ࡱ; `]  !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\_aRoot Entry  \pCalc Ba=: =@ 8X@"1Calibri1Arial1Arial1Arial1Calibri1Calibri General3._(\$* #,##0_);_(\$* \(#,##0\);_(\$* \-_);_(@_)\(#,##0_);[RED]\(#,##0\) #,##0!"($"#,##0_);[RED]"($"#,##0\)'""($"#,##0.00_);[RED]"($"#,##0.00\);6_(\$* #,##0.00_);_(\$* \(#,##0.00\);_(\$* \-??_);_(@_) #,##0.00                + ) , *   (  (  $     ( (8 (  $  $  $ (8     ( `"zTcalculation of registratio$4Xcalculation of registratio-1 Zstatements of operations"estatements of operations-1"jstatements of operations-2"nstatements of operations-3"6qstatements of operations-4 uitaly"Rxincorporation of certain i${incorporation of certain i-1$~incorporation of certain i-2$8incorporation of certain i-3$incorporation of certain i-4$dincorporation of certain i-5$incorporation of certain i-6$incorporation of certain i-7 advaxis incԗ advaxis inc-1B schedule 1t schedule 1-1in witness whereofin witness whereof-1bin witness whereof-2in witness whereof-3in witness whereof-4bin witness whereof-5in witness whereof-6 advaxis inc-2 advaxis inc-3T:2t     3  @@   CALCULATION OF REGISTRATION FEE2Title of Each Class of Securities to be Registered2Proposed Maximum Aggregate Offering Price(1)(2)(3)Amount of Registration Fee(Common Stock, par value $0.001 per sharesPre-funded warrants to purchase shares of common stock and shares of common stock issuable upon exercise thereof(4)oWarrants to purchase shares of common stock and shares of common stock issuable upon exercise thereof (4)(5)(6)Total%400,260 shares of common stock issuable upon the exercise of stock options outstanding as of April 30, 2019 at a weighted-average exercise price of $101.82 per share;b17,063 shares of common stock reserved for issuance upon settlement of restricted stock units;72,304 shares of common stock issuable upon the exercise of warrants outstanding as of April 30, 2019 at a weighted-average exercise price of $3.82 per share; andz4,807,692 shares of common stock issuable upon the exercise of the purchase warrants being offered in this prospectus;`188,658 shares of common stock reserved for the future awards under our 2015 Incentive Plan.STATEMENTS OF OPERATIONSYear Ended October 31,Six Months Ended April 30,201820172019RevenueOperating expenses:%Research and development expenses'General and administrative expensesTotal operating expenses!(Loss) income from operationsOther income (expense):Interest income, net7Net changes in fair value of derivative liabilities-3Loss on shares issued in settlement of warrantsOther expense5Net (loss) income before benefit for income taxes Income tax expense (benefit)Net (loss) income&Net (loss) income per common shareBasicDiluted8Weighted average number of common shares outstandingAs of April 30, 2019ActualAs Adjusted(2)(3)(in thousands) Consolidated Balance Sheet Data:Cash and cash equivalentsWorking capital(1) Total assets1Loan payable, net of current portion and discountTotal stockholders equityJApril 30, 2019 (unaudited) (in thousands, except share and par value data) Pro Forma(1)&Cash, cash equivalents and investmentsStockholders equity:Preferred stock, $0.001 par value per share, 5,000,000 shares authorized; 0 shares issued and outstanding actual, pro forma and pro forma as adjusted Common stock, $0.001 par value per share, 170,000,000 shares authorized; 8,020,370 shares issued and outstanding, actual, 17,635,754 shares issued and outstanding, pro formaAdditional paid-in capitalAccumulated deficitTotal capitalization72,304 shares of common stock issuable upon the exercise of warrants outstanding as of April 30, 2019 at a weighted-average exercise price of $3.82 per share;~4,807,692 shares of common stock issuable upon the exercise of the purchase warrants being offered in this prospectus; andName of Beneficial Owner,Total # of Shares Beneficially OwnedPercentage of OwnershipKenneth Berlin (1)*%David Sidransky (2)Roni Appel (3)Richard Berman (4)Samir Khleif (5)James Patton (6)Andres Gutierrez (7)-%Molly Henderson (8)Robert Petit (9).All Directors and Officers as a Group (10)2.16%Italyto Italian qualified investors, as defined in Article 100 of Decree no. 58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 ( Regulation no. 1197l ) as amended ( Qualified Investors ); andin other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.1INCORPORATION OF CERTAIN INFORMATION BY REFERENCEoour Annual Report on Form 10-K for the year ended October 31, 2018, filed with the SEC on January 11, 2019;our Quarterly Reports on Form 10-Q