ࡱ> ~ l \pThe Free Software Foundation B=PF0*8X@"1 Helvetica1Courier1 Courier New1 Courier New1 Helvetica$#,##0_);($#,##0)$#,##0_);[Red]($#,##0)$#,##0.00_);($#,##0.00)$#,##0.00_);[Red]($#,##0.00)-**_($* #,##0_);_($* (#,##0);_($* "-"_);_(@_)*)'_(* #,##0_);_(* (#,##0);_(* "-"_);_(@_)5,2_($* #,##0.00_);_($* (#,##0.00);_($* "-"??_);_(@_)2+/_(* #,##0.00_);_(* (#,##0.00);_(* "-"??_);_(@_)2$#,##0.00;[Red]$#,##0.003$#,##0.00;[Red]($#,##0.00)4$#,##0;[Red]($#,##00)50.00%;[Red](0.00%)6 0%;[Red](0%)7#,##0.00;[Red](#,##0.00)8#,##0;[Red](#,##0)                + ) , *   Ј ~~ ؈ ~~#؈ ~~ ؈ ~~7#܈ ~~83ffff̙̙3f3fff3f3f33333f33 ADVAXIS INCADVAXIS INC (1)z3 List of Exhibits!3 List of Exhibits (1)X3 List of Exhibits (2)j3 List of Exhibits (3)β3 List of Exhibits (4)4PURSUANT TO 18USC 7350!/PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350"PURSUANT TO 18 USC 7350 (1) l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/?? ADVAXIS INC (1)3 List of Exhibits3 List of Exhibits (1)3 List of Exhibits (2)3 List of Exhibits (3)3 List of Exhibits (4)PURSUANT TO 18USC 7350PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350PURSUANT TO 18 USC 7350 (1)U } %} $ }        Advaxis, Inc.10-K/A 01/21/2020 ADVAXIS, INC.Delaware 02-0563870' (State or other jurisdiction of   (IRS Employer& incorporation or organization)  Identification No.)  $ ____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/$N,v@[=PF0*8X> @  l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??  ADVAXIS INC3 List of Exhibits3 List of Exhibits (1)3 List of Exhibits (2)3 List of Exhibits (3)3 List of Exhibits (4)PURSUANT TO 18USC 7350PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350PURSUANT TO 18 USC 7350 (1)U } U} } }        Advaxis, Inc.10-K/A 01/21/2020 ADVAXIS, INC.Large Accelerated Filer [ ]Accelerated Filer [ ] Non-accelerated Filer [X]! Smaller Reporting Company [X] Emerging growth company [ ]    $ ____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/$,vj^R*=PF0*8X> @  l  ! Z!  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??  ADVAXIS INCADVAXIS INC (1)3 List of Exhibits (1)3 List of Exhibits (2)3 List of Exhibits (3)3 List of Exhibits (4)PURSUANT TO 18USC 7350PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350PURSUANT TO 18 USC 7350 (1)U } $ } } $ } y< !      Advaxis, Inc.10-K/A 01/21/20203. List of Exhibits.Exhibit NumberDescription of Exhibits      @ : 2Amended and Restated Certificate of Incorporation.   / 'Incorporated by reference to Annex C to   2 *DEF 14A Proxy Statement filed with the SEC    on May 15, 2006. @3+Certificate of Designations of Preferences,4,Rights and Limitations of Series A Preferred0(Stock of the registrant, dated September.&24, 2009. Incorporated by reference to1)Exhibit 4.1 to Current Report on Form 8-K1)filed with the SEC on September 25, 2009.ffffff @3+Certificate of Designations of Preferences,4,Rights and Limitations of Series B Preferred/'Stock of the registrant, dated July 19,2*2010. Incorporated by reference to Exhibit4,4.1 to Current Report on Form 8-K filed with!the SEC on July 20, 2010.$____________________________1)Created by Morningstar Document Research.D l{o+aLDWJ 0 (http://documentresearch.morningstar.com/H=PF0*8X> @  l   .H< I#V=X  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??  