ࡱ;   !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~Root Entry  \pCalc Ba=\  !"#$%&'()*+,-.=@ 8X@"1Calibri1Arial1Arial1Arial1Calibri1Calibri General;6_(\$* #,##0.00_);_(\$* \(#,##0.00\);_(\$* \-??_);_(@_) #,##0 #,##0.003._(\$* #,##0_);_(\$* \(#,##0\);_(\$* \-_);_(@_)\(#,##0_);[RED]\(#,##0\)!"($"#,##0_);[RED]"($"#,##0\)'""($"#,##0.00_);[RED]"($"#,##0.00\)#\(#,##0.00_);[RED]\(#,##0.00\)                + ) , *   ( (  (  $ (8      $ (    $  $ (8   ( `part ii part ii-1"Ctreasury share repurchases"Ycomparison of cumulative t$?comparison of cumulative t-1"}research and development e$)research and development e-1"tabular disclosure of cont$[tabular disclosure of cont-1$tabular disclosure of cont-2$tabular disclosure of cont-3$tabular disclosure of cont-4 balance sheets kstatements of operations"statements of shareholders?statement of cash flows"_ supplemental disclosures o"supplemental schedule of n!net income loss per share' 3 investments3 investments-1 !4 property and equipment&5 intangible assets+5 intangible assets-1M.6 accrued expenses"E27 common stock purchase wa8warrant liability"<8 share based compensation#Arestricted stock units rsusF stock optionsNstock options-1;Xstock options-2"\10 commitments and conting`11 income taxese11 income taxes-1k11 income taxes-2"qselected quarterly financi$uselected quarterly financi-1$zselected quarterly financi-2$y~selected quarterly financi-3"ۀsection 302 of the sarbane$section 302 of the sarbane-1$Isection 302 of the sarbane-2$ section 302 of the sarbane-3"as adopted pursuant to sec$Was adopted pursuant to sec-1T/..      !"#$%&'()*+,-.3  @@   PART IIFiscal 2017HighLowFourth QuarterThird QuarterSecond QuarterFirst QuarterFiscal 2016Treasury Share RepurchasesPeriod/(a) Total Number of Shares Purchased (1)'(b) Average Price Paid Per Share_(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsV(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program(February 1, 2017  February 29, 2017N/A July 1, 2017  July 31, 2017Total&COMPARISON OF CUMULATIVE TOTAL RETURN*Year Ended October 31,20172016201520142013"Statements of Operations Data:Revenue$-Operating Expenses:%Research and Development Expenses'General and Administrative ExpensesTotal Operating ExpensesLoss from OperationsOther Income (Expense):Interest Income7Net Changes in Fair Value of Derivative Liabilities(Loss) on Note Retirement-Other Income (Expense), Net&Net Loss Before Income Tax BenefitIncome Tax Benefit.Dividends Attributable to Preferred Shares'Net Loss Applicable to Common Stock Net Loss0Net Loss per Common Share, Basic and DilutedKWeighted Average Number of Common Shares Outstanding, Basic and DilutedOctober 31,Balance Sheet Data:1Cash and Cash Equivalents and Investments (a)Working capitalTotal Assets"Common Stock Warrant LiabilityAccumulated DeficitTotal Shareholders Equity!Research and Development ExpensesYear ended October 31,HPV-associated cancersProstate cancerNeoantigen therapyPersonnel expensesProfessional feesLaboratory costs!Other clinical trial expensesOther expensesPartner reimbursements(Total research & development expenseHPV-associated cancersOther clinical trial expensesOther expenses(Total research & development expense-Tabular Disclosure of Contractual ObligationsPayments Due by PeriodContractual ObligationsLess than 1 year 1-3 years 3-5 yearsMore than 5 yearsOperating LeasesEmployment Agreements!Consulting and other ServicesExhibit NumberDescription of ExhibitsForm of Common Stock Purchase Warrant issued to Dr. James Patton. Incorporated by reference to Exhibit 4.23 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 Representative s Warrant. Incorporated by reference to Exhibit 4.19 to Registration Statement on Form S-1/A (File No. 333-188637) filed with the SEC on September 27, 2013.Common Stock purchase warrant, dated as of March 19, 2014, by and between Advaxis, Inc. and Aratana Therapeutics, Inc. Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.Form of Representative s Warrant related to the Underwriting Agreement, dated as of March 31, 2014, by and between Advaxis, Inc. and Aegis Capital Group. Incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.2004 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.