Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2021

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-36138

ADVAXIS, INC.

(Exact name of registrant as specified in its charter)

Delaware		02-0563870
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

305 College Road East, Princeton, NJ		08540
(Address of principal executive offices)		(Zip Code)

(609) 452-9813

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ADXS	Nasdaq Capital Market
Preferred Share Purchase Rights	-	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has fled all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such fling requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	[ ]	Accelerated Filer	[ ]
Non-accelerated Filer	[X]	Smaller Reporting Company	[X]
Emerging growth company	[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares of the registrant’s Common Stock, $0.001 par value, outstanding as of March 8, 2021 was 119,466,620.

TABLE OF CONTENTS

		Page No.

PART I	FINANCIAL INFORMATION	5

Item 1.	Financial Statements (unaudited)	5

	Condensed Balance Sheets	5

	Condensed Statements of Operations	6

	Condensed Statements of Cash Flows	7

	Notes to the Condensed Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II	OTHER INFORMATION	25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 6.	Exhibits	25

SIGNATURES		26

CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS

This quarterly report on Form 10-Q (“Form 10-Q”) of Advaxis, Inc. (the “Company”) includes statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, these forward-looking statements can be identified by the use of such terms as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or the negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. They appear in a number of places throughout this Form 10-Q and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our ongoing and planned discovery and development of drug candidates, the strength and breadth of our intellectual property, our ongoing and planned preclinical studies and clinical trials, the timing of and our ability to make regulatory filings and obtain and maintain regulatory approvals for our product candidates, the degree of clinical utility of our product candidates, particularly in specific patient populations, expectations regarding clinical trial data, our results of operations, financial condition, our available cash, liquidity, prospects, growth and strategies, impacts of the ongoing coronavirus (COVID-19) pandemic, the length of time that we will be able to continue to fund our operating expenses and capital expenditures, our expected financing needs and sources of financing, the industry in which we operate and the trends that may affect our industry or us.

By their nature, forward-looking statements involve risks and uncertainties because they relate to the occurrence and timing of events or circumstances, many of which are beyond the control of the Company As a result of these, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Form 10-Q, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this Form 10-Q. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this Form 10-Q, they may not be predictive of results or developments in future periods.

Some of the material factors that we believe could cause actual results to differ from those anticipated or predicted include:

	●	the success and timing of our clinical trials, including patient accrual;

	●	our ability to obtain and maintain regulatory approval or reimbursement of our product candidates for marketing;

	●	our ability to obtain the appropriate labeling of our products under any regulatory approval;

	●	our ability to develop and commercialize our products;
	●	potential effects of the COVID-19 pandemic on our business, financial condition, liquidity and results of operations, and our ability to continue operations in the same manner as previously conducted prior to the macroeconomic effects of the COVID-19 pandemic;

	●	the successful development and implementation of our sales and marketing campaigns;

	●	the change of key scientific or management personnel;

	●	the size and growth of the potential markets for our product candidates and our ability to serve those markets;

	●	our ability to successfully compete in the potential markets for our product candidates, if commercialized;

	●	regulatory developments in the United States and other countries;

	●	the rate and degree of market acceptance of any of our product candidates;

	●	new products, product candidates or new uses for existing products or technologies introduced or announced by our competitors and the timing of these introductions or announcements;

	●	market conditions in the pharmaceutical and biotechnology sectors;

	●	our available cash;

	●	the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;

	●	our ability to obtain additional funding;

	●	our ability to obtain and maintain intellectual property protection for our product candidates;

	●	the success and timing of our preclinical studies, including IND enabling studies;

	●	the ability of our product candidates to successfully perform in clinical trials and to resolve any clinical holds that may occur;

	●	our ability to obtain and maintain approval of our product candidates for trial initiation;

	●	our ability to manufacture and the performance of third-party manufacturers;

	●	our ability to identify license and collaboration partners and to maintain existing relationships;

	●	the performance of our clinical research organizations, clinical trial sponsors, clinical trial investigators and collaboration partners for any clinical trials we conduct;

	●	any outcomes from our review of strategic transactions;

	●	our ability to successfully implement our strategy; and

	●	the factors described in the “Risk Factors” section of the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2020 (the “2020 Annual Report on Form 10-K”), as updated and amended in other filings by the Company with the Securities and Exchange Commission (the “SEC”).

You should also read carefully the factors described in the “Risk Factors” section of the 2020 Annual Report on Form 10-K. Any forward-looking statements that we make in this Form 10-Q speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Form 10-Q except as required by the federal securities laws.

This Form 10-Q includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ADVAXIS, INC.

