ࡱ;   !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~Root Entry  \pCalc Ba=^  !"#$%&'()*+,-./=@ 8X@"1Calibri1Arial1Arial1Arial1Calibri General #,##0.00;6_(\$* #,##0.00_);_(\$* \(#,##0.00\);_(\$* \-??_);_(@_)3._(\$* #,##0_);_(\$* \(#,##0\);_(\$* \-_);_(@_) #,##0\(#,##0_);[RED]\(#,##0\)!"($"#,##0_);[RED]"($"#,##0\)'""($"#,##0.00_);[RED]"($"#,##0.00\)#\(#,##0.00_);[RED]\(#,##0.00\)                + ) , *   ( (8    (  $  $     (    $  $   `" employment agreement amend"ʈitem 5 market for our comm$item 5 market for our comm-1$,item 5 market for our comm-2$ʔitem 5 market for our comm-3$,item 5 market for our comm-4$item 5 market for our comm-5 index#ha development stage companystatement of operations"4period from march 1 2002 i$period from march 1 2002 i-1$period from march 1 2002 i-2$Xperiod from march 1 2002 i-3(statement of cash flows"Tsupplemental disclosures o"supplemental schedule of n$supplemental schedule of n-1"accounting for stock issue 4 property and equipment,5 intangible assets$5 intangible assets-18"6 accrued expenses!J'7 convertible notes fair-warrants6 warrants-1= warrants-2A12 stock optionsG12 stock options-1VKemployment agreements Oemployment agreements-1Semployment agreements-2Yemployment agreements-3$_ 16 fair value\b16 fair value-1e16 fair value-2"icommon stock warrant liabi$mcommon stock warrant liabi-1!|qconvertible notes at fair$uconvertible notes at fair -1$xconvertible notes at fair -2$zconvertible notes at fair -3$~convertible notes at fair -4$convertible notes at fair -5$΃convertible notes at fair -6"as adopted pursuant to sec$as adopted pursuant to sec-1T0//      !"#$%&'()*+,-./3  @@   X6" Employment Agreement Amendments Executive%ofbasesalary incash!%ofbasesalary inCommonStockDaniel J. O ConnorGregory T. Mayes, IIIMark J. RosenblumRobert G. PetitChris L. FrenchG Item 5. Market For Our Common Stock and Related Shareholder Matters. Fiscal2013HighLow9Fourth Quarter (August 1, 2013 through October 31 , 2013)+Third Quarter (May 1, 2013 July 31, 2013)2Second Quarter (February 1, 2013 April 30, 2013)3First Quarter (November 1, 2012 January 31, 2013) Fiscal20122Fourth Quarter (August 1, 2012 October 31, 2012)+Third Quarter (May 1, 2012 July 31, 2012)2Second Quarter (February 7, 2012 April 30, 2012)3First Quarter (November 1, 2011 January 31, 2012)2004 Stock Option Plan of the registrant. Incorporated by reference to Exhibit 4.1 to Report on Form S-8 filed with the SEC on December 1, 2005.2005 Stock Option Plan of the registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on May 15, 2006.License Agreement, between the Trustees of the University of Pennsylvania and the registrant dated as of June 17, 2002, as Amended and Restated on February 13, 2007. Incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-KSB filed with the SEC on February 13, 2007.Sponsored Research Agreement dated November 1, 2006 by and between the Trustees of the University of Pennsylvania (Dr. Paterson Principal Investigator) and the registrant. Incorporated by reference to Exhibit 10.44 to Annual Report on 10-KSB filed with the SEC on February 13, 2007.Agreement, dated July 7, 2003, by and between Cobra Biomanufacturing PLC and Advaxis, Inc. Incorporated by reference to Exhibit 10.16 to Pre-Effective Amendment No. 4 filed on June 9, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Employment Agreement, dated March 1, 2005, by and between John Rothman and the registrant. Incorporated by reference to Exhibit 10.25 to Pre-Effective Amendment No. 2 filed on April 8, 2005 to Registration Statement on Form SB-2/A (File No. 333-122504). Royalty Agreement, dated as of May 11, 2003, by and between Cobra Bio-Manufacturing PLC and the registrant. Incorporated by reference to Exhibit 10.28 to Pre-Effective Amendment No. 4 filed on June 9, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Employment Agreement dated August 21, 2007 between the registrant and Thomas Moore. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on August 27, 2007.Note Purchase Agreement, dated September 22, 2008 by and between Thomas A. Moore and the registrant. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 30, 2008.Technical/Quality Agreement dated May 6, 2008 by and between Vibalogics GmbH and the registrant. Incorporated by reference to Exhibit 10.57 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Master Service Agreement dated April 7, 2008 by and between Vibalogics GmbH and the registrant. Incorporated by reference to Exhibit 10.58 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Form of Senior Promissory Note as amended, between the registrant and Thomas Moore. Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed with the SEC on June 19, 2009.Form of Amended and Restated Senior Promissory Note, between the registrant and Thomas Moore. Incorporated by reference to Exhibit 4.17 to Annual Report on Form 10-K filed with the SEC on February 19, 2010.Amended and Restated 2009 Stock Option Plan of the registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on April 30, 2010.Second Amendment to the Amended and Restated Patent License Agreement between the registrant and the Trustees of the University of Pennsylvania dated as of May 10, 2010. Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on June 3, 2010.Clinical Trial Services Agreement, dated December 13, 2009, by and between the Gynecologic Oncology Group and Advaxis, Inc. Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on June 14, 2012.KAmendment No. 3, dated as of December 12, 2011, to the License Agreement, between the Trustees of the University of Pennsylvania and Advaxis, Inc. dated as of June 17, 2002, as amended and restated on February 13, 2007. Incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed with the SEC on June 14, 2012.Exchange Agreement, dated as of July 5, 2012, by and between Advaxis, Inc. and Thomas A. Moore. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 11, 2012.7Agreed Order Granting Joint Expedited Motion for Order Approving Settlement of Claim entered by the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, dated July 24, 2012. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 25, 2012.Stipulation for Settlement of Claim between Socius CG II, Ltd. and Advaxis, Inc., dated July 23, 2012. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on July 25, 2012.Amendment No. 1 to 2011 Omnibus Incentive Plan of registrant. Incorporated by reference to Annex B to DEF 14A Proxy Statement filed with the SEC on July 19, 2012.Promissory Note issued to JLSI, LLC on July 21, 2012. Incorporated by reference to Exhibit 10.111 to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on August 31, 2012.Form of Convertible Promissory Note issued to Dr. James Patton. Incorporated by reference to Exhibit 10.112 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on September 11, 2012.Form of Convertible Promissory Note issued to JMJ Financial on August 27, 2012. Incorporated by reference to Exhibit 10.113 to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on August 31, 2012.Form of Note Purchase Agreement by and between Advaxis, Inc. and Dr. James Patton. Incorporated by reference to Exhibit 10.114 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on September 11, 2012.Common Stock Purchase Agreement by and between Advaxis, Inc. and Hanover Holdings I, LLC, dated as of October 26, 2012. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 31, 2012.Registration Rights Agreement by and between Advaxis, Inc. and Hanover Holdings I, LLC, dated as of October 26, 2012. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 31, 2012./Order for Approval of Stipulation for Settlement of Claims entered by the Superior Court of the State of California for the County of Los Angeles Central District, dated December 20, 2012. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on December 28, 2012.Stipulation for Settlement of Claims between Ironridge Global IV, Ltd. and Advaxis, Inc., dated December 19, 2012. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on December 28, 2012.Form of Securities Purchase Agreement, dated as of December 13, 2012, by and between Advaxis, Inc. and Tonaquint, Inc. Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013.Form of Security Agreement, dated as of December 13, 2012, by Advaxis, Inc. in favor of Tonaquint, Inc. Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013.Separation Agreement and General Release dated March 20, 2013 between Advaxis, Inc. and John Rothman. Incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013.Convertible Promissory Note issued to JMJ Financial on April 26, < 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on May 8, 2013.Securities Purchase Agreement dated June 21, 2013 between Advaxis, Inc. and Redwood Management, LLC. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on June 27, 2013.5% Convertible Debenture dated June 21, 2013 issued to Redwood Management, LLC. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on June 27, 2013.Consulting Agreement by and between Advaxis, Inc. and Thomas A. Moore, dated August 19, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 20, 2013.Employment Agreement by and between Advaxis, Inc. and Daniel J. O Connor, dated August 19, 2013. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on August 20, 2013.Form of Indemnification Agreement. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on August 20, 2013Employment Agreement by and between Advaxis, Inc. and Mark J. Rosenblum, dated September 4, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 10, 2013.Securities Purchase Agreement dated September 4, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 10, 2013.Convertible Promissory Note dated September 4, 2013. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on September 10, 2013.Amendment No. 1 dated September 4, 2013 to Convertible Promissory Note dated April 26, 2013. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on September 10, 2013.Employment Agreement between Advaxis, Inc. and Robert Petit, dated September 26, 2013. Incorporated by reference to Exhibit 10.70 to Registration Statement on Form S-1/A (File No. 333-188637) filed with the SEC on September 27, 2013.Employment Agreement between Advaxis, Inc. and Chris French, dated September 26, 2013. Incorporated by reference to Exhibit 10.71 to Registration Statement on Form S-1/A (File No. 333-188637) filed with the SEC on September 27, 2013.Debt Conversion Agreement between Advaxis, Inc. and Thomas A. Moore dated September 26, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 27, 2013.Form of Exchange Agreement between Advaxis, Inc. and Redwood Management, LLC dated September 27, 2013. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on September 27, 2013.Notice of Settlement and Redemption Agreement dated September 26, 2013. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on September 27, 2013.Exchange and Settlement Agreement between Advaxis, Inc. and Iliad Research and Trading, LP, dated October 10, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 11, 2013.Accelerated Conversion and Note Termination Agreement between Advaxis, Inc. and JMJ Financial, dated October 16, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 17, 2013.10.77Employment Agreement by and between Advaxis, Inc. and Gregory T. Mayes, III, dated October 25, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 29, 2013.10.78Form of Restricted Stock Agreement between Advaxis, Inc. and Gregory T. Mayes, III, dated October 25, 2013. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 29, 2013.10.79*Exclusive License and Technology Transfer Agreement by and between Advaxis, Inc. and Global BioPharma, Inc., dated December 9, 2013.10.80Amendment No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Daniel J. O Connor.10.81Amendment No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Gregory T. Mayes, III.10.82Amendment No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Mark J. Rosenblum.10.83}Amendment No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Robert G. Petit.10.84}Amendment No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Chris L. French.Code of Business Conduct and Ethics dated November 12, 2004. Incorporated by reference to Exhibit 14.1 to Current Report on Form 8-K filed with the SEC on November 18, 2004. INDEX Page9Reports of Independent Registered Public Accounting Firms F-1 - F-20Balance Sheets as of October 31, 2013 and 2012F-3Statements of Operations for the years ended October 31, 2013 and 2012 and the cumulative period from March 1, 2002 (Inception) to October 31, 2013F-4qStatements ofShareholders Equity (Deficiency) for the Period from March 1, 2002 (Inception) to October 31, 2013F-5Statements of Cash Flows for the years ended October 31, 2013 and 2012 and the cumulative period from March 1, 2002 (Inception) to October 31, 2013F-6!Notes to the Financial StatementsF-8 (A Development Stage Company) October31, 2013October31, 2012ASSETSCurrent Assets:CashPrepaid ExpensesOther Current AssetsDeferred Expenses - currentTotal Current AssetsDeferred Expenses long-term8Property and Equipment (net of accumulated depreciation)3Intangible Assets (net of accumulated amortization)9Deferred Financing Cost (net of accumulated amortization)- Other Assets TOTAL ASSETS1LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIENCY)Current Liabilities:Accounts PayableAccrued ExpensesBShort-term Convertible Notes