ࡱ;   !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~Root Entry  \pCalc Ba=N  !"#$%&'=@ 8X@"1Calibri1Arial1Arial1Arial1Calibri General;6_(\$* #,##0.00_);_(\$* \(#,##0.00\);_(\$* \-??_);_(@_) #,##0\(#,##0_);[RED]\(#,##0\) #,##0.003._(\$* #,##0_);_(\$* \(#,##0\);_(\$* \-_);_(@_)!"($"#,##0_);[RED]"($"#,##0\)'""($"#,##0.00_);[RED]"($"#,##0.00\)#\(#,##0.00_);[RED]\(#,##0.00\)                + ) , *   ( (  $ (8    (     (8  $ (  $  $   ` ˜TableoTable-1Table-2ŨTable-3ǫTable-4KTable-5Table-6eTable-7_Table-8Table-9Table-10Table-11Table-12Table-13YTable-14Table-15iTable-16Table-17Table-18 Table-19k*Table-20-Table-210Table-22+4Table-23 7Table-24:Table-25>Table-26mCTable-27FTable-28]MTable-29STable-30]\Table-31aaTable-32dTable-33)hTable-34jTable-35lTable-36nTable-37qTable-38TH(''      !"#$%&'3  @@    Fiscal2009 Fiscal2008HighLow+First Quarter (November 1-January 31)+Second Quarter (February 1- April 30)%Third Quarter (May 1 - July 31),Fourth Quarter (August 1 - October 31) PlancategoryeNumberofsharesof commonstocktobe issuedonexerciseof outstandingoptions, warrantsandrightsLWeighted- average exerciseprice ofoutstanding options, warrantsand rightsNumberofsecurities remainingavailable forfutureissuance underequity compensationplans (excludingsecurities reflectedinthe previouscolumns)<Equity compensation plans approved by security holders@Equity compensation plans not approved by security holdersTotalMClinical trial expenses increased by $866,111, or 304%, to $1,150,880 from $284,769 primarily due to the close out of our Phase I trial inthe Fiscal 2008 Period which was offset by the start-up costs of our phase II cervical cancer study in India and CIN study in the US both in the Fiscal 2009 Period.Wages, options and lab costs decreased by $215,180 or 18% to $969,639 from $1,184,819 principally due to the recording of the full year s bonus accrual in Fiscal 2008 Period that was reversed in Fiscal 2009 Period or $279,558. No bonus accrual was recorded nor paid in Fiscal 2009 Period. Overall the lab costs were lower by $80,387due to the priority given to the lower cost of grant and publication writing. These lower costs were partially offset by $120,182 in higher option expense relating to new grants in Fiscal 2009 Period and $24,583 in wages primarily due to the new hire of the Executive Director, Product Developmentin March 2008.Consulting expenses decreased by $25,195, or 18%, to $114,970 from $140,165, principally due to higher option expense of $54,903 recorded in Fiscal 2009 Period relating to the true-up of unvested options at higher stock prices compared to a credit to option expense of $42,307 due to the true up of unvested option expense recorded in prior fiscal periods at lower stock prices. This increase of option expense which was offset in part by the lower effort required to prepare the Investigational New Drug filing for the FDA or $80,098 in the Fiscal 2009 Period compared to the same period last year.!Subcontracted research expenses decreased by $172,473, or 100%, to $0 from $172,473 reflecting the completion of the project prior to Fiscal 2009 Period performed by Dr. Paterson at Penn, pursuant to a sponsored research agreement ongoing in the Fiscal 2008 Period.!Manufacturing expenses decreased by $592,907, to $80,067 from $672,974, or 88% resulting from the completion of our clinical supply program for the upcoming phase II trials prior to Fiscal 2009 Period compared to the manufacturing program in the Fiscal 2008 Period.Toxicology study expenses decreased by $26,640, to $0 or 100% due the completion in Fiscal 2008 Period of our toxicology study by Pharm Olam in connection with our ADXS111-001 product candidates in anticipation of clinical studies in 2008.Consulting fees decreased by $350,136, or 82%, to $77,783 from $427,919.This decrease was primarily attributed to a one-time payment in settlement of Mr. Appel s (our previous President & CEO) employment agreement of $144,615 recorded in the Fiscal 2008 Period. In addition, consulting expenses were sharply down by $255,521 due to no financial advisor fees in Fiscal 2009 Period compared to $256,571 recorded in the Fiscal 2008 Period attributed to the close of the October 17, 2007 offering. These lower fees were partially offset by $50,000 fees recorded for the Sage Group (Business Development Consultants) in Fiscal 2009 Period for seeking corporate partnerships that didn t occur in Fiscal 2008 Period.MOffering expenses increased by $396,128 to $449,646 from $53,518. The $396,128 increase in offering expenses recorded in Fiscal 2009 Period consists of legal costs in preparation for