ࡱ;   !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~Root Entry  \pCalc Ba=h  !"#$%&'()*+,-./01234=@ 8X@"1Calibri1Arial1Arial1Arial1Calibri1Calibri General;6_(\$* #,##0.00_);_(\$* \(#,##0.00\);_(\$* \-??_);_(@_) #,##0 #,##0.003._(\$* #,##0_);_(\$* \(#,##0\);_(\$* \-_);_(@_)\(#,##0_);[RED]\(#,##0\)!"($"#,##0_);[RED]"($"#,##0\)'""($"#,##0.00_);[RED]"($"#,##0.00\)#\(#,##0.00_);[RED]\(#,##0.00\)                + ) , *   (  (  $ (8   (   (  $    $  $ (8   ( (8 `part iim part ii-1 part ii-2"treasury share repurchases$-treasury share repurchases-1$gtreasury share repurchases-2$ͺtreasury share repurchases-3$treasury share repurchases-4balance sheets# advaxis inc"statements of shareholders advaxis inc-1"ksupplemental schedule of n net loss per share 3 investments 4 property and equipment 5 intangible assetsA5 intangible assets-1k 6 accrued expenses"8 common stock purchase wa$8 common stock purchase wa-1$8 common stock purchase wa-2a$warrant liability"5(9 share based compensation#}/restricted stock units rsus4 stock optionsY;stock options-1Estock options-2"CIshares issued to c onsulta Loffice laboratory leaseP11 income taxesU11 income taxes-1Z11 income taxes-2^ 13 fair valueb13 fair value-1" fcommon stock warrant liabijphase out periodm advaxis inc-2 q advaxis inc-3t advaxis inc-4 x advaxis inc-5{ exhibit 231"}section 302 of the sarbane$section 302 of the sarbane-1$1section 302 of the sarbane-2$Ssection 302 of the sarbane-3$χsection 302 of the sarbane-4$section 302 of the sarbane-5$section 302 of the sarbane-6$)section 302 of the sarbane-7"as adopted pursuant to sec$Ias adopted pursuant to sec-1T544      !"#$%&'()*+,-./012343  @@   *PART II Fiscal 2015HighLowFourth Quarter Third QuarterSecond Quarter First Quarter Fiscal 2014 Fiscal 2013Treasury Share RepurchasesPeriod9(a) Total Number of Shares Purchased (1)1(b) Average Price Paid Per Sharey(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programsc(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program August 1, 2015  August 31, 2015N/A&September 1, 2015  September 30, 2015"October 1, 2015  October 31, 2015TotalExhibit NumberDescription of ExhibitsForm of Common Stock Purchase Warrant. Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the SEC on January 5, 2012.<Form of Common Stock Purchase Warrant issued pursuant to the Exchange Agreements, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on May 18, 2012.@Form of Common Stock Purchase Warrant issued pursuant to the note purchase agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed with the SEC on May 18, 2012.Form of Common Stock Purchase Warrant issued to Dr. James Patton. Incorporated by reference to Exhibit 4.23 to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on September 11, 2012.!Form of Secured Promissory Note issued pursuant to the Securities Purchase Agreement, dated as of December 13, 2012, by and between Advaxis, Inc. and Tonaquint, Inc. Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013.4Form of Warrant to Purchase Shares of Common Stock issued pursuant to the Securities Purchase Agreement, dated as of December 13, 2012, by and between Advaxis, Inc. and Tonaquint, Inc. Incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013. Form of Warrant Agency Agreement by and between Advaxis, Inc. and Securities Transfer Corporation and Form of Warrant Certificate. Incorporated by reference to Exhibit 4.18 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. 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 Warrant to Purchase 30,154 Shares of Common Stock issued September 17, 2013 pursuant to an engagement letter termination agreement. Incorporated by reference to Exhibit 4.20 to Registration Statement on Form S-1/A (File No. 333-188637) filed with the SEC on September 27, 2013.Form of Warrant Agency Agreement between Advaxis, Inc. and Securities Transfer Corporation dated October 22, 2013 and Form of Warrant Certificate. Incorporated by reference to Exhibits 10.1 and 10.2 to Current Report on Form 8-K filed with the SEC on October 22, 2013.Common Stock purchase warrant, dated as of March 19, 2014, by and between Advaxis, Inc. and Aratana Therapeutics, Inc. Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.Form of Representative s Warrant related to the Underwriting Agreement, dated as of March 31, 2014, by and between Advaxis, Inc. and Aegis Capital Group. Incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.2004 Stock Option Plan of the registrant. Incorporated by reference to Exhibit 4.1 to Report on Form S-8 filed with the SEC on December 1, 2005.2005 Stock Option Plan of the registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on May 15, 2006.%License Agreement, between the Trustees of the University of Pennsylvania and the registrant dated as of June 17, 2002, as Amended and Restated on February 13, 2007. Incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-KSB filed with the SEC on February 13, 2007.