CONDENSED BALANCE SHEETS

(In thousands, except share and per share data)

	January 31, 2021			October 31, 2020
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	33,318		$	25,178
Deferred expenses		1,602			1,808
Prepaid expenses and other current assets		608			865
Total current assets		35,528			27,851

Property and equipment (net of accumulated depreciation)		2,189			2,393
Intangible assets (net of accumulated amortization)		3,404			3,261
Operating right-of-use asset (net of accumulated amortization)		4,644			4,839
Other assets		182			182
Total assets	$	45,947		$	38,526

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	399		$	410
Accrued expenses		2,142			1,737
Common stock warrant liability		44			17
Current portion of operating lease liability		992			962
Deferred revenue		-			165
Total current liabilities		3,577			3,291

Operating lease liability, net of current portion		4,795			5,055
Total liabilities		8,372			8,346

Commitments and contingencies – Note 9

Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; Series B Preferred Stock; 0 shares issued and outstanding at January 31, 2021 and October 31, 2020; Liquidation preference of $0 at January 31, 2021 and October 31, 2020		-			-
Common stock - $0.001 par value; 170,000,000 shares authorized, 116,130,688 and 78,074,023 shares issued and outstanding at January 31, 2021 and October 31, 2020, respectively		116			78
Additional paid-in capital		452,174			440,840
Accumulated deficit		(414,715	)		(410,738	)
Total stockholders’ equity		37,575			30,180
Total liabilities and stockholders’ equity	$	45,947		$	38,526

The accompanying notes should be read in conjunction with the financial statements.

ADVAXIS, INC.

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except share and per share data)

	Three Months Ended January 31,
	2021			2020

Revenue	$	1,615		$	3

Operating expenses:
Research and development expenses		2,570			4,859
General and administrative expenses		3,008			3,030
Total operating expenses		5,578			7,889

Loss from operations		(3,963	)		(7,886	)

Other income (expense):
Interest income, net		1			66
Net changes in fair value of derivative liabilities		(27	)		(37	)
Other income		12			-
Net loss before benefit for income taxes		(3,977	)		(7,857	)

Income tax expense		-			-

Net loss	$	(3,977	)	$	(7,857	)

Net loss per common share, basic and diluted	$	(0.05	)	$	(0.15	)

Weighted average number of common shares outstanding, basic and diluted		83,943,982			51,747,246

The accompanying notes should be read in conjunction with the financial statements.

ADVAXIS, INC.

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Three Months Ended January 31,
	2021			2020

OPERATING ACTIVITIES
Net loss	$	(3,977	)	$	(7,857	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation		236			242
Loss on change in value of warrants		27			37
Loss on disposal of property and equipment		12			-
Abandonment of intangible assets		-			232
Depreciation expense		192			229
Amortization expense of intangible assets		67			91
Amortization of right-of-use asset		195			181
Change in operating assets and liabilities:
Prepaid expenses and other current assets		463			789
Other assets		-			1
Accounts payable and accrued expenses		394			(1,462	)
Deferred revenue		(165	)		-
Operating lease liabilities		(230	)		(191	)
Net cash used in operating activities		(2,786	)		(7,708	)

INVESTING ACTIVITIES
Cost of intangible assets		(210	)		(238	)
Net cash used in investing activities		(210	)		(238	)

FINANCING ACTIVITIES
Net proceeds of issuance of common stock		8,550			9,737
Warrant exercise		2,586			-
Proceeds from employee stock purchase plan		-			2
Net cash provided by financing activities		11,136			9,739

Net increase in cash and cash equivalents		8,140			1,793
Cash and cash equivalents at beginning of period		25,178			32,363
Cash and cash equivalents at end of period	$	33,318		$	34,156

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH AND FINANCING ACTIVITIES
Warrant liability reclassified into equity		-			2
Amounts accrued for offering costs		-			109

The accompanying notes should be read in conjunction with the financial statements.

ADVAXIS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS

Advaxis, Inc. (“Advaxis” or the “Company”) is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Listeria monocytogenes (“Lm”)-based antigen delivery products. The Company is using its Lm platform directed against tumor-specific targets in order to engage the patient’s immune system to destroy tumor cells. Through a license from the University of Pennsylvania, Advaxis has exclusive access to this proprietary formulation of attenuated Lm called Lm Technology^TM. Advaxis’ proprietary approach is designed to deploy a unique mechanism of action that redirects the immune system to attack cancer in three distinct ways:

	●	Alerting and training the immune system by activating multiple pathways in Antigen-Presenting Cells (“APCs”) with the equivalent of multiple adjuvants;
	●	Attacking the tumor by generating a strong, cancer-specific T cell response; and
	●	Breaking down tumor protection through suppression of the protective cells in the tumor microenvironment (“TME”) that shields the tumor from the immune system. This enables the activated T cells to begin working to attack the tumor cells.

Advaxis’ proprietary Lm platform technology has demonstrated clinical activity in several of its programs and has been dosed in over 470 patients across multiple clinical trials and in various tumor types. The Company believes that Lm Technology immunotherapies can complement and address significant unmet needs in the current oncology treatment landscape. Specifically, its product candidates have the potential to work synergistically with other immunotherapies, including checkpoint inhibitors, while having a generally well-tolerated safety profile.

Liquidity and Capital Resources

Liquidity and Management’s Plans

Similar to other development stage biotechnology companies, the Company’s products that are being developed have not generated significant revenue. As a result, the Company has suffered recurring losses and requires significant cash resources to execute its business plans. These losses are expected to continue for the foreseeable future.

As of January 31, 2021, the Company had approximately $33.3 million in cash and cash equivalents. Although the Company expects to have sufficient capital to fund its obligations, as they become due, in the ordinary course of business until at least March 2022, the actual amount of cash that it will need to operate is subject to many factors. Over the past year, the Company has taken steps to obtain additional financing, including an at-the-market (“ATM”) program through A.G.P./Alliance Global Partners and an equity line financing arrangement with Lincoln Park Capital. Pursuant to these warrant exercises, the Company received aggregate proceeds of about $2.6 million which were payable upon exercise. With these funds raised and a reduction in the operating expenses the Company believes that it has enough cash to fund its operations for one year from the date of filing.

