UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)



xANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE FISCAL YEAR ENDED - OCTOBER 31,
2012



OR



 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE TRANSITION PERIOD FROM ______
TO ______



COMMISSION FILE NUMBER 000-28489



ADVAXIS, INC.

(Name of Registrant in Its Charter)



|Delaware
        (State or Other Jurisdiction of
        Incorporation or Organization)              |  | 02-0563870
        (I.R.S. Employer Identification No.)                                                                   
|---------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------
|                                                                                                     |  |                                                                                                                           
|305 College Road East
        Princeton, New Jersey
        (Address of Principal Executive Offices) |  | 08540
        (Zip Code)                                                                                                  
|                                                                                                     |  |                                                                                                                           
|(609) 452-9813
        (Issuer’s Telephone Number)                                                   |  |                                                                                                                           
|                                                                                                     |  |                                                                                                                           
|Securities registered under Section 12(b) of the Exchange Act:                                       |  | Common Stock - $.001 par value
        The Common Stock is listed on the Over-The-
Counter
        Bulletin Board (OTC:BB)
|                                                                                                     |  |                                                                                                                           
|Securities registered under Section 12(g) of the Exchange Act:                                       |  | [None]                                                                                                                    



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ̈Nox



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ̈Nox



Indicate by check mark whether the registrant
(1) has filed 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
filing requirements for the past 90 days.

YesxNo ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted 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 and post such files).

YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



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



|Large accelerated filer ̈ | Accelerated filer ̈        
|------------------------ | --------------------------
|Non-accelerated filer ̈   | Smaller reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Nox



As of April 30, 2012, the aggregate market
value of the voting common equity held by non-affiliates was approximately $35,567,624 based on the closing bid price of the registrant’s
common stock on the Over the Counter Bulletin Board. (For purposes of determining this amount, only directors, executive officers,
and 10% or greater stockholders and their respective affiliates have been deemed affiliates).



The registrant had 502,052,901 shares of
Common Stock, par value $0.001 per share, issued and outstanding as of February 13, 2013.



DOCUMENTS INCORPORATED
BY REFERENCE

None.















EXPLANATORY NOTE



This Amendment No. 2 to the Company’s
Annual Report on Form 10-K for the fiscal year ended October 31, 2012, filed with the Securities and Exchange Commission (the “SEC”)
on February 13, 2013 (the “Original Filing”) and amended by Amendment No. 1 to the Original Filing filed with the SEC
on February 14, 2013, is being filed to also provide the information required by Items 10, 11, 12, 13 and 14 of Part III. This
information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which provides
that registrants may incorporate by reference certain information from a definitive proxy statement which involves the election
of directors if such definitive proxy statement is filed with the SEC within 120 days after the end of the fiscal year. We do not
now anticipate that the Company’s definitive proxy statement involving the election of directors will be filed by February
28, 2013 (i.e., within 120 days after the end of the Company’s 2012 fiscal year).



Pursuant to Rule 12b-15 under the Securities
and Exchange Act of 1934, as amended, this Amendment No. 2 amends the Original Filing and contains new certifications pursuant
to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.



This Amendment No. 2 to the Original Filing
does not amend or otherwise update any other information in our Form 10-K. Accordingly, this Amendment No. 2 should be read in
conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Original Filing, including
any amendments to those filings.

















Table of Contents

Form 10-K Index



|PART III |                                                                                                |   
|-------- | ---------------------------------------------------------------------------------------------- | --
|         |                                                                                                |   
|Item 10  | Directors, Executive Officers, Corporate Governance                                            | 1 
|Item 11  | Executive Compensation                                                                         | 6 
|Item 12  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 17
|Item 13  | Certain Relationships and Related Transactions, and Director Independence                      | 19
|Item 14  | Principal Accountant Fees and Services                                                         | 20
|         |                                                                                                |   
|Part IV  |                                                                                                |   
|         |                                                                                                |   
|Item 15: | Exhibits, Financial Statements Schedules                                                       | 22













PART III



Item 10:  Directors, Executive Officers, Corporate
Governance



Executive Officers, Directors and Key Employees



The following are our executive officers
and directors and their respective ages and positions as of February 25, 2013.



|Name                |  | Age |  | Position                                                            
|------------------- |  | --- |  | --------------------------------------------------------------------
|                    |  |     |  |                                                                     
|Thomas A. Moore     |  | 62  |  | Chief Executive Officer and Chairman of our Board of Directors      
|Roni A. Appel       |  | 46  |  | Director                                                            
|Richard Berman      |  | 70  |  | Director                                                            
|Dr. Thomas McKearn  |  | 64  |  | Director                                                            
|Dr. James Patton    |  | 55  |  | Director                                                            
|Daniel J. O’Connor  |  | 48  |  | Senior Vice President, Corporate Development and Chief Legal Officer
|Mark J. Rosenblum   |  | 59  |  | Chief Financial Officer, Senior Vice President and Secretary        
|John Rothman, Ph.D. |  | 63  |  | Executive Vice President of Clinical and Scientific Operations      





Thomas A. Moore. Thomas Moore has been CEO
of Advaxis, Inc. since 2006. Previously, from June 2002 to June 2004, Mr. Moore was President and Chief Executive Officer of Biopure
Corporation, a developer of oxygen therapeutics that are intravenously administered to deliver oxygen to the body’s tissues.
From 1996 to November 2000, he was President and Chief Executive Officer of Nelson Communications. Previously, Mr. Moore had a
23-year career with the Procter & Gamble Company in multiple managerial positions, including President of Health Care Products
where he was responsible for prescription and over-the-counter medications worldwide, and group vice president of the Procter &
Gamble Company. Mr. Moore’s extensive business, managerial, executive and leadership experience in the healthcare industry
make him particularly qualified to serve as our director.



Roni A. Appel. Mr. Appel has served as a
member of our board of directors since November 2004.  He was our President and Chief Executive Officer from January 1, 2006
and Secretary and Chief Financial Officer from November 2004, until he resigned as our Chief Financial Officer on September 7,
2006 and as our President, Chief Executive Officer and Secretary on December 15, 2006.  From 1999 to 2004, he was a partner
and managing director of LV Equity Partners (f/k/a LibertyView Equity Partners).  From 1998 until 1999, he was a director
of business development at Americana Financial Services, Inc.  From 1994 to 1998, he was an attorney and completed his MBA
at Columbia University. Mr. Appel’s longstanding service with us and his entrepreneurial investment career in early stage
biotech businesses qualify him to serve as our director.



Richard Berman. Mr. Berman has served as
a member of our board of directors since September 1, 2005. Richard Berman’s business career spans over 35 years of venture
capital, senior management and merger & acquisitions experience. In the past 5 years, Mr. Berman has served as a director and/or
officer of over a dozen public and private companies. From 2006 to 2011, he was Chairman of National Investment Managers, a company
with $12 billion in pension administration assets. In 2012, he became vice chairman of Energy Smart Resources, Inc. Mr. Berman
is a director of three public companies: Advaxis, Inc., Neostem, Inc., and Lustros, Inc. From 1998 to 2000, he was employed by
Internet Commerce Corporation (now Easylink Services) as Chairman and CEO. Previously, Mr. Berman worked at Goldman Sachs; was
Senior Vice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments; created the largest
battery company in the world in the 1980s by merging Prestolite, General Battery and Exide to form Exide Technologies (XIDE); helped
to create what is now Soho (NYC) by developing five buildings; and advised on over $4 billion of M&A transactions (completed
over 300 deals). He is a past Director of the Stern School of Business of NYU where he obtained his B.S. and M.B.A. He also has
US and foreign law degrees from Boston College and The Hague Academy of International Law, respectively. Mr. Berman’s extensive
knowledge of our industry, his role in the governance of publicly held companies and his directorships in other life science companies
qualify him to serve as our director.





1







Dr. Thomas L. McKearn.  Dr. McKearn
has served as a member of our board of directors since July 2002. He brings more than 30 years of experience in the translation
of biotechnology science into oncology products. As one of the founders of Cytogen Corporation, an Executive Director of Strategic
Science and Medicine at Bristol-Myers Squibb, then as the VP Strategic Clinical Affairs at Agennix, Inc. (formerly GPC-Biotech),
and now as the President, Research & Development at Onconova, he has worked to bring the most innovative laboratory findings
into the clinic and through the FDA regulatory process for the benefit of cancer patients who need better ways to cope with their
afflictions. Prior to entering the biotechnology industry in 1981, Dr. McKearn received his medical, graduate and post-graduate
training at the University of Chicago and served on the faculty of the Medical School at the University of Pennsylvania. Dr. McKearn’s
experience in managing life science companies, his knowledge of medicine and his commercialization of biotech products qualify
him to serve as our director.



Dr. James Patton. Dr. Patton has
served as a member of our board of directors since February 2002, as Chairman of our board of directors from November 2004 until
December 31, 2005 and as our Chief Executive Officer from February 2002 to November 2002. Since February 1999, Dr. Patton has been
the Vice President of Millennium Oncology Management, Inc., which provides management services for radiation oncology care to four
sites. Dr. Patton has been a trustee of Dundee Wealth US, a mutual fund family since October 2006. He is a founder and has been
chairman of VAL Health, LLC, a health care consultancy, from 2011 to the present. In addition, he was President of Comprehensive
Oncology Care, LLC since 1999, a company which owned and operated a cancer treatment facility in Exton, Pennsylvania until its
sale in 2008. From February 1999 to September 2003, Dr. Patton also served as a consultant to LibertyView Equity Partners SBIC,
LP, a venture capital fund based in Jersey City, New Jersey. From July 2000 to December 2002, Dr. Patton served as a director of
Pinpoint Data Corp. From February 2000 to November 2000, Dr. Patton served as a director of Healthware Solutions. From June 2000
to June 2003, Dr. Patton served as a director of LifeStar Response. He earned his B.S. from the University of Michigan, his Medical
Doctorate from Medical College of Pennsylvania, and his M.B.A. from Penn’s Wharton School. Dr. Patton was also a Robert Wood
Johnson Foundation Clinical Scholar. He has published papers regarding scientific research in human genetics, diagnostic test performance
and medical economic analysis. Dr. Patton’s experience as a trustee and consultant to funds that invest in life science companies
provide him with the perspective from which we benefit. Additionally, Dr. Patton’s medical experience and service as a principal
and director of other life science companies make Dr. Patton particularly qualified to serve as our director.