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.Note purchase agreement, dated as of May 9, 2011, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 10.1 to Amendment to Current Report on Form 8-K/A filed with the SEC on May 12, 2011.2011 Omnibus Incentive Plan of registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on August 29, 2011.2011 Employee Stock Purchase Plan. Incorporated by reference to Annex B to DEF 14A Proxy Statement filed with the SEC on August 29, 2011.Amendment No. 1 to the Advaxis, Inc. 2011 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on December 20, 2011.Exchange Agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on May 18, 2012.Amendment, Consent and Waiver Agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on May 18, 2012.Note purchase agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on May 18, 2012.Registration Rights Agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the SEC on May 18, 2012.HAmendment No. 1, dated as of March 26, 2007, 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 10.1 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.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. 10.17 ! 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.Indemnification Agreement. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on August 20, 2013. 10.19 ! Employment Agreement between Advaxis, Inc. and Robert Petit, dated September 26, 2013. Incorporated by reference to Exhib< it 10.70 to Registration Statement on Form S-1/A (File No. 333-188637) filed with the SEC on September 27, 2013.10.20! Employment 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, 2013.10.21! 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.Exclusive License and Technology Transfer Agreement by and between Advaxis, Inc. and Global BioPharma, Inc., dated December 9, 2013. Incorporated by reference to Exhibit 10.79 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014.10.23! Amendment No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Daniel J. O Connor. Incorporated by reference to Exhibit 10.82 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014.10.24! Amendment No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Gregory T. Mayes, III. Incorporated by reference to Exhibit 10.82 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014.10.25! Amendment No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Mark J. Rosenblum. Incorporated by reference to Exhibit 10.82 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014.10.26! Amendment No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Robert G. Petit. Incorporated by reference to Exhibit 10.82 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014.Distribution and Supply Agreement, dated as of January 20, 2014, by and between Advaxis, Inc. and Biocon, Limited. Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q filed with the SEC on March 17, 2014.Exclusive License Agreement, dated March 19, 2014, by and between Advaxis, Inc. and Aratana Therapeutics, Inc. Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.10.29! Employment Agreement, dated March 24, 2014, by and between Advaxis, Inc. and Sara M. Bonstein. Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.10.30! Amendment No. 2, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Daniel J. O Connor. Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.10.31! Amendment No. 2, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Gregory T. Mayes. Incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.10.32! Amendment No. 2, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Robert G. Petit. Incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.10.33! Amendment No. 1, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Sara M. Bonstein. Incorporated by reference to Exhibit 10.8 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.10.34! Employment Agreement, dated October 20, 2014, by and between Advaxis, Inc. and David J. Mauro. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 21, 201410.35! Form of Restricted Stock Agreement between Advaxis, Inc. and David J. Mauro, dated October 20, 2014. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 21, 2014.Clinical Trial Collaboration Agreement, dated July 21, 2014, by and between Advaxis, Inc. and MedImmune, LLC. Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on September 9, 2014.5th Amendment to the Amended & Restated License Agreement, dated July 25, 2014, by and between Advaxis, Inc. and University of Pennsylvania. Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed with the SEC on September 9, 2014.Amendment No. 2 to the Advaxis, Inc. 2011 Omnibus Incentive Plan, effective July 9, 2014. Incorporated by reference to Annex A to Current Report on Schedule 14A filed with the SEC on May 20, 2014.Amended and Restated 2011 Omnibus Incentive Plan, dated September 8, 2014. Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on September 9, 2014.Master Services Agreement for Technical Transfer and Clinical Supply, dated February 5, 2014, by and between Advaxis, Inc. and SynCo Bio Partners B.V. Incorporated by reference to Exhibit 10.1 to Current Report to Form 8-K filed with the SEC on February 11, 2014.Clinical Trial Collaboration and Supply Agreement by and between Advaxis, Inc. and Merck & Co. dated August 22, 2014. Incorporated by reference to Exhibit 10.101 to Annual Report on Form 10-K filed with the SEC on January 6, 201510.42! Amendment No. 1, dated as of April 17, 2015, to the Employment Agreement by and between Advaxis, Inc and David J. Mauro. Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed with the SEC on June 15, 2015.10.43! Amendment No. 2, dated as of April 17, 2015, to the Employment Agreement by and between Advaxis, Inc and Sara M. Bonstein. Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed with the SEC on June 15, 2015.10.44! Amendment No. 3, dated as of April 17, 2015, to the Employment Agreement by and between Advaxis, Inc and Daniel J. O Connor. Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on June 15, 2015.10.45! Amendment No. 3, dated as of April 17, 2015, to the Employment Agreement by and between Advaxis, Inc and Gregory T. Mayes. Incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed with the SEC on June 15, 2015.10.46! Amendment No. 3, dated as of April 17, 2015, to the Employment Agreement by and between Advaxis, Inc and Robert G. Petit. Incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q filed with the SEC on June 15, 2015.Exclusive License Agreement, dated August 25, 2015, by and between Advaxis, Inc. and Knight Therapeutics, Inc. Incorporated by reference to Exhibit 10.57 to Annual Report on Form 10-K filed with the SEC on January 8, 2016.Securities Purchase Agreement, dated as of August 25, 2015, between Advaxis, Inc., Knight Therapeutics Inc., and Sectoral Asset Management. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 28, 2015.10.49! Amendment No. 4, dated as of December 31, 2015, to the Employment Agreement by and between Advaxis, Inc and Robert G. Petit. Incorporated by reference to Exhibit 10.58 to Annual Report on Form 10-K filed with the SEC on January 8, 2016.10.50! Amendment No. 3, dated as of December 31, 2015, to the Employment Agreement by and between Advaxis< , Inc and Sara M. Bonstein. Incorporated by reference to Exhibit 10.59 to Annual Report on Form 10-K filed with the SEC on January 8, 2016.10.51! Amendment No. 4, dated as of December 31, 2015, to the Employment Agreement by and between Advaxis, Inc and Daniel J. O Connor. Incorporated by reference to Exhibit 10.60 to Annual Report on Form 10-K filed with the SEC on January 8, 2016.10.52! Amendment No. 4, dated as of December 31, 2015, to the Employment Agreement by and between Advaxis, Inc and Gregory T. Mayes. Incorporated by reference to Exhibit 10.61 to Annual Report on Form 10-K filed with the SEC on January 8, 2016.Co-Development and Commercialization Agreement between Advaxis, Inc. and Especificos Stendhal SA de CV dated February 3, 2016. Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on February 26, 2016.Change of Control Plan dated February 24, 2016. Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on February 26, 2016.License and Collaboration Agreement, dated August 2, 2016, by and between Advaxis, Inc. and Amgen Inc. Incorporated by reference to Exhibit 10.57 to Annual Report on Form 10-K filed with the SEC on January 9, 2017.Securities Purchase Agreement, dated as of August 1, 2016, between Advaxis, Inc. and Amgen, Inc. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 2, 2016.Placement Agency Agreement, dated as of August 16, 2016, between Advaxis, Inc. Jefferies LLC and Barclay s Capital Inc., as representatives. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 16, 2016.10.58! Separation Agreement and General Release, dated July 6, 2017, between Advaxis, Inc. and Daniel J. O Connor. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 7, 2017.10.59! Employment Agreement, dated July 18, 2017, by and between Advaxis, Inc. and Anthony Lombardo. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 21, 2017.BALANCE SHEETSASSETSCurrent assets:Cash and cash equivalentsRestricted cash InvestmentsIncome tax receivableDeferred expenses-Prepaid expenses and other current assetsTotal current assets<Property and equipment (net of accumulated depreciation)7Intangible assets (net of accumulated amortization)Other assetsTotal assets(LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payableAccrued expensesDeferred revenueOther current liabilitiesTotal current liabilitiesOther liabilitiesTotal liabilities+Commitments and contingencies  Note 10Shareholders equity:Preferred stock, $0.001 par value; 5,000,000 shares authorized; Series B Preferred Stock; 0 shares issued and outstanding at October 31, 2017 and 2016. Liquidation preference of $0 at October 31, 2017 and 2016.Common stock - $0.001 par value; 65,000,000 shares authorized, 41,206,538 shares issued and outstanding at October 31, 2017 and 40,057,067 shares issued and 40,041,047 shares outstanding at October 31, 2016.Additional paid-in capital\Treasury stock, at cost, 0 shares at October 31, 2017 and 16,020 shares October 31, 2016Accumulated deficitTotal shareholders equity.Total liabilities and shareholders equitySTATEMENTS OF OPERATIONSOperating expenses:%Research and development expenses'General and administrative expensesTotal operating expensesLoss from operationsOther income (expense):Interest income7Net changes in fair value of derivative liabilitiesOther income (expense), net&Net loss before income tax benefitIncome tax benefit Net loss0Net loss per common share, basic and dilutedKWeighted average number of common shares outstanding, basic and diluted"STATEMENTS OF SHAREHOLDERS EQUITYPreferred StockCommon StockAdditional Paid-InTreasury Stock AccumulatedTotal Shareholders SharesAmountCapitalDeficitEquityBalance at October 31, 2014Stock based compensationJTax withholdings paid related to net share settlement of equity awards*Tax withholdings paid on equity awards@Tax shares sold to pay for tax withholdings on equity awards0Common Stock issued upon exercise of options1Common Stock issued upon exercise of warrants1Conversion of notes payable into common stock3Issuance of shares to employees under ESPP Plan'Advaxis registered direct offeringsAdvaxis Public OfferingBalance at October 31, 20151Common stock issued upon exercise of warrants"Sale of common shares to AmgenBalance at October 31, 2016Advaxis at-the-market salesBalance at October 31, 2017STATEMENT OF CASH FLOWSOPERATING ACTIVITIESOAdjustments to reconcile net loss to net cash used in operating activities:Stock compensationFLoss (gain) on change in value of warrants and embedded derivative5Loss (gain) on disposal of property and equipmentWarrant expense"Write-off of intangible assetsDepreciation expense-Amortization expense of intangible assets;Amortization of premium on held to maturity investmentsDebt conversion expense/Change in operating assets and liabilities:Income taxes receivable)Accounts payable and accrued expenses)Net cash used in operating activities(76, 923,985)INVESTING ACTIVITIESdRestricted cash established with letter of credit agreementPurchases of investments;Proceeds from maturities and redemptions of investments&Purchase of property and equipmentCost of intangible assets7Net cash provided by (used in) investing activitiesFINANCING ACTIVITIES,Net proceeds of issuance of common stock.Proceeds from employee stock purchase plan%Proceeds from exercise of options*Proceeds from the exercise of warrants3Employee tax withholdings paid on equity awardsITax shares sold to pay for employee tax withholdings on equity awards-Net cash provided by financing activities8Net increase (decrease) in cash and cash equivalents2Cash and cash equivalents at beginning of year,Cash and cash equivalents at end of year1Supplemental Disclosures of Cash Flow InformationCash paid for interestCash paid for taxesCSupplemental Schedule of Noncash