financial raises and SEC filings that didn t occur in Fiscal 2008 Period, partially offset by non-cash warrants expense.nIncreases in legal, accounting, professional and public relations expenses of $77,389, or 14%, to $643,032 from $565,643, primarily as a result of a higher overall legal, patent expenses and filing fees of $107,870 partially offset by lower public relations and tax preparation fees in Fiscal 2009 Period than in the Fiscal 2008 Period.aAmortization of intangibles and depreciation of fixed assets decreased by $86,189, or 44%, to $111,156 from $197,345 primarily due to a $91,453 write-off of our trademarks in the Fiscal 2008 Period partially offset by an increase in fixed assets and intangibles in the Fiscal 2009 Period compared to the Fiscal 2008 Period.Analysis Research cost decreased by $101,949 or 100%, to $0 from $101,949 due to a one time report and business analysis report in the Fiscal 2008 Period not repeated in Fiscal 2009 Period.Recruiting fees for the Executive Director of Product Development in Fiscal 2008 Period was $63,395 and there was no such expense in Fiscal 2009 Period.Overall occupancy and conference related expenses decreased by $165,442 or 40% to $250,290 from $415,732. Conference and dues and subscription expenses have decreased by $145,396 in the Fiscal 2009 Period due to lower participation in cancer conferences. In addition lower travel related to the reduced conferences attendance, taxes and other miscellaneous expenses amounted to a decrease of $20,046 in the Fiscal 2009 Period than incurred inFiscal 2008 Period.Nameand Principal Position FiscalYear Salary($) Bonus($)Stock Award(s) (1)($)Option Award(s) (1)AllOther Compensation($) Total($)ThomasA. Moore,2009 CEO and Chairman2008Dr. John Rothman,-2Executive VP of Science & OperationsFredrick D. Cobb,VP Finance OptionAwards StockAwardsNameCNumberof Securit< ies Underlying Unexercised Options(#) ExercisableENumberof Securities Underlying Unexercised Options(#) Unexercisable^Equity Incentive PlanAwards: Numberof Securities Underlying Unexercised Unearned Options(#)Option Exercise Price($)Option Expiration Date;Numberof Sharesor Unitsof StockThat HaveNot Vested(#)AMarketValue ofSharesor UnitsofStock ThatHave NotVested($)gEquityIncentive PlanAwards: Numberof Unearned Shares,Unitsor OtherRights ThatHaveNot Vested(#)xEquityIncentivePlan Awards:Marketor PayoutValueof UnearnedShares, UnitsorOtherRights ThatHave NotVested($)Thomas A. Moore7/21/1912/15/16Dr. John Rothman3/1/153/29/162/15/17Fredrick D. Cobb2/20/169/21/16Fees Earned orPaid inCash ($)Stock Awards ($)Option Awards ($)(1)Allother Compensation ($) Total ($)Roni A. AppelDr. James PattonDr. Thomas McKearnRichard Berman$NameandAddressofBeneficialOwner7Numberof Sharesofour CommonStock BeneficiallyOwned&Percentage ofClass BeneficiallyOwnedOptimus CG II Ltd.9.0%5.6%5.1%1.3%2.4%*2.1%Fredrick Cobb**1.2%@All Directors and Executive Officers as a Group (7 people)17.2%FiscalYear 2009FiscalYear 2008)Audit Fees-McGladrey and Pullen LLP1Audit Related Fees-McGladrey and Pullen LLP&Tax Fees-RSM McGladrey, Inc. (1)Registration Rights Agreement between the registrant and the parties to the SPA, dated as of October 17, 2007.Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 23, 2007.Placement Agency Agreement between the registrant and Carter Securities, LLC, dated as of October 17, 2007.Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on October 23, 2007.Engagement Letter between the registrant and Carter Securities, LLC, dated August 15, 2007.Incorporated by reference to Exhibit 10.3(a) to Current Report on Form 8-K filed with the SEC on October 23, 2007.Agreement between the registrant and YA Global Investments, L.P. f/k/a Cornell Capital Partners, L.P., dated August 23, 2007.Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the SEC on October 23, 2007.Memorandum of Agreement between the registrant and CAMHZN Master LDC and CAMOFI Master LDC, purchasers of the Units consisting of common stock, $0.20 (prior to anti-dilution adjustments) warrants, and $0.001 warrants, dated October 17, 2007.Incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed with the SEC on October 23, 2007.Advisory Agreement between the registrant and Centrecourt Asset Management LLC, dated August 1, 2007.Incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed with the SEC on October 23, 2007.Share Exchange and Reorganization Agreement, dated as of August 25, 2004, by and among the registrant, Advaxis and the shareholders of Advaxis.Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on November 18, 2004.Security Agreement dated February 2, 2006 between the registrant and Cornell Capital Partners, L.P.Incorporated by reference to Exhibit 10.06 to Current Report on Form 8-K filed with the SEC on February 8, 2006.Investor Registration Rights Agreement dated February 2, 2006 between the registrant and Cornell Capital Partners, LP.Incorporated by reference to Exhibit 10.05 to Current Report on Form 8-K filed with the SEC on February 8, 2006.2004 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 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 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.,Consultancy Agreement, dated as of January 19, 2005, by and between LVEP Management, LLC.and the registrant.Incorporated by reference to Exhibit 10.9 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Amendment to Consultancy Agreement, dated as of April 4, 2005, between LVEP Management LLC and the registrant.Incorporated by reference to Exhibit 10.27 to Annual Report on Form 10-KSB filed with the SEC on January 25, 2006.Second Amendment dated October 31, 2005 to Consultancy Agreement between LVEP Management LLC and the registrant.Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on November 9, 2005.Third Amendment dated December 15, 2006 to Consultancy Agreement between LVEP Management LLC and the registrant.Incorporated by reference to Exhibit 9.01 to Current Report on Form 8-K filed with the SEC on December 15, 2006.&Consultancy Agreement, dated as of January 22, 2005, by and between Dr. Yvonne Paterson and Advaxis, Inc.Incorporated by reference to Exhibit 10.12 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).#Consultancy Agreement, dated as of March 15, 2003, by and between Dr. Joy A. Cavagnaro and Advaxis, Inc.Incorporated by reference to Exhibit 10.13 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).-Consulting Agreement, dated as of July 2, 2004, by and between Sentinel Consulting Corporation and Advaxis, Inc.Incorporated by reference to Exhibit 10.15 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).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).Securities Purchase Agreement, dated as of January 12, 2005, by and between the registrant and Harvest Advaxis LLC.Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on January 18, 2005.Registration Rights Agreement, dated as of January 12, 2005, by and between the registrant and Harvest Advaxis LLC.Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on January 18, 2005.Letter Agreement, dated as of January 12, 2005 by and between the registrant and Robert T.Harvey.Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on January 18, 2005."Consultancy Agreement, dated as of January 15, 2005, by and between Dr. David Filer and the registrant.Incorporated by reference to Exhibit 10.20 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).5Consulting Agreement, dated as of January 15, 2005, by and between Pharm-Olam International Ltd. and the registrant.Inco< rporated by reference to Exhibit 10.21 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Letter Agreement, dated February 10, 2005, by and between Richard Berman and the registrant.Incorporated by reference to Exhibit 10.23 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Employment Agreement, dated February 8, 2005, by and between Vafa Shahabi and the registrant.Incorporated by reference to Exhibit 10.24 to Pre-Effective Amendment No. 2 filed on April 28, 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).3Clinical Research Services Agreement, dated April 6, 2005, between Pharm-Olam International Ltd. and the registrant.Incorporated by reference to Exhibit 10.26 to Pre-Effective Amendment No. 4 filed on June 9, 2005 to Registration Statement on Form SB-2 (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).Letter Agreement between the registrant and Investors Relations Group Inc., dated September 27, 2005.Incorporated by reference to Exhibit 10.31 to Post-Effective Amendment filed on January 5, 2006 to Registration Statement on Form SB-2 (File No. 333-122504).Consultancy Agreement between the registrant and Freemind Group LLC, dated October 17, 2005.Incorporated by reference to Exhibit 10.32 to Post-Effective Amendment filed on January 5, 2006 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.Employment Agreement dated February 9, 2006 between the registrant and Fred Cobb.Incorporated by reference to Exhibit 10.35 to the Registration Statement on Form SB-2 (File No. 333-132298) filed with the SEC on March 9, 2006.Termination of Employment Agreement between J. Todd Derbin and the registrant dated October 31, 2005.Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on November 9, 2005.Consulting Agreement dated June 1, 2006 between the registrant and Biologics Consulting Group Inc.Incorporated by reference to Exhibit 10.40 to Annual Report on Form 10-KSB field with the SEC on February 13, 2007.Consulting Agreement dated June 1, 2006 between the registrant and Biologics Consulting Group Inc., as amended on June 1, 2007.Incorporated by reference to Exhibit 10.42(i) to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.Master Contract Service Agreement between the registrant and MediVector, Inc. dated May 20, 2007. Incorporated by reference to Exhibit 10.44 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.Letter of Agreement, dated November 21, 2007, between Crystal Research Associates, LLC and the registrant. Incorporated by reference to Exhibit 10.45 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.QService Proposal O781, dated May 14, 2007, to the StrategicCollaboration and Long Term Vaccine Supply Agreement, dated October 31, 2005, between the registrant and Cobra Biomanufacturing Plc. Incorporated by reference to Exhibit 10.46 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.RService Proposal, dated September 20, 2007, to the StrategicCollaboration and Long Term Vaccine Supply Agreement, dated October 31, 2005, between the registrant and Cobra Biomanufacturing Plc. Incorporated by reference to Exhibit 10.47 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.Consulting Agreement, dated May 1, 2007 between the registrant and Bridge Ventures, Inc. Incorporated by reference to Exhibit 10.48 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.Consulting Agreement, dated August 1, 2007 between the Company and Dr. David Filer. Incorporated by reference to Exhibit 10.49 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.Employment Agreement dated February 29, 2008 between the registrant and Christine Chansky. Incorporated by reference to Exhibit 10.50 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.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.Lease Extension Agreement dated June 1, 2008 by and between New Jersey Economic Development Authority and the registrant. Incorporated by reference to Exhibit 10.55 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.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.Agreement, dated as of December 8, 2008, by and between The Sage Group and the registrant. Incorporated by reference to Exhibit 10.59 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Service Agreement dated January 1, 2009 by and between AlphaStaff, Inc. and the registrant. Incorporated by reference to Exhibit 10.60 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Letter of Intent dated November 20, 2008 by and between Numoda Corporation and the registrant. Incorporated by reference to Exhibit 10.61 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Consulting Agreement dated December 1, 2008 by and between Conrad Mir and the registrant. Incorporated by reference to Exhibit 10.62 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Form of Note Purchase Agreement. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on June 19, 2009.Form of Security Agreement. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on June 19, 2009.Form of Subordination Agreement. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on June 19, 2009.Preferred Stock Purchase Agreement dated September 24, 2009 by and between Optimus Capital Partners, LLC and the registrant. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 25, 2009. Form of Note Purchase Agreement, entered into in connection with the October 2009 bridge financing. Incorporated by reference to Exhibit 10.61 to Registration Statement on Form S-1 (File No. 333-162632) filed with the SEC on October 22, 2009.10.62**/2009 Stock Option Plan of the registrant.Co< de 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.)Consent of McGladrey & Pullen, LLP.UPower of Attorney (Included in the signature page of this annual report).PageAdvaxis, Inc.F-1=Report of Independent Registered Public Accounting FirmF-2:Balance Sheets as of October 31, 2009and2008F-3fStatements of Operations for the years ended October 31, 2009 and 2008 and the period from3March 1, 2002 (Inception) to October 31, 2009F-4lStatements of Stockholders Equity (Deficiency) for the Period from March 1, 2002 (Inception) toOctober 31, 2009F-5fStatements of Cash Flows for the years ended October 31, 2009 and 2008 and the period fromF-7'Notes to the Financial StatementsF-8October31, 2009October31, 