ADVAXIS INCADVAXIS INC (1)3 List of Exhibits3 List of Exhibits (2)3 List of Exhibits (3)3 List of Exhibits (4)PURSUANT TO 18USC 7350PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350PURSUANT TO 18 USC 7350 (1)U } $ } U} $ } y<       Advaxis, Inc.10-K/A 01/21/20203. List of Exhibits.333333 @/'Certificate of Amendment to Amended and   - %Restated Certificate of Incorporation   2 *filed with the Delaware Secretary of State   5 -on August 16, 2012. Incorporated by reference   0 (to Exhibit 3.1 to Current Report on Form   2 *8-K filed with the SEC on August 17, 2012. @/'Certificate of Amendment to Amended and-%Restated Certificate of Incorporation2*filed with the Delaware Secretary of State/'on July 11, 2013 (reverse stock split).0(Incorporated by reference to Exhibit 3.10(to Current Report on Form 8-K filed with!the SEC on July 15, 2013. @/'Certificate of Amendment to Amended and-%Restated Certificate of Incorporation2*filed with the Delaware Secretary of State/'on July 12, 2013 (reverse stock split).0(Incorporated by reference to Exhibit 3.20(to Current Report on Form 8-K filed with!the SEC on July 15, 2013. @/'Certificate of Amendment to Amended andD l{ocT$ri;5< !"#$%&'()*+,-./0123456789:;<=>?   - %Restated Certificate of Incorporation!!!2!*filed with the Delaware Secretary of State"""2"*on July 9, 2014. Incorporated by reference###0#(to Exhibit 3.1 to Current Report on Form$$$0$(8-K filed with the SEC on July 10, 2014.%%%%&&ffffff@&/&'Certificate of Amendment to Amended and'''-'%Restated Certificate of Incorporation(((2(*filed with the Delaware Secretary of State)))4),on March 10, 2016. Incorporated by reference***0*(to Exhibit 3.1 to Current Report on Form+++1+)8-K filed with the SEC on March 11, 2016.,,,,--333333@-/-'Certificate of Amendment to Amended and...-.%Restated Certificate of Incorporation///2/*filed with the Delaware Secretary of State00040,on March 21, 2018. Incorporated by reference11101(to Exhibit 3.1 to Current Report on Form22212)8-K filed with the SEC on March 21, 2018.333344@4/4'Certificate of Amendment of the Amended55515)and Restated Certificate of Incorporation66626*filed with the Delaware Secretary of State77777/on February 28, 2019. Incorporated by reference88808(to Exhibit 3.1 to Current Report on Form99909(8-K filed with the SEC on March 1, 2019.::::;;zG@;/;'Certificate of Amendment of the Amended<<<1<)and Restated Certificate of Incorporation===2=*filed with the Delaware Secretary of State>>>4>,on March 29, 2019. Incorporated by reference???0?(to Exhibit 3.1 to Current Report on FormD lQGe Wqf(uf6&@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_@@@1@)8-K filed with the SEC on March 29, 2019.AAAABB(\@B1B)Amended and Restated Bylaws. IncorporatedCCC1C)by reference to Exhibit 10.4 to QuarterlyDDD0D(Report on Form 10-QSB filed with the SECEEEEon September 13, 2006.FFFFGGffffff@G6G.Form of Common Stock certificate. IncorporatedHHH5H-by reference to Exhibit 4.1 to Current ReportIII1I)on Form 8-K filed with the SEC on OctoberJJJJ 23, 2007.KKKKLL@L.L&Form of Common stock Purchase Warrant.MMM0M(Incorporated by reference to Exhibit 4.1NNN0N(to Current Report on Form 8-K filed withOOO#Othe SEC on August 31, 2011.PPPPQQ333333@Q6Q.Form of Representative?s Warrant. IncorporatedRRR4R,by reference to Exhibit 4.19 to RegistrationSSS5S-Statement on Form S-1/A (File No. 333-188637)TTT1T)filed with the SEC on September 27, 2013.UUUUVV@V0V(Form of Representative?s Warrant relatedWWW/W'to the Underwriting Agreement, dated asXXX2X*of March 31, 2014, by and between Advaxis,YYY2Y*Inc. and Aegis Capital Group. IncorporatedZZZ0Z(by reference to Exhibit 4.2 to Quarterly[[[1[)Report on Form 10-Q filed with the SEC on\\\\June 10, 2014.]]]]