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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-KSB/A

AMENDMENT NO. 1

| | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
| | --------------------------------------------------------------------------------------------------------------------------

Commission file number 333-09349

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AVAX TECHNOLOGIES, INC.(Name of small business issuer in its charter)

Delaware(State or other jurisdiction of incorporation or organization)

13-3575874(IRS Employer Identification No.)4520 Main Street
Suite 930
Kansas City, MO 64111

64111(Address of principal executive offices)

(Zip Code)


(816) 960-1333Issuer's telephone number:

Securities
registered under Section 12(b) of the Exchange Act:None

Securities
registered under Section 12(g) of the Exchange Act:

Common Stock, par value $.004 per share(Title of class)

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes X No

Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained herein and, to the best of the registrant's
knowledge, will not be contained in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or by any amendment to this
Form 10-KSB.

The
issuer's revenues for the period ended December 31, 2000 were $112,459.

As
of March 27, 2001, 19,210,843 shares of the registrant's common stock, par value $.004 per share, were outstanding or are issuable upon conversion of the outstanding shares
of Series C Preferred Stock. The aggregate market value of the voting and common equity held by non-affiliates (assuming 100% conversion of the outstanding shares of preferred
stock) computed by reference to the reported closing price of the common stock on the Nasdaq Stock Market, on March 27, 2001, was $16,779,908. Shares of common stock, beneficially owned by each
executive officer and director and each person who beneficially owns 10% or more of the outstanding shares of common stock, have been excluded, in that such persons may be deemed to be affiliates of
the Company. This determination of affiliate status is not necessarily conclusive.

Documents
Incorporated by Reference: None

Transitional
Small Business Disclosure Format: Yes   No X

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AVAX Technologies, Inc.    Index to Form 10-KSB/A    Amendment No. 1

|           |  |                                                                                                                 |  | Page
|---------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|PART III  
|Item 9.    |  | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act |  | 2   
|Item 10.   |  | Executive Compensation.                                                                                         |  | 5   
|Item 11.   |  | Security Ownership of Certain Beneficial Owners and Management.                                                 |  | 11  
|Item 12.   |  | Certain Relationships and Related Transactions.                                                                 |  | 13  
|Signatures |  | 14                                                                                                             

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

In this Report, AVAX Technologies, Inc. ("AVAX" or the "Company") makes statements that plan for or anticipate the future. These forward-looking
statements include statements about the future of biotechnology products and the biopharmaceutical industry, statements about AVAX's future business plans and strategies, and other statements that are
not historical in nature. These forward-looking statements are based on the Company's current expectations. Many of these statements are found in the "Description of Business" section beginning on
page 1.

Forward-looking
statements may be identified by words or phrases such as "believe," "expect," "anticipate," "should," "planned," "may," "estimated" and "potential." The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. In order to comply with the terms of the safe harbor, and because forward-looking statements involve
future risks and uncertainties, listed below are a variety of factors that could cause actual results and experience to differ materially from the anticipated results or other expectations expressed
in the Company's forward-looking statements. These factors might include:



1

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AVAX Technologies, Inc.  PART III

ITEM 9. Directors, Executive Officers, Promoters And Control Persons; Compliance with Section 16(a) of the Exchange Act

Executive Officers and Directors

The executive officers and directors of the Company, as of April 25, 2001, as well as certain information about them, are as follows:

|Name                            |  | Age |  | Position with the Company                                               
|------------------------------- |  | --- |  | ------------------------------------------------------------------------
|David L. Tousley, C.P.A.        |  | 45  |  | Chief Operating Officer, Chief Financial Officer and Corporate Secretary
|Warren B. Dudley                |  | 46  |  | Senior Vice President for Sales, Marketing and Business Development     
|Richard P. Rainey               |  | 34  |  | Vice President for Finance and Administration                           
|Edson D. de Castro              |  | 62  |  | Director                                                                
|James L. Currie                 |  | 64  |  | Director                                                                
|Andrew W. Dahl, Sc.D.           |  | 58  |  | Director                                                                
|John K. A. Prendergast, Ph.D.   |  | 47  |  | Director                                                                
|Jean-Loup Salzmann, M.D., Ph.D. |  | 46  |  | Director                                                                
|Carl Spana, Ph.D.               |  | 38  |  | Director                                                                