Daniel J. O’Connor, Esq.Mr. O’Connor
joined our Company on January 1, 2013 and has 15 years of executive, legal, and regulatory experience in
the biopharmaceutical industry with ImClone Systems, PharmaNet and Bracco Diagnostics. Joining ImClone in
2003, Mr. O’Connor supported the clinical development, launch, and commercialization of ERBITUX(R). As ImClone’s
senior vice president, general counsel, and secretary, he played a key role in resolving numerous issues facing ImClone,
including extensive licensing negotiations, in advance of the company being sold to Eli Lilly in 2008. Prior to
joining ImClone, Mr. O’Connor was PharmaNet’s general counsel and instrumental in building the
company from a start-up contract research organization to an established world leader in clinical research. Mr.
O’Connor was also a criminal prosecutor in New Jersey and gained leadership experience as a Captain in the
U.S. Marines, serving in the Persian Gulf in 1990. Most recently, while at Bracco Diagnostics, a large private pharmaceutical and
medical device company, Mr. O’Connor was the company’s vice president and general counsel.



Mark J. Rosenblum. Effective as of January 5,
2010, Mr. Rosenblum joined our company as our Chief Financial Officer, Senior Vice President and Secretary. Mr. Rosenblum was the
Chief Financial Officer of HemobioTech, Inc., a public company primarily engaged in the commercialization of human blood substitute
technology licensed from Texas Tech University, from April 1, 2005 until December 31, 2009. From August 1985 through June 2003,
Mr. Rosenblum was employed by Wellman, Inc., a public chemical manufacturing company.  Between 1996 and 2003, Mr. Rosenblum
was the Chief Accounting Officer, Vice President and Controller at Wellman, Inc. Mr. Rosenblum holds both a Masters in Accountancy
and a B.S. degree from the University of South Carolina. Mr. Rosenblum is a certified public accountant.





2







John Rothman, Ph.D. Dr. Rothman joined our
company in March 2005 as Vice President of Clinical Development and as of December 12, 2008, he was appointed to Executive Vice
President of Clinical and Scientific Operations.  From 2002 to 2005, Dr. Rothman was Vice President and Chief Technology Officer
of Princeton Technology Partners. Prior to that he was employed by Schering-Plough  and Hoffman-LaRoche.



Board of Directors



Each director is elected for a period of
one year and serves until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.
Officers are elected by, and serve at the discretion of, our board of directors. The board of directors may also appoint additional
directors up to the maximum number permitted under our by-laws, which is currently nine.



Director Independence



In accordance with the disclosure requirements
of the SEC, and since the Over-The-Counter Bulletin Board, which we refer to as the OTC Bulletin Board, does not have its own rules
for director independence, we have adopted the NASDAQ listing standards for independence effective April 2010. Although we are
not presently listed on any national securities exchange, each of our directors, other than Mr. Thomas A. Moore and Mr. Roni Appel,
is independent in accordance with the definition set forth in the NASDAQ rules. Each current member of the Audit Committee and
Compensation Committee is an independent director under the NASDAQ standards. The Board considered the information included in
transactions with related parties as outlined below along with other information the Board considered relevant, when considering
the independence of each director.



Committees of the Board of Directors



Our board of directors has three standing
committees: the audit committee, the compensation committee, and the nominating and corporate governance committee.



Audit Committee



The audit committee of our board of directors
is currently composed of two directors, both of whom satisfy the independence standards for audit committee members under the NASDAQ
rules (although our securities are not listed on the NASDAQ stock market but are quoted on the OTC Bulletin Board).  For fiscal
2012, the audit committee was composed of Mr. Berman and Dr. Patton, with Mr. Berman serving as the audit committee’s financial
expert as defined under Item 407 of Regulation S-K of the Securities Act of 1933, as amended, which we refer to as the Securities
Act. Our board of directors has determined that the audit committee financial expert is independent as defined in (i) Rule 10A-3(b)(1)
under the Exchange Act and (ii) under Section 121 B(2)(a) of the NYSE Amex Equities Company Guide (although our securities are
not listed on the NYSE Amex Equities but are quoted on the OTC Bulletin Board).



The audit committee is responsible for the
following:



| | · | reviewing the results of the audit engagement with the independent registered public accounting firm;
| | - | -----------------------------------------------------------------------------------------------------



| | · | identifying irregularities in the management of our business in consultation with our independent accountants, and suggesting an appropriate course of action;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing the adequacy, scope, and results of the internal accounting controls and procedures;
| | - | ----------------------------------------------------------------------------------------------



| | · | reviewing the degree of independence of the auditors, as well as the nature and scope of our relationship with our independent registered public accounting firm;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------





3







| | · | reviewing the auditors’ fees; and
| | - | ---------------------------------



| | · | recommending the engagement of auditors to the full
        board of directors.
| | - | -------------------------------------------------------------------------------



Compensation Committee



The compensation committee of our board
of directors consists of Mr. Berman and Dr. McKearn.  The compensation committee determines the salaries and incentive compensation
of our officers subject to applicable employment agreements, and provides recommendations for the salaries and incentive compensation
of our other employees and consultants.



Nominating and Corporate Governance Committee



The nominating and corporate governance
committee of our board of directors currently consists of Mr. Berman and Mr. Moore. The nominating and corporate governance committee
met once in fiscal 2012.  The functions of the nominating and corporate governance committee include the following:



| | · | identifying and recommending to the board of directors individuals qualified to serve as members of our board of directors and on the committees of the board;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | advising the board with respect to matters of board composition, procedures and committees;
| | - | -------------------------------------------------------------------------------------------



| | · | developing and recommending to the board a set of corporate governance principles applicable to us and overseeing corporate governance matters generally including review of possible conflicts and transactions with persons affiliated with directors or members of management; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | overseeing the annual evaluation of the board and our management.
| | - | -----------------------------------------------------------------



The nominating and corporate governance
committee will consider director candidates recommended by eligible stockholders. Stockholders may recommend director nominees
for consideration by the nominating and corporate governance committee by writing to the Nominating and Corporate Governance, Attention:
Chairman, Advaxis, Inc., 305 College Road East, Princeton, New Jersey, 08540. Any recommendations for director made to the nominating
and corporate governance committee should include the nominee’s name and qualifications for membership on our board of directors,
and should include the following information for each person being recommended or nominated for election as a director:



| | · | The name, age, business address and residence address of the person;
| | - | --------------------------------------------------------------------



| | · | The principal occupation or employment of the person;
| | - | -----------------------------------------------------



| | · | The number of shares of our common stock which the person owns beneficially or of record; and
| | - | ---------------------------------------------------------------------------------------------



| | · | Any other information relating to the person that must be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors under Section 14 of the Exchange Act and its rules and regulations.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, the stockholder’s notice
must include the following information about such stockholder:



| | · | The stockholder’s name and record address;
| | - | ------------------------------------------



| | · | The number of shares of our common stock that the stockholder owns beneficially or of record;
| | - | ---------------------------------------------------------------------------------------------





4







| | · | A description of all arrangements or understandings between the stockholder and each proposed nominee and any other person or persons, including their names, pursuant to which the nomination is to be made;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | A representation that the stockholder  intends to appear in person or by proxy at the annual meeting to nominate the person or persons named in such stockholder’s notice; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Any other information about the stockholder that must be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors under Section 14 of the Exchange Act and its rules and regulations.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The notice must include a written consent
by each proposed nominee to being named as a nominee and to serve as a director if elected. No person will be eligible for election
as a director of ours unless recommended by the nominating and corporate governance committee and nominated by our board of directors
or nominated in accordance with the procedures set forth above. Candidates proposed by stockholders for nomination are evaluated
using the same criteria as candidates initially proposed by the nominating and corporate governance committee.



We must receive the written nomination for
an annual meeting not less than 90 days and not more than 120 days prior to the first anniversary of the previous year’s
annual meeting of stockholders, or, if no annual meeting was held the previous year or the date of the annual meeting is advanced
more than 30 days before or delayed more than 60 days after the anniversary date, we must receive the written nomination not more
than 120 days prior to the annual meeting and not less than the later of 90 days prior to the annual meeting or ten days following
the day on which public announcement of the date of the annual meeting is first made. For a special meeting, we must receive the
written nomination not less than the later of 90 days prior to the special meeting or ten days following the day on which public
announcement of the date of the special meeting is first made.



The nominating and corporate governance
committee expects, as minimum qualifications, that nominees to our board of directors (including incumbent directors) will enhance
our board of director’s management, finance and/or scientific expertise, will not have a conflict of interest and will have
a high ethical standard. A director nominee’s knowledge and/or experience in areas such as, but not limited to, the medical,
biotechnology, or life sciences industry, equity and debt capital markets and financial accounting are likely to be considered
both in relation to the individual’s qualification to serve on our board of directors and the needs of our board of directors
as a whole. Other characteristics, including but not limited to, the director nominee’s material relationships with us, time
availability, service on other boards of directors and their committees, or any other characteristics which may prove relevant
at any given time as determined by the nominating and corporate governance committee shall be reviewed for purposes of determining
a director nominee’s qualification.



Candidates for director nominees are evaluated
by the nominating and corporate governance committee in the context of the current composition of our board of directors, our operating
requirements and the long-term interests of our stockholders. The nominating and corporate governance committee then uses its network
of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm.
The nominating and corporate governance committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications
of possible candidates after considering the function and needs of our board of directors. In the case of incumbent directors whose
terms of office are set to expire, the nominating and corporate governance committee reviews such directors’ overall service
to us during their term, including the number of meetings attended, level of participation, quality of performance, and any other
relationships and transactions that might impair such directors’ independence. The nominating and corporate governance committee
meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our board
of directors by majority vote. To date, the nominating and corporate governance committee has not paid a fee to any third party
to assist in the process of identifying or evaluating director candidates



Compensation Committee Interlocks and Insider Participation



The current members of the compensation
committee are Mr. Berman and Dr. McKearn. Currently, none of such persons is an officer or employee of us or any of our subsidiaries.
During fiscal 2012, none of our executive officers served as a director or member of a compensation committee (or other committee
serving an equivalent function) of any other entity, whose executive officers served as a director or member of our compensation
committee. No interlocking relationship, as defined by the Securities Exchange Act of 1934, as amended, exists between our board
of directors or our Compensation Committee and the board of directors or compensation committee of any other company.