and Fair Value of Embedded Derivative4Notes Payable Officer (including interest payable)Notes Payable otherTotal Current Liabilities Deferred RentCommon Stock Warrant LiabilityTotal LiabilitiesCommitments and ContingenciesShareholders Deficiency:Preferred Stock, $0.001 par value; 5,000,000 shares authorized; Series B Preferred Stock; issued and outstanding 0 at October 31, 2013 and 740 at October 31, 2012. Liquidation preference of $0 at October 31, 2013 and $9,722,570 at October 31, 2012.Common Stock - $0.001 par value; authorized 25,000,000 shares, issued and outstanding 13,719,861 at October 31 2013 and 3,158,419 at October 31, 2012.Additional Paid-In CapitalPromissory Note Receivable0Deficit Accumulated During the Development Stage'Total Shareholders Equity (Deficiency)5TOTAL LIABILITIES & SHAREHOLDERS EQUITY (DEFICIENCY) Statement of Operations Year Ended October 31,7Period from March 1, 2002 (Inception) to October 31,20132012Revenue$-Research & Development Expenses!General & Administrative ExpensesTotal Operating expensesLoss from OperationsOther Income (expense):Interest ExpenseOther Income (Expense)(Loss) on Note RetirementgGain (Loss) on Change in Fair Value of Common Stock Warrant Liability and Embedded Derivative Liability!Net Loss before Income ax BenefitIncome Tax BenefitNet Loss*Dividends Attributable to Preferred Shares#Net Loss applicable to Common Stock,Net Loss per C< ommon Share, Basic and DilutedGWeighted average number of common shares outstanding, basic and diluted< Period from March 1, 2002 (inception) to October 31, 2013 PreferredStock CommonStock*Promissory Noteand Interest ReceivableAdditional Paid-inCapital4Deficit Accumulated Duringthe Development Stage#Shareholders Equity (Deficiency)!Numberof Sharesof OutstandingAmount!Numberof sharesof outstandingPreferred stock issuedCommon Stock Issued3Options granted to consultants & professionalsJRetroactive restatement to reflect re-capitalization on Nov. 12, 2004Balance at December 31, 20020Note payable converted into preferred stock5Options granted to consultants and professionalsNet lossBalance at December 31, 2003!Stock dividend on preferred stock5Options granted to consultants and professionalsBalance at October 31, 2004ECommon Stock issued to Placement Agent on re-capitalizationEffect of re-capitalization/Conversion of Note payable to Common StockHIssuance of Common Stock for cash, net of shares to Placement Agent,Issuance of common stock to consultantsPIssuance of common stock in connection with the registration statementIssuance costsbRestatement to reflect re-capitalization on Nov. 12, 2004 including cash paid of $44,940Balance at October 31, 2005/Options granted to employees and directors,Conversion of debenture to Common Stock8Issuance of Common Stock to employees and directorsBalance at October 31, 2006Common Stock issuedOffering ExpensesAWarrants issued on conjunction with issuance of common stockBalance at October 31, 2007Common Stock Penalty SharesWarrants issued to consultantBalance at October 31, 20082Common stock issued upon exercise of warrants"Warrants classified as a liability!Issuance of common Stock Warrants5Options granted to professionals and consultants8Issuance of common stock to employees and directors,Issuance of common stock to consultants Net IncomeBalance at October 31, 2009Preferred Stock issued/Options granted to employees and directors8Common stock issued upon conversion of Bridge NotesCommon stock issued to Numoda6Common stock issued to University of Pennsylvania3Common stock issued to employees and directors,Common stock issued to former employees!Issuance of common stock warrantsBalance at October 31, 2010Preferred Stock redeemedOptions granted to consultants2Common stock issued upon exchange of warrants:Common stock issued upon conversion of May 2011 Notes+Common stock issued to former employee"Common stock issued to consultants4Reclassification of warrant liability to equity\Reclassification of Embedded Derivative Liability to Beneficial Conversion Feature$Interest on Optimus Notes ReceivableEReclassification of interest receivable to-date on Optimus notesBalance at October 31, 2011?Stock compensation to employees, directors and consultantsGIssuance of shares upon conversion of convertible promissory notes[Fair value of equity warrants issued in connection with Rodman May 2012 Financing5Common stock issued upon conversion of JMJ NotesBCommon stock issued to directors as earned stock compensation4Issuance of shares