The Company recognizes it will need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to further scale back its operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of Presentation/Estimates

The accompanying unaudited interim condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and the accompanying unaudited interim condensed balance sheet as of January 31, 2021 has been derived from the Company’s October 31, 2020 audited financial statements. In the opinion of management, the unaudited interim condensed financial statements furnished include all adjustments (consisting of normal recurring accruals) necessary for a fair statement of the results for the interim periods presented.

Operating results for interim periods are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Significant estimates include the timelines associated with revenue recognition on upfront payments received, fair value and recoverability of the carrying value of property and equipment and intangible assets, fair value of warrant liability, grant date fair value of options, deferred tax assets and any related valuation allowance and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, based on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could materially differ from these estimates.

These unaudited interim condensed financial statements should be read in conjunction with the financial statements of the Company as of and for the fiscal year ended October 31, 2020 and notes thereto contained in the Company’s 2020 Annual Report on Form 10-K, as filed with the SEC on January 22, 2021, and as amended by Amendment No. 1 thereto on Form 10-KA filed on February 26, 2021.

Net Income (Loss) per Share

Basic net income or loss per common share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share give effect to dilutive options, warrants, restricted stock units and other potential common stock outstanding during the period. In the case of a net loss, the impact of the potential common stock resulting from warrants, outstanding stock options and convertible debt are not included in the computation of diluted loss per share, as the effect would be anti-dilutive. In the case of net income, the impact of the potential common stock resulting from these instruments that have intrinsic value are included in the diluted earnings per share. The table below sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share as of January 31, 2021 and 2020. As of January 31, 2021 and 2020, 0 and 343,838 warrants, respectively, are included in the basic earnings per share computation because the exercise price was $0.

	As of January 31,
	2021		2020
Warrants		8,014,220		5,405,726
Stock options		1,047,377		553,446
Restricted stock units		5,556		11,644
Total		9,067,153		5,970,816

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying condensed financial statements.

3. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):

	January 31, 2021			October 31, 2020

Leasehold improvements	$	2,335		$	2,335
Laboratory equipment		1,131			1,218
Furniture and fixtures		744			744
Computer equipment		409			409
Construction in progress		19			19
Total property and equipment		4,638			4,725
Accumulated depreciation and amortization		(2,449	)		(2,332	)
Net property and equipment	$	2,189		$	2,393

Depreciation expense for the three months ended January 31, 2021 and 2020 was $0.2 million.

4. INTANGIBLE ASSETS

Intangible assets, net consisted of the following (in thousands):

	January 31, 2021			October 31, 2020

Patents	$	4,689		$	4,479
Licenses		777			777
Software		117			117
Total intangibles		5,583			5,373
Accumulated amortization		(2,179	)		(2,112	)
Intangible assets	$	3,404		$	3,261

The expiration dates of the existing patents range from 2021 to 2040 but the expiration dates can be extended based on market approval if granted and/or based on existing laws and regulations. Capitalized costs associated with patent applications that are abandoned without future value are charged to expense when the determination is made not to further pursue the application. Patent applications having a net book value of $0 million and $0.3 million were abandoned and were charged to general and administrative expenses in the statement of operations for each of the three months ended January 31, 2021 and 2020, respectively. Amortization expense for intangible assets that was charged to general and administrative expense in the statement of operations aggregated $ 67 thousand and $0.1 million for each of the three months ended January 31, 2021 and 2020, respectively.

Management has reviewed its long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. Net assets are recorded on the balance sheet for patents and licenses related to axalimogene filolisbac (AXAL), ADXS-HOT, ADXS-PSA and ADXS-HER2 and other products that are in development. However, if a competitor were to gain FDA approval for a treatment before us or if future clinical trials fail to meet the targeted endpoints, the Company will likely record an impairment related to these assets. In addition, if an application is rejected or fails to be issued, the Company would record an impairment of its estimated book value. Lastly, if the Company is unable to raise enough capital to continue funding its studies and developing its intellectual property, the Company would likely record an impairment to these assets.

As of January 31, 2021, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows (in thousands):

	Fiscal year ending October 31,

2021 (Remaining)	$	205
2022		273
2023		273
2024		273
2025		273
Thereafter		2,107
Total	$	3,404

5. ACCRUED EXPENSES:

The following table summarizes accrued expenses included in the condensed balance sheets (in thousands):

	January 31, 2021		October 31, 2020

Salaries and other compensation	$	496	$	737
Vendors		1,414		671
Professional fees		232		329
Total accrued expenses	$	2,142	$	1,737

6. COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY

Warrants

As of January 31, 2021, there were outstanding warrants to purchase 8,341,558 shares of our common stock with exercise prices ranging from $0 to $281.25 per share. Information on the outstanding warrants is as follows:

Exercise Price		Number of Shares Underlying Warrants		Expiration Date	Type of Financing
$	281.25		25	N/A	Other warrants
$	0.30		70,863	July 2024	September 2018 Public Offering
$	2.80		327,338	September 2024	July 2019 Public Offering
$	0.35		7,943,332	November 2025	November 2020 Public Offering
	Grand Total		8,341,558

As of October 31, 2020, there were outstanding warrants to purchase 398,226 shares of our common stock with exercise prices ranging from $0 to $281.25 per share. Information on the outstanding warrants is as follows:

