ࡱ;   !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~Root Entry  \pCalc Ba=`  !"#$%&'()*+,-./0=@ 8X@"1Calibri1Arial1Arial1Arial1Calibri1Calibri General;6_(\$* #,##0.00_);_(\$* \(#,##0.00\);_(\$* \-??_);_(@_) #,##0.003._(\$* #,##0_);_(\$* \(#,##0\);_(\$* \-_);_(@_) #,##0\(#,##0_);[RED]\(#,##0\)!"($"#,##0_);[RED]"($"#,##0\)'""($"#,##0.00_);[RED]"($"#,##0.00\)#\(#,##0.00_);[RED]\(#,##0.00\)                + ) , *   (  (  $ (   (  $      $  $ (8 (8   ( `ߤpart ii part ii-1E part ii-2 part ii-3E part ii-47 part ii-5 part ii-6Obalance sheets3 advaxis inc"statements of shareholders advaxis inc-1"msupplemental disclosures o"supplemental schedule of n net loss per share 3 property and equipmentu4 intangible assets4 intangible assets-15 accrued expenses"% 8 common stock purchase wa$8 common stock purchase wa-1${8 common stock purchase wa-2$"8 common stock purchase wa-3&9 stock options]-9 stock options-1"#110 commitments and conting$810 commitments and conting-1$<10 commitments and conting-2$B10 commitments and conting-3$GG10 commitments and conting-4$AJ10 commitments and conting-5";Mcommon stock warrant liabiQ advaxis inc-2ET advaxis inc-3;W advaxis inc-4satable of contentsMgtable of contents-1wiexhibit e storage feesm exhibit 231"osection 302 of the sarbane$rsection 302 of the sarbane-1$)usection 302 of the sarbane-2$Kwsection 302 of the sarbane-3$ysection 302 of the sarbane-4$o|section 302 of the sarbane-5$~section 302 of the sarbane-6$section 302 of the sarbane-7"as adopted pursuant to sec$as adopted pursuant to sec-1T100      !"#$%&'()*+,-./03  @@   HPART II Fiscal 2014HighLowFourth Quarter Third QuarterSecond Quarter First Quarter Fiscal 2013Exhibit NumberDescription of Exhibits2004 Stock Option Plan of the registrant. Incorporated by reference to Exhibit 4.1 to Report on Form S-8 filed with the SEC on December 1, 2005.2005 Stock Option Plan of the registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on May 15, 2006.%License Agreement, between the Trustees of the University of Pennsylvania and the registrant dated as of June 17, 2002, as Amended and Restated on February 13, 2007. Incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-KSB filed with the SEC on February 13, 2007.&Sponsored Research Agreement dated November 1, 2006 by and between the Trustees of the University of Pennsylvania (Dr. Paterson Principal Investigator) and the registrant. Incorporated by reference to Exhibit 10.44 to Annual Report on 10-KSB filed with the SEC on February 13, 2007.Agreement, dated July 7, 2003, by and between Cobra Biomanufacturing PLC and Advaxis, Inc. Incorporated by reference to Exhibit 10.16 to Pre-Effective Amendment No. 4 filed on June 9, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Employment Agreement, dated March 1, 2005, by and between John Rothman and the registrant. Incorporated by reference to Exhibit 10.25 to Pre-Effective Amendment No. 2 filed on April 8, 2005 to Registration Statement on Form SB-2/A (File No. 333-122504).Royalty Agreement, dated as of May 11, 2003, by and between Cobra Bio-Manufacturing PLC and the registrant. Incorporated by reference to Exhibit 10.28 to Pre-Effective Amendment No. 4 filed on June 9, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Employment Agreement dated August 21, 2007 between the registrant and Thomas Moore. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on August 27, 2007.Note purchase agreement, dated September 22, 2008 by and between Thomas A. Moore and the registrant. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 30, 2008.Technical/Quality Agreement dated May 6, 2008 by and between Vibalogics GmbH and the registrant. Incorporated by reference to Exhibit 10.57 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Master Service Agreement dated April 7, 2008 by and between Vibalogics GmbH and the registrant. Incorporated by reference to Exhibit 10.58 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Form of Senior Promissory Note as amended, between the registrant and Thomas Moore. Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed with the SEC on June 19, 2009.Form of Amended and Restated Senior Promissory Note, between the registrant and Thomas Moore. Incorporated by reference to Exhibit 4.17 to Annual Report on Form 10-K filed with the SEC on February 19, 2010.Amended and Restated 2009 Stock Option Plan of the registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on April 30, 2010.$Second Amendment to the Amended and Restated Patent License Agreement between the registrant and the Trustees of the University of Pennsylvania dated as of May 10, 2010. Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on June 3, 2010.Clinical Trial Services Agreement, dated December 13, 2009, by and between the Gynecologic Oncology Group and Advaxis, Inc. Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on June 14, 2012.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.Exchange Agreement, dated as of July 5, 2012, by and between Advaxis, Inc. and Thomas A. Moore. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 11, 2012.Amendment No. 1 to 2011 Omnibus Incentive Plan of registrant. Incorporated by reference to Annex B to DEF 14A Proxy Statement filed with the SEC on July 19, 2012.Promissory Note issued to JLSI, LLC on July 21, 2012. Incorporated by reference to Exhibit 10.111 to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on August 31, 2012.Form of Convertible Promissory Note issued to Dr. James Patton. Incorporated by reference to Exhibit 10.112 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on September 11, 2012.Form of Convertible Promissory Note issued to JMJ Financial on August 27, 2012. Incorporated by reference to Exhibit 10.113 to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on August 31, 2012.Form of note purchase agreement by and between Advaxis, Inc. and Dr. James Patton. Incorporated by reference to Exhibit 10.114 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on September 11, 2012.Common Stock Purchase Agreement by and between Advaxis, Inc. and Hanover Holdings I, LLC, dated as of October 26, 2012. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 31, 2012.Registration Rights Agreement by and between Advaxis, Inc. and Hanover Holdings I, LLC, dated as of October 26, 2012. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 31, 2012.;Order for Approval of Stipulation for Settlement of Claims entered by the Superior Court of the State of California for the County of Los Angeles  Central District, dated December 20, 2012. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on December 28, 2012.Stipulation for Settlement of Claims between Ironridge Global IV, Ltd. and Advaxis, Inc., dated December 19, 2012. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on December 28, 2012.Form of Securities Purchase Agreement, dated as of December 13, 2012, by and between Advaxis, Inc. and Tonaquint, Inc. Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013.Form of Security Agreement, dated as of December 13, 2012, by Advaxis, Inc. in favor of Tonaquint, Inc. Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013.Separation Agreement and General Release dated March 20, 2013 between Advaxis, Inc. and John Rothman. Incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013.Convertible Promissory Note issued to JMJ Financial on April 26, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on May 8, 2013.Securities Purchase Agreement dated June 21, 2013 between Advaxis, Inc. and Redwood Management, LLC. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on June 27, 2013.5% Convertible Debenture dated June 21, 2013 issued to Redwood Management, LLC. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on June 27, 2013.Consultin< g Agreement by and between Advaxis, Inc. and Thomas A. Moore, dated August 19, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 20, 2013.Employment Agreement by and between Advaxis, Inc. and Daniel J. O Connor, dated August 19, 2013. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on August 20, 2013.Form of Indemnification Agreement. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on August 20, 2013Employment Agreement by and between Advaxis, Inc. and Mark J. Rosenblum, dated September 4, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 10, 2013.Securities Purchase Agreement dated September 4, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 10, 2013.Convertible Promissory Note dated September 4, 2013. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on September 10, 2013.Amendment No. 1 dated September 4, 2013 to Convertible Promissory Note dated April 26, 2013. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on September 10, 2013.Employment Agreement between Advaxis, Inc. and Robert Petit, dated September 26, 2013. Incorporated by reference to Exhibit 10.70 to Registration Statement on Form S-1/A (File No. 333-188637) filed with the SEC on September 27, 2013.Employment Agreement between Advaxis, Inc. and Chris French, dated September 26, 2013. Incorporated by reference to Exhibit 10.71 to Registration Statement on Form S-1/A (File No. 333-188637) filed with the SEC on September 27, 2013.Debt Conversion Agreement between Advaxis, Inc. and Thomas A. Moore dated September 26, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 27, 2013.Form of Exchange Agreement between Advaxis, Inc. and Redwood Management, LLC dated September 27, 2013. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on September 27, 2013.Notice of Settlement and Redemption Agreement dated September 26, 2013. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on September 27, 2013.Exchange and Settlement Agreement between Advaxis, Inc. and Iliad Research and Trading, LP, dated October 10, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 11, 2013.Accelerated Conversion and Note Termination Agreement between Advaxis, Inc. and JMJ Financial, dated October 16, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 17, 2013.10.77! 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, 2013.10.78! Form of Restricted Stock Agreement between Advaxis, Inc. and Gregory T. Mayes, III, dated October 25, 2013. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 29, 2013.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, 2014.10.80! 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, 2014.10.81! 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, 2014.10.82! 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, 2014.10.83! 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, 2014.10.84! Amendment No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Chris L. French. 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, 2014.10.87! 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, 2014.10.88! Separation Agreement and General Release, dated March 24, 2014, between Advaxis, Inc. and Mark J. Rosenblum. Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.10.89! 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, 2014.10.90! 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, 2014.10.91! 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, 2014.7Exhibit Number10.92! Amendment No. 2, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Chris L. French. Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.10.93! 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, 2014.10.94! Employment Agreement, dated October 20, 2014, by and between Advaxis, Inc. and David J. Mauro. Incorporated by reference to Exhib< it 10.1 to Current Report on Form 8-K filed with the SEC on October 21, 201410.95! 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. 10.101***yClinical Trial Collaboration and Supply Agreement by and between Advaxis, Inc. and Merck & Co. dated August 22, 2014.10.102*lManufacturing Services Agreement by and between Advaxis, Inc. and IDT Biologika dated September 8, 2014.Clinical Trial Collaboration and Supply Agreement by and between Advaxis, Inc. and MedImmune, LLC dated August 22, 2014. Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on September 9, 2014.Code of Business Conduct and Ethics dated November 12, 2004. Incorporated by reference to Exhibit 14.1 to Current Report on Form 8-K filed with the SEC on November 18, 2004.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.BALANCE SHEETS October 31,20142013ASSETSCurrent Assets:CashPrepaid ExpensesIncome Tax Receivable-Other Current AssetsDeferred Expenses - currentTotal Current AssetsDeferred Expenses  long-term8Property and Equipment (net of accumulated depreciation)3Intangible Assets (net of accumulated amortization) Other Assets TOTAL ASSETS$LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts PayableAccrued ExpensesBShort-term Convertible Notes and Fair Value of Embedded Derivative8Notes Payable  Officer (including interest payable)Total Current LiabilitiesCommon Stock Warrant LiabilityTotal LiabilitiesCommitments and ContingenciesShareholders Equity:Preferred Stock, $0.001 par value; 5,000,000 shares authorized; Series B Preferred Stock; issued and outstanding 0 at October 31, 2014 and 2013. Liquidation preference of $0 at October 31, 2014 and 2013.Common Stock - $0.001 par value; authorized 45,000,000 shares, issued and outstanding 19,630,139 at October 31, 2014 and 13,719,861 at October 31, 2013.Additional Paid-In CapitalAccumulated DeficitTotal Shareholders Equity(TOTAL LIABILITIES & SHAREHOLDERS EQUITY ADVAXIS, INC.Year Ended October 31,Revenue$-!Research and Development Expenses#General and Administrative ExpensesTotal Operating expensesLoss from OperationsOther Income (expense):Interest ExpenseOther Income (Expense)Gain (Loss) on Note RetirementkGain (Loss) on Change in Fair Value of Common Stock Warrant Liability and Embedded Derivative Liability"Net Loss before Income tax BenefitIncome Tax BenefitNet Loss*Dividends Attributable to Preferred Shares#Net Loss applicable to Common Stock,Net Loss per Common Share, Basic and DilutedGWeighted average number of common shares outstanding, basic and diluted"STATEMENTS OF