5







Compliance with Section 16(a) of the Securities Exchange
Act of 1934



Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires our directors and executive officers and each person who owns more than ten percent of a registered
class of our equity securities (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership
and reports of changes in ownership of our common stock and our other equity securities. Reporting Persons are required by SEC
regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on the Company’s review of the
copies of the forms received by it during the fiscal year ended October 31, 2012 and written representations that no other reports
were required, the Company believes that each person who, at any time during such fiscal year, was a director, officer or beneficial
owner of more than ten percent of the Company’s common stock complied with all Section 16(a) filing requirements during such
fiscal year, except: (i) Roni A. Appel, as a director of the Company, filed a late Form 4 on February 28, 2013 to report a transaction
that occurred on March 1, 2012; (ii) Richard Berman, as a director of the Company, filed a late Form 4 on February 28, 2013 to
report a transaction that occurred on February 8, 2012; (iii) Dr. Thomas McKearn, as a director of the Company, filed a late Form
4 on February 28, 2013 to report a transaction that occurred on March 1, 2012; and (iv) Dr. James Patton, as a director of the
Company, filed a late Form 4 on February 28, 2013 to report transactions that occurred on March 1, 2012 and August 2, 2012.



Code of Ethics



We have adopted a code of ethics that applies
to our officers, employees and directors, including our principal executive officers, principal financial officer and principal
accounting officer. The code of ethics sets forth written standards that are designated to deter wrongdoing and to promote:



| | · | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us;
| | · | compliance with applicable governmental laws, rules and regulations;                                                                                                       
| | · | the prompt internal reporting of violations of the code to an appropriate person or persons identified in our code of ethics; and                                          
| | · | accountability for adherence to our code of ethics.                                                                                                                        



A copy of our code of ethics has been filed
with the SEC as an exhibit to our Form 8-K dated November 18, 2004.



Item 11:  Executive Compensation



Summary Compensation Table



The following table sets forth the information
as to compensation paid to or earned by our Chief Executive Officer and our two other most highly compensated executive officers
during the fiscal years ended October 31, 2012 and 2011.  These individuals are referred to in this prospectus as our named
executive officers.  As none of our named executive officers received non-equity incentive plan compensation or nonqualified
deferred compensation earnings during the fiscal years ended October 31, 2012 and 2011, we have omitted those columns from the
table.





6







|Name and
        Principal
        Position |  | Fiscal
        Year |  | Salary |         |  | Bonus |   |        | Stock
        Award(s)
        (1) |  |   | Option
        Award(s)
        (1) |     |  | All Other
        
Compensation |         |     | Total |  
|------------------------------------------- |  | ------------------- |  | ------ | ------- |  | ----- | - | ------ | ---------------------------------- |  | - | ----------------------------------- | --- |  | ------------------------------- | ------- | --- | ----- | -
|                                            |  |                     |  |        |         |  |       |   |        |                                    |  |   |                                     |     |  |                                 |         |     |       |  
|Thomas A. Moore,                            |  | 2012                |  | $      | 350,000 |  |       | $ | -      |                                    |  | $ | -                                   |     |  | $                               | 592,000 | (6) |       | $
|CEO and Chairman                            |  | 2011                |  | $      | 350,000 |  |       | $ | -      |                                    |  | $ | -                                   |     |  | $                               | -       |     |       | $
|                                            |  |                     |  |        |         |  |       |   |        |                                    |  |   |                                     |     |  |                                 |         |     |       |  
|Dr. John Rothman,                           |  | 2012                |  |        | 275,000 |  |       |   | -      |                                    |  |   | 30,000                              | (3) |  |                                 | 444,000 | (7) |       |  
|Executive VP of
Science & Operations        |  | 2011                |  |        | 275,000 |  |       |   | 83,000 |                                    |  |   | 30,000                              | (3) |  |                                 | -       |     |       |  
|                                            |  |                     |  |        |         |  |       |   |        |                                    |  |   |                                     |     |  |                                 |         |     |       |  
|Mark J. Rosenblum                           |  | 2012                |  |        | 250,000 |  |       |   | -      |                                    |  |   | -                                   |     |  | $                               | 310,800 | (8) |       |  
|Chief Financial Officer                     |  | 2011                |  |        | 250,000 |  |       |   | 72,000 |                                    |  |   | -                                   |     |  |                                 | -       |     |       |  



|(1) | The amounts shown in this column represent the fair value on grant date in accordance with ASC 718.
|--- | ---------------------------------------------------------------------------------------------------



|(2) | Based on our cost of Mr. Moore’s coverage for health care and interest received for the Moore Notes.
|--- | ----------------------------------------------------------------------------------------------------



|(3) | Represents $30,000 of base salary paid in shares of our common stock in lieu of cash, based on the average monthly stock price.
|--- | -------------------------------------------------------------------------------------------------------------------------------



|(4) | Based on our cost of his coverage for health care and the 401K company match he received.
|--- | -----------------------------------------------------------------------------------------



|(5) | Based on our cost of his coverage for health care.
|--- | --------------------------------------------------



|(6) | In the fiscal year ended October 31, 2012, we granted stock options to purchase 4,000,000 shares of our common stock to Mr. Moore in connection with services he performed.  The material terms of this grant are described below under the heading “Discussion of Summary Compensation Table.”
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | In the fiscal year ended October 31, 2012, we granted stock options to purchase 3,000,000 shares of our common stock to Dr. Rothman in connection with services he performed. The material terms of this grant are described below under the heading “Discussion of Summary Compensation Table.”
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | In the fiscal year ended October 31, 2012, we granted stock options to purchase 2,100,000 shares of our common stock to Mr. Rosenblum in connection with services he performed.  The material terms of this grant are described below under the heading “Discussion of Summary Compensation Table.”
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Discussion of Summary Compensation Table



Moore Employment Agreement and Option
Agreements. We are party to an employment agreement with Mr. Moore, dated as of August 21, 2007 (memorializing an oral
agreement dated December 15, 2006), that provides that he will serve as our Chairman of the Board and Chief Executive Officer for
an initial term of two years.  For so long as Mr. Moore is employed by us, Mr. Moore is also entitled to nominate one additional
person to serve on our board of directors.  Following the initial term of employment, the agreement was renewed for a one
year term, and is automatically renewable for additional successive one year terms, subject to our right and Mr. Moore’s
right not to renew the agreement upon at least 90 days’ written notice prior to the expiration of any one year term.



Under the terms of the agreement, Mr. Moore
was entitled to receive a base salary of $350,000 per year, and subject to annual review for increases by our board of directors
in its sole discretion.  The agreement also provides that Mr. Moore is entitled to receive family health insurance at no cost
to him.  Mr. Moore’s employment agreement does not provide for the payment of a bonus.



In connection with our hiring of Mr. Moore,
we agreed to grant Mr. Moore up to 1,500,000 shares of our common stock, of which 750,000 shares were issued on November 1, 2007
upon our successful raise of $4.0 million and 750,000 shares were issued on June 29, 2010 upon our successful raise of an additional
$6.0 million (which condition was satisfied in January 2010).  In addition, on December 15, 2006, we granted Mr. Moore options
to purchase 2,400,000 shares of our common stock.  Each option is exercisable at $0.143 per share (which was equal to the
closing sale price of our common stock on December 15, 2006) and expires on December 15, 2016.  The options vested in 24 equal
monthly installments.  On July 21, 2009, we granted Mr. Moore options to purchase 2,500,000 shares of our common stock. 
Each option is exercisable at $0.10 per share (which was equal to the closing sale price of our common stock on July 21, 2009)
and expires on July 21, 2019.  One-third of these options vested on the grant date, one-third of these options vested on the
first anniversary of the grant and the remaining one-third will vest on the second anniversary of the grant.  On October 14,
2010, we granted Mr. Moore options to purchase 2,000,000 shares of our common stock. Each option is exercisable at $0.15 per share.
These options vest over a three year period beginning one year from the grant date.  On November 8, 2011, we granted
Mr. Moore options to purchase 4,000,000 shares of our common stock. Each option is exercisable at $0.148 per share. These options
vest over a three year period beginning one year from the grant date.





7







We have also agreed to grant Mr. Moore options
to purchase an additional 1,500,000 shares of our common stock if the price of common stock (adjusted for any splits) is equal
to or greater than $0.40 for 40 consecutive business days.  Pursuant to the terms of his employment agreement, all options
will be awarded and vested upon a merger of the company which is a change of control or a sale of the company while Mr. Moore is
employed.  In addition, if Mr. Moore’s employment is terminated by us, Mr. Moore is entitled to receive severance payments
equal to one year’s salary at the then current compensation level.



Mr. Moore has agreed to refrain from engaging
in certain activities that are competitive with us and our business during his employment and for a period of 12 months thereafter
under certain circumstances.  In addition, Mr. Moore is subject to a non-solicitation provision for 12 months after termination
of his employment.



Rothman Employment Agreement and Option
Agreements.   Dr. Rothman’s 2011 and 2012 salary was $305,000, consisting of $275,000 in cash and $30,000 in stock,
payable in our common stock, based on the average closing stock price.