&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).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).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.Amended and Restated 2009 Stock Option Plan of the registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on April 30, 2010.$Second Amendment to the Amended and Restated Patent License Agreement between the registrant and the Trustees of the University of Pennsylvania dated as of May 10, 2010. Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on June 3, 2010.Note purchase agreement, dated as of May 9, 2011, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 10.1 to Amendment to Current Report on Form 8-K/A filed with the SEC on May 12, 2011.2011 Omnibus Incentive Plan of registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on August 29, 2011.2011 Employee Stock Purchase Plan. Incorporated by reference to Annex B to DEF 14A Proxy Statement filed with the SEC on August 29, 2011.Amendment No. 1 to the Advaxis, Inc. 2011 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on December 20, 2011.Exchange Agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on May 18, 2012.Amendment, Consent and Waiver Agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on May 18, 2012.>Form of Convertible Promissory Note issued pursuant to the note purchase a< greement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the SEC on May 18, 2012.Note purchase agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on May 18, 2012.Registration Rights Agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the SEC on May 18, 2012.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.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.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.Employment Agreement by and between Advaxis, Inc. and Daniel J. O Connor, dated August 19, 2013. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on August 20, 2013.Indemnification Agreement. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on August 20, 2013.10.26! 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, 2013.10.27! 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, 2013.10.28! 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, 2014.10.30! 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, 2014.10.31! 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, 2014.10.32! 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, 2014.10.33! 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, 2014.10.36! 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, 2014.10.37! 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, 2014.10.38! 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, 2014.10.39! 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, 2014.10.40! Amendment No. 2, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Robert G. Petit. Incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.10.41! 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, 2014.10.42! Employment Agreement, dated October 20, 2014, by and between Advaxis, Inc. and David J. Mauro. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 21, 201410.43! 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 Inc< entive 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, 2015Manufacturing Services Agreement by and between Advaxis, Inc. and IDT Biologika dated September 8, 2014. Incorporated by reference to Exhibit 10.102 to Annual Report on Form 10-K filed with the SEC on January 6, 2015Clinical Study Collaboration Agreement between Advaxis, Inc and Incyte Corporation. Dated February 10, 2015. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on February 12, 2015.10.52! Amendment No. 1, dated as of April 17, 2015, to the Employment Agreement by and between Advaxis, Inc and David J. Mauro. Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed with the SEC on June 15, 2015.10.53! Amendment No. 2, dated as of April 17, 2015, to the Employment Agreement by and between Advaxis, Inc and Sara M. Bonstein. Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed with the SEC on June 15, 2015.10.54! Amendment No. 3, dated as of April 17, 2015, to the Employment Agreement by and between Advaxis, Inc and Daniel J. O Connor. Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on June 15, 2015.10.55! Amendment No. 3, dated as of April 17, 2015, to the Employment Agreement by and between Advaxis, Inc and Gregory T. Mayes. Incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed with the SEC on June 15, 2015.10.56! 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, 2015.10.57***rExclusive License Agreement, dated August 25, 2015, by and between Advaxis, Inc. and Knight Therapeutics, Inc.uSecurities Purchase Agreement, dated as of August 25, 2015, between Advaxis, Inc., Knight Therapeutics Inc., and Sectoral Asset Management. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 28, 2015.10.59! *Amendment No. 4, dated as of December 31, 2015, to the Employment Agreement by and between Advaxis, Inc and Robert G. Petit.10.60! *Amendment No. 3, dated as of December 31, 2015, to the Employment Agreement by and between Advaxis, Inc and Sara M. Bonstein.10.61! *Amendment No. 4, dated as of December 31, 2015, to the Employment Agreement by and between Advaxis, Inc and Daniel J. O Connor.10.62! *Amendment No. 4, dated as of December 31, 2015, to the Employment Agreement by and between Advaxis, Inc and Gregory T. Mayes.BALANCE SHEETS October 31,20152014ASSETSCurrent Assets:Cash and Cash EquivalentsInvestments  Held-to-Maturity-Interest ReceivablePrepaid ExpensesIncome Tax ReceivableDeferred Expenses - CurrentOther Current AssetsTotal Current Assets8Property and Equipment (net of accumulated depreciation)3Intangible Assets (net of accumulated amortization) Other Assets TOTAL ASSETS$LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts PayableAccrued ExpensesFShort-term Convertible Notes and Fair Value of Embedded DerivativeTotal Current LiabilitiesCommon Stock Warrant LiabilityTotal Liabilities'Commitments and Contingencies  Note 11Shareholders Equity:Preferred Stock, $0.001 par value; 5,000,000 shares authorized; Series B Preferred Stock; 0 shares issued and outstanding at October 31, 2015 and 2014. Liquidation preference of $0 at October 31, 2015 and 2014.Common Stock - $0.001 par value; 45,000,000 shares authorized, 33,591,882 shares issued and 33,574,963 shares outstanding at October 31, 2015 and 19,630,139 shares issued and outstanding at October 31, 2014.Additional Paid-In CapitalXTreasury Stock, at cost, 16,919 shares at October 31, 2015 and 0 shares October 31, 2014Accumulated DeficitTotal Shareholders Equity(TOTAL LIABILITIES & SHAREHOLDERS EQUITY ADVAXIS, INC.Year Ended October 31,Revenue$-!Research and Development Expenses#General and Administrative ExpensesTotal Operating ExpensesLoss from OperationsOther Income (Expense):Interest Income3Net Changes in Fair Value of Derivative LiabilitiesOther Income (Expense), Net"Net Loss Before Income Tax BenefitIncome Tax BenefitNet Loss,Net Loss per Common Share, Basic and DilutedGWeighted Average Number of Common Shares Outstanding, Basic and Diluted"STATEMENTS OF SHAREHOLDERS EQUITYPreferred Stock Common StockAdditional Paid-inTreasury Stock Accumulated Shareholders SharesAmountCapitalDeficitEquityBalance at October 31, 2013:Stock compensation to employees, directors and consultantsFTax withholdings paid related to net share settlement of equity awards-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 agreementsAdvaxis Public OfferingBalance at October 31, 2014FTreasury stock purchased to pay employee withholdings on equity awardsKTreasury shares sold to pay for employee tax withhholdings on equity awards,Common Stock issued upon exercise of options-Conversion of notes payable into common stock#Advaxis registered direct offeringsBalance at October 31, 2015Year 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 stockNon-cash interest expenseBLoss (Gain) on change in value of warrants and embedded derivativeWarrant expense,(Gain) on disposal of property and equipment&Loss on write-off of intangible assetsSettlement expenseEmployee Stock Purchase PlanDepreciation expense#Amortization expense of intangibles7Amortization of premium on held-to-maturity investmentsDebt conversion expense(Gain) on note retirement+Change in operating assets and liabilities:Interest receivablePrepaid expensesTaxes receivable (1,731,317Other current assetsDeferred expenses(617,676Security deposit%Accounts payable and accrued expensesInterest payable%Net cash used in operating activitiesINVESTING ACTIVITIES+Investments in held to maturity investments"Purchase of property and equipmentCost of intangible assets%Net cash used in Investing ActivitiesFINANCING ACTIVITIESRepayment of Officer Loan!Proceeds from exercise of options&Proceeds from the exercise of warrants(Net proceeds of issuance of Common StockJTre< asury shares sold to pay for employee tax withholdings on equity awards)Net cash provided by Financing Activities4Net increase (decrease) in Cash and Cash Equivalents.Cash and Cash Equivalents at beginning of year(Cash and Cash Equivalents at end of yearCSupplemental Schedule of Noncash Investing and Financing Activities?Accounts Payable and Accrued Expenses settled with Common Stock-Conversion of notes payable into Common Stock*Sale of treasury shares pending settlementNet Loss per ShareAs of October 31,Warrants Stock Options0Convertible Debt (using the if-converted method)3. INVESTMENTSOctober 31, 2015 Amortized cost, as adjusted)Gross unrealized holding gains*Gross unrealized holding lossesEstimated fair valueShort-term investments:Certificates of Deposit"Domestic Governmental Agency LoansU.S Treasury Notes&Total