5.         SHAREHOLDERS’ EQUITY         

Stock Option Plans

As of October 31, 2018, we have three stock option plans: the Anixa Biosciences, Inc. 2003 Share Incentive Plan (the “2003 Share Plan”), 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 April 21, 2003, July 14, 2010 and January 25, 2018, respectively.  The 2018 Share Plan was approved by our shareholders on March 29, 2018

During the years ended October 31, 2018 and 2017, stock options to purchase 76,178 and 50,200 shares of common stock, respectively, were exercised with aggregate proceeds of approximately $58,000 and $7,000, respectively.  Under certain circumstances, stock options may be exercised on a cashless basis.  During the years ended October 31, 2018 and 2017, 9,459 and 9,980 shares of common stock, respectively, were withheld in connection with cashless exercises of stock options.

          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 two years ended October 31, 2018 is as follows:

			Weighted Average Exercise  Price Per Share
						Aggregate  Intrinsic Value
	Shares
Options Outstanding at October 31, 2016	225,600			$ 18.69
Exercised	(5,800)			$   1.39
Forfeited	(189,200)			$ 21.55
Options Outstanding at October 31, 2017	30,600			$   3.16
Exercised	(10,600)			$   0.67
Forfeited	(8,000)			$   7.04
Options Outstanding and Exercisable at     October 31, 2018	12,000			$   2.77			$  20,530

The following table summarizes information about stock options outstanding and exercisable under the 2003 Share Plan as of October 31, 2018:

				Weighted Average Remaining Contractual Life (in years)
						Weighted Average Exercise Price
Range of Exercise Prices		Number Outstanding
$0.67 -  $17.50		12,000		0.74		$ 2.77

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 maximum 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.  As of October 31, 2018, the 2010 Share Plan had 291,394 shares available for future grants.  Information regarding the 2010 Share Plan as of October 31, 2018 is as follows:

			Weighted Average Exercise  Price Per Share
						Aggregate  Intrinsic  Value
	Shares
Options Outstanding at October 31, 2016	1,080,872			$  3.12
Granted	682,000			$  2.03
Exercised	(44,400)			$  0.67
Forfeited	(81,226)			$  6.20
Options Outstanding at October 31, 2017	1,637,246			$  1.50
Granted	610,000			$  3.68
Exercised	(65,578)			$  1.33
Forfeited	(49,800)			$  2.15
Options Outstanding at October 31, 2018	2,131,868			$  2.11			$  4,366,005
Options Exercisable at October 31, 2018	1,421,037			$  1.77			$  3,324,421

The following table summarizes information about stock options outstanding under the 2010 Share Plan as of October 31, 2018:

	Options Outstanding				Options Exercisable
		Weighted Average Remaining Contractual Life (in years)
						Weighted Average Remaining Contractual Life (in years)
			Weighted Average Exercise Price				Weighted Average Exercise Price
Range of Exercise Prices	Number Outstanding				Number Exercisable
$0.67	938,000	6.69	$0.67		700,919	6.08	$0.67
$2.27 - $3.01	707,134	4.23	$2.61		632,134	4.58	$2.57
$3.46 - $7.00	486,734	8.89	$4.16		87,984	4.75	$4.76

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, 2018, the 2018 Share Plan had 18,000 shares available for future grants.   Information regarding the 2018 Share Plan as of October 31, 2018 is as follows:

			Weighted Average Exercise Price Per Share				Aggregate Intrinsic Value
	Shares
Options Outstanding at October 31, 2017	-
Granted	3,482,000			$ 3.65
Options Outstanding at October 31, 2018	3,482,000			$ 3.73			$ 1,152,620
Options Exercisable at October 31, 2018	828,611			$ 3.71			$    280,991

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

	Options Outstanding				Options Exercisable
		Weighted Average Remaining Contractual Life (in years)
						Weighted Average Remaining Contractual Life (in years)
			Weighted Average Exercise Price				Weighted Average Exercise Price
Range of Exercise Prices	Number Outstanding				Number Exercisable
$ 3.70 - $4.61	3,482,000	9.52	$3.73		828,611	9.52	$3.71

In addition to options granted under the 2003 Share Plan, the 2010 Share Plan and the 2018 Share Plan, during the years ended October 31, 2012 and 2013, the Board of Directors approved the grant of stock options to purchase 1,660,000 shares and 120,000 shares, respectively.