2008ASSETSCurrent Assets:CashPrepaid expensesTotal Current AssetsDeferred expenses>Property and Equipment (net of accumulated depreciation)9Intangible Assets (net of accumulated amortization)Deferred Financing CostOther AssetsTOTAL ASSETS.LIABILITIES AND SHAREHOLDERS DEFICIENCYCurrent Liabilities:Accounts payableAccrued expensesDConvertible Bridge Notes and fair value of embedded derivativeANotes payable  current portion, including interest payableTotal Current LiabilitiesCommon Stock Warrant,Notes payable - net of current portionTotal LiabilitiesShareholders Deficiency:lPreferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstandingCommon Stock - $0.001 par value; authorized 500,000,000 shares, issued and outstanding 115,638,243 in 2009 and 109,319,520 in 2008 Additional Paid-In Capital6Deficit accumulated during the development stage$Total Shareholders' Deficiency2TOTAL LIABILITIES & SHAREHOLDERS DEFICIENCYYearEnded October31,:Periodfrom March1,2002 (Inception)to October31,Revenue%Research & Development Expenses'General & Administrative ExpensesTotal Operating expensesLoss from OperationsOther Income (expense):Interest expenseOther IncomeGain on note retirementiNet changes in fair value of common stock warrant liability and embedded derivative liability2Net Income/( Loss) before income tax benefitIncome Tax BenefitNet Income/( Loss)0Dividends attributable to preferred shares3Net Income/( Loss) applicable to Common Stock(Net Income/(Loss) per share, basic*Net Income/(Loss) per share, diluted:Weighted average number of shares outstanding, basic<Weighted average number of shares outstanding, dilutedPreferredStock CommonStockDeficitNumberof Sharesof OutstandingAmountNumberofshares ofoutstandingAdditionalPaid-inCapital(Accumulated Duringthe DevelopmentStage!Shareholders Equity(Deficiency)Preferred stock issuedCommon Stock Issued4Options granted to consultants & professionalsNet LossKRetroactive restatement to reflect re-capitalization on Nov. 12, 2004"Balance at December 31, 20021Note payable converted into preferred stock6Options granted to consultants and professionalsNet loss"Balance at December 31, 2003'Stock dividend on preferred stock!Balance at October 31, 2004ACommon Stock issued to Placement Agent on re-capitalization!Effect of re-capitalization0Conversion of Note payable to Common StockIIssuance 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 costseRestatement to reflect re- capitalization on Nov. 12, 2004 including cash paid of $44,940!Balance at October 31, 20050Options granted to employees and directors-Conversion of debenture to Common Stock9Issuance of Common Stock to employees and directors!Balance at October 31, 2006Common Stock issuedOffering ExpensesBWarrants issued on conjunction with issuance of common stock!Balance at October 31, 2007!Common Stock Penalty Shares#Warrants issued to consultant!Balance at October 31, 20083Common stock issued upon exercise of warrants)Warrants classified as aliability'Issuance of common Stock Warrants6Options granted to professionals and consultants9Issuance of common stock to employees and directorsNet Income/ (Loss)!Balance at October 31, 2009 PeriodfromMarch12002 Yearended(Inception)to October31,OPERATING ACTIVITIESNet Income (Loss)`Adjustments to reconcile net income (loss) to net cash used in operating activities:INon-cash charges to consultants and employees for options and stock.Amortization of deferred financing costs'Amortization of deferred expenses.Amortization of discount on Bridge LoansNon-cash interest expenseH(Gain) Loss on change in value of warrants and embedded derivative$Value of penalty shares issuedDepreciation expense)Amortization expense of intangibles-(Increase) decrease in prepaid expenses)Decrease (increase) in other assets"Increase in accounts payable-(Decrease) increase in accrued expenses-(Decrease) increase in interest payable+Net cash used in operating activitiesINVESTING ACTIVITIES4Cash paid on acquisition of Great Expectations(Purchase of property and equipmentCost of intangible assets+Net cash used in Investing ActivitiesFINANCING ACTIVITIES@Proceeds from (repayment of) convertible secured debenture,Cash paid for deferred financing costs!Proceeds from notes payablePayment on notes payable1Net proceeds of issuance of Preferred Stock)Payment on cancellation of Warrants.Net proceeds of issuance of Common Stock/Net cash provided by Financing ActivitiesNet increase in cash!Cash at beginning of periodCash at end of period March1,2002,Equipment acquired under notes payable$$%Common Stock issued to FoundersENotes payable and accrued interest converted to Preferred