short-term investment securities4. PROPERTY AND EQUIPMENTLeasehold ImprovementsLaboratory EquipmentFurniture and FixturesComputer EquipmentConstruction in ProgressTotal Property and Equipment)Accumulated Depreciation and AmortizationNet Property and Equipment5. INTANGIBLE ASSETSLicensePatentsTotal intangiblesAccumulated AmortizationNet Intangible AssetsYear ending October 31,201620172018201920206. ACCRUED EXPENSES:Salaries and other compensationVendorsProfessional FeesWithholding taxes payableTotal Accrued Expenses78. COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITYTypeExercise PriceExpiration DateType of Financing!Common Stock Purchase WarrantJanuary 2016,December 2011 Convertible Debt Financing!Common Stock Purchase WarrantMay 2017'May 2012 Convertible Debt FinancingVendor & Other $10.63-18.75November 2015 May 20170Placement Agent  Convertible Debt Financing October 2018Former Officer $2.76-5.52December2015 March2024Stock Purchase Agreement August 20178August  September 2012 Convertible Promissory Notes $3.75-5.00October 2018  March 2019,Representative  Advaxis Public Offering4Grand TotalMay 2015'May 2011 Convertible Debt Financing October 2015'Oct 2011 Convertible Debt FinancingMay 2015  January 2016,December 2011 Convertible Debt Financing $7.77-21.25December2014 April2015 Bridge Notes $10.625-18.75January 2015  May 2017September 2015 Consultant $5.625-18.75October 2015  August 2017)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 Exercised *8Outstanding and Exercisable Warrants at October 31, 2015Warrant Liability 10/31/2015 10/31/2014Exercise Price $2.76-21.25 Stock Price Expected Term81.52-1.76 years80.01-2.76 years Volatility % 93.87%-95.00%855.41% -129.38%Risk Free Rate.075% .01%-1.62%9. SHARE BASED COMPENSATION ANNUALIZEDAnnual Amount'For the Year Ended October 31, 2015to be PurchasedGross PurchaseNet Purchase Executive$$# of shares$# of sharesDaniel J. O ConnorDavid J. MauroGregory T. MayesRobert G. PetitSara M. BonsteinRestricted Stock Units (RSUs) Number ofWeighted-AverageRSUsGrant Date Fair Value Balance at October 31, 2013:GrantedVested Cancelled Balance at October 31, 2014:Balance at October 31, 2015IWeighted Average Remaining Contractual Life In YearsAggregate Intrinsic Value"Outstanding as of October 31, 2013Cancelled or Expired"Outstanding as of October 31, 2014"Outstanding as of October 31, 2015*Vested and Exercisable at October 31, 2015Options OutstandingOptions ExercisableWeightedAverageExerciseNumber Remaining Intrinsic Price Range Outstanding ContractualPriceValue Exercisable$3.00 - $9.99$10.00 - $14.99$15.01 - $19.99$20.00 - $36.00Year EndedOctober 31, 201435-10 years05 yearsExpected Volatility109.26%-154.54%151.38%-171.12%Expected Dividends0%Risk Free Interest Rate 1.41%-2.27% 1.39%-1.72%Shares Issued to c onsultantsResearch and developmentGeneral and administrativeOffice & Laboratory Lease Thereafter11. INCOME TAXES:October 31, 2015October 31, 2014FederalCurrentDeferredState and LocalChange in valuation allowanceIncome tax provision (benefit) Years EndedDeferred Tax AssetsNet operating loss carryoversStock-based compensationOther deferred tax assetsTotal deferred tax assetsValuation allowance.Deferred tax asset, net of valuation allowanceDeferred Tax LiabilitiesOther deferred tax liabilitiesTotal deferred tax liabilities"Net deferred tax asset (liability)US Federal statutory rate34.0%(State income tax, net of federal benefitDeferred tax adjustment9Income tax benefit from sale of New Jersey NOL carryoversOther permanent differencesIncome tax (provision) benefit3.3%12.5%13. FAIR VALUELevel 1Level 2Level 3qCommon stock warrant liability, warrants exercisable at $10.63- $18.75 from November 2015 through August 2017qCommon stock warrant liability, warrants exercisable at $2.76 - $21.25 from November 2014 through August 2017Common stock warrant liability:Beginning balance?Issuance of additional warrants due to anti-dilution provisionsChange in fair valueEnding BalancePhase Out PeriodIf to Advaxis:2Attention: President & Chief Executive Officer305 College Road EastPrinceton, NJ 08540Phone: 609-452-9813Fax: 609-452-9818 If to Knight:Attention: President & CEO#376 Victoria, Avenue, Suite 220Montreal, QuebecCanada, H3Z 1C3Phone: 514 484 4830Fax: 514 481 4116 Advaxis INCADVAXIS, INC.By:/s/ Daniel O ConnorName:Daniel O ConnorTitle:President and CEO EXECUTIVE9/s/ Robert Petit5Robert Petit=/s/ Sara M. Bonstein9Sara M. Bonstein/s/ James PattonJames PattonChairman of the Board=/s/ Gregory T. Mayes9Gregory T. Mayes EXHIBIT 23.1/s/ Marcum llpMarcum llpNew York, NYJanuary 8, 2016/(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, 2015 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 pe<riods 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 ConnorDaniel J. O Connor)Chief Executive Officer and President/s/ Sara M. BonsteinSara M. 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