2.         STOCK BASED COMPENSATION

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

Stock Option Compensation Expense

The compensation cost for service-based stock options granted to employees and directors is measured at the grant date, based on the fair value of the award using the Black-Scholes pricing model, and is recognized as an expense on a straight-line basis over the requisite service period (the vesting period of the stock option) which is one to ten years.  We recorded stock-based compensation expense related to service-based stock options granted to employees and directors of approximately $844,000 and $214,000 during the three months ended January 31, 2019 and 2018, respectively. 

For stock options granted to employees and directors 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 cost over the implied service period (median time to vest).  On May 8, 2018, we issued market condition options to purchase 1,500,000 shares of common stock, to our Chairman, President and Chief Executive Officer, vesting at target trading prices of $5.00 to $8.00 per share before May 31, 2021, with implied service periods of three to seven months.  In October 2018, the first tranche of 500,000 shares of market condition options became exercisable upon achieving an average closing price above $5.00 per share for twenty consecutive trading days.  We recorded stock-based compensation expense related to market condition stock options granted to employees and directors of approximately $376,000 during the three months ended January 31, 2019.   We did not have any market condition stock options during the three months ended January 31, 2018.

On November 1, 2018 we adopted Accounting Standards Update 2018-07 (“ASU 2018-07”) for stock options granted to consultants.  Upon adoption of ASU 2018-07 we estimated the fair value of unvested service-based and performance-based stock options at the date of adoption, using the Black-Scholes pricing model.  Subsequent to adoption of ASU 2018-07, future grants to consultants will be measured at the grant date, based on the fair value of the award using the Black-Scholes pricing model, consistent with our policy for grants to employees and directors.  In prior periods we estimated the fair value of service-based and performance-based stock options granted to consultants at each reporting period using the Black-Scholes pricing model.  We recognize the fair value of stock options granted to consultants as consulting expense over the requisite or implied service period of the grant.  We recorded stock-based consulting expense related to stock options granted to consultants of approximately $25,000 and $53,000 during the three months ended January 31, 2019 and 2018, respectively.

Stock Option Activity

During the three months ended January 31, 2018, we granted options to purchase 50,000 shares of common stock to employees, directors and consultants with an exercise price of $2.30 per share pursuant to the Anixa Biosciences, Inc 2010 Share Incentive Plan (the "2010 Share Plan”).  We did not grant any options during the three months ended January 31, 2019.  During the three months ended January 31, 2019 and 2018, stock options to purchase 10,000 and 28,600 shares of common stock, respectively, were exercised with aggregate proceeds of approximately $23,000 and $-0-, respectively.  Under certain circumstances, stock options may be exercised on a cashless basis.  During the three months ended January 31, 2019 and 2018, -0- and 5,515 shares of common stock, respectively, were withheld in connection with cashless exercises of stock options.

Stock Option Plans

As of January 31, 2019, we have three stock option plans:  the Anixa Biosciences, Inc. 2003 Share Incentive Plan (the "2003 Share Plan"), the 2010 Share Plan and the Anixa Biosciences, Inc. 2018 Share 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.

2003 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.  In accordance with the provisions of the 2003 Share Plan, the plan terminated with respect to the ability to grant future options on April 21, 2013.  Information regarding the 2003 Share Plan for the three months ended January 31, 2019 is as follows:

			Weighted Average Exercise Price Per Share			Aggregate Intrinsic Value
	Shares
Options Outstanding at October 31, 2018	12,000		$	2.77
Options Outstanding and exercisable at     January 31, 2019	12,000		$	2.77		$	33,058

The following table summarizes information about stock options outstanding and exercisable under the 2003 Share Plan as of January 31, 2019:

		Number Outstanding and Exercisable		Weighted Average Remaining Contractual Life (in years)
						Weighted Average Exercise Price
Range of Exercise Prices
$ 0.67 - $17.00		12,000		0.49		$	2.77

Information regarding the 2003 Share Plan for the three months ended January 31, 2018 is as follows:

			Weighted Average Exercise Price Per Share			Aggregate  Intrinsic Value
	Shares
Options Outstanding at October 31, 2017	30,600		$	3.16
Exercised	(10,600)		$	0.67
Forfeited	(5,600)		$	3.63
Options Outstanding and exercisable at     January 31, 2018	14,400		$	4.81		$	17,280

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

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

2010 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.  As of January 31, 2019, the 2010 Share Plan had 800,000 shares available for future grants.  Information regarding the 2010 Share Plan for the three months ended January31, 2019 is as follows:

			Weighted Average Exercise Price Per Share			Aggregate Intrinsic Value
	Shares
Options Outstanding at October 31, 2018	2,131,868		$	2.11
Exercised	(10,000)		$	2.27
Options Outstanding at January 31, 2019	2,121,868		$	2.11		$	6,454,772
Options Exercisable at January 31, 2019	1,513,119		$	1.84		$	5,014,151