^^@^/^'Form of Warrant Agency Agreement, dated___1_)as of September 11, 2018 between Advaxis,D} lwg!0nb'qA2'`abcdefghijklmnopqrstuvwxyz{|}~```/`'Inc. and Continental Stock Transfer andaaa4a,Trust Company (and Form of Warrant containedbbb.b&therein), Incorporated by reference toccc1c)Exhibit 4.1 to Current Report on Form 8-Kddd1d)filed with the SEC on September 11, 2018.eeeeffffffff@f4f,Form of Common Stock Warrant dated Septemberggg*g"11, 2018 (included in Exhibit 4.5)hhhhii$@i/i'License Agreement, between the Trusteesjjj1j)of the University of Pennsylvania and thekkk0k(registrant dated as of June 17, 2002, aslll2l*Amended and Restated on February 13, 2007.mmm2m*Incorporated by reference to Exhibit 10.11nnn2n*to Annual Report on Form 10-KSB filed withooo%othe SEC on February 13, 2007.ppppqq$@q.q&Amended and Restated 2009 Stock Optionrrr/r'Plan of the registrant. Incorporated bysss7s/reference to Annex A to DEF 14A Proxy Statementttt-t%filed with the SEC on April 30, 2010.uuuuvv%@v4v,Second Amendment to the Amended and Restatedwww7w/Patent License Agreement between the registrantxxx:x2and the Trustees of the University of Pennsylvaniayyy1y)dated as of May 10, 2010. Incorporated byzzz.z&reference to Exhibit 10.1 to Quarterly{{{1{)Report on Form 10-Q filed with the SEC on|||| June 3, 2010.}}}}~~333333%@~2~*2011 Omnibus Incentive Plan of registrant./'Incorporated by reference to Annex A toD lMEa1{#o<1@/i2*DEF 14A Proxy Statement filed with the SECon August 29, 2011.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/xcWK#=PF0*8X> @ l   fr,  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??  ADVAXIS INCADVAXIS INC (1)3 List of Exhibits3 List of Exhibits (1)3 List of Exhibits (3)3 List of Exhibits (4)PURSUANT TO 18USC 7350PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350PURSUANT TO 18 USC 7350 (1)U } $ }  } $ } =       Advaxis, Inc.10-K/A 01/21/20203. List of Exhibits.%@4,Amendment No. 1, dated as of March 26, 2007,   6 .to the License Agreement, between the Trustees   6 .of the University of Pennsylvania and Advaxis,   2 *Inc. dated as of June 17, 2002, as amended   7 /and restated on February 13, 2007. Incorporated   1 )by reference to Exhibit 10.1 to Quarterly1)Report on Form 10-Q filed with the SEC onJune 14, 2012.%@1)Amendment No. 3, dated as of December 12,/'2011, to the License Agreement, between6.the Trustees of the University of Pennsylvania4,and Advaxis, Inc. dated as of June 17, 2002,/'as amended and restated on February 13,2*2007. Incorporated by reference to Exhibit3+10.5 to Quarterly Report on Form 10-Q filed&with the SEC on June 14, 2012.333333$@1)Amendment No. 1 to 2011 Omnibus Incentive5-Plan of registrant. Incorporated by reference3+to Annex B to DEF 14A Proxy Statement filed&with the SEC on July 19, 2012.Q8$@/'Indemnification Agreement. IncorporatedD l{o Q?xdW~g !"#$%&'()*+,-./0123456789:;<=>?   / 'by reference to Exhibit 10.3 to Current!!!7!/Report on Form 8-K filed with the SEC on August"""" 20, 2013.####$$10.12 ?$-$%Employment Agreement between Advaxis,%%%.%&Inc. and Robert Petit, dated September&&&.&&26, 2013. Incorporated by reference to'''/''Exhibit 10.70 to Registration Statement(((1()on Form S-1/A (File No. 333-188637) filed)))+)#with the SEC on September 27, 2013.****++(\B$@+1+)Exclusive License and Technology Transfer,,,.,&Agreement by and between Advaxis, Inc.---2-*and Global BioPharma, Inc., dated December...5.