to employees under ESPP PlanZIssuance of shares to investors as part of the May 2012 Debt for Equity Exchange=Issuance of shares under Numoda Stock Purchase Agreement6Issuance of shares under JMJ Settlement Agreement Exchange of Platinum Bridge NoteIssuance of shares to SociusBalance at October 31, 2012GIssuance of shares upon conversion of convertible promissory notesDIssuance of shares to investors under stock purchase agreementsFractional shares cashed out1Issuance of shares under Hanover Equity Line2Issuance of shares under Ironridge SettlementQTo record Beneficial Conversion Feature on convertible promissory notes?Notice of Redemption and Settlement Agreement with OptimusBrio SettlementAIssuance of earned but not issued shares to former employees!Partial conversion of Moore Notes=Issuance of shares under exchange agreement with Redwood;Issuance of shares under conversion agreement with JMJAdvaxis Public OfferingBalance at October 31, 2013 Statement of Cash Flows PeriodfromMarch12002 Yearended(Inception)to October31,OPERATING ACTIVITIESKAdjustments to reconcile net loss to net cash used in operating activities:CNon-cash charges to consultants and employees for options and stock(Amortization of deferred financing costs8Amortization of discount on convertible promissory notesImpairment of intangible assetsNon-cash interest expenseB(Gain) Loss on change in value of warrants and embedded derivativeWarrant expenseSettlement expense$Employee Stock Purchase Plan expenseValue of penalty shares issuedDepreciation expense#Amortization expense of intangiblesWrite off of intangible assetsInterest IncomeLoss on note retirement,Change in operating assets and liabilities :'(Increase) decrease in prepaid expenses"(Increase) in other current assets(Increase) in other assetsDecrease in deferred expenses<Increase (Decrease) in accounts payable and accrued expensesIncrease in interest payable(Decrease) in deferred rent%Net cash used in operating activitiesINVESTING ACTIVITIES.Cash paid on acquisition of Great Expectations,Proceeds from sale of property and equipment"Purchase of property and equipmentCost of intangible assets%Net cash used in Investing ActivitiesFINANCING ACTIVITIESProceeds from convertible notesRepayment of convertible notes1(Increase) decrease in deferred offering expenses&Cash paid for deferred financing costsProceeds from notes payableProceeds from Officer LoanRepayment of Officer Loan+Net proceeds of issuance of Preferred Stock#Payment on cancellation of Warrants&Proceeds from the exercise of warrants(Net proceeds of issuance of Common Stock)Net cash provided by Financing ActivitiesNet increase (decrease) in cashCash at beginning of periodCash at end of period4 Supplemental Disclosures of Cash Flow Information YearEnded October31,7Periodfrom March1,2002 (Inception)to October31,Cash paid for InterestH Supplemental Schedule of Noncash Investing and Financing Activities &Equipment acquired under notes payableCommon stock issued to Founders?Notes payable and accrued interest converted to Preferred Stock!Stock dividend on Preferred Stock5Accounts Payable from vendors settled in Common Stock;Accounts Payable from consultants settled with Common StockQNotes payable and embedded derivative liabilities converted to Common Stock-Intangible assets acquired with notes payable,Intangible assets acquired with common stockhDebt discount in connection with recording the original value of the embedded derivative liabilityEAllocation of the original secured convertible debentures to warrants@Allocation of the warrants on convertible notes as debt discountSCancellation of Note Receivable in connection with Preferred Stock Redemption7Note receivable in connection with exercise of warrants,Common stock issued in exchange for warrants;Warrants Issued in connection with issuance of Common Stock>Warrants Issued in connection with issuance of Preferred Stock AsofOctober31,Warrants Stock Options0Convertible Debt (using the if-converted method)Total) Accounting for Stock Issued to Employees9March1,2002 (dateof inception)to October31, 2013Net Loss as reported=Add: Stock based option expense included in recorded net lossQDeduct stock option compensation expense determined under fair value based methodAdjusted Net Loss 4. PROPERTY AND<c EQUIPMENT Laboratory EquipmentAccumulated DepreciationNet Property and Equipment 5. INTANGIBLE ASSETS LicensePatentsTotal intangiblesAccumulated AmortizationIntangible AssetsYear ended October 31,20142015201620172018 