Exercise Price		Number of Shares Underlying Warrants		Expiration Date	Type of Financing
$	-		327,338	July 2024	July 2019 Public Offering
$	281.25		25	N/A	Other Warrants
$	0.372		70,863	September 2024	September 2018 Public Offering
	Grand Total		398,226

A summary of warrant activity for the quarter ended January 31, 2021 is as follows (in thousands, except share and per share data):

	Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life In Years		Aggregate Intrinsic Value
Outstanding and exercisable warrants at October 31, 2020		398,226		$	0.08		3.76	$	110,640
Issued		15,333,332			0.35		4.82
Exercised		(7,390,000	)		0.35
Outstanding and exercisable warrants at January 31, 2021		8,341,558		$	0.45		4.76	$	3,048,937

As of January 31, 2021, the Company had 8,270,695 of its total 8,341,558 outstanding warrants classified as equity (equity warrants). At October 31, 2020, the Company had 327,363 of its total 398,226 outstanding warrants classified as equity (equity warrants). At issuance, equity warrants are recorded at their relative fair values, using the relative fair value method, in the stockholders’ equity section of the condensed balance sheets.

Warrant Liability

As of January 31, 2021, the Company had 70,863 of its total 8,341,558 outstanding warrants from September 2018 Public Offering classified as liabilities (liability warrants). At October 31, 2020, the Company had 70,863 of its total 398,226 outstanding warrants classified as liabilities (liability warrants). These warrants contain a down round feature, except for exempt issuances as defined in the warrant agreement, in which the exercise price would immediately be reduced to match a dilutive issuance of common stock, options, convertible securities and changes in option price or rate of conversion. As of January 31, 2021, the down round feature was triggered three times and the exercise price of the warrants were reduced from $22.50 to $0.30. The warrants require liability classification as the warrant agreement requires the Company to maintain an effective registration statement and does not specify any circumstances under which settlement in other than cash would be permitted or required. As a result, net cash settlement is assumed and liability classification is warranted. For these liability warrants, the Company utilized the Monte Carlo simulation model to calculate the fair value of these warrants at issuance and at each subsequent reporting date.

In measuring the warrant liability at January 31, 2021 and October 31, 2020, the Company used the following inputs in its Monte Carlo simulation model:

	January 31, 2021			October 31, 2020
Exercise Price	$	0.30		$	0.37
Stock Price	$	0.73		$	0.34
Expected Term		3.61 years			3.87 years
Volatility %		114	%		106	%
Risk Free Rate		0.20	%		0.29	%

7. SHARE BASED COMPENSATION

The following table summarizes share-based compensation expense included in the condensed statements of operations (in thousands):

	Three Months Ended January 31,
	2021		2020
Research and development	$	57	$	91
General and administrative		179		151
Total	$	236	$	242

Restricted Stock Units (RSUs)

A summary of the Company’s RSU activity and related information for the three months ended January 31, 2021 is as follows:

	Number of RSUs		Weighted-Average Grant Date Fair Value

Balance at October 31, 2020		5,556	$	24.32
Vested		-
Cancelled		-
Balance at January 31, 2021		5,556	$	24.32

As of January 31, 2021, there was approximately $30,000 of unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 0.22 years.

As of January 31, 2021, the aggregate intrinsic value of non-vested RSU’s was approximately $4,100.

Employee Stock Awards

Common Stock issued to executives and employees related to vested incentive retention awards, employment inducements, management purchases and employee excellence awards totaled 0 shares and 2,957 shares during the three months ended January 31, 2021 and 2020, respectively. Total stock compensation expense associated with employee awards for the three months ended January 31, 2021 and 2020 was approximately $0 and $56,000, respectively.

Stock Options

A summary of changes in the stock option plan for the three months ended January 31, 2021 is as follows:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life In Years		Aggregate Intrinsic Value (in thousands)
Outstanding as of October 31, 2020		1,011,768		$	33.43		8.04	$	4
Granted		50,000			0.39
Cancelled or expired		(14,391	)		21.49
Outstanding as of January 31, 2021		1,047,377		$	32.02		7.89	$	143
Vested and exercisable at January 31, 2021		313,268		$	103.55		4.72	$	18

Options Outstanding								Options Exercisable
				Weighted		Weighted				Weighted		Weighted
				Average		Average				Average		Average
Exercise		Number		Remaining		Exercise		Number		Remaining		Exercise
Price Range		Outstanding		Contractual		Price		Exercisable		Contractual		Price
$	0.30-$10.00		793,412		9.20	$	3.52		83,201		8.30	$	3.52
$	10.01-$100.00		91,727		6.93	$	29.17		67,829		6.83	$	31.01
$	100.01-$200.00		92,847		2.51	$	166.04		92,847		2.51	$	166.04
$	200.01-$277.50		69,391		1.33	$	210.79		69,391		1.33	$	210.79

During the three months end January 31, 2021, the Company granted options to purchase 50,000 shares of its common stock to an employee. The stock options have a ten-year term, vest over three years from the date of grant, and have an exercise price of $0.39.

Total compensation cost related to the Company’s outstanding stock options, recognized in the condensed statements of operations for the three months ended January 31, 2021 and 2020 was approximately $0.2 million.