-9, 2013. Incorporated by reference to Exhibit///3/+10.79 to Annual Report on Form 10-K/A filed000)0!with the SEC on February 6, 2014.11112210.14?212)Amendment No. 1, dated as of December 19,33303(2013, to the Employment Agreement by and44424*between Advaxis, Inc. and Robert G. Petit.55525*Incorporated by reference to Exhibit 10.8266626*to Annual Report on Form 10-K/A filed with777$7the SEC on February 6, 2014.888899L$@909(Distribution and Supply Agreement, dated:::7:/as of January 20, 2014, by and between Advaxis,;;;.;&Inc. and Biocon, Limited. Incorporated<<<1<)by reference to Exhibit 10.7 to Quarterly===1=)Report on Form 10-Q filed with the SEC on>>>>March 17, 2014.????D lJ/)G:^MM` X@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_@@RQ$@@0@(Exclusive License Agreement, dated MarchAAA2A*19, 2014, by and between Advaxis, Inc. andBBB/B'Aratana Therapeutics, Inc. IncorporatedCCC1C)by reference to Exhibit 10.1 to QuarterlyDDD1D)Report on Form 10-Q filed with the SEC onEEEEJune 10, 2014.FFFFGG10.17?G2G*Amendment No. 2, dated as of June 5, 2014,HHH2H*to the Employment Agreement by and betweenIII7I/Advaxis, Inc. and Robert G. Petit. IncorporatedJJJ1J)by reference to Exhibit 10.6 to QuarterlyKKK1K)Report on Form 10-Q filed with the SEC onLLLLJune 10, 2014.MMMMNN\(\$@N/N'Clinical Trial Collaboration Agreement,OOO4O,dated July 21, 2014, by and between Advaxis,PPP-P%Inc. and MedImmune, LLC. IncorporatedQQQ1Q)by reference to Exhibit 10.1 to QuarterlyRRR1R)Report on Form 10-Q filed with the SEC onSSSSSeptember 9, 2014.TTTTUUzGa$@U/U'5th Amendment to the Amended & RestatedVVV/V'License Agreement, dated July 25, 2014,WWW3W+by and between Advaxis, Inc. and UniversityXXX2X*of Pennsylvania. Incorporated by referenceYYY3Y+to Exhibit 10.2 to Quarterly Report on FormZZZ5Z-10-Q filed with the SEC on September 9, 2014.[[[[\\ffffff$@\1\)Amendment No. 2 to the Advaxis, Inc. 2011]]].]&Omnibus Incentive Plan, effective July^^^3^+9, 2014. Incorporated by reference to Annex___1_)A to Current Report on Schedule 14A filedD lH?q_;1f WE``abcdefghijklmnopqrstuvwxyz{|}~```%`with the SEC on May 20, 2014.aaaabbQk$@b3b+Amended and Restated 2011 Omnibus Incentiveccc3c+Plan, dated September 8, 2014. Incorporatedddd1d)by reference to Exhibit 10.4 to Quarterlyeee1e)Report on Form 10-Q filed with the SEC onffffSeptember 9, 2014.gggghhq= ףp$@h/h'Master Services Agreement for Technicaliii4i,Transfer and Clinical Supply, dated Februaryjjj1j)5, 2014, by and between Advaxis, Inc. andkkk/k'SynCo Bio Partners B.V. Incorporated bylll3l+reference to Exhibit 10.1 to Current Reportmmm2m*to Form 8-K filed with the SEC on Februarynnnn 11, 2014.oooopp(\u$@p/p'Clinical Trial Collaboration and Supplyqqq.q&Agreement by and between Advaxis, Inc.rrr;r3and Merck & Co. dated August 22, 2014. Incorporatedsss0s(by reference to Exhibit 10.101 to Annualttt1t)Report on Form 10-K filed with the SEC onuuuuJanuary 6, 2015vvvvww10.24?w4w,Amendment No. 3, dated as of April 17, 2015,xxx2x*to the Employment Agreement by and betweenyyy7y/Advaxis, Inc. and Robert G. Petit. Incorporatedzzz1z)by reference to Exhibit 10.6 to Quarterly{{{1{)Report on Form 10-Q filed with the SEC on||||June 15, 2015.}~$____________________________D l"nF:LiU*r1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/=PF0*8X> @ l  `?-  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??  ADVAXIS INCADVAXIS INC (1)3 List of Exhibits3 List of Exhibits (1)3 List of Exhibits (2)3 List of Exhibits (4)PURSUANT TO 18USC 7350PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350PURSUANT TO 18 USC 7350 (1)U } $ }  } $ } y< `      Advaxis, Inc.10-K/A 01/21/20203. List of Exhibits.Q$@,$Co-Development and Commercialization   7 /Agreement between Advaxis, Inc. and Especificos   1 )Stendhal SA de CV dated February 3, 2016.   