David L. Tousley, C.P.A.,has been the Chief Operating Officer since February 28, 2001, the Chief Financial Officer of the
Company since October 1, 1996 and the Corporate Secretary since January 1999. Prior to joining the Company, from 1989 to 1996, Mr. Tousley was the Controller and then the Vice
President for Finance and Administration of the U.S. subsidiary of Pasteur-Merieux Connaught.
Mr. Tousley received his M.B.A. in Accounting from Rutgers University Graduate School of Business in 1978 and his B.A. in English from Rutgers College in 1977.

Warren B. Dudley,has been the Senior Vice President for Sales, Marketing and Business Development of the Company since
October 1999. Prior to joining the Company, from 1997 to 1999, Mr. Dudley was the Vice President of Sales and Marketing for TheraTech, Inc., a leading drug delivery company, where
he lead all corporate commercialization activities including successful product in-licensing efforts resulting in TheraTech becoming a fully integrated pharmaceutical company. From 1977 to
1997, Mr. Dudley served in a number of sales, sales management, marketing management and business management positions with The Upjohn Company, including U.S., European and global operations.
Mr. Dudley has over 22 years of sales, marketing, business management and business development experience. Mr. Dudley received his B.A. in Biology and Business Management from the
University of Northern Iowa in 1977.

Richard P. Rainey, C.P.A.,has been the Vice President for Finance and Administration since March 28, 2001, and previously
served as Controller of the Company since September 1998. Prior to joining the Company, Mr. Rainey was a partner with Rainey & Rainey, a certified public accounting firm that he
founded in 1993. During that period, Rainey & Rainey provided accounting and consulting services to corporations with an emphasis in health care. From 1988 to 1993, Mr. Rainey was an
associate with Ernst & Young, LLP, specializing in auditing and consulting. Mr. Rainey received his B.S. in Accounting from Pennsylvania State University in 1988.

Edson D. de Castrohas been a member of the Board of Directors of the Company since October 1993. Since 1990, Mr. de
Castro has been consulting for companies and participating as a member of certain Boards of Directors. Mr. de Castro was one of five co-founders of Data General

2

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Company in 1968 for which, from 1968 to 1989, he served as its President and Chief Executive Officer, and from 1989 to 1990, he served as its Chairman of the Board of Directors. From 1995 to 1997,
Mr. de Castro was the Chief Executive Officer and Chairman of the Board of Directors of Xenometrix, Inc. Mr. de Castro was a founder and Executive Committee Member of the
Massachusetts High Tech Council. Mr. de Castro is a Trustee of Boston University. In addition, Mr. de Castro serves on the Board of Directors of Boston Life Sciences, Inc.
Mr. de Castro received his B.S. in Electrical Engineering from the University of Lowell in 1960.

James L. Curriehas been a Director of the Company since March 1999. Mr. Currie is a General Partner of Essex Woodlands
Health Ventures and has been involved with the Company since 1982. Currently he sits on the Board of Directors of Serologicals Company, Digitrace Care Services, Inc., the Health Advanced
Institute, Cebert Pharmaceuticals, Inc. and Integrity Pharmaceuticals Company. He has played
key roles in the formation or financing of Critical Care of America, LyphMed, Inc. Parexel International, Serologicals, Inc, Richwood Pharmaceuticals, and a number of other successful venture-
backed companies. For eight years, he served as owner/operator of Central Scientific, Inc. a manufacturer and distributor of products sold to the health care industry.

Andrew W. Dahl, Sc.D.,has been a director of the Company since September 1999. From July 1994 through
December 1999, Dr. Dahl served as the President and Chief Executive Officer of HealthNet, Inc. From July 1990 through March 1994, Dr. Dahl served as President
and Chief Executive Officer of IVF America, Inc. (now known as IntegraMed America), where he was instrumental in taking the Company public. Dr. Dahl also served as Executive Vice
President and Chief Operating Officer of St. John Health and Hospital Company in Detroit, a university-affiliated medical center, and was Vice President for Development of the Hospital Company of
America, Management Company. Dr. Dahl received his Sc.D. from Johns Hopkins University and a M.P.A. from Cornell University. Dr. Dahl is also a fellow in the American College of Health
Care Executives.