As of January 31, 2021, there was approximately $0.4 million of unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a remaining weighted average vesting period of 1.54 years.

As of January 31, 2021, the aggregate intrinsic value of vested and exercisable options was $143 thousand and the aggregate intrinsic value of non-vested options was approximately $18 thousand.

In determining the fair value of the stock options granted during the three months ended January 31, 2021, the Company used the following inputs in its Black Scholes Merton model:

	Three Months Ended January 31, 2021

Expected Term		6 years
Expected Volatility		103.27	%
Expected Dividends		0	%
Risk Free Interest Rate		0.53	%

Employee Stock Purchase Plan

During the three months ended January 31, 2021 and 2020, the Company issued 0 and 5,555 shares, respectively, that were purchased under the 2018 Employee Stock Purchase Plan (“ESPP”).

8. COLLABORATION AND LICENSING AGREEMENTS

OS Therapies LLC

On September 4, 2018, the Company entered into a development, license and supply agreement with OS Therapies (“OST”) for the use of ADXS31-164, also known as ADXS-HER2, for evaluation in the treatment of osteosarcoma in humans. Under the terms of the license agreement, as amended, OST will be responsible for the conduct and funding of a clinical study evaluating ADXS-HER2 in recurrent, completely resected osteosarcoma. Under the most recent amendment to the licensing agreement, OST agreed to pay Advaxis $25,000 per month (“Monthly Payment”) starting on April 30, 2020 until it achieved its funding milestone of $2,337,500. Upon receipt of the first Monthly Payment, Advaxis initiated the transfer of the intellectual property and licensing rights of ADXS31-164, which were licensed pursuant to the Penn Agreement, back to the University of Pennsylvania. Contemporaneously, OST will enter negotiations with the University of Pennsylvania to establish a licensing agreement for ADXS31-164 to OST for clinical and commercial development of the ADXS31-164 technology.

In December 2020 and January 2021, the Company received an aggregate of $1,615,000 from OS Therapies upon achievement of the funding milestone set forth in the license agreement. The Company therefore transferred and OST took full ownership of, the IND application for ADXS31-164 in its entirety along with agreements and promises contained therein, as well as all obligations associated with this IND or any HER2 product/program development.

9. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is from time to time involved in legal proceedings in the ordinary course of our business. The Company does not believe that any of these claims or proceedings against us is likely to have, individually or in the aggregate, a material adverse effect on the financial condition or results of operations.

10. LEASES

Operating Leases

The Company leases its corporate office and manufacturing facility in Princeton, New Jersey under an operating lease that expires in November 2025. The Company has the option to renew the lease term for two additional five-year terms. The renewal periods were not included the lease term for purposes of determining the lease liability or right-of-use asset. The Company has provided a security deposit of approximately $182,000, which is recorded as Other Assets in the condensed balance sheet.

The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities:

	●	As the Company does not have sufficient insight to determine an implicit rate, the Company estimated the incremental borrowing rate in calculating the present value of the lease payments. The Company utilized a synthetic credit rating model to determine a benchmark for its incremental borrowing rate for its leases. The benchmark rate was adjusted to arrive at an appropriate discount rate for the lease.

	●	Since the Company elected to account for each lease component and its associated non-lease components as a single combined component, all contract consideration was allocated to the combined lease component.

	●	Renewal option periods have not been included in the determination of the lease terms as they are not deemed reasonably certain of exercise.

	●	Variable lease payments, such as common area maintenance, real estate taxes, and property insurance are not included in the determination of the lease’s right-of-use asset or lease liability.

Supplemental balance sheet information related to leases as of January 31, 2021 is as follows (in thousands):

Operating leases:
Operating lease right-of-use assets	$	4,644

Operating lease liability	$	992
Operating lease liability, net of current portion		4,795
Total operating lease liabilities	$	5,787

Supplemental lease expense related to leases was as follows (in thousands):

Lease Cost (in thousands)	Statements of Operations Classification	For the Three Months Ended January 31, 2021		For the Three Months Ended January 31, 2020
Operating lease cost	General and administrative		290		290
Short-term lease cost	General and administrative		-		85
Variable lease cost	General and administrative	$	437		141
Total lease expense		$	727		516

Other information related to leases where the Company is the lessee is as follows:

	For the Three Months Ended January 31, 2021
Weighted-average remaining lease term		4.8 years
Weighted-average discount rate		6.5	%

Supplemental cash flow information related to operating leases was as follows:

		For the Three Months Ended January 31, 2021				For the Three Months Ended January 31, 2020
Cash paid for operating lease liabilities		$	324				300

Future minimum lease payments under non-cancellable leases as of January 31, 2021 is as follows (in thousands):

Fiscal Year ending October 31,
2021 (Remaining)	$	1,369
2022		1,395
2023		1,419
2024		1,444
2025		120
Thereafter		993
Total minimum lease payments		6,740
Less: Imputed interest		(953	)
Total	$	5,787

Under ASC 842, future minimum payments under the Company’s operating lease were as follows (in thousands):

Fiscal Year ending October 31,
2021 (Remaining)	$	993
2022		1,369
2023		1,395
2024		1,419
2025		1,444
Thereafter		120
Total	$	6,740

Under ASC 842, rent expense for each of the three months ended January 31, 2021 and 2020 was approximately $0.3 million.