On March 1, 2005, we granted Dr. Rothman
options to purchase 360,000 shares of our common stock. Each option is exercisable at $0.287 per share (which was equal to the
closing sale price of our common stock on March 1, 2005) and expires on March 1, 2015.  All of these options have vested. 
On March 29, 2006, we granted Dr. Rothman options to purchase 150,000 shares of our common stock.  Each option is exercisable
at $0.26 per share (which was equal to the closing sale price of our common stock on March 29, 2006) and expires on March 29, 2016. 
 One-fourth of these options vested on the first anniversary of the grant date, and the remaining vest in 12 equal quarterly
installments.   On February 15, 2007, we granted Dr. Rothman options to purchase 300,000 shares of our common stock. 
Each option is exercisable at $0.165 per share (which was equal to the closing sale price of our common stock on February 15, 2007)
and expires on February 15, 2017.  One-fourth of these options vested on the first anniversary of the grant date, and the
remaining vest in 12 equal quarterly installments.   Pursuant to the terms of the 2005 plan, at least 75% of Dr. Rothman’s
options will be vested upon a merger of the company which is a change of control or a sale of the company while Dr. Rothman is
employed, unless the administrator of the plan otherwise allows for all options to become vested.  On July 21, 2009, we granted
Mr. Rothman options to purchase 1,750,000 shares of our common stock.  Each option is exercisable at $0.10 per share (which
was equal to the closing sale price of our common stock on July 21, 2009) and expires on July 21, 2019.  One-third of these
options vested on the grant date, one-third of these options vested on the first anniversary of the grant and the remaining one-third
will vest on the second anniversary of the grant.  On October 14, 2010, we granted Dr. Rothman options to purchase 2,250,000
shares of our common stock. Each option is exercisable at $0.15 per share. These options vest over a three year period beginning
one year from the grant date.  On November 8, 2011, we granted Dr. Rothman options to purchase 3,000,000 shares of our
common stock. Each option is exercisable at $0.148 per share. These options vest over a three year period beginning one year from
the grant date.



Rosenblum Compensation.  Mr.
Rosenblum serves as our Chief Financial Officer, Senior Vice President and Secretary.  His current salary is $250,000 per
annum, with a discretionary bonus of up to 30% of his base compensation awarded annually in March beginning in 2011.  While
an employment agreement has not been formally entered into, Mr. Rosenblum remains employed by us.



In addition, on January 5, 2010 Mr. Rosenblum
was granted options to purchase 1,000,000 shares of our common stock with an exercise price equal to $0.128, all of which are currently
vested.  On October 14, 2010, we granted Mr. Rosenblum options to purchase 1,200,000 shares of our common stock. Each option
is exercisable at $0.15 per share. These options vest over a three year period beginning one year from the grant date.  On
November 8, 2011, we granted Mr. Rosenblum options to purchase 2,100,000 shares of our common stock. Each option is exercisable
at $0.148 per share. These options vest over a three year period beginning one year from the grant date.





8







Outstanding Equity Awards at Fiscal Year-End



The following table provides information about the number of
outstanding equity awards held by our named executive officers at October 31, 2012:



|                  |  | Option Awards                                                                                               |           | Stock Awards |                                                                                                                              
|----------------- |  | ----------------------------------------------------------------------------------------------------------- | --------- | ------------ | -----------------------------------------------------------------------------------------------------------------------------
|Name              |  | Number of
        Securities
        Underlying
        Unexercised
        Options (#)
        Exercisable |           |              | Number
        of
        Securities
        Underlying
        Unexercised
        Options
        (#)
        Unexercisable
|                  |  |                                                                                                             |           |              |                                                                                                                              
|Thomas A. Moore   |  |                                                                                                             | 2,500,000 | (1)          |                                                                                                                              
|                  |  |                                                                                                             | 2,400,000 |              |                                                                                                                              
|                  |  |                                                                                                             | 1,333,333 |              |                                                                                                                              
|                  |  |                                                                                                             | 1,333,333 |              |                                                                                                                              
|Dr. John Rothman  |  |                                                                                                             | 1,750,000 |              |                                                                                                                              
|                  |  |                                                                                                             | 360,000   |              |                                                                                                                              
|                  |  |                                                                                                             | 150,000   |              |                                                                                                                              
|                  |  |                                                                                                             | 300,000   | (4)          |                                                                                                                              
|                  |  |                                                                                                             | 1,500,000 |              |                                                                                                                              
|                  |  |                                                                                                             | 1,000,000 |              |                                                                                                                              
|Mark J. Rosenblum |  |                                                                                                             | 1,000,000 |              |                                                                                                                              
|                  |  |                                                                                                             | 800,000   |              |                                                                                                                              
|                  |  |                                                                                                             | 700,000   |              |                                                                                                                              





|(1) | Of these options, approximately 833,333 became exercisable on July 21, 2009, approximately 833,333 became exercisable on July 21, 2010 and approximately 833,333 became exercisable on July 21, 2011.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Of these options, approximately 666,666 became exercisable on October 14, 2011, approximately 666,667 became exercisable on October 14, 2012 and approximately 666,667 will become exercisable on October 14, 2013.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Of these options, approximately 1,333,333 became exercisable on November 8, 2012, approximately 1,333,333 will become exercisable on November 8, 2013 and approximately 1,333,333 will become exercisable on November 8, 2014.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Of these options, 75,000 became exercisable on February 15, 2008, 18,750 became exercisable in each quarter from the quarter ended April 30, 2008 through the quarter ended October 31, 2010, and 18,750 became exercisable February 15, 2011.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Of these options, 750,000 became exercisable on October 14, 2011, 750,000 became exercisable on October 14, 2012 and 750,000 will become exercisable on October 14, 2013.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Of these options, 1,000,000 became exercisable on November 8, 2012, 1,000,000 will become exercisable on November 8, 2013 and 1,000,000 will become exercisable on November 8, 2014.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Of these options, 400,000 became exercisable on October
        14, 2011, 400,000 became exercisable on October 14, 2012 and 400,000 will become exercisable on October 14, 2013.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(8) | Of these options, 700,000 became exercisable
on November 8, 2012, 700,000 will become exercisable on November 8, 2013 and 700,000 will become exercisable on November 8, 2014.   





9







Director Compensation



All of our non-employee
directors earn a combination of cash compensation and awards of shares of our common stock. For fiscal 2012, each non-employee
director (other than Mr. Berman) earned 6,000 shares of our common stock per quarter. Mr. Berman, earned $2,000 a month in shares
of our common stock based on the average closing price of our common stock for the preceding month. Additionally, each non-employee
director earned $2,000 for each board meeting attended in person and $750 for each telephonic board meeting. In addition, each
member of a committee of the Board earned $2,000 per meeting attended in person held on days other than board meeting days and
$750 for each telephonic committee meeting.



The
non-employee director cash  compensation that was earned for the twelve months ended October 31, 2011 and 2012 was not paid.
In March 2012, the Company issued to its non-employee directors, all earned but unissued shares earned through December 31,
2011. Non-employee director share compensation that was earned for the period from January 1, 2012 through October 31, 2012
remains unissued.



Our employee director does not receive any
compensation for his services as a director.



The table below summarizes the compensation
that was earned by our non-employee directors for fiscal 2012. As none of our non-employee directors received non-equity incentive
plan compensation or nonqualified deferred compensation earnings during fiscal 2011 or 2012, we have omitted those columns from
the table.



|Name               |  | Fees
        Earned
        or Paid
        in Cash
        ($) |        |  | Stock
        Awards
        ($)(1) |   |        | Option
        Awards
        ($)(1) |  |   | All other
        Compensation
        ($) |  |  | Total
        ($) |  
|------------------ |  | --------------------------------------------------------------- | ------ |  | ----------------------------------- | - | ------ | ------------------------------------ |  | - | ------------------------------------------ |  |  | ----------------- | -
|                   |  |                                                                 |        |  |                                     |   |        |                                      |  |   |                                            |  |  |                   |  
|Roni A. Appel      |  | $                                                               | 6,000  |  |                                     | $ | 2,412  | (2)                                  |  | $ | —                                          |  |  |                   | —
|Dr. James Patton   |  |                                                                 | 10,250 |  |                                     |   | 2,412  | (2)                                  |  |   | —                                          |  |  |                   | —
|Dr. Thomas McKearn |  |                                                                 | 9,250  |  |                                     |   | 2,412  | (2)                                  |  |   | —                                          |  |  |                   | —
|Richard Berman     |  |                                                                 | 9,500  |  |                                     |   | 24,000 | (3)                                  |  |   | —                                          |  |  |                   | —



|(1) | The amounts shown in this
column represent the fair value on grant date in accordance with ASC 718.
|--- | ---------------------------------------------------------------------------------------------------



|(2) | Represents the grant date fair value of 6,000 shares of our common stock a quarter earned (but not paid or issued) if the member attends at least 75% of the meetings annually.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Based on $24,000 of compensation in the form of shares of our common stock earned but not issued to date.
|--- | ---------------------------------------------------------------------------------------------------------



2004 Stock Option Plan



In November 2004, our board of directors
adopted and our stockholders approved the 2004 Stock Option Plan, which we refer to as the 2004 plan.  The 2004 plan
provides for the grant of options to purchase up to 2,381,525 shares of our common stock to employees, officers, directors and
consultants.  Options may be either “incentive stock options” or non-qualified options under the Federal
tax laws.  Incentive stock options may be granted only to our employees, while non-qualified options may be issued, in
addition to employees, to non-employee directors and consultants.  As of February 25, 2013, all options to purchase shares
of our common stock have been granted under the 2004 plan.



The 2004 plan is administered by “disinterested
members” of our board of directors or the compensation committee, who determine, among other things, the individuals who
will receive options, the time period during which the options may be partially or fully exercised, the number of shares of common
stock issuable upon the exercise of each option and the option exercise price.



Subject to a number of exceptions, the exercise
price per share of common stock subject to an incentive option may not be less than the fair market value per share of common stock
on the date the option is granted.  The per share exercise price of our common stock subject to a non-qualified option
may be established by our board of directors, but will not, however, be less than 85% of the fair market value per share of common
stock on the date the option is granted.  The aggregate fair market value of common stock for which any person may be
granted incentive stock options which first become exercisable in any calendar year may not exceed $100,000 on the date of grant.