Stock'Stock dividend on Preferred StockAAccounts payable from consultants settled with common stockHNotes payable and accrued interest converted to Common Stock3Intangible assets acquired with notes payablenDebt discount in connection with recording the original value of the embedded derivative liability$-KAllocation of the original secured convertible debentures to warrantsAAllocation of the warrants on Bridge Notes as debt discountAWarrants issued in connection with issuance of Common StockDWarrants issued in connection with issuance of Preferred StockOctober31,2009October31,2008WarrantsStock Options6Convertible Debt (using the if-converted method)5March1,2002 (dateof inception)to October31, 2009Net Loss as reportedCAdd: Stock based option expense included in recorded net loss]Deduct stock option compensa<tion expense determined under fair value based methodAdjusted Net Loss YearEndedExpected volatility170.2%110.1%Expected Life6.0 years5.9 yearsDividend yieldRisk-free interest rate3.5%3.6%-Warrants Outstanding  October 31, 2008Issued New Warrants Exercised#Change in Ratchet Calculation-Warrants Outstanding  October 31, 2009October 31, 2008License $$529,915PatentsTotal intangibles.Accumulated Amortization and impairmentsIntangible Assets%Salaries and other compensation"Sponsored Research Agreement Consultants$Clinical Research OrganizationOther Description PrincipalPurchase PriceOriginalIssue Discount MaturityDateTranche I-June 18, 2009December 31, 2009!Tranche II-October 26, 2009April 30, 2010"Tranche III-October 30, 2009Total Bridge Notes$Bridge Notes  Principal Value7Original Issue Discount, net of accreted interest1Fair Value of Attached Warrants at issuance4Fair Value of Embedded Derivatives at issuanceFAccreted interest on embedded derivative and warrant liabilities7Convertible Bridge Notes- as ofOctober 31, 20098Embedded Derivatives Liability at October 31, 2009FConvertibleBridge Notesand fair value of embedded derivativeOriginal Issue DiscountWarrant LiabilityEmbedded Derivative Liability!Bridge Note I-June 18, 20090Bridge Note II & III-October 26 & 30, 2009 Optimus September 24, 2009 Other outstanding warrants$Total Valuation at OriginationChange in fair valueAccreted interest,Total Valuation as of October 31, 2009SharesWeighted Average Exercise Price4WeightedAverage Remaining ContractualLifeIn YearsAggregate IntrinsicValue(Outstanding as of October 31, 2007GrantedCancelled or Expired(Outstanding as of October 31, 2008(Outstanding as of October 31, 2009.Vested & Exercisable at October 31, 2009 $102,667-OptionsOutstandingOptionsExercisableRangeof Exercise PricesNumber Outstanding (000 s)7Weighted- Average Remaining Contractual Life(inYears)*Weighted- Average Exercise Priceper ShareAggregate Intrinsic ValueNumber Exercisable (000 s) $0.09-0.11 0.14-0.17 0.18-0.21 0.22-0.25 0.26-0.29 0.30-0.43AsummaryofthestatusoftheCompany snonvestedsharesas ofOctober31,2007,andchangesduringtheyearsended October31,2009and2008arepresentedbelow:Numberof Shares-Weighted Average Exercise Priceat Grant Date6WeightedAverage Remaining ContractualTerm (inyears)+Non-vested shares at October 31, 2007Options grantedOptions vested+Non-vested shares at October 31, 2008+Non-vested shares at October 31, 2009.Net operating loss carryforwards-federalStock based compensation*Research and development tax creditsLess valuation allowanceDeferred tax assetYearended October31, 2009Yearended October31, 20089Periodfrom March1,2002 (inception)to October31, 2009)Provision at federal statutory rate34%Valuation allowance-%ADVAXIS, INC.By:Name:Title:February 19, 2010/s/Thomas MooreName: Thomas Moore$Title: Chief Executive Officer/s/Mark J. RosenblumName: Mark J. RosenblumMTitle: Chief Financial Officer, Senior Vice President and SecretaryDate: February 19, 2010/s/ Thomas MooreName:Thomas Moore'Title:Chief Executive Officer/s/ Mark J. RosenblumMark J. RosenblumBChief Financial Officer, Senior Vice President and SecretaryM yb Kzcc   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} ,} ,,,,,,,                ~ ~ ~  S ~ 7 ~ ~  ~  ? ~ ' ~ W~  HzG? V-? ~ O~  Q? ~        PH0(  >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} @} }  }  } }   ,@ , , ,           ~ ~ [~  Vd  ~ ~ +~  w ~ ^~ C~  2 PH 0(  >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} } d} ,,,,,,            PH0 0(   >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} } d} ,,,,,,,              PH@0(  >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} 2} }  } }  } } } }  } }  } }  } }  }  ,@,,,,, , ,        !  " # $        % &~ \  ' JY~ F~ ! 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