11. STOCKHOLDERS’ EQUITY

Public Offerings

In November 2020, the Company closed on a public offering of 30,666,665 shares of its common stock at a public offering price of $0.30 per share, for gross proceeds of $9.2 million, which gives effect to the exercise of the underwriter’s option in full. In addition, the Company also undertook a concurrent private placement of warrants to purchase up to 15,333,332 shares of common stock. The warrants have an exercise price per share of $0.35, are exercisable immediately and will expire five years from the date of issuance. The warrants also provide that if there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the warrant shares, the warrants may be exercised via a cashless exercise. After deducting the underwriting discounts and commissions and other offering expenses, the net proceeds from the offering were approximately $8.5 million.

During the three months ended January 31, 2020, warrant holders from the Company’s November 2020 offering exercised 7,390,000 warrants in exchange for 7,390,000 shares of the Company’s common stock. Pursuant to these warrant exercises, the Company received aggregate proceeds of about $2.6 million which were payable upon exercise.

A summary of the changes in stockholders’ equity for the three months ended January 31, 2021 and 2020 is presented below (in thousands, except share data):

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance at November 1, 2019		-	$	-		50,201,671	$	50	$	423,750	$	(384,269	)	$	39,531
Stock-based compensation		-		-		2,957		-		242		-			242
Advaxis public offerings, net of offering costs		-		-		10,000,000		10		9,618		-			9,628
Warrant exercises		-		-		26,416		-		2		-			2
Issuance of shares to employees under ESPP Plan		-		-		5,555		-		2		-			2
Net Loss		-		-		-		-		-		(7,857	)		(7,857	)
Balance at January 31, 2020		-	$	-		60,236,599	$	60	$	433,614	$	(392,126	)	$	41,548

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance at November 1, 2020		-	$	-		78,074,023	$	78	$	440,840	$	(410,738	)	$	30,180
Stock-based compensation		-		-		-		-		236		-			236
Advaxis public offerings, net of offering costs		-		-		30,666,665		31		8,519		-			8,550
Warrant exercises		-		-		7,390,000		7		2,579		-			2,586
Net Loss		-		-		-		-		-		(3,977	)		(3,977	)
Balance at January 31, 2021		-	$	-		116,130,688	$	116	$	452,174	$	(414,715	)	$	37,575

12. FAIR VALUE

The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

● Level 1 — Quoted prices in active markets for identical assets or liabilities.

● Level 2— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.

● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of January 31, 2021 and October 31, 2020 (in thousands):

January 31, 2021		Level 1				Level 2				Level 3				Total
Common stock warrant liability, warrants exercisable at $0.372 through September 2024			-				-			$	44			$	44

October 31, 2020		Level 1				Level 2				Level 3				Total
Common stock warrant liability, warrants exercisable at $0.372 through September 2024			-				-			$	17			$	17

The following table sets forth a summary of the changes in the fair value of the Company’s warrant liabilities (in thousands):

	For the Three Months Ended January 31, 2021
Beginning balance	$	17
Warrant exercises		-
Change in fair value		27
Ending Balance	$	44

13. Subsequent Events

In February 2021, warrant holders exercised about 3.3 million warrants from the Company’s November 2020’s offering. The Company received aggregate proceeds of about $1.2 million from these exercises.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis contains forward-looking statements about our plans and expectations of what may happen in the future. Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our results could differ materially from the results indicated by our forward-looking statements as a result of many known or unknown factors, including, but not limited to, those factors discussed in Part I Item 1A. “Risk Factors” in our 2020 Annual Report on Form 10-K, below in Part II Item 1A. “Risk Factors” of this Form 10-Q. and in the “Cautionary Note Regarding Forward-Looking Statements” set forth at the beginning of this report.

You should read the following discussion and analysis in conjunction with the unaudited financial statements, and the related footnotes thereto, appearing elsewhere in this Form 10-Q, and in conjunction with management’s discussion and analysis and the audited financial statements included in our Annual Report on Form 10-K. In addition, we intend to use our media and investor relations website (www.advaxis.com/investor-relations), SEC filings, press releases, public conference calls and webcasts to communicate with the public about Advaxis, its services and other issues.

Overview

Advaxis, Inc. (“Advaxis” or the “Company”) is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm Technology antigen delivery products based on a platform technology that utilizes live attenuated Listeria monocytogenes, or Lm, bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy by accessing and directing antigen presenting cells to stimulate anti-tumor T cell immunity, stimulate and activate the innate immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the Tumor Microenvironment, or TME, to enable the T cells to attack tumor cells.

The Company believes that Lm Technology immunotherapies can complement and address significant unmet needs in the current oncology treatment landscape. Specifically, our product candidates (i.e., ADXS-PSA and ADXS-503) have the potential to optimize checkpoint performance, while having a generally well-tolerated safety profile, and most of our product candidates have an expected low cost of goods. A new Investigator-Sponsored-Study with our FDA-approved IND is expected to start with ADXS-504-HOT construct in biochemically recurrent prostate cancer patients at a leading US Medical Institution in the first half of 2021.