10







No stock option may be transferred
by an optionee other than by will or the laws of descent and distribution, and, during the lifetime of an optionee, the option
will be exercisable only by the optionee.  In the event of termination of employment or engagement other than by death
or disability, the optionee will have no more than three months after such termination during which the optionee will be entitled
to exercise the option to the extent vested at termination, unless otherwise determined by our board of directors.  Upon
termination of employment or engagement of an optionee by reason of death or permanent and total disability, the optionee’s
options remain exercisable for one year to the extent the options were exercisable on the date of such termination.  No
similar limitation applies to non-qualified options.



We must grant options under the 2004 plan
within ten years from the effective date of the 2004 plan.  The effective date of the 2004 plan was November 12, 2004.  Subject
to a number of exceptions, holders of incentive stock options granted under the 2004 plan cannot exercise these options more than
ten years from the date of grant.  Options granted under the 2004 plan generally provide for the payment of the exercise
price in cash and may provide for the payment of the exercise price by delivery to us of shares of common stock already owned by
the optionee having a fair market value equal to the exercise price of the options being exercised, or by a combination of these
methods.  Therefore, if it is provided in an optionee’s options, the optionee may be able to tender shares of common
stock to purchase additional shares of common stock and may theoretically exercise all of his stock options with no additional
investment other than the purchase of his original shares.   Any unexercised options that expire or that terminate upon an
employee’s ceasing to be employed by us become available again for issuance under the 2004 plan.



As of September 27, 2011, the date on which
the Advaxis, Inc. 2011 Omnibus Incentive Plan was approved by our shareholders, no further awards may be made under the 2004 plan.



2005 Stock Option Plan



In June 2006 our board of directors adopted,
and on June 6, 2006 our stockholders approved, the 2005 Stock Option Plan, which we refer to as the 2005 plan.



The 2005 plan provides for the grant of
options to purchase up to 5,600,000 shares of our common stock to employees, officers, directors and consultants.  Options
may be either “incentive stock options” or non-qualified options under the Federal tax laws.  Incentive stock
options may be granted only to our employees, while non-qualified options may be issued to non-employee directors, consultants
and others, as well as to our employees.  As of February 25, 2013, all options to purchase shares of our common stock
have been granted under the 2005 plan.



The 2005 plan is administered by “disinterested
members” of our board of directors or the compensation committee, who determine, among other things, the individuals who
will receive options, the time period during which the options may be partially or fully exercised, the number of shares of common
stock issuable upon the exercise of each option and the option exercise price.



Subject to a number of exceptions, the exercise
price per share of common stock subject to an incentive option may not be less than the fair market value per share of common stock
on the date the option is granted.  The per share exercise price of our common stock subject to a non-qualified option
may be established by our board of directors, but will not, however, be less than 85% of the fair market value per share of common
stock on the date the option is granted.  The aggregate fair market value of common stock for which any person may be
granted incentive stock options which first become exercisable in any calendar year may not exceed $100,000 on the date of grant.



Except when agreed to by our board of directors
or the administrator of the 2005 plan, no stock option may be transferred by an optionee other than by will or the laws of descent
and distribution, and, during the lifetime of an optionee, the option will be exercisable only by the optionee.  In the
event of termination of employment or engagement other than by death or disability, the optionee will have no more than three months
after such termination during which the optionee will be entitled to exercise the option, unless otherwise determined by our board
of directors.  Upon termination of employment or engagement of an optionee by reason of death or permanent and total
disability, the optionee’s options remain exercisable for one year to the extent the options were exercisable on the date
of such termination.  No similar limitation applies to non-qualified options.





11







We must grant options under
the 2005 plan within ten years from the effective date of the 2005 plan.  The effective date of the 2005 plan was January
1, 2005.  Subject to a number of exceptions, holders of incentive stock options granted under the 2005 plan cannot exercise
these options more than ten years from the date of grant.  Options granted under the 2005 plan generally provide for
the payment of the exercise price in cash and may provide for the payment of the exercise price by delivery to us of shares of
common stock already owned by the optionee having a fair market value equal to the exercise price of the options being exercised,
or by a combination of these methods.  Therefore, if it is provided in an optionee’s options, the optionee may
be able to tender shares of common stock to purchase additional shares of common stock and may theoretically exercise all of his
stock options with no additional investment other than the purchase of his original shares.



Any unexercised options that expire or that
terminate upon an employee’s ceasing to be employed by us become available again for issuance under the 2005 plan.



As of September 27, 2011, the date on which
the Advaxis, Inc. 2011 Omnibus Incentive Plan was approved by our shareholders, no further awards may be made under the 2005 plan.



2009 Stock Option Plan



Our board of directors adopted the 2009
Stock Option Plan effective July 21, 2009, and recommended that it be submitted to our shareholders for their approval at the next
annual meeting.  On April 23, 2010, our board of directors approved and adopted, and on June 1, 2010 our stockholders
approved, the amended and restated 2009 Stock Option Plan, which we refer to as the 2009 plan.  An aggregate of 20,000,000
shares of our common stock (subject to adjustment by the compensation committee) are reserved for issuance upon the exercise of
options granted under the 2009 plan.  As of February 25, 2013, options to purchase 508,101 shares of our common stock
are available for grant under the 2009 plan.  However, due to the approval of the Advaxis, Inc. 2011 Omnibus Incentive
Plan by our shareholders, on September 27, 2011, no further awards may be made under the 2009 plan (see below for details on the
Advaxis Inc. 2011 Omnibus Incentive Plan).



The 2009 plan is to be administered by the
compensation committee of our board of directors; provided, however, that except as otherwise expressly provided in the 2009 plan,
our board of directors may exercise any power or authority granted to the compensation committee under the 2009 plan. Subject to
the terms of the 2009 plan, the compensation committee is authorized to select eligible persons to receive options, determine the
type, number and other terms and conditions of, and all other matters relating to, options, prescribe option agreements (which
need not be identical for each participant), and the rules and regulations for the administration of the 2009 plan, construe and
interpret the 2009 plan and option agreements, correct defects, supply omissions or reconcile inconsistencies therein, and make
all other decisions and determinations as the compensation committee may deem necessary or advisable for the administration of
the 2009 plan.



The maximum number of shares of common stock
to which options may be granted to any one individual under the 2009 plan is 6,000,000 (subject to adjustment by the compensation
committee).  The shares acquired upon exercise of options granted under the 2009 plan will be authorized and issued shares
of our common stock.  Our shareholders will not have any preemptive rights to purchase or subscribe for any common stock
by reason of the reservation and issuance of common stock under the 2009 plan.  If any option granted under the 2009
plan should expire or terminate for any reason other than having been exercised in full, the unpurchased shares subject to that
option will again be available for purposes of the 2009 plan.



The persons eligible to receive awards under
the 2009 plan are the officers, directors, employees, consultants and other persons who provide services to us or any related entity.  An
employee on leave of absence may be considered as still in our or a related entity’s employ for purposes of eligibility for
participation in the 2009 plan.  All options granted under the 2009 plan must be evidenced by a written agreement.  The
agreement will contain such terms and conditions as the compensation committee shall prescribe, consistent with the 2009 plan,
including, without limitation, the exercise price, term and any restrictions on the exercisability of the options granted.  For
any option granted under the 2009 plan, the exercise price per share of common stock may be any price determined by the compensation
committee; however, the exercise price per share of any incentive stock option may not be less than the fair market value of the
common stock on the date such incentive stock option is granted.





12







The compensation committee may permit the
exercise price of an option to be paid for in cash, by certified or official bank check or personal check, by money order, with
already owned shares of common stock that have been held by the optionee for at least six (6) months (or such other shares as we
determine will not cause us to recognize for financial accounting purposes a charge for compensation expense), the withholding
of shares of common stock issuable upon exercise of the option, by delivery of a properly executed exercise notice together with
such documentation as shall be required by the compensation committee (or, if applicable, the broker) to effect a cashless exercise,
or a combination of the above.  If paid in whole or in part with shares of already owned common stock, the value of the
shares surrendered is deemed to be their fair market value on the date the option is exercised.



No incentive stock option, and unless the
prior written consent of our compensation committee is obtained (which consent may be withheld for any reason) and the transaction
does not violate the requirements of Rule 16b-3 of the Exchange Act, no non-qualified stock option granted under the 2009 plan
is assignable or transferable, other than by will or by the laws of descent and distribution.  During the lifetime of
an optionee, an option is exercisable only by him or her, or in the case of a non-qualified stock option, by his or her permitted
assignee.



The expiration date of an option under the
2009 plan will be determined by our compensation committee at the time of grant, but in no event may such an option be exercisable
after 10 years from the date of grant.  An option may be exercised at any time or from time to time or only after a period
of time in installments, as determined by our compensation committee.  Our compensation committee may in its sole discretion
accelerate the date on which any option may be exercised. Each outstanding option granted under the 2009 plan may become immediately
fully exercisable in the event of certain transactions, including certain changes in control of us, certain mergers and reorganizations,
and certain dispositions of substantially all our assets.



Unless otherwise provided in the option
agreement, the unexercised portion of any option granted under the 2009 plan shall automatically be terminated (a) three months
after the date on which the optionee’s employment is terminated for any reason other than (i) cause (as defined in the 2009
plan), (ii) mental or physical disability, or (iii) death; (b) immediately upon the termination of the optionee’s employment
for cause; (c) one year after the date on which the optionee’s employment is terminated by reason of mental or physical disability;
or (d) one year after the date on which the optionee’s employment is terminated by reason of optionee’s death, or if
later, three months after the date of optionee’s death if death occurs during the one year period following the termination
of the optionee’s employment by reason of mental or physical disability.



Unless earlier terminated by our board,
the 2009 plan will terminate at the earliest of (a) such time as no shares of common stock remain available for issuance under
the 2009 plan, (b) termination of the 2009 plan by our board, or (c) the tenth anniversary of the effective date of the 2009 plan.  Options
outstanding upon expiration of the 2009 plan shall remain in effect until they have been exercised or terminated, or have expired.



As of September 27, 2011, the date on which
the Advaxis, Inc. 2011 Omnibus Incentive Plan was approved by our shareholders, no further awards may be made under the 2009 plan.