John K. A. Prendergast, Ph.D.,has been a director of the Company since July 1996. Dr. Prendergast has served as
President and principal of Summercloud Bay, Inc., a biotechnology-consulting firm, since 1993. He is a co-founder and/or a member of the Board of Ingenex, Inc., Atlantic
Pharmaceuticals, Inc., Optex Ophthamologics, Inc., Gemini Gene Therapies, Inc., Channel Therapeutics, Inc., Xenometrix, Inc., Avigen, Inc., and Palatin
Technologies, Inc. From October 1991 through December 1997, Dr. Prendergast was a Managing Director of Paramount Capital Investments, LLC and a Managing Director of The
Castle Group Ltd. Dr. Prendergast received his M.Sc. and Ph.D. from the University of New South Wales, Sydney, Australia and a C.S.S. in Administration and Management from Harvard
University.

Jean-Loup Salzmann, M.D., Ph.D.,has been a Director of the Company since February 2001. Dr. Salzmann is a
University Professor and Hospital Practitioner in Histology at Paris Nord University, as well as head of the Histology and Gene Therapy Laboratory at Bobigny's UFR, a medical school.
Dr. Salzmann was one of two principal owners of Genopoietic, which was acquired by the Company on August 24, 2000. As part of the Genopoietic acquisition agreement, the Board agreed to
add a representative of Genopoietic to the Board. Dr. Salzmann has served as a consultant to the Company and its subsidiaries since August 24, 2000. Previously, he was a technical
advisor to the French Minister of Research for Medicine and Life Sciences (Hubert Curien) for five years. Dr. Salzmann is an M.D. and holds a Ph.D. in biological sciences.

Carl Spana, Ph.D., has been a Director of the Company since September 1995 and was its Interim President from August 1995
to June 15, 1996. Dr. Spana is currently an Executive Vice President and Chief Executive Officer of Palatin Technologies, Inc. Since June 1996, Dr. Spana has served
as Executive Vice President and Chief Technology Officer of RhoMed Incorporated. From 1993 to 1996, Dr. Spana was responsible for discovering, evaluating, and commercializing new
biotechnologies through his work at Paramount Capital Investments, LLC where he was an Associate Director.

3

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Dr. Spana has been a co-founder of several private biotechnology firms. From 1991 to 1993, Dr. Spana was a Research Associate at Bristol-Myers Squibb where he was involved in
scientific research in the field of immunology that led to the initiation of several new drug discovery programs. Dr. Spana currently is a member of the Board of Directors of Palatin
Technologies, Inc. Dr. Spana received his Ph.D. in Molecular Biology from The Johns Hopkins University and a B.S. in Biochemistry from Rutgers University.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers and holders of more than 10% of
the Company's Common Stock (collectively, "Reporting Persons") to file with the Securities and Exchange Commission ("SEC") initial reports of ownership and reports of changes in ownership of Common
Stock. The Reporting Persons are required by regulations of the SEC to furnish the Company with copies of all such filings. Specific due dates for these reports have been established and the Company
is required to identify in this Proxy Statement those persons who failed to timely file these reports. Based on its review of the copies of filings received by it with respect to the fiscal year ended
December 31, 2000, and written representations from certain Reporting Persons, the Company believes that all Reporting Persons complied with the Section 16(a) filing requirements in the
year ended December 31, 2000, other than, Carl Spana, Ph.D., John K. A. Prendergast, Ph. D., Edson D. de Castro, Andrew Dahl, Gary Lazar and James Currie who each failed to file timely a
Form 5 reporting the grant to each of them of options to acquire additional shares of Common Stock.

4

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ITEM 10. Executive Compensation

Executive Compensation

The following Summary Compensation Table sets forth the compensation earned by the persons serving as the Company's chief executive officer and the other named
officers (the "Named Officers") for the last three fiscal years. The Company has no long-term incentive plans.

