weighted Average
Remaining
Contractual Life

(in years)

    Weighted
Average
Exercise
Price
 
$ 2.06 - $6.56       860,000       1.83     $ 5.36  

 

ZQX Advisors, LLC

 

ZQX Advisors, LLC (“ZQX”) was an inactive joint venture in which we held a 19.5% interest, and which was dissolved during fiscal year 2021. The only assets of ZQX were shares of our common stock which were sold during fiscal year 2021, for which we received proceeds of approximately $6,000.