1 )Incorporated by reference to Exhibit 10.1   3 +to Quarterly Report on Form 10-Q filed with   % the SEC on February 26, 2016.10.27?1)Separation Agreement and General Release,1)dated July 6, 2017, between Advaxis, Inc./'and Daniel J. O?Connor. Incorporated by3+reference to Exhibit 10.1 to Current Report7/on Form 8-K filed with the SEC on July 7, 2017.(\$@7/2015 Incentive Plan of registrant. Incorporated:2by reference to Annex A to DEF 14A Proxy Statement,$filed with the SEC on April 7, 2015.10.30?-%Employment Agreement between Advaxis,4,Inc. and Molly Henderson, dated June 6,2018.1)Incorporated by reference to Exhibit 10.10(to Current Report on Form 8-K filed with the SEC on June 6, 2018.10.31*3+Sixth Amendment to the Amended and RestatedD l{o]\,tc3l18 !"#$%&'()*+,-./0123456789:;<=>?   7 /Patent License Agreement between the registrant!!!:!2and the Trustees of the University of Pennsylvania"""#"dated as of March 22, 2016.####$$p= ף$@$-$%Securities Purchase Agreement between%%%0%(the registrant and Amgen, Inc., dated as&&&4&,of August 1, 2016. Incorporated by reference'''1')to Exhibit 10.1 to Current Report on Form(((1()8-K filed with the SEC on August 2, 2016.))))**)\$@*5*-Amendment to the Advaxis, Inc. 2015 Incentive+++2+*Plan. Incorporated by reference to Exhibit,,,3,+B to DEF 14A Proxy Statement filed with the---!-SEC on February 11, 2016.....//Gz$@/5/-Amendment to the Advaxis, Inc. 2015 Incentive00020*Plan. Incorporated by reference to Exhibit11131+A to DEF 14A Proxy Statement filed with the222!2SEC on February 10, 2017.333344333333,@414)Code of Business Conduct and Ethics dated555/5'July 9, 2014. Incorporated by reference66616)to Exhibit 14.1 to Current Report on Form77707(8-K filed with the SEC on July 10, 2014.88889 923.1*909(Consent of Independent Registered Public::::Accounting Firm.;;;;< <31.1*<0<(Certification of Chief Executive Officer===5=-pursuant to section 302 of the Sarbanes-Oxley>>>> Act of 2002????DX l?i\prB*RJ}M@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_@ @31.2*@0@(Certification of Chief Financial OfficerAAA5A-pursuant to section 302 of the Sarbanes-OxleyBBBB Act of 2002CCCCD D32.1*D0D(Certification of Chief Executive OfficerEEE5E-pursuant to section 906 of the Sarbanes-OxleyFFFF Act of 2002GGGGH H32.2*H0H(Certification of Chief Financial OfficerIII5I-pursuant to section 906 of the Sarbanes-OxleyJJJJ Act of 2002KKKKLL 101.INS**LLXBRL Instance DocumentMMMMNN 101.SCH**N/N'XBRL Taxonomy Extension Schema DocumentOOOOPP 101.CAL**P4P,XBRL Taxonomy Extension Calculation LinkbaseQQQQDocumentRRRRSS 101.DEF**S4S,XBRL Taxonomy Extension Definitions LinkbaseTTTTDocumentUUUUVV 101.LAB**V.V&XBRL Taxonomy Extension Label LinkbaseWWWWDocumentXXXXYY 101.PRE**Y,Y$XBRL Taxonomy Extension PresentationZZZZLinkbase Document[\$]____________________________1^)Created by Morningstar Document Research.0_(http://documentresearch.morningstar.com/D lF ~!YBPQ!wkC=PF0*8X> @__^^]] l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??  ADVAXIS INCADVAXIS INC (1)3 List of Exhibits3 List of Exhibits (1)3 List of Exhibits (2)3 List of Exhibits (3)PURSUANT TO 18USC 7350PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350PURSUANT TO 18 USC 7350 (1)U } U} $4       Advaxis, Inc.10-K/A 01/21/20203. List of Exhibits. *Filed herewith.   ** Furnished herewith.   ?3 +Denotes management contract or compensatory  plan or arrangement.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*h{oG/znb:=PF0*8X> @ l  )  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??  