Investing and Financing ActivitiesCAccounts payable and accrued expenses settled with common stock.Sale of treasury shares pending settlementLProperty and equipment included in accounts payable and accrued expensesNet Income (Loss) per ShareAs of October 31,WarrantsStock optionsRestricted stock units4Convertible debt (using the if-converted method)3. INVESTMENTSOctober< 31, 2017!Amortized Cost, as Adjusted$Gross Unrealized Holding Gains%Gross Unrealized Holding LossesEstimated Fair ValueShort-term investments:Certificates of Deposit&Domestic Governmental Agency LoansU.S Treasury Notes*Total short-term investment securitiesOctober 31, 20164. PROPERTY AND EQUIPMENTLeasehold improvementsLaboratory equipmentFurniture and fixturesComputer equipmentConstruction in progress Total property and equipment-Accumulated depreciation and amortizationNet property and equipment5. INTANGIBLE ASSETSPatentsLicenseSoftwareTotal intangiblesAccumulated amortizationNet intangible assets20182019202020212022 Thereafter6. ACCRUED EXPENSES:#Salaries and other compensationVendorsProfessional feesTotal accrued expenses77. COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY%Weighted Average Exercise Price<Weighted Average Remaining Contractual Life In YearsAggregate Intrinsic Value<Outstanding and exercisable warrants at October 31, 2014IssuedExercised *Expired<Outstanding and exercisable warrants at October 31, 2015 Exercised<Outstanding and exercisable warrants at October 31, 2016<Outstanding and exercisable warrants at October 31, 2017Warrant Liability 10/31/2016 10/31/2015Exercise price $10.63-18.75Stock priceExpected term80.55-0.75 years81.52-1.76 yearsVolatility % 81.84%-87.09% 93.87%-95.00%Risk free rate 0.51%-0.66%.075%8. SHARE BASED COMPENSATIONResearch and developmentGeneral and administrativeRestricted Stock Units (RSUs)Number of RSU s+Weighted-Average Grant Date Fair Value Balance at October 31, 2014:GrantedVested Cancelled Balance at October 31, 2015:Balance at October 31, 2016 Stock Options&Outstanding as of October 31, 2014Cancelled or expired&Outstanding as of October 31, 2015&Outstanding as of October 31, 2016&Outstanding as of October 31, 2017.Vested and exercisable at October 31, 2017Options OutstandingOptions ExercisableWeightedAverageExerciseNumber Remaining IntrinsicPrice Range Outstanding ContractualPriceValue Exercisable$3.63 - $9.99$10.00 - $14.99$15.01 - $19.99$20.00 - $21.25Year EndedOctober 31, 20152Weighted average fair value of options granted85.50-6.50 years85.51-6.51 years35-10 yearsExpected volatility107.07%-110.93%109.23%-115.25%109.26%-154.54%Expected dividends0%Risk free interest rate 1.26%-1.58% 1.65-2.00% 1.41%-2.27%!10. COMMITMENTS AND CONTINGENCIES11. INCOME TAXES:FederalCurrentDeferredState and Local!Change in valuation allowance"Income tax provision (benefit)Years EndedDeferred Tax Assets!Net operating loss carryoversStock-based compensation$Research and development creditsOther deferred tax assetsTotal deferred tax assetsValuation allowance2Deferred tax asset, net of valuation allowanceDeferred Tax Liabilities"Other deferred tax liabilities"Total deferred tax liabilities&Net deferred tax asset (liability)US Federal statutory rate34.00%,State income tax, net of federal benefitPermanent differences=Income tax benefit from sale of New Jersey NOL carryoversOther"Income tax (provision) benefit4.55%3.33%3.31%/. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)Quarter EndedJanuary 31, 2017April 30, 2017July 31, 20177Net loss income per common share, basic and dilutedJanuary 31, 2016April 30, 2016July 31, 2016January 31, 2015April 30, 2015July 31, 2015/s/ Marcum llpMarcum llpNew York, NYDecember 20, 2017/(SECTION 302 OF THE SARBANES OXLEY ACT OF 2002)iI have reviewed this annual report on Form 10-K for the year ended October 31, 2017 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; and+The registrant s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financia<l reporting, to the registrant s auditors and the audit committee of the registrant s board of directors (or persons performing the equivalent functions):All 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.By:/s/ Anthony LombardoName:Anthony LombardoTitle:#Interim Chief Executive Officer/s/ Sara M. BonsteinSara M. 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