6. ACCRUED EXPENSES: Salaries and other compensationClinical TrialVendors ConsultantsFinancing costsLegalInterest PayableShare PurchaseOther; 7. CONVERTIBLE NOTES & FAIR VALUE OF EMBEDDED DERIVATIVE October 31, 2013October 31, 2012October 2011 Note FinancingDecember 2011 Note FinancingMay 2012 Note Financing Bridge Notes JMJ FinancialHanover Holdings NoteMagna Chris FrenchAsherYvonne Paterson James PattonTotal Convertible NotesUnamortized discount$Current Portion of Convertible Notes0Long-term Convertible Notes less current portion$ Warrants TypeExercise PriceExpirationDateTypeofFinancing"Exchange Warrants - Nonexercisable October 2014July 2012 ExchangesCommon Stock Purchase WarrantMay 2015#May 2011 Convertible Debt FinancingOctober 2014 - October 2015#Oct 2011 Convertible Debt FinancingMay 2015 - January 2016(December 2011 Convertible Debt FinancingMay 2017#May 2012 Convertible Debt Financing $9.24-21.25December 2013-April 2015 December 2015Stock Purchase AgreementN/AVendor & Other $10.625-18.75May 2014 May 2017,Placement Agent Convertible Debt Financing October 2018Former Officer Consultant August 2016 5.625-10.625October 2015-August 20174August September 2012 Convertible Promissory Notes(Representative Advaxis Public Offering Grand Total!Exchange Warrants- NonexercisableJuly 2012 Warrant ExchangesOctober 2014-October 2015'October 2011 Convertible Debt FinancingJanuary 2015-January 2016 $14.95-21.25January 2013-April 2015 6.625-18.75 Subtotal:TBD (1) April 2014%Preferred Stock Agreement (4/04/2011) 10/31/2013 10/31/2012Exercise Price: $2.76-21.25 $6.625-21.25 Stock PriceExpected term: 61-1371 days 81-1736 days Volatility %98.89%-186.24%66.51%-146.78%Risk Free Rate: ..035%-.94% 0.09-0.56% 12. STOCK OPTIONS: Shares"Weighted Average Exercise Price7WeightedAverage Remaining ContractualLifeIn YearsAggregate IntrinsicValue"Outstanding as of October 31, 2011GrantedCancelled or Expired"Outstanding as of October 31, 2012"Outstanding as of October 31, 2013(Vested & Exercisable at October 31, 2013 YearEndedExpected volatility138.05%143.00% Expected LifeDividend yieldRisk-free interest rate2.04%2.10%Forfeiture Rate4.4% Employment Agreements %ofbasesalaryincashinstockFederalCurrentDeferredState and LocalChange in valuation allowanceIncome tax provision (benefit) Years EndedDeferred Tax AssetsNet operating loss carryoversStock-based compensationOther deferred tax assetsTotal deferred tax assetsValuation allowance.Deferred tax asset, net of valuation allowanceDeferred Tax LiabilitiesOther deferred tax liabilitiesTotal deferred tax liabilities"Net deferred tax asset (liability)US Federal statutory rate34.00%(State income tax, net of federal benefit Debt discount,Fair value of common stock warrant liability,Deferred tax true-up - permanent differences&Non-deductible loss on note retirementDeferred tax adjustment9Income tax benefit from sale of New Jersey NOL carryoversOther permanent differencesIncome tax (provision) benefit3.50%2.90% 16. FAIR VALUE October31,2013Level1Level2Level3_Common stock warrant liability, warrants exercisable at $2.76 - $21.25 from through August 2017$$October31,2012lCommon stock warrant liability, warrants exercisable at $6.63 - $21.25 from October 2012 through August 2017Embedded Derivative Liability$ShorttermConvertibleNotesPayableMay 2012 Notes-Hanover PIPE Notes September & October 2012Magna Exchange Note Asher NoteFrench, Patton & Paterson Notes:Short-term convertible Notes and FV of Embedded Derivative$ Common stock warrant liability: #Beginning balance: October 31, 2012/Reclassification of warrant liability to equity#Exercises and exchanges of warrants?Issuance of additional warrants due to anti-dilution provisionsChange in fair value#Beginning balance: October 31, 2011% Convertible notes at fair value: $Beginning balance October 31, 2012Issuance of notes Transfer-outChange in Fair Value of notes!Ending balance October 31, 2013May2012NotesIssuance of C/S warrantsChanges in fair valueHanoverPIPENotesMagnaExchangeNoteConversions to common stockFrench,Patton&PatersonNotesIssuance of warrantsJanuary29, 2014/s/Daniel J. O ConnorName: Daniel J. O ConnorTitle: Chief Executive Officer/s/Mark J. RosenblumName: Mark J. RosenblumCTitle: Chief Financial Officer, Senior Vice President and SecretaryG AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Date: January29, 2014/s/ Daniel J. O ConnorName:Title:Chief Executive OfficerDate: January 29, 2014/s/ Mark J. 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