ADVAXIS INCADVAXIS INC (1)3 List of Exhibits3 List of Exhibits (1)3 List of Exhibits (2)3 List of Exhibits (3)3 List of Exhibits (4)PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350PURSUANT TO 18 USC 7350 (1)U } $} : )      Advaxis, Inc.10-K/A 01/21/2020"PURSUANT TO 18.U.S.C. 7350~ 3+I have reviewed this Amendment No. 1 to the 5 -annual report on Form 10-K for the year ended * "October 31, 2019 of Advaxis, Inc.;  ~  / 'Based on my knowledge, this report does 6 .not contain any untrue statement of a material7/fact or omit to state a material fact necessary0(to make the statements made, in light of5-the circumstances under which such statements.&were made, not misleading with respect-%to the period covered by this report;~ 80Based on my knowledge, the financial statements,0(and other financial information included6.in this report, fairly present in all material1)respects the financial condition, results6.of operations and cash flows of the registrant0(as of, and for, the periods presented in this report;~ 1)The registrant?s other certifying officer.&and I are responsible for establishing/'and maintaining disclosure controls and.&procedures (as defined in Exchange ActDlui$L:]PS !"#$%&'( 3 +Rules 13a-15(e) and 15d-15(e)) and internal!4!,control over financial reporting (as defined"6".in Exchange Act Rules 13a-15(f) and 15d-15(f))#$#for the registrant and have:$%$&____________________________1')Created by Morningstar Document Research.0((http://documentresearch.morningstar.com/^y3=PF0*8X> @((''&& l  2^d  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??  ADVAXIS INCADVAXIS INC (1)3 List of Exhibits3 List of Exhibits (1)3 List of Exhibits (2)3 List of Exhibits (3)3 List of Exhibits (4)PURSUANT TO 18USC 7350PURSUANT TO 18 USC 7350PURSUANT TO 18 USC 7350 (1)U } $ } } 8 2      Advaxis, Inc.10-K/A 01/21/2020"PURSUANT TO 18.U.S.C. 7350 (a)-%Designed such disclosure controls and  - %procedures, or caused such disclosure  . &controls and procedures to be designed  6 .under our supervision, to ensure that material  / 'information relating to the registrant,  0 (including its consolidated subsidiaries,2*is made known to us by others within those0(entities, particularly during the period/'in which this report is being prepared; (b)5-Designed such internal control over financial2*reporting, or caused such internal control/'over financial reporting to be designed4,under our supervision, to provide reasonable.&assurance regarding the reliability of/'financial reporting and the preparation5-of financial statements for external purposes-%in accordance with generally acceptedaccounting principles; (c)7/Evaluated the effectiveness of the registrant?s.&disclosure controls and procedures and0(presented in this report our conclusions1)about the effectiveness of the disclosureD lui8SD[u,x. !"#$%&'()*+,-./01  1 )controls and procedures, as of the end of!!/!'the period covered by this report based"""on such evaluation; and###$ $(d)2$*Disclosed in this report any change in the%%4%,registrant?s internal control over financial&&7&/reporting that occurred during the registrant?s''4',most recent fiscal quarter (the registrant?s((6(.fourth fiscal quarter in the case of an annual))-)%report) that has materially affected,**5*-or is reasonably likely to materially affect,++.+&the registrant?s internal control over,, ,financial reporting; and-.$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(Th- hs*SG;=PF0*8X> @1100// l  )q  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??  