2011 Omnibus Incentive Plan



Our board of directors adopted the 2011
Omnibus Incentive Plan on August 22, 2011, and recommended that it be submitted to our shareholders for their approval at the next
annual meeting.  On September 27, 2011, our stockholders approved 20,000,000 shares of our common stock for the 2011
Omnibus Incentive Plan, which we refer to as the 2011 plan. On August 13, 2012 our shareholders approved of an additional
25,000,000 shares to be reserved and available for delivery under the 2011 plan.   During November 2011, we granted
options to purchase 17,540,000 shares of our common stock to our employees, officers and directors.  As of February
25, 2013, 27,880,000 shares of our common stock are available for grant under the 2011 plan.





13







Upon receiving stockholder approval of the
2011 plan on September 27, 2011, no further awards were permitted to be made under the 2004 plan, the 2005 plan or the 2009 plan.



During any 12-month period, no participant
in the 2011 plan may be granted (i) stock options or stock appreciation rights with respect to more than 4,000,000 shares of our
common stock, or (ii) shares of restricted stock, restricted stock units, performance shares and other stock based-awards with
respect to more than 4,000,000 shares of our common stock.  The maximum amount that may be paid out as performance units
with respect to any 12-month performance period is $2,500,000 (pro-rated for any 12-month performance period that is less than
12 months), and with respect to any performance period that is more than 12 months, $2,000,000 multiplied by the number of full
12 month periods that are in the performance period.



The Committee, as defined below, is authorized
to adjust the limitations described above and is authorized to adjust outstanding awards (including adjustments to exercise prices
of options and other affected terms of awards) in the event that a dividend or other distribution, recapitalization, forward or
reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate
transaction or event affects our common stock so that an adjustment is appropriate. The Committee is also authorized to adjust
performance conditions and other terms of awards in response to these kinds of events or in response to changes in applicable laws,
regulations or accounting principles.



The persons eligible to receive awards under
the 2011 plan are the officers, directors, employees, consultants and other persons who provide services to us on a full-time basis.
The foregoing notwithstanding, only our full-time employees, or any of our parent corporations or subsidiary corporations, shall
be eligible for purposes of receiving any incentive stock options.



The 2011 plan is to be administered by a
committee designated by our board of directors consisting of not less than two directors (the “Committee”), provided,
however, that except as otherwise expressly provided in the 2011 plan, our board of directors may exercise any power or authority
granted to the Committee under the 2011 plan. Subject to the terms of the 2011 plan, the Committee is authorized to select eligible
persons to receive awards, determine the type, number and other terms and conditions of, and all other matters relating to, awards,
prescribe award agreements, and the rules and regulations for the administration of the 2011 plan, construe and interpret the 2011
plan and award agreements, correct defects, supply omissions or reconcile inconsistencies therein, and make all other decisions
and determinations as the Committee may deem necessary or advisable for the administration of the 2011 plan.



The Committee is authorized to grant stock
options, including both incentive stock options and non-qualified stock options, and stock appreciation rights entitling the participant
to receive the amount by which the fair market value of a share of our common stock on the date of exercise exceeds the grant price
of the stock appreciation right. The maximum term of each option or stock appreciation right, the times at which each option or
stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation
rights at or following termination of employment generally are fixed by the Committee, except that no option or stock appreciation
right may have a term exceeding ten years. Methods of exercise and settlement and other terms of the options and stock appreciation
right are determined by the Committee. The Committee, thus, may permit the exercise price of options awarded under the 2011 plan
to be paid in cash, shares, other awards or other property (including loans to participants).



The Committee is authorized to grant restricted
stock and restricted stock units. Restricted stock is a grant of shares of our common stock which may not be sold or disposed of,
and which shall be subject to such risks of forfeiture and other restrictions as the Committee may impose. An award of restricted
stock units confers upon a participant the right to receive shares of our common stock or cash equal to the fair market value of
the specified number of shares of our common stock covered by the restricted stock units at the end of a specified deferral period,
subject to such risks of forfeiture and other restrictions as the Committee may impose. Prior to settlement, an award of restricted
stock units carries no voting or dividend rights or other rights associated with share ownership, although dividend equivalents
may be granted, as discussed below.





14







The Committee is authorized to grant dividend
equivalents conferring on participants the right to receive, currently or on a deferred basis, cash, shares of our common stock,
other awards or other property equal in value to dividends paid on a specific number of shares of our common stock or other periodic
payments. Dividend equivalents may be granted alone or in connection with another award, may be paid currently or on a deferred
basis and, if deferred, may be deemed to have been reinvested in additional shares of our common stock, awards or otherwise as
specified by the Committee.



The Committee is authorized to grant shares
of our common stock as a bonus free of restrictions, or to grant shares of our common stock or other awards in lieu of our obligations
to pay cash under the 2011 plan or other plans or compensatory arrangements, subject to such terms as the Committee may specify.



The Committee or our board of directors
is authorized to grant awards that are denominated or payable in, valued by reference to, or otherwise based on or related to shares
of our common stock. The Committee determines the terms and conditions of such awards.



The Committee is authorized to grant performance
awards to participants on terms and conditions established by the Committee. The performance criteria to be achieved during any
performance period and the length of the performance period are determined by the Committee upon the grant of the performance award.
Performance awards may be settled by delivery of cash, shares or other property, or any combination thereof, as determined by the
Committee. The Committee may, in its discretion, determine that the amount payable as a performance award will be reduced from
the amount of any potential award.



Awards may be settled in the form of cash,
shares of our common stock, other awards or other property, in the discretion of the Committee. The Committee may require or permit
participants to defer the settlement of all or part of an award in accordance with such terms and conditions as the Committee may
establish, including payment or crediting of interest or dividend equivalents on deferred amounts, and the crediting of earnings,
gains and losses based on deemed investment of deferred amounts in specified investment vehicles. The Committee may condition any
payment relating to an award on the withholding of taxes and may provide that a portion of any shares of our common stock or other
property to be distributed will be withheld (or previously acquired shares of our common stock or other property be surrendered
by the participant) to satisfy withholding and other tax obligations.



The Committee may, in its discretion, accelerate
the exercisability, the lapsing of restrictions or the expiration of deferral or vesting periods of any award, and such accelerated
exercisability, lapse, expiration and if so provided in the award agreement or otherwise determined by the Committee, vesting shall
occur automatically in the case of a “change in control” of the Company, as defined in the 2011 plan (including the
cash settlement of stock appreciation rights which may be exercisable in the event of a change in control).



Our board of directors may amend, alter,
suspend, discontinue or terminate the 2011 plan or the Committee’s authority to grant awards without further stockholder
approval, except that stockholder approval must be obtained for any amendment or alteration if such approval is required by law
or regulation or under the rules of any stock exchange or quotation system on which shares of our common stock are then listed
or quoted. Thus, stockholder approval may not necessarily be required for every amendment to the 2011 plan which might increase
the cost of the 2011 plan or alter the eligibility of persons to receive awards. Stockholder approval will not be deemed to be
required under laws or regulations, such as those relating to incentive stock options, that condition favorable treatment of participants
on such approval, although our board of directors may, in its discretion, seek stockholder approval in any circumstance in which
it deems such approval advisable. Unless earlier terminated by our board of directors, the 2011 plan will terminate at the earliest
of (a) such time as no shares of our common stock remain available for issuance under the 2011 plan, (b) termination of the 2011
plan by our board of directors, or (c) the tenth anniversary of the effective date of the 2011 plan. Awards outstanding upon expiration
of the 2011 plan shall remain in effect until they have been exercised or terminated, or have expired.



2011 Employee Stock Purchase Plan



Our board of directors adopted the Advaxis,
Inc. 2011 Employee Stock Purchase Plan, which we refer to as the ESPP, on August 22, 2011, and our stockholders approved the ESPP
on September 27, 2011. The ESPP becomes effective November 1, 2011.  5,000,000 shares of our common stock are reserved
for issuance under the ESPP.  On December 14, 2011, our board of directors approved an amendment to the ESPP effective
as of October 31, 2011. The ESPP was amended to change the first offering date that our employees were eligible to participate
in the ESPP from November 1, 2011 to December 30, 2011.   As of February 25, 2013, approximately 4,792,000 shares
of our common stock are available for grant under the ESPP.





15







The compensation committee of our board
of directors will administer the ESPP. The ESPP vests the compensation committee with the authority to interpret the ESPP, to prescribe,
amend and rescind rules and regulations relating to the ESPP, and to make all other determinations necessary or advisable for the
administration of the ESPP; however, our board of directors may exercise that authority in lieu of the compensation committee.
The ESPP is required to be administered in a manner consistent with Rule 16b-3 of the Exchange Act and subject to the provisions
of Section 423 of the Internal Revenue Code.



Our employees that have been designated
by our board of directors as eligible to participate in the ESPP are eligible to become participants if they have been employed
by us or any of our subsidiaries for six months and are scheduled to work at least 20 hours per week and more than five months
per calendar year. Individuals who satisfy these requirements after November 1, 2011, would be eligible to become participants
on the February 1, May 1, August 1, or November 1, as the case may be, immediately following their completion of these eligibility
requirements. These eligible employees may become participants in the ESPP by completing an enrollment agreement and filing it
with us.



The ESPP generally is implemented through
a series of 24-month-long offering periods, beginning on November 1 and ending on the October 31 that is 24 months later. Shares
of our common stock are available for purchase under the ESPP on periodic exercise dates within each offering period. Exercise
dates are the last business days in January, April, July and October during each offering period. On the first business day of
each offering period (or if later, the first day within the offering period on which a participant becomes eligible to participate),
a participant is granted the option to purchase shares of our common stock on the exercise dates within that offering period.



If the share price is ever lower on an
exercise date than it was on the first business day of the offering period in which that exercise date falls, then the offering
period in progress ends immediately after the close of trading on that exercise date, and a new offering period begins on the next
February 1, May 1, August 1 or November 1, as the case may be, and extends for a new 24-month-long period ending on January 31,
April 30, July 31 or October 31, as the case may be.



