ࡱ;   !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~Root Entry  \pCalc Ba=\  !"#$%&'()*+,-.=@ 8X@"1Calibri1Arial1Arial1Arial1Calibri1Calibri General3._(\$* #,##0_);_(\$* \(#,##0\);_(\$* \-_);_(@_) #,##0\(#,##0_);[RED]\(#,##0\)!"($"#,##0_);[RED]"($"#,##0\)'""($"#,##0.00_);[RED]"($"#,##0.00\);6_(\$* #,##0.00_);_(\$* \(#,##0.00\);_(\$* \-??_);_(@_) #,##0.00                + ) , *   (  ( (8  $   (     (  $  $  $   (8 ( `s advaxis inc} advaxis inc-1d advaxis inc-2"ܖ2 summary of significant a$2 summary of significant a-1$2 summary of significant a-2$t2 summary of significant a-3$2 summary of significant a-4$T2 summary of significant a-5 3 property and equipmentְ4 intangible assetsL4 intangible assets-15 accrued expenses"6 common stock purchase wa$V6 common stock purchase wa-1$(6 common stock purchase wa-2$\6 common stock purchase wa-3"7 share based compensation#restricted stock units rsus stock optionsstock options-1z10 stockholders equity 10 stockholders equity-1 10 stockholders equity-2 lm" general and administrative" research and development e$general and administrative-1"agreement to exhange warra$fagreement to exhange warra-1$agreement to exhange warra-2$ agreement to exhange warra-3$,#agreement to exhange warra-4$%agreement to exhange warra-5"(section 302 of the sarbane$>+section 302 of the sarbane-1$-section 302 of the sarbane-2$/section 302 of the sarbane-3$$2section 302 of the sarbane-4$4section 302 of the sarbane-5$\7section 302 of the sarbane-6$~9section 302 of the sarbane-7";certificationpursuant to s$&>certificationpursuant to s-1$.@certificationpursuant to s-2$Bcertificationpursuant to s-3T/..      !"#$%&'()*+,-.3  @@   B ADVAXIS, INC. July 31, 2019October 31, 2018ASSETSCurrent Assets:Cash and cash equivalentsRestricted cash-Accounts receivableDeferred expenses-Prepaid expenses and other current assetsTotal current assets<Property and equipment (net of accumulated depreciation)7Intangible assets (net of accumulated amortization) Other assets Total assets$LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payableAccrued expensesDeferred revenueCommon stock warrant liabilityOther current liabilitiesTotal current liabilities'Deferred revenue-net of current portionOther liabilitiesTotal liabilities&Commitments and contingencies  Note 9Stockholders equity:Preferred stock, $0.001 par value; 5,000,000 shares authorized; Series B Preferred Stock; 0 shares issued and outstanding at July 31, 2019 and October 31, 2018 Liquidation preference of $0 at July 31, 2019 and October 31, 2018Common stock - $0.001 par value; 170,000,000 shares authorized, 19,248,851 and 4,634,189 shares issued and outstanding at July 31, 2019 and October 31, 2018, respectivelyAdditional paid-in capitalAccumulated deficitTotal stockholders equity.Total liabilities and stockholders equity Three Months Ended July 31,Nine Months Ended July 31,20192018RevenueOperating expenses:!Research and development expenses'General and administrative expensesTotal operating expensesLoss from operationsOther income (expense):Interest income, net7Net changes in fair value of derivative liabilities3Loss on shares issued in settlement of warrants Other expense(Net loss before benefit for income taxesIncome tax expenseNet loss0Net loss per common share, basic and dilutedKWeighted average number of common shares outstanding, basic and dilutedOPERATING ACTIVITIESOAdjustments to reconcile net loss to net cash used in operating activities:Stock compensation$Employee stock purchase plan expense#Gain on change in value of warrants*Loss on disposal of property and equipment Abandonment of intangible assetsDepreciation expense)Amortization expense of intangible assetsNet accretion of premiums/Change in operating assets and liabilities:)Prepaid expenses and other current assetsIncome tax receivable%Accounts payable and accrued expenses%Net cash used in operating activitiesINVESTING ACTIVITIES-Purchases of short-term investment securities<Proceeds from maturities of short-term investment securities"Purchase of property and equipment0Proceeds from disposal of property and equipmentCost of intangible assets7Net cash (used in) provided by investing activitiesFINANCING ACTIVITIES@Net proceeds of issuance of common stock and pre-funded warrantsWarrant exercise*Proceeds from employee stock purchase planJTax withholdings paid related to net share settlement of equity awards/Employee tax withholdings paid on equity awardsITax shares sold to pay for employee tax withholdings on equity awards)Net cash provided by financing activitiesINet (decrease) increase in cash, cash equivalents and restricted cashCCash, cash equivalents and restricted cash at beginning of year=Cash, cash equivalents and restricted cash at end of yearThe following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed balance sheets that sum to the total of the same such amounts shown in the condensed statements of cash flows:`Total cash, cash equivalents and restricted cash shown in condensed statements of cash flows"SUPPLEMENTAL CASH FLOW INFORMATIONCash paid for taxes<SUPPLEMENTAL DISCLOSURE OF NON-CASH AND FINANCING ACTIVITIESLProperty and equipment included in accounts payable and accrued expenses$-'Shares issued in settlement of warrants*Warrant liability reclassified into equityPre-funded warrant exercisesG2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATIONAs of July 31,Warrants Stock optionsRestricted stock unitsTotalImpact of ASC 606 Adoption on Condensed Balance Sheet as of November 1, 2018(in thousands)"As reported under ASC 606 Adjustments(Balances without adoption of ASC 606Accounts receivableImpact of ASC 606 Adoption on Condensed Balance Sheet as of July 31, 2019-Prepaid expenses and other current assetsImpact of ASC 606 Adoption on Condensed Statement of Operations for the Three Months Ended July 31, 2019As reported under ASC 606%Research and Development ExpensesImpact of ASC 606 Adoption on Condensed Statement of Operations for the Nine Months Ended July 31, 2019Impact of ASC 606 Adoption on Condensed Statement of Cash Flows for the Nine Months Ended July 31, 20193. PROPERTY AND EQUIPMENTLeasehold improvementsLaboratory equipmentFurniture and fixturesComputer equipmentConstruction in progressTotal property and equipment)Accumulated depreciation and amortizationNet property and equipment4. INTANGIBLE ASSETSPatentsLicensesSoftwareTotal intangiblesAccumulated amortizationIntangible assetsYear ended October 31,2019 (Remaining)2020202120222023 Thereafter5. ACCRUED EXPENSES:Salaries and other compensationVendorsProfessional feesTotal accrued expenses76. COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITYExercise Price(Number of Shares Underlying WarrantsExpiration DateSummary of Warrants April 2024July 2019 Public Offering%July 2019 Public Offering- Pre-FundedN/AOther WarrantsSeptember 2024September 2018 Public Offering4Grand Total March 2019+March 2014 Public Offering- Placement AgentShares%Weighted Average Exercise PriceAggregate Intrinsic Value<Outstanding and exercisable warrants at October 31, 2018Issued Exercised ExchangedExpired9Outstanding and exercisable warrants at July 31, 2019Exercise Price Stock Price Expected Term35.12 years35.87 years Volatility %97.73%97.47%Risk Free Rate1.84%3.03%7. SHARE BASED COMPENSATIONThree Months Ended July 31,Nine Months Ended July 31,Research and developmentGeneral and administrativeRestricted Stock Units (RSUs)Number of RSUs+Weighted-Average Grant Date Fair ValueBalance at October 31, 2018Vested CancelledBalance at July 31, 2019 Stock OptionsNumber of Options$Weighted-Average Exercise Price Outstanding at October 31, 2018:GrantedCancelled or ExpiredOutstanding at July 31, 2019+Vested and Exercisable at July 31, 2019Nine Months Ended July 31,Expected Term5.50-6.51 years5.35  6.51 yearsExpected Volatility90.29%-104.99%94.61%-100.34%Expected Dividends0%Risk Free Interest Rate 1.75%-3.15%1.81  2.93%10. STOCKHOLDERS EQUITYPreferred Stock Common StockAdditional Paid-In AccumulatedTotal Shareholders AmountCapitalDeficitEquityBalance at November 1, 2017Stock based compensation&Tax withholdings paid on equity awards<Tax shares sold to pay for tax withholdings on equity awards/Issuance of shares to employees under ESPP PlanAdvaxis at-the-market salesNet LossBalance at January 31< , 2018Advaxis public offeringsBalance at April 30, 2018 ESPP expenseBalance at July 31, 2018Additional Paid-InTotal Shareholders Balance at November 1, 2018 ESPP Expense Net IncomeBalance at January 31, 2019Warrant exercisesBalance at April 30, 2019Beginning balanceChange in fair valueEnding BalanceLmIncrease (Decrease)$%HPV-associated cancers(34)%*Personalized neoantigen-directed therapiesHotspot/Off-the-Shelf therapiesProstate cancer therapyOther expensesPartner reimbursements$Total research & development expense(33QStock-based compensation expense included in research and development expense(56#General and Administrative Expenses"General and administrative expense(35SStock-based compensation expense included in general and administrative expense(84!Research and Development ExpensesNine months ended July 31,(58(48(65(43(80AGREEMENT TO EXHANGE WARRANTSThe Company hereby agrees to issue [X] shares (the  Exchange Shares ) of Common Stock to the Warrantholder in exchange for [X] Warrants.6In order to carry out the exchange of the Exchange Shares for the Warrants described in Section 1, at or prior to 11:00 a.m., Eastern time on March 15, 2019 (the  Exchange Date ) (a) the number of Warrants stated in Section 1 shall be automatically deemed cancelled upon receipt of the Exchange Shares, and (b) the Company will cause Continental Stock Transfer and Trust Company, as transfer agent for the Company, to issue via the Deposit / Withdrawal at Custodian system into an account with The Depositary Trust Company ( DTC ) specified by the Warrantholder, the number of shares of Common Stock stated in Section 1. The Exchange Shares shall not bear any restrictive legends. No later than five (5) Nasdaq Global Market trading days following the date hereof, the Warrantholder shall deliver the original certificate representing the Warrants stated in Section 1 above to the Company for cancellation. However, failure to deliver the original certificate will not affect the automantic cancellation of the Warrants desried in clause (a).nDuring the period of 30 Nasdaq Global Market trading days beginning on the Exchange Date, the Warrantholder will not on any day sell a number of shares of Common Stock (including shares issuable by exercise of Common Stock Derivatives) that exceeds 5% of the total volume of trading in the Common Stock reported on the Nasdaq Global Market on that day. During the period of 45 Nasdaq Global Market trading days beginning on the 31st Nasdaq trading day after the Exchange Date, Warrantholder will not on any day sell a number of shares of Common Stock (including shares that are the subject of Common Stock Derivatives) that exceeds 10% of the total volume of trading in the Common Stock reported on the Nasdaq Global Market on that day. The Company will be entitled to injunctive relief to prevent violation or threatened violation of this Section3.BThe Warrantholder represents and warrants to the Company that:a.