for the quarters ended January 31, 2019, filed with the SEC on March 12, 2019, and April 30, 2019, filed with the SEC on June 10, 2019;_our Definitive Proxy Statement on Schedule 14A, filed with the SEC on January 11, 2019; and&our Current Reports on Form 8-K filed with the SEC on December 13, 2018, January 23, 2019, February 7, 2019, February 22, 2019, March 1, 2019, March 14, 2019, March 15, 2019, March 29, 2019, April 5, 2019, April 15, 2019, May 13, 2019, May 15, 2019, June 27, 2019 and July 15, 2019.ItemAmount to be paidSEC registration feeFINRA filing fee#Printing and engraving expensesLegal fees and expenses Accounting fees and expenses$Transfer Agent fees and expensesMiscellaneous expenses|On January 7, 2016, we issued 5,000 shares of Common Stock to an accredited investor as payment for consulting services.{On August 11, 2016, we issued 28,838 shares of Common Stock to accredited investors as payment for consulting services.On August 31, 2016, we issued 974 shares of Common Stock to its Executive Officers, pursuant to their Employment Agreements.On September 30, 2016, we issued 962 shares of Common Stock to its Executive Officers, pursuant to their Employment Agreements.~On October 19, 2016, we issued 20,000 shares of Common Stock to an accredited investor as payment for consulting services.On October 31, 2016, we issued 972 shares of Common Stock to our Executive Officers, pursuant to their Employment Agreements.}On November 15, 2016, we issued 32,500 shares of Common Stock to accredited investors as payment for consulting services.On November 30, 2016, we issued 1,205 shares of Common Stock to our Executive Officers, pursuant to their Employment Agreements.On December 30, 2016, we issued 2,011 shares of Common Stock to its Executive Officers, pursuant to their Employment Agreements.|On October 24, 2017, we issued 10,000 shares of Common Stock to accredited investors as payment for consulting services.On October 31, 2017 we issued 1,322 shares of Common Stock to our Executive Officers, pursuant to their Employment Agreements.On November 30, 2017 we issued 2,919 shares of Common Stock to our Executive Officers, pursuant to their Employment Agreements.On December 29, 2017 we issued 1,968 shares of Common Stock to its Executive Officers, pursuant to their Employment Agreements.On January 31, 2018 we issued 1,839 shares of Common Stock to its Executive Officers, pursuant to their Employment Agreements.On February 28, 2018 we issued 3,340 shares of Common Stock to its Executive Officers, pursuant to their Employment Agreements.LOn March 7, 2018, we issued 8,648 shares of Common Stock to an employee.On March 29, 2018, we issued 2,889 shares of common stock to its Executive Officers, pursuant to their Employment AgreementsNOn April 17, 2018, we issued 13,949 shares of Common Stock to an employee.On April 30, 2018, we issued 2,902 shares of common stock to its Executive Officers, pursuant to their Employment Agreements.On May 31, 2018, we issued 2,707 shares of common stock to its Executive Officers, pursuant to their Employment Agreements.LOn May 31, 2018, we issued 26,112 shares of Common Stock to an employee.On June 29, 2018, we issued 1,516 shares of common stock to its Executive Officers, pursuant to their Employment Agreements.{On July 31, 2018, we issued 1,505 shares of common stock to an Executive Officer, pursuant to his Employment Agreement.Amended and Restated Bylaws. Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-QSB filed with the SEC on September 13, 2006.Form of Common Stock certificate. Incorporated by reference to Exhibit 4.1 to < Current Report on Form 8-K filed with the SEC on October 23, 2007.Form of Common stock Purchase Warrant. Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on August 31, 2011.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.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.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, 2010.2011 Omnibus Incentive Plan of registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on August 29, 2011.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.TAmendment 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.WAmendment 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. 10.12 ! 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.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, 2014.10.14! 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, 2014.10.17! 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.