Advaxis is currently winding down clinical studies of Lm Technology immunotherapies in three program areas:

	●	Human Papilloma Virus (“HPV”)-associated cancers
	●	Personalized neoantigen-directed therapies
	●	Human epidermal growth factor receptor-2 (HER-2) associated cancers

All these clinical program areas are anchored in the Company’s Lm Technology^TM, a unique platform designed for its ability to safely and effectively target various cancers in multiple ways. While we are currently winding down clinical studies of Lm Technology immunotherapies in these three program areas, our license agreements continue with OS Therapies, LLC for ADXS-HER2 and with Global BioPharma, or GBP, for the exclusive license for the development and commercialization of AXAL in Asia, Africa, and the former USSR territory, exclusive of India and certain other countries.

Recent Developments

On March 11, 2020, the World Health Organization declared the coronavirus (COVID-19) to be a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The pandemic has resulted in government-imposed quarantines, travel restrictions, business and school closures and other public health safety measures, many of which remain in effect to varying degrees. We continue to monitor the COVID-19 pandemic and take steps intended to mitigate the potential risks to our workforce and our operations. The COVID-19 pandemic has, and may continue to, directly or indirectly affect the pace of enrollment in our clinical trials as patients may avoid or may not be able to travel to healthcare facilities and physicians’ offices unless due to a health emergency and clinical trial staff can no longer get to the clinic. Nonetheless, thus far, the COVID-19 pandemic has not had a significant impact on our business or results of operations. However, we remain in contact with the clinical sites in our study and are in discussion with additional sites to combat any potential impact in enrollment. We are unable to determine or predict the extent, duration or scope of the overall impact of the COVID-19 pandemic on our business, operations, financial condition or liquidity.

Strategic Transactions

As a matter of course, we are reviewing strategic transactions and alternatives and there can be no assurance that we will be successful in identifying or completing any strategic transactions, that any such strategic transaction will result in additional value for our stockholders or that the process will not have an adverse impact on our business. These transactions could include, but are not limited to, collaboration agreements, co-development agreements, strategic mergers, reverse mergers, the issuance or buyback of public shares, or the purchase or sale of specific assets, in addition to other potential actions aimed at increasing stockholder value. There can be no assurance that the review of strategic transactions will result in the identification or consummation of any transaction. Our Board of Directors may also determine that our most effective strategy is to continue to effectuate our current business plan. Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, but not limited to, market conditions, industry trends, the interest of third parties in our business and the availability of financing to potential buyers on reasonable terms. No decision has been made with respect to any transaction.

Results of Operations for the Three Months Ended January 31, 2021 and 2020

Revenue

Revenue increased approximately $1,612 thousand to $1,615 thousand for the three months ended January 31, 2021 compared to $3 thousand for the three months ended January 31, 2020. In the current period, we recognized royalty payments from OST.

Research and Development Expenses

We invest in research and development to advance our Lm technology through our pre-clinical and clinical development programs. Research and development expenses for the three months ended January 31, 2021 and January 31, 2020 were categorized as follows (in thousands):

	Three Months Ended January 31,				Increase (Decrease)
	2021		2020		$			%

Hotspot/Off-the-Shelf therapies	$	1,200	$	553	$	647			117	%
Prostate cancer		42		378		(336	)		(89	)%
HPV-associated cancers		531		1,735		(1,204	)		(69	)%
Personalized neoantigen-directed therapies		132		350		(218	)		(62	)%
Other expenses		665		1,843		(1,178	)		(64	)%
Total research & development expense	$	2,570	$	4,859	$	(2,289	)		(47	)%

Stock-based compensation expense included in research and development expense	$	57	$	91	$	(34	)		(37	)%

General and Administrative Expenses

General and administrative expenses primarily include salary and benefit costs and stock-based compensation expense for employees included in our finance, legal and administrative organizations, outside legal and professional services, and facilities costs. General and administrative expenses for the three months ended January 31, 2021 and January 31, 2020 were as follows (in thousands):

	Three Months Ended January 31,				Increase (Decrease)
	2021		2020		$			%

General and administrative expense	$	3,008	$	3,030	$	(22	)		(1	)%

Stock-based compensation expense included in general and administrative expense	$	179	$	151	$	28			19	%

General and administrative expenses for the three months ended January 31, 2021 decreased approximately $22 thousand, or 1%, compared to the same period in 2020. The decrease was immaterial.

Changes in Fair Values

For the three months ended January 31, 2021, we recorded non-cash loss from changes in the fair value of the warrant liability of approximately $27 thousand. The decrease in the fair value of liability warrants resulted from a decrease in our share price from $0.34 at October 31, 2020 to $0.73 at January 31, 2021.

For the three months ended January 31, 2020, we recorded non-cash income from changes in the fair value of the warrant liability of approximately $37 thousand. The increase in the fair value of liability warrants resulted from an increase in our share price from $0.32 at October 31, 2019 to $0.86 at January 31, 2020

Liquidity and Capital Resources

Management’s Plans

Similar to other development stage biotechnology companies, our products that are being developed have not generated significant revenue. As a result, we have historically suffered recurring losses and we have required significant cash resources to execute our business plans. These losses are expected to continue for the foreseeable future.

Historically, the Company’s major sources of cash have comprised proceeds from various public and private offerings of its securities (including common stock), debt financings, clinical collaborations, option and warrant exercises, income earned on investments and grants, and interest income. From October 2013 through January 31, 2021, the Company raised approximately $317.9 million in gross proceeds ($8.5 million during the three months ended January 31, 2021) from various public and private offerings of our common stock. The Company has sustained losses from operations in each fiscal year since our inception, and we expect losses to continue for the indefinite future. As of January 31, 2021 and October 31, 2020, the Company had an accumulated deficit of approximately $414.7 million and $410.7 million, respectively, and stockholders’ equity of approximately $37.6 million and $30.2 million, respectively.