*The Warrantholder owns all the Warrants described in Section 1 and has all power and authority that is necessary to enable the Warrantholder to exchange them for Common Stock as contemplated by this Agreement, without requiring consent of any other person or any governmental authority.b.After the Warrants described in Section 1 are automatically cancelled as described in Section 2, neither the Warrnatholder nor any other person will have any rights under or with regard to the Warrants.c.$The Warrantholder is aware that:The Company has all power and authority, and has obtained all approvals, that are necessary to enable it to issue Common Stock in exchange for Warrants as contemplated by this Agreement.3When the Company issues the Exchange Shares, those shares (i) will be issued in reliance on an exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the  Securities Act, and (ii) will be duly authorized and issued, fully paid and non-assessable and will be eligible for trading on the Nasdaq Global Market. For purposes of SEC Rule 144, the holding period of the Exchange Shares will include the holding period of the Warrants, which is more than six months.dThe Warrantholder is aware that the issuance of Exchange Shares in exchange for Warrants as described in this Agreement has not been registered under the Securities Act and that those shares are being issued in reliance on an exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act.vThe Company agrees from and after the date hereof that if any of the terms offered to any other holder of Warrants in connection with any exchange of Warrants for any assets or other securities (each an  Exchange Document ), is or will be more favorable to such other Person (as defined in the Warrants) than those of the Warrantholder under this Agreement (other than with respect to the reimbursement of legal fees). If, and whenever on or after the date hereof, the Company enters into an Exchange Document which contains any terms that are more favorable to another holder of Warrants than this Agreement, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and cond< itions of this Agreement shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Warrantholderr shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Exchange Document, provided that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Agreement shall apply to the Warrantholder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Warrantholder. Without limiting what is said above in this Section 7, if the Exchange Document with a Person calls for issuance of more shares of Common Stock per Warrant exchanged than this Agreement, within five Nasdaq Global Market trading days after the issuance of the shares to the other person, the Company will issue to the Warrantholder the number of additional shares of Common Stock such that the Warrantholder will have received the same number of shares of Common Stock per exchanged Warrant as the other Person. The provisions of this paragraph shall apply similarly and equally to each Exchange Document.This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or .pdf transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined pursuant to the internal law of the State of New York.Very truly yours,[]Dated: March [], 2019ByName:Title:AGREED TO:ADVAXIS, INC.By:Title-SECTION 302 OF THE SARBANES OXLEY ACT OF 2002bI have reviewed this report on Form 10-Q for the quarter ended July 31, 2019 of Advaxis, Inc.;6Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;#Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;PThe registrant s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a)zDesigned such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;(b)sDesigned such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; andAll significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant s ability to record, <process, summarize and report financial information; andAny fraud, whether or not material, that involves management or other employees who have a significant role in the registrant s internal control over financial reporting./s/ Kenneth A. BerlinKenneth A. Berlin)President and Chief Executive Officer/s/ Molly HendersonMolly Henderson5Executive Vice President, Chief Financial OfficerGCERTIFICATION-PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002zFully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; andoFairly presents, in all material respects, the financial condition and result of operations of the Company.4 ](5cc   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} d} }  } }  } (,,@,,,,, , , , ,,,,,,,,,,,,,,,,      ~ n~   ~ F  ~   ~ !~ b  ~ ~ .  ~ ~   ~ bW~ rh  ~ J~ K ~ b~ b ~ m~    ~ j~ :X ~ 7~ `  ~ E ~ ~ e ~ ~  ~ X~ be  ~  ~ ~  ~ Bk~ "U !,",#,$,%,&,', ! 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