ADVAXIS INCADVAXIS INC (1)3 List of Exhibits3 List of Exhibits (1)3 List of Exhibits (2)3 List of Exhibits (3)3 List of Exhibits (4)PURSUANT TO 18USC 7350PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350 (1)U } $} : )      Advaxis, Inc.10-K/A 01/21/2020#PURSUANT TO 18. U.S.C. 7350~ 3+I have reviewed this Amendment No. 1 to the 5 -annual report on Form 10-K for the year ended * "October 31, 2019 of Advaxis, Inc.;  ~  / 'Based on my knowledge, this report does 6 .not contain any untrue statement of a material7/fact or omit to state a material fact necessary0(to make the statements made, in light of5-the circumstances under which such statements.&were made, not misleading with respect-%to the period covered by this report;~ 80Based on my knowledge, the financial statements,0(and other financial information included6.in this report, fairly present in all material1)respects the financial condition, results6.of operations and cash flows of the registrant0(as of, and for, the periods presented in this report;~ 1)The registrant?s other certifying officer.&and I are responsible for establishing/'and maintaining disclosure controls and.&procedures (as defined in Exchange ActDlth#K~9\OR !"#$%&'( 3 +Rules 13a-15(e) and 15d-15(e)) and internal!4!,control over financial reporting (as defined"6".in Exchange Act Rules 13a-15(f) and 15d-15(f))#$#for the registrant and have:$%$&____________________________1')Created by Morningstar Document Research.0((http://documentresearch.morningstar.com/^y3=PF0*8X> @((''&& l  2  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??  ADVAXIS INCADVAXIS INC (1)3 List of Exhibits3 List of Exhibits (1)3 List of Exhibits (2)3 List of Exhibits (3)3 List of Exhibits (4)PURSUANT TO 18USC 7350PURSUANT TO 18USC 7350 (1)PURSUANT TO 18 USC 7350U } $ } } 8 2      Advaxis, Inc.10-K/A 01/21/2020#PURSUANT TO 18. U.S.C. 7350 (a)-%Designed such disclosure controls and  - %procedures, or caused such disclosure  . &controls and procedures to be designed  6 .under our supervision, to ensure that material  / 'information relating to the registrant,  0 (including its consolidated subsidiaries,2*is made known to us by others within those0(entities, particularly during the period/'in which this report is being prepared; (b)5-Designed such internal control over financial2*reporting, or caused such internal control/'over financial reporting to be designed4,under our supervision, to provide reasonable.&assurance regarding the reliability of/'financial reporting and the preparation5-of financial statements for external purposes-%in accordance with generally acceptedaccounting principles; (c)7/Evaluated the effectiveness of the registrant?s.&disclosure controls and procedures and0(presented in this report our conclusions1)about the effectiveness of the disclosureD lth7RCZt+w- !"#$%&'()*+,-./01  1 )controls and procedures, as of the end of!!/!'the period covered by this report based"""on such evaluation; and###$ $(d)2$*Disclosed in this report any change in the%%4%,registrant?s internal control over financial&&7&/reporting that occurred during the registrant?s''4',most recent fiscal quarter (the registrant?s((6(.fourth fiscal quarter in the case of an annual))-)%report) that has materially affected,**5*-or is reasonably likely to materially affect,++.+&the registrant?s internal control over,, ,financial reporting; and-.$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(Th- hs*SG;=PF0*8X> @1100// Root Entry FBook    !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}