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, 201510.24! 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, 2016.10.26! 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 10.59 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, 2016.10.28! 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, 2017.2015 Incentive Plan of registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on April 7, 2015.10.30! Separation Agreement and General Release, dated April 23, 2018, 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 April 23, 2018.10.31! Employment Agreement between Advaxis, Inc. and Molly Henderson, dated June 6,2018. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on June 6, 2018.Code of Business Conduct and Ethics dated July 9, 2014. Incorporated by reference to Exhibit 14.1 to Current Report on Form 8-K filed with the SEC on July 10, 2014.=Consent of Independent Registered Public Accounting Firm.9Consent of Goodwin Procter LLP (included in Exhibit 5.1).2Power of Attorney (included on signature<L page) Advaxis INCVery truly yours, ADVAXIS, INC.By:Name:Mr. Kenneth A. BerlinTitle:)President and Chief Executive Officer#A.G.P./ALLIANCE GLOBAL PARTNERSThomas J. Higgins)Managing Director, Investment Banking SCHEDULE 1 Underwriter+Total Number of Firm Shares to be Purchased3Total Number of Pre-Funded Warrants to be Purchased-Total Number of Firm Warrants to be PurchasedqNumber of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the RepresentativesNumber of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the RepresentativeA.G.P./Alliance Global PartnersTOTAL(Name) (Signature)C(Name of Signatory, in the case of entities  Please Print)D(Title of Signatory, in the case of entities  Please Print)IN WITNESS WHEREOFADVAXIS, INC.Molly HendersonChief Financial Officer0Continental Stock Transfer and Trust Company(Please Print)Address:Phone Number:Email Address:$Dated:____________ _____, ______Holder s Signature:The Company Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, the Company Shares will be validly issued, fully paid and non-assessable.The Warrants have been duly authorized and executed by the Company and, when delivered and paid for in accordance with the terms of the Underwriting Agreement, will be valid and binding obligations of the Company.-Assuming sufficient authorized but unissued shares of Common Stock are available for issuance when the Warrants are exercised, the Warrant Shares, when issued upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable.Very truly yours,/s/ GOODWIN PROCTER LLP cc   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} d} }  } }  }  ,, ,,,,     ~ B~  ~   ~ m~ Z ~ H+~ 1:PH0(  >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} } } d}  ,,,, ,           PH 0(  >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} 8} }  } }  }  } } }  } !, @,,,, , , , ,,,,,,,,,,,,,,                 ~ ^~ ~  6F ~ n;  ~ *z~ M~ ~  ~ B0~ p~ Y~  ~ j~ 6~  ~ BP ~ V~ ~ .&~ .  ~  ~ z ~  ~  ~ "5~ R~  n%    ~    ~ ~ ~  ~ b  ~ ~~ J~  r6~  !~ ~ 6~  ~  "~ ~ L~  5 ~ R # $~ ~ ~   ~  %~ ~ ~  S ~  & $~ "~ ~  vA~ s , %~ "~ ~ RoB~ s       PH0 0(   >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} 1} }  } }  }  ,,,,,,,, , ' ( ) * + ,~ ~  -~ ~ n .~  ~  /   0~ ~ v2PH@0(  >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} d} }  } }  }  ,,,,,,, , , 1 ( 2 3~ ~  4 5 6 6 7~ "~ J 8~ f~  9~ ~  0~ ~  w :~  ~  w 2  PHP0(  >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} } } d}  ,,,, ,      ;  <   PH`0(  >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} .} }  } } }   @,,,,,,, , , , =  > ? @~ ^ A B~  A C~ i A D~  A E~ ~ A F~  A G~ j H I~  A J~ ^ A K~  LPHp0(  >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} } } d} ,,, M  N  O PH 0(   >@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} } } d}  ,,,, , P  Q  R  S  T PH$0(  $>@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} $} }  }   @,,,,,,, , U V W~ j X~ B0 Y~ B Z~ 5 [~  \~ "N ]~ B ~   PH(0(  (>@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} }  } d} ,,,, , , ,,,~ ! ^~ ! _~ ! `~ ! a~ ! b~ ! c~ ! d~ !" e~ !& fPH,0(  ,>@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} }  } d} ,,,, , , ,,,,,,,,~ !* g~ !. h~ !2 i~ !6 j~ !: k~ !> l~ !B m~ !F n~ !J o~ !N p~ !R q~ !V r~ !Z s~ !^ tPH00(  0>@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} }  } } d}  ,,,, ,~ ! u!ffffff@ v~ ! w~ ! x !@ yPH40(  4>@<dgg   d-C6?_%,*+&ffffff?'ffffff?(?)?"d,, ` `? ` `?U} }  } } d} ,,,, , , ,~ !C z~ !k {~ ! |~ ! }~ ! ~~ !  ~ ! 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