The COVID-19 pandemic has negatively affected the global economy and created significant volatility and disruption of financial markets. An extended period of economic disruption could negatively affect the Company’s business, financial condition, and access to sources of liquidity. As of January 31, 2021, the Company had approximately $33.3 million in cash and cash equivalents. The actual amount of cash that the Company will need to continue operating is subject to many factors. The Company based this estimate on assumptions that may prove to be wrong, and we could use available capital resources sooner than currently expected.

The Company recognizes that it will need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that additional financing will be available when needed or that the Company will be able to obtain financing on terms acceptable to it or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to further scale back its operations.

On May 8, 2020, the Company entered into a sales agreement related to an at-the-market equity offering program pursuant to which the Company may sell, from time to time, common stock with an aggregate offering price of up to $40 million through A.G.P./Alliance Global Partners, as sales agent, for general corporate purposes.

On July 30, 2020, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Over the 36-month term of the purchase agreement, the Company has the right, but not the obligation, from time to time, in its sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to an aggregate amount of $20,000,000 of its common stock, subject to certain limitations.

Due to the current state of the Company’s stock price and general market conditions, these programs have not been utilized to their fullest extent, thereby resulting in lower capital availability than anticipated. Management’s plans to mitigate an expected shortfall of capital and to support future operations include obtaining additional funds through partnerships or strategic or financing investors.

Cash Flows

Operating Activities

Net cash used in operating activities includes reduced spending associated with our clinical trial programs and general and administrative activities. Net cash used in operating activities was approximately $2.8 million for the three months ended January 31, 2021, compared to $7.7 million for the three months ended January 31, 2020. The decrease was due to measures to control costs for non-essential items in areas that did not support our strategic direction, and as a result, we have continued to reduce non-strategic operating expenditures over the past several quarters.

Investing Activities

Net cash used in investing activities was approximately $0.2 million for the three months ended January 31, 2021 and 2020 for intangible assets.

Financing Activities

Net cash provided by financing activities was approximately $11.1 million for the three months ended January 31, 2021, as compared to $9.7 million for the three months ended January 31, 2020. On November 27, 2020, the Company completed an underwritten public offering of 26,666,666 shares of common stock and common stock warrants to purchase up to 13,333,333 shares of common stock (the “November 2020 Offering”). On November 24, 2020, the underwriters notified us that they had exercised their option to purchase an additional 3,999,999 shares of common stock and 1,999,999 warrants in full. After giving effect to the full exercise of the underwriters’ option, we issued and sold an aggregate 30,666,665 shares of common stock and warrants to purchase up to 15,333,332 shares of common stock. We received gross proceeds of approximately $9.2 million, before deducting the underwriting discounts and commissions and fees and expenses payable by us in connection with the November 2020 Offering. In January 2020, we completed a public offering of 10,000,000 shares of our common stock, which resulted in net proceeds of approximately $9.7 million.

Off-Balance Sheet Arrangements

As of January 31, 2021, we had no off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if:

	●	it requires assumptions to be made that were uncertain at the time the estimate was made, and

	●	changes in the estimate or different estimates that could have been selected could have a material impact in our results of operations or financial condition.

While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results could differ from those estimates and the differences could be material. The most significant estimates impact the following transactions or account balances: stock compensation, warrant liability valuation and impairment of intangibles.

See Note 2 to our condensed financial statements for a discussion of our significant accounting policies.

Recently Issued Accounting Standards Not Yet Effective or Adopted

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

At January 31, 2021, we had approximately $33.3 million in cash and cash equivalents, which consisted primarily of bank deposits and money market funds. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. We use a combination of internal and external management to execute our investment strategy and achieve our investment objectives. We typically invest in highly-rated securities, and our investment policy generally limits the amount of credit exposure to any one issuer. The policy requires investments generally to be investment grade, with the primary objective of minimizing the potential risk of principal loss. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations of interest income have not been significant.

We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our financial statements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and interim principal financial officer of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“the Exchange Act”). Based upon this evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (1) accumulated and communicated to our management, including our chief executive officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

During the quarter ended January 31, 2021, there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Limitations on Effectiveness of Controls

Our management, including our Principal Executive, Financial and Accounting Officers, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Our business and financial results are subject to numerous risks and uncertainties. As a result, the risks and uncertainties discussed in Part I, Item 1A. Risk Factors in our 2020 Annual Report on Form 10-K should be carefully considered. There has been no material change in this information. The risks described in the 2020 Annual Report on Form 10-K, and the information in the section of this Form 10-Q entitled “Cautionary Note Regarding Forward Looking Statements” are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business operations.

Item 6. Exhibits

Exhibit No.		Description

3.1		Second Amended and Restated By-Laws of Advaxis, Inc., incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2021.

31.1*		Certification of Principal Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL INSTANCE DOCUMENT

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT

101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

March 16, 2021

	ADVAXIS, INC.

	By:	/s/ Igor Gitelman
	Name:	Igor Gitelman
	Title:	Chief Accounting Officer, VP of Finance

	By:	/s/ Kenneth Berlin
	Name:	Kenneth Berlin
	Title:	President, Chief Executive Officer and Interim Chief Financial Officer