SHAREHOLDERS EQUITYPreferredStock Common Stock Promissory)Numberof Sharesof OutstandingAmount)Numberof sharesof outstanding&Noteand Interest ReceivableAdditional Paid-inCapitalAccumulated DeficitShareholders EquityBalance at October 31, 2012:Stock compensation to employees, directors and consultantsBIssuance of shares upon conversion of convertible promissory notesQFair value of equity warrants issued in connection with Rodman May 2012 Financing-Common Stock issued upon exercise of warrants"Common Stock issued to consultants/Issuance of shares to employees under ESPP Plan?Issuance of shares to investors under stock purchase agreements$Interest on Optimus Notes ReceivableFractional shares cashed out,Issuance of shares under Hanover Equity Line-Issuance of shares under Ironridge SettlementGTo record Beneficial Conversion Feature on convertible promissory notes:Notice of Redemption and Settlement Agreement with OptimusIssuance of shares to SociusBrio Settlement<Issuance of earned but not issued shares to former employees!Partial conversion of Moore Notes8Issuance of shares under exchange agreement with RedwoodAdvaxis Public OfferingBalance at October 31, 2013Balance at October 31, 2014Year ended October 31,OPERATING ACTIVITIESKAdjustments to reconcile net loss to net cash used in operating activities:CNon-cash charges to consultants and employees for options and stock(Amortization of deferred financing costs8Amortization of discount on convertible promissory notesNon-cash interest expenseB(Gain) Loss on change in value of warrants and embedded derivativeWarrant expenseSettlement expenseEmployee Stock Purchase PlanDepreciation expense#Amortization expense of intangibles(Gain) on note retirement+Change in operating assets and liabilities:Prepaid expensesTaxes receivableDeferred expenses%Accounts payable and accrued expensesInterest payable Deferred rent%Net cash used in operating activitiesINVESTING ACTIVITIES,Proceeds from sale of property and equipment"Purchase of property and equipmentCost of intangible assets%Net cash used in Investing ActivitiesFINANCING ACTIVITIESProceeds from convertible notesRepayment of convertible notes&Cash paid for deferred financing costsProceeds from Officer LoanRepayment of Officer Loan&Proceeds from the exercise of warrants(Net proceeds of issuance of Common Stock)Net cash provided by Financing ActivitiesNet increase (decrease) in cashCash at beginning of yearCash at end of year1Supplemental Disclosures of Cash Flow InformationYearEnded October31,Cash paid for InterestCash paid for TaxesCSupplemental Schedule of Noncash Investing and Financing ActivitiesYear Ended October 31,?Accounts Payable and Accrued Expenses settled with Common Stock;Accounts Payable from consultants settled with Common StockKNotes payable and embedded derivative liabilities converted to Common StockMCancellation of Note Receivable in connection with Preferred Stock Redemption,Common Stock issued in exchange for warrantsNet Loss per ShareAs of October 31,Warrants Stock Options0Convertible Debt (using the if-converted method)Total3. PROPERTY AND EQUIPMENTOctober 31,Laboratory EquipmentAccumulated DepreciationNet Property and Equipment4. INTANGIBLE ASSETSLicensePatentsTotal intangiblesAccumulated AmortizationIntangible Asse< tsYear ending October 31,201520162017201820195. ACCRUED EXPENSES:Salaries and other compensationVendorsProfessional FeesWithholding taxes payableShare Purchase78. COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITYTypeExercise PriceExpiration DateType of FinancingCommon Stock Purchase WarrantMay 2015#May 2011 Convertible Debt Financing October 2015#Oct 2011 Convertible Debt FinancingMay 2015  January 2016(December 2011 Convertible Debt FinancingMay 2017#May 2012 Convertible Debt Financing $7.77-21.25December 2014  April 2015 Bridge NotesN/AVendor & Other $10.625-18.75January 2015  May 2017,Placement Agent  Convertible Debt Financing October 2018Former OfficerSeptember 2015 Consultant $2.76-5.52December 2015  March 2024Stock Purchase Agreement $5.625-18.75October 2015  August 20174August  September 2012 Convertible Promissory Notes $3.75-5.00October 2018  March 2019(Representative  Advaxis Public Offering4Grand Total"Exchange Warrants - Nonexercisable October 2014July 2012 ExchangesOctober 2014  October 2015 $9.24-21.25December 2013  April 2015May 2014  May 2017 $2.76-4.375December 2015  August 2016Shares)Weighted Average Exercise PriceHWeighted Average Remaining Contractual Life In YearsAggregate Intrinsic Value8Outstanding and Exercisable Warrants at October 31, 2013Issued ExercisedExpired8Outstanding and Exercisable Warrants at October 31, 2014 10/31/2014 10/31/2013Exercise Price: $2.76-21.25 