Information regarding stock options that were not granted under the 2003 Share Plan, the 2010 Share Plan or the 2018 Share Plan for the two years ended October 31, 2018 is as follows:

			Weighted Average Exercise Price Per Share				Aggregate Intrinsic Value
	Shares
Options Outstanding and exercisable at     October 31, 2017	1,780,000			$ 1.58
Options Outstanding and exercisable at      October 31, 2018	1,780,000			$ 1.58			$ 4,497,180

The following table summarizes information about stock options outstanding and exercisable that were not granted under the 2003 Share Plan, the 2010 Share Plan or the 2018 Share Plan as of October 31, 2017:

				Weighted Average Remaining Contractual Life (in years)
		Number Outstanding and Exercisable				Weighted Average Exercise Price
Range of Exercise Prices
$0.67		1,046,000		3.80		$0.67
$ 2.58 - $ 5.56		734,000		3.34		$2.88

Re-Priced Stock Options

On September 6, 2017 the Board of Directors re-priced 2,029,600 issued and outstanding stock options (the “Re-Priced Options”) for all of the officers, directors and employees of the Company.  The new exercise price of the Re-Priced Options is $0.67, the closing sales price of the Company’s common stock on September 6, 2017.  All other terms of the previously granted Re-Priced Options remain the same.  The Company recorded additional stock-based compensation of approximately $261,000, as of September 6, 2017, related to this re-pricing.  This amount was determined to be the incremental value of the fair value of the Re-Priced Options compared to the fair value of the original option immediately before the re-pricing.  Accordingly, 18,200 stock options in the 2003 Share Plan with exercise prices of $2.58, 965,400 stock options in the 2010 Share Plan with exercise prices ranging from $0.82 to $5.30 and 1,046,000 stock options that were not granted under the 2003 Share Plan or the 2010 Share plan with exercise prices of $2.58, were re-priced.

Preferred Stock

On November 11, 2016, the holder of all our outstanding Series A Preferred Stock (the “Series A Preferred”) with an aggregate stated value of $3,500,000 exercised its right of redemption to receive such amount from proceeds from the sale of the Company’s equity securities.  On December 6, 2016, we entered into an agreement with the holder of the Series A Preferred setting forth the terms under which such redemption would take place (the “Series A Redemption Terms”).  Pursuant to the Series A Redemption Terms, on December 9, 2016 the holder of the Series A Preferred received (i) $500,000 in cash, (ii) a 12% secured debenture evidencing the remaining $3,000,000 amount to be redeemed, $1,000,000 of which was due on or before June 1, 2017 and the remainder of which was due November 11, 2017 (the “Redemption Debenture”), and (iii) a 5 year warrant to purchase 500,000 shares of the Company’s common stock at an exercise price equal to 10% below the thirty (30) day volume weighted average closing price of our common stock at closing (the “Redemption Warrant”). The Redemption Debenture was secured by a lien on the Company’s assets and prohibited the Company from incurring any senior indebtedness other than equipment financing in connection with the Company’s business.  The Redemption Debenture was paid in full during fiscal year 2017.  Interest expense during the year ended October 31, 2017 in connection with the Redemption Debenture was approximately $272,000.

The difference between the fair value of the consideration given to the holder of our Series A Preferred and the carrying value of the Series A Preferred represents a return to the preferred stockholder which is treated in a similar manner as that of dividends paid on preferred stock.  In the redemption, the Series A Preferred holder received $500,000 in cash, the Redemption Debenture with a present value of approximately $2,999,000 and the Redemption Warrant with a fair value of approximately $2,801,000, determined using the Black Scholes pricing model, and waived the Series A Preferred’s conversion right with an intrinsic value of approximately $792,000, resulting in total consideration given to the Series A Preferred holder of approximately $5,508,000.  The difference between the fair value of the consideration and the $3,500,000 carrying value of the Series A Preferred resulted in a deemed dividend to the Series A Preferred holder of approximately $2,009,000.

Common Stock Purchase Warrants

During the year ended October 31, 2018 we issued a warrant, expiring on June 5, 2021, to purchase 25,000 shares of common stock at $3.65 per share and recorded approximately $57,000 of consulting expense based on the fair value of the warrant.  In October 2018, we issued 9,917 shares of common stock upon the exercise of the warrant on a cashless basis.

As of October 31, 2018, we had warrants to purchase 10,000 shares and 10,000 shares of common stock at $9.25 and $13.875 per share, respectively, expiring on August 19, 2019, warrants to purchase 309,400 shares of common stock at $10.00 per share expiring on July 15, 2019 and warrants to purchase 500,000 shares of common stock at $5.03 per share expiring on November 30, 2021.