No participant is eligible for the grant
of any option under the ESPP if, immediately after the grant, the participant would own, directly or indirectly, stock possessing
5% or more of the total combined voting power or value of all classes of our stock or of any of our subsidiaries. Additionally,
no participant may be granted any option that would permit the participant to buy our common stock that accrues at a rate that
exceeds $25,000 (based on the fair market value of our common stock on the date the option is granted) for each calendar year in
which such option is outstanding at any time. Finally, no participant may purchase more than 166,666 shares of our common stock
on any one exercise date.



The enrollment agreement that each participant
must submit authorizes after-tax payroll deductions from the participant’s compensation during each payroll period. Participants
may elect a payroll deduction amount of at least 1%, and up to 15%, of their compensation. A participant may change or terminate
his or her payroll deductions at any time during an offering period, but may only begin payroll deductions on specified dates.



The exercise price per share at which shares
are sold in an offering under the ESPP is the lower of (i) 85% of the fair market value of a share of our common stock on the first
day of the offering period or, (ii) 85% of the fair market value of a share of our common stock on the exercise date. Unless otherwise
determined by the compensation committee, the term fair market value is defined to mean the ratio of the value traded (the price
of a share of our common stock multiplied by number of shares of common stock traded) to total volume traded over the 10-day period
ending on the valuation date.





16







A participant may withdraw from participation
in the ESPP at any time by completing a withdrawal form and delivering it to us. If a participant’s employment terminates
for any reason, he or she is treated as having withdrawn from the ESPP.   All options granted to the participant
under the ESPP, but not yet exercised, automatically terminate, and no further purchases of common stock are made for the participant’s
account following the effectiveness of the participant’s withdrawal.  After a participant withdraws, or is treated
as having withdrawn, the participant is not permitted to participate again in the ESPP until the next entry date that is at least
six months after his or her date of withdrawal. In order to rejoin the ESPP, a former participant must submit a new enrollment
agreement.



The ESPP will terminate following the last
exercise date before 10th anniversary of effective date, or if sooner, on the date on which all shares reserved for issuance under
the ESPP have been sold. Additionally, our board of directors may terminate the ESPP earlier. Our board of directors or the compensation
committee may amend the ESPP at any time, provided that no amendment may change any option in a way that adversely affects the
rights of the holder of the option, no amendment may in any way cause rights issued under the ESPP to fail to meet the requirements
for employee stock purchase plans under Section 423 of the Code, and no amendment may cause the ESPP to fail to comply with Rule
16b-3 under the Exchange Act. To the extent necessary to comply with Rule 16b-3 under the Exchange Act, Section 423 of the Code,
or any other applicable law or regulation, we will obtain shareholder approval of any such amendment.



5,000,000 shares of our common stock are
reserved for issuance under the ESPP. That amount will be increased each year by the lowest of (i) 500,000 shares, (ii) one percent
of all shares of common stock outstanding at the end of the previous year, or (iii) an amount determined by the board. If any option
granted under the ESPP expires or terminates for any reason without having been exercised in full, the unpurchased shares subject
to that option will again be available for issuance under the ESPP.



The ESPP provides for appropriate adjustment
of the number of shares of common stock for which options may be granted, the number of shares subject to outstanding options and
the exercise price of outstanding options in the event of any increase or decrease in the number of issued and outstanding shares
of our common stock as a result of one or more reorganizations, restructurings, recapitalizations, reclassifications, stock splits,
reverse stock splits, or stock dividends.



Item 12:  Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters



The following table sets forth certain information
with respect to the beneficial ownership of our common stock as of February 25, 2013 of:



| | · | each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock;
| | - | ----------------------------------------------------------------------------------------------------------



| | · | each of our directors;
| | - | ----------------------



| | · | each of our named executive officers; and
| | - | -----------------------------------------



| | · | all of our directors and executive officers as a group.
| | - | -------------------------------------------------------



As used in the table below and elsewhere
in this prospectus, the term beneficial ownership with respect to our common stock consists of sole or shared voting power (which
includes the power to vote, or to direct the voting of shares of our common stock) or sole or shared investment power (which includes
the power to dispose, or direct the disposition of, shares of our common stock) through any contract, arrangement, understanding,
relationship or otherwise, including a right to acquire such power(s) during the 60 days following February 25, 2013.



Unless otherwise indicated in the footnotes
to this table, and subject to community property laws where applicable, we believe each of the stockholders named in this table
has sole voting and investment power with respect to the shares indicated as beneficially owned.  Applicable percentages are
based on 502,052,901 shares of common stock outstanding as of February 25, 2013, adjusted as required by the rules promulgated
by the SEC.  Unless otherwise indicated, the address for each of the individuals and entities listed in this table is 305
College Road East, Princeton, New Jersey 08540.





17







|Name and Address
        of Beneficial Owner                       |  | Number of
        Shares of our Common
        Stock
        Beneficially Owned |            |     | Percentage
        of Class
        Beneficially Owned | 
|------------------------------------------------------------------ |  | ------------------------------------------------------------------------------- | ---------- | --- | ------------------------------------------------------ | 
|                                                                   |  |                                                                                 |            |     |                                                        | 
|Thomas A. Moore                                                    |  |                                                                                 | 25,783,843 | (1) |                                                        | 
|Roni A. Appel                                                      |  |                                                                                 | 7,377,431  | (2) |                                                        | 
|Richard Berman                                                     |  |                                                                                 | 2,444,605  | (3) |                                                        | 
|Dr. James Patton                                                   |  |                                                                                 | 6,657,298  | (4) |                                                        | 
|Dr. Thomas McKearn                                                 |  |                                                                                 | 1,570,344  | (5) |                                                        | 
|Dr. John Rothman                                                   |  |                                                                                 | 7,336,781  | (6) |                                                        | 
|Mark J. Rosenblum                                                  |  |                                                                                 | 3,362,860  | (7) |                                                        | 
|All Current Directors and Executive Officers as a Group (7 people) |  |                                                                                 | 54,533,162 | (8) |                                                        | 



* Less than 1%.



|(1) | Represents 10,842,367 issued shares of our common stock, options to purchase 7,541,476 shares of our common stock exercisable within 60 days and warrants to purchase 7,400,000 shares of our common stock exercisable within 60 days.  However, it excludes warrants to purchase 3,664,611 shares of our common stock , limited by a 4.99% beneficial ownership provision in the warrants and notes that would prohibit him from exercising any of such warrants or converting any such notes to the extent that upon such exercise or conversion he, together with his affiliates, would beneficially own more than 4.99% of the total number of shares of our common stock then issued and outstanding (unless Mr. Moore provides us with 61 days' notice of the holders waiver of such provisions).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Represents 4,212,134 issued shares of our common stock, options to purchase 3,139,297 shares of our common stock exercisable within 60 days and 26,000 shares of our common stock earned but not yet issued.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Represents 677,632 issued shares of our common stock, options to purchase 1,412,291 shares of our common stock exercisable within 60 days and 354,682 shares of our common stock earned but not yet issued.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Represents 2,940,576 issued shares of our common stock, options to purchase 833,461 shares of our common stock exercisable within 60 days, 26,000 shares earned but not yet issued, warrants to purchase 222,222 shares of our common stock exercisable within 60 days and a promissory note convertible into 2,635,039 shares of our common stock.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Represents 299,290 issued shares of our common stock, options to purchase 1,245,054 shares of our common stock exercisable within 60 days and 26,000 shares of our common stock earned but not yet issued.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Represents 275,775 issued shares of our common stock, options to purchase 5,051,524 shares of our common stock exercisable within 60 days and 2,009,482 shares of our common stock earned but not yet issued.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Represents 874,002 issued shares of our common stock and options to purchase 2,488,858 shares of our common stock exercisable within 60 days.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



|(8) | Represents an aggregate of 20,121,776 shares of our common stock, options to purchase 21,711,961 shares of our common stock exercisable within 60 days, warrants to purchase 7,622,202 shares of our common stock exercisable within 60 days, promissory notes convertible into 2,635,059 shares of our common stock and 2,442,164 shares of our common stock earned but not yet issued.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





18







Item 13:  Certain Relationships and Related Transactions,
and Director Independence



Our policy is to enter into transactions
with related parties on terms that, on the whole, are no more favorable, or no less favorable, than those available from unaffiliated
third parties.  Based on our experience in the business sectors in which we operate and the terms of our transactions
with unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they
occurred.



Thomas Moore



We have agreed to sell senior promissory
notes to Mr. Moore, our chief executive officer, from time to time (“the Moore Notes”). These notes bear interest at
the rate of 12% per annum. Currently, under the terms of the amended and restated Moore Notes: (i) the maturity date is the earlier
of the date of consummation of an equity financing in an amount of $6.0 million or more or the occurrence of any event of default
as defined in the Moore Notes. As of October 31, 2011, we owed Mr. Moore, our chief executive officer, approximately $408,000 in
principal and interest under the Moore Notes.



In connection with the October 2011 offering,
we issued $470,588.24 of convertible promissory notes to Mr. Moore for a purchase price of $400,000. Additionally, Mr. Moore received
a warrant to purchase such number of shares of our common stock equal to 50% of such number of shares of our common stock issuable
upon conversion of the convertible promissory note issued to Mr. Moore at an exercise price of $0.15 per share. The convertible
promissory note purchased in the October 2011 offering by Mr. Moore was paid for in exchange for the cancellation of $400,000.00
of outstanding indebtedness owed by us to Mr. Moore under the Moore Notes.



In connection with the offering completed
in May 2012, we issued $120,000 of convertible promissory notes to Mr. Moore for a purchase price of $90,000. Additionally, Mr.
Moore received a warrant to purchase such number of shares of our common stock equal to 50% of such number of shares of our common
stock issuable upon conversion of the convertible promissory note issued to Mr. Moore at an exercise price of $0.15 per share.
The convertible promissory notes purchased in the offering completed in May 2012 by Mr. Moore were paid for in cash.