Stock PriceExpected term:54 -1006 days561-1371 days Volatility %855.41% -129.38%898.89% -186.24%Risk Free Rate: .01%-1.62% .035%-.94%9. STOCK OPTIONS:"Outstanding as of October 31, 2012GrantedCancelled or Expired"Outstanding as of October 31, 2013"Outstanding as of October 31, 2014(Vested & Exercisable at October 31, 2014 Year EndedOctober 31, 2014October 31, 2013Expected volatility151.38-171.12%138.05% Expected LifeDividend yieldRisk-free interest rate 1.39-1.72%2.04%Forfeiture Rate4.4%!10. COMMITMENTS AND CONTINGENCIES ANNUALIZED'For the Year Ended October 31, 2014!Annual Amount to be PurchasedGross PurchaseNet PurchaseExecutive Officer$$# of shares$# of sharesDaniel J. O ConnorDavid J. MauroGregory T. MayesRobert G. PetitSara M. BonsteinChris L. FrenchOctober31, 2014October31, 2013FederalCurrentDeferredState and LocalChange in valuation allowance"Income tax provision (benefit)Years EndedDeferred Tax Assets!Net operating loss carryoversStock-based compensationOther 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 benefit0Deferred tax true-up - permanent differences*Non-deductible loss on note retirementDeferred tax adjustment=Income tax benefit from sale of New Jersey NOL carryoversOther permanent differences"Income tax (provision) benefit12.5%3.5%October 31, 2014Level 1Level 2Level 3pCommon Stock warrant liability, warrants exercisable at $5.63 - $21.25 from October 2014 through August 2017October 31, 2013pCommon Stock warrant liability, warrants exercisable at $5.63 - $21.25 from October 2013 through August 2017Common Stock warrant liability:Beginning balance!Issuance of Common Stock warrants#Exercises and exchanges of warrants?Issuance of additional warrants due to anti-dilution provisionsChange in fair valueEnding Balance Advaxis INC(i)At least forty-five (45) days prior to submission for publication of any paper, letter or any other publication, or thirty (30) days prior to submission for presentation of any abstract, poster, talk or any other presentation, the publishing Party shall provide to the other Party the full details of the proposed publication or presentation in an electronic version (cd-rom or email attachment). Upon written request from the other Party, the publishing Party agrees not to submit data for publication/presentation for an additional ninety (90) days in order to allow for actions to be taken to preserve rights for patent protection.(ii)The publishing Party shall give reasonable consideration to any request by the other Party made within the periods mentioned in clause (i) above to modify the publication.(iii)The publishing Party shall remove all Confidential Information of the other Party before finalizing the publication. ADVAXIS INC.By:)President and Chief Executive OfficerMERCK SHARP & DOHME BVNameTitleStudy Procedures$Shared between the Two PartiesNot SharedTiming for Data Sharing Party to Analyze Data/SampleData[C.I.]SamplesTable of ContentsQPART I: INTRODUCTORY STATEMENT, DEFINITIONS AND VARIABLE TERMS AND CONDITIONS1. DEFINITIONS2. PERFORMANCE OF SERVICES%3. DELIVERY, SHIPMENT AND STORAGE*PART II: STANDARD TERMS AND CONDITIONS4. FEES AND PAYMENT5. REGULATORY MATTERS6. CHANGES"7. AMENDMENTS TO THE AGREEMENT+8. NON-CONFORMING PRODUCTS AND SERVICES9. CONFIDENTIALITY$10. INTELLECTUAL PROPERTY RIGHTS11. WARRANTIES12. INDEMNITY13. INSURANCE14. TERM AND TERMINATION15. DISPUTE RESOLUTION16. ALLIANCE MANAGERS17. STEERING COMMITTEE18. MISCELLANEOUSPART III: EXHIBITS#Notices. Notices shall be sent:FIf to IDT: IDT Biologika GmbH Attn: CEO Am Pharmapark D-06861 Dessau-Rosslau Germany Fax: +49 (0) 34901 885 323If to ADVAXIS: ADVAXIS Inc. Attn.: Daniel J. O Connor, President & CEO 305 College Road East Princeton, NJ 08540 Phone: 609-452-9813 Fax: 609-452-9818Exhibit E: Storage FeesNo.Type of StoragePriceUnitFurther ConditionsStandard Storage: 15- 25C /pallet/monthCold Storage A: 2-8C"Cold Storage B: - 45 -15C /DS batch/month<CUp to 50 batch storage spaces available per deep freezing room.%Cold Storage C: ab -65 - 85CD /Storage Shelf Space/month;Up to 40 shelf spaces available per deep freezing room. EXHIBIT 23.1/s/ Marcum llp Marcum llpNew York, NYJanuary 5, 2015/(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, 2014 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; andAll 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./s/ Daniel J. O ConnorName:Daniel J. O ConnorTitle:%Chief Executive Officer and President/s/ Sara M. Bonstein.Chief Financial Officer, Senior Vice PresidentDAS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002Date: January 5, 2015Daniel J. O Connor)Chief Executive Officer and PresidentSara M. 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