The following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of January 31, 2019:

	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	6.44		$	0.67		744,251	5.94		$	0.67
$ 2.27 -$ 3.01	697,134	3.97		$	2.62		622,134	4.32		$	2.57
$ 3.46 -$ 7.00	486,734	8.64		$	4.16		146,734	6.55		$	4.66

Information regarding the 2010 Share Plan for the three months ended January 31, 2018 is as follows:

			Weighted Average Exercise Price Per Share			Aggregate Intrinsic Value
	Shares
Options Outstanding at October 31, 2017	1,637,246		$	1.50
Granted	50,000		$	2.30
Exercised	(18,000)		$	0.67
Forfeited	(4,800)		$	3.80
Options Outstanding at January 31, 2018	1,664,446		$	1.52		$	3,752,696
Options Exercisable at January 31, 2018	1,013,106		$	1.72		$	2,120,876

The following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of January 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	983,000	7.40		$	0.67		556,754	6.18		$	0.67
$ 2.27 - $ 7.00	681,446	6.00		$	2.75		456,352	4.61		$	2.99

            2018 Plan

The 2018 Share Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to employees, directors and consultants.  As of January 31, 2019, the 2018 Share Plan had 2,000,000 shares available for future grants.  Information regarding options outstanding under the 2018 Share Plan for the three months ended January 31, 2019 is as follows:

			Weighted Average Exercise Price Per Share			Aggregate Intrinsic Value
	Shares
Options Outstanding at October 31, 2018	3,482,000		$	3.73
Options Outstanding at January 31, 2019	3,482,000		$	3.73		$	4,879,580
Options Exercisable at January 31, 2019	992,780		$	3.72		$	1,401,552

The following table summarizes information about stock options outstanding under the 2018 Share Plan as of January 31, 2019:

	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	9.27		$	3.73		992,780	9.27		$	3.72

            Outside of Plans

In addition to options granted under the 2003 Share Plan, the 2010 Share Plan and the 2018 Share Plan, the Board of Directors approved the grant of stock options to purchase 1,780,000 shares to employees and directors.  Information regarding stock options outstanding that were not granted under the 2003 Share Plan, the 2010 Share Plan or the 2018 Share Plan for the three months ended January 31, 2019 is as follows:

			Weighted Average Exercise Price Per Share			Aggregate Intrinsic Value
	Shares
Options Outstanding at October 31, 2018	1,780,000		$	1.58
Options Outstanding and exercisable at     January 31, 2019	1,780,000		$	1.58		$	6,334,080

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 Plan as of January 31, 2019:

		Number Outstanding and Exercisable		Weighted Average Remaining Contractual Life (in years)
						Weighted Average Exercise Price
Range of Exercise Prices
$ 0.67		1,046,000		3.55		$	0.67
$ 2.58-$ 5.56		734,000		3.09		$	2.88

Information regarding stock options outstanding that were not granted under the 2003 Plan or the 2010 Plan for the three months ended January 31, 2018 is as follows:

			Weighted Average Exercise Price Per Share			Aggregate Intrinsic Value
	Shares
Options Outstanding at October 31, 2017	1,780,000		$	1.58
Options Outstanding and exercisable at     January 31, 2018	1,780,000		$	1.58		$	3,953,820

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

		Number Outstanding and Exercisable		Weighted Average Remaining Contractual Life (in years)
						Weighted Average Exercise Price
Range of Exercise Prices
$ 0.67		1,046,000		4.66		$	0.67
$ 2.58-$ 5.56		734,000		4.11		$	2.88

Stock Awards

For stock awards granted to employees, directors and consultants that vest at date of grant we recognize expense based on the grant date market price of the underlying common stock.  During the three months ended January 31, 2018, we issued 5,347 shares of common stock to consultants for services rendered.  We recorded consulting expense for the three months ended January 31, 2018 of approximately $15,000 for the shares of common stock issued to consultants.  We did not grant any stock awards during the three months ended January 31, 2019.

On May 8, 2018, a restricted stock award of 1,500,000 shares of common stock was granted under the 2018 Share Plan to our Chairman, President and Chief Executive Officer.  The restricted stock award vests in its entirety upon achievement of a target trading price of $11.00 per share of the Company’s common stock before May 31, 2021.  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).  During the three months ended January 31, 2019 we recorded compensation expense related to the restricted stock award of approximately $1,484,000.

Warrants

During the three months ended January 31, 2019 we issued a warrant, expiring on November 1, 2023, to purchase 25,000 shares of common stock at $4.04 per share, vesting over 12 months, to a consultant for investor relations services.  We recorded consulting expense of approximately $21,000 during the three months ended January 31, 2019, based on the fair value of the warrant recognized on a straight-line basis over the vesting period.  No warrants were issued during the three months ended January 31, 2018.

As of January 31, 2019, we also had warrants outstanding 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.