Effective May 14, 2012, we entered into an
exchange agreement with Mr. Moore, pursuant to which Mr. Moore received approximately 5.4 million shares of our common stock in
exchange for (i) surrendering the existing notes held by Mr. Moore and surrendering warrants to purchase an aggregate of approximately
1,568,627 shares of our common stock originally issued on October 31, 2011, and (ii) amending the note purchase agreements between
us and Mr. Moore, dated as of October 28, 2011, to terminate (x) Mr. Moore’s right to liquidated damages if we fail for any
reason to satisfy the current public information requirement under Rule 144(c) promulgated under the Securities Act, (y) Mr. Moore’s
right to participate in any proposed or intended issuance or sale or exchange of the our securities, and (z) the prohibition on
our ability to effect, or enter into an agreement to effect, any issuance of our securities for cash consideration involving a
variable rate transaction.



For the twelve months ended October
31, 2012, Mr. Moore loaned us $74,500 under the Moore Notes. We paid Mr. Moore $35,000 in principal on the Moore Notes.  For
the fiscal years ended October 31, 2012 and 2011 and the period from inception, we recorded interest expense of $29,695 and $78,077
and $300,022 respectively. As of October 31, 2012 and October 31, 2011, respectively, we were not in default   under the terms
of the Moore Agreement. We intend to repay Mr. Moore when funds are sufficiently available. As of October 31, 2012, we owed
Mr. Moore approximately $477,000 in principal and interest under the Moore Notes.



Mark Rosenblum



In connection with the October 2011 offering,
we also issued $58,823.53 of convertible promissory notes to an IRA account in the name of our Chief Financial Officer, Mark J.
Rosenblum, for a purchase price of $50,000.00. Additionally, Mr. Rosenblum received a warrant to purchase such number of shares
of our common stock equal to 50% of such number of shares of our common stock issuable upon conversion of the convertible promissory
note issued to Mr. Rosenblum at an exercise price of $0.15 per share. On May 18, 2012, Mr.Rosenblum exchanged his convertible promissory
note and warrants for 686,275 shares of our common stock.





19







James Patton



On August 2,
2012, in a private placement pursuant to a note purchase agreement, we issued Dr. James Patton, a member of our board of
directors, a convertible promissory note in the principal amount of $66,667 for a purchase price of $50,000. The Patton Note
was issued with an original issue discount of 25%. Dr. Patton paid $0.75 for each $1.00 of principal amount of the Patton
Note purchased. The Patton Note is convertible into shares of our Common Stock at a per share conversion price equal to
$0.025287 and is subject to “full ratchet” anti-dilution protection upon certain equity issuances below $0.025287
per share (as may be further adjusted). Additionally, Dr. Patton received a warrant, which we refer to as the Patton Warrant,
to purchase such number of shares of our Common Stock equal to 50% of such number of shares of our Common Stock issuable
upon conversion of the Patton Note at an exercise price of $0.085 per share. The Patton
Note matures on August 2, 2013. We may redeem the Patton Note under certain circumstances. The Patton Warrant is exercisable
at any time on or before August 2, 2017. The Patton Warrant may be exercised on a cashless basis under certain
circumstances. The Patton Note and the Patton Warrant each include a limitation on conversion or exercise, as applicable,
which provides that at no time will Dr. Patton be entitled to convert any portion of the Patton Note or Patton Warrant, to
the extent that after such conversion or exercise, as applicable, Dr. Patton (together with his affiliates) would
beneficially own more than 4.99% of the outstanding shares of the Common Stock as of such date.



Daniel O’Connor



On May 18, 2012, in
a private placement pursuant to a note purchase agreement, we issued Mr. O’Connor, an executive of our Company as of January
1, 2013, a convertible promissory note in the principal amount of $66,667 for a purchase price of $50,000. The O’Connor Note
was issued with an original issue discount of 25%. Mr. O’Connor paid $0.75 for each $1.00 of principal amount of the O’Connor
Note purchased. The O’Connor Note is convertible into shares of our Common Stock at a per share conversion price equal to $0.025287 and is subject to “full ratchet” anti-dilution protection upon certain equity issuances below $0.025287
per share (as may be further adjusted). Additionally, Mr. O’Connor received a warrant, which we refer to as the O’Connor Warrant, to purchase such number
of shares of our Common Stock equal to 50% of such number of shares of our Common Stock issuable upon conversion of the O’Connor
Note at an exercise price of $0.085 per share. The O’Connor Note matures
on August 2, 2013. We may redeem the O’Connor Note under certain circumstances. The O’Connor Warrant is exercisable
at any time on or before August 2, 2017. The O’Connor Warrant may be exercised on a cashless basis under certain circumstances.
The O’Connor Note and the O’Connor Warrant each include a limitation on conversion or exercise, as applicable, which
provides that at no time will Mr. O’Connor be entitled to convert any portion of the O’Connor Note or O’Connor
Warrant, to the extent that after such conversion or exercise, as applicable, Mr. O’Connor (together with his affiliates)
would beneficially own more than 4.99% of the outstanding shares of the Common Stock as of such date.





Item 14: Principal Accountant Fees and Services



McGladrey &
Pullen, LLP (“M&P”) served as our independent auditors for the fiscal year ended October 31, 2011 and the
periods ended January 31, 2012, April 30, 2012 and July 31, 2012. On December 19, 2012, we dismissed M&P, and Marcum LLP
(“Marcum”) became our independent auditor. The following is a summary of the fees billed to the Company for
professional services rendered for the fiscal years ended October 31, 2012 and 2011. The fees for the year ended October 31,
2011 were billed by M&P, and the fees for the year ended October 31, 2012 were billed by both M&P and Marcum.





20







|                                               |  | Fiscal Year 2012 |   |  | Fiscal Year 2011 |  
|---------------------------------------------- |  | ---------------- | - |  | ---------------- | -
|Audit Fees - McGladrey and Pullen, LLP         |  | $                | - |  |                  | $
|Audit Related Fees - McGladrey and Pullen, LLP |  |                  | - |  |                  |  
|Tax Fees - RSM McGladrey, Inc. (1)             |  |                  | - |  |                  |  
|Total                                          |  | $                | - |  |                  | $



|                         |  | Fiscal Year 2012 |        |  | Fiscal Year 2011 |  
|------------------------ |  | ---------------- | ------ |  | ---------------- | -
|Audit Fees - Marcum, LLP |  | $                | 90,000 |  |                  | $
|Total                    |  | $                | 90,000 |  |                  | $





(1) Consists of professional services rendered
by a company aligned with our principal accountant for tax compliance and tax advice.



McGladrey Audit Fees : The Company
recorded fees of $137,000 in connection with its audit of the Company’s financial statements for the fiscal year ended October
31, 2011.

Marcum Audit Fees : The Company recorded fees of
$90,000 in connection with its audit of the Company’s financial statements for the fiscal year ended October 31, 2012.



Audit-Related Fees
: The Company recorded fees of $53,700 in connection with audit-related services for the fiscal year ended October 31, 2011, primarily
for review of comments to the Securities and Exchange Commission in its review of securities registration documents and the Company’s
replies and for assistance with private placement memorandums and other document reviews.



Tax Fees : The
Company recorded fees of $11,900 in connection with tax fees for the fiscal year ended October 31, 2011, primarily due to RSM McGladrey,
Inc. amending and preparing the Company’s tax returns.  The Company engaged RSM McGladrey, Inc. to amend and prepare
the Company’s 2010 and 2009 tax returns.



All Other Fees
: No fees were classified outside the recorded Audit, Audit Related and Tax fees.



The Audit Committee
will pre-approve all auditing services and the terms thereof (which may include providing comfort letters in connection with securities
underwriting) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the
applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor;
provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the "de
minimus" provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services
may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the
full Audit Committee at its first meeting following such decision. The Audit Committee may review and approve the scope and staffing
of the independent auditors' annual audit plan.





21









PART IV



Item 15: Exhibits and Financial Statements Schedules.



See Index of Exhibits below. The Exhibits are filed with or
incorporated by reference in this report.



(a) Exhibits. The following
exhibits are included herein or incorporated herein by reference.



|Exhibit
        Number |  | Description of Exhibit                                                                            
|---------------------- |  | --------------------------------------------------------------------------------------------------
|31.1*                  |  | Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|                       |  |                                                                                                   
|31.2*                  |  | Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|                       |  |                                                                                                   
|32.1*                  |  | Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002
|                       |  |                                                                                                   
|32.2*                  |  | Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002





* Filed herewith.





22







SIGNATURE



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto
duly authorized, in Princeton, Mercer County, State of New Jersey, on this 28th day of February 2013.



| | ADVAXIS, INC.
| | -------------
| |              
| | By:          
| |              





Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and
on the dates indicated:



|SIGNATURE             |  | TITLE                                                        |  | DATE             
|--------------------- |  | ------------------------------------------------------------ |  | -----------------
|                      |  |                                                              |  |                  
|/s/ Thomas Moore      |  | Chief Executive Officer and Chairman of the Board            |  | February 28, 2013
|Thomas Moore          |  | (Principal Executive Officer)                                |  |                  
|                      |  |                                                              |  |                  
|/s/ Mark J. Rosenblum |  | Chief Financial Officer, Senior Vice President and Secretary |  | February 28, 2013
|Mark J. Rosenblum     |  | (Principal Financial and Accounting Officer)                 |  |                  
|                      |  |                                                              |  |                  
|*                     |  | Director                                                     |  | February 28, 2013
|Roni Appel            |  |                                                              |  |                  
|                      |  |                                                              |  |                  
|*                     |  | Director                                                     |  | February 28, 2013
|Thomas McKearn        |  |                                                              |  |                  
|                      |  |                                                              |  |                  
|*                     |  | Director                                                     |  | February 28, 2013
|James Patton          |  |                                                              |  |                  
|                      |  |                                                              |  |                  
|*                     |  | Director                                                     |  | February 28, 2013
|Richard Berman        |  |                                                              |  |                  





* By the signature set forth below, the undersigned, pursuant
to the duly authorized power of attorney filed with the SEC, has signed this Amendment to the Annual Report on behalf of the person
indicated.



|/s/ Mark J. Rosenblum | 
|--------------------- | 
|Mark J. Rosenblum     | 





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