Summary Compensation Table Annual Compensation

|Name and Principal
Position                                                                       |  | Year           |  | Salary
($) |                         | Bonus
($) |     | Restricted
Common
Stock Award(s)
($) |  | Shares of Common
Stock Underlying
Options/SARs (#) |     | All Other
Compensation
($) | 
|------------------------------------------------------------------------------------------------- |  | -------------- |  | ---------- | ----------------------- | --------- | --- | ------------------------------------ |  | -------------------------------------------------- | --- | -------------------------- | 
|Jeffrey M. Jonas, M.D.President and Chief Executive Officer(1)                                   |  | 2000
1999
1998 |  | $$$        | 308,750
289,583
234,166 |           | $$$ | 52,500
100,000
120,000               |  | -0-
-0-
$25,000                                    | (4) | 50,000
323,889
150,000     | 
|David L. Tousley, C.P.A.Chief Operating Officer, Chief Financial Officer and Corporate Secretary |  | 2000
1999
1998 |  | $$$        | 202,500
195,000
173,000 |           | $$$ | 50,000
50,000
50,000                 |  | -0-
-0-
-0-                                        |     | 30,000
130,104
50,000      | 
|Ernest W. Yankee, Ph.D. Executive Vice President(2)                                               |  | 2000
1999
1998 |  | $$$        | 202,500
195,000
173,000 |           | $$$ | 30,000
50,000
50,000                 |  | -0-
-0-
-0-                                        |     | 30,000
130,104
50,000      | 
|Warren B. DudleySenior Vice President for Marketing, Sales, and Business Development             |  | 2000
1999      |  | $$         | 190,000
31,666          | (6)       | $   | 45,000
-0-                           |  | -0-
-0-                                            |     | 30,000
150,000             | 
|Kamy A. Behzadi, Ph.D.Vice President of Operations(3)                                            |  | 2000
1999
1998 |  | $$$        | 145,000
130,000
115,000 |           | $$$ | 30,000
32,000
31,500                 |  | -0-
-0-
-0-                                        |     | 30,000
35,000
-0-          | 

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Options

The following table sets forth certain information concerning stock options granted during the year ended December 31, 2000 to the Named Officers. The
Company does not grant stock appreciation rights.

5

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Option/SAR Grants In Last Fiscal Year

|Name                     |  | Shares of
Common Stock
Underlying
Options/SARs
Granted (#) |  | % of Total
Options/SARs
Granted to
Employees in
Fiscal Year |   | Exercise or
Base Price
($/share) |  | Expiration Date  
|------------------------ |  | ---------------------------------------------------------- |  | ----------------------------------------------------------- | - | -------------------------------- |  | -----------------
|Jeffrey M. Jonas, M.D.   |  | 50,000                                                     |  | 11.70                                                       | % | 8.813                            |  | June 8, 2007     
|David L. Tousley, C.P.A. |  | 30,000                                                     |  | 7.02                                                        | % | 2.938                            |  | December 26, 2007
|Ernest W. Yankee, Ph.D.  |  | 30,000                                                     |  | 7.02                                                        | % | 2.938                            |  | December 26, 2007
|Warren B. Dudley         |  | 30,000                                                     |  | 7.02                                                        | % | 2.938                            |  | December 26, 2007
|Kamy A. Behzadi, Ph.D.   |  | 30,000                                                     |  | 7.02                                                        | % | 10.188                           |  | May 1, 2007      

The
following table sets forth certain information concerning stock options held by the Named Officers on December 31, 2000. No stock options were exercised by the Named
Officers during the year ended December 31, 2000.

Aggregate Option Exercises In Last Fiscal Year and Fiscal Year-End Option Values

|                         |  |     |  | Number of Securities
Underlying Unexercised
Options at December 31, 2000 |  |         |  |  
|------------------------ |  | --- |  | ------------------------------------------------------------------------ |  | ------- |  | -
|
|
|Jeffrey M. Jonas, M.D.   |  | -0- |  | 638,673                                                                  |  | 324,088 |  | $
|David L. Tousley, C.P.A. |  | -0- |  | 237,425                                                                  |  | 157,680 |  | $
|Ernest W. Yankee, Ph.D.  |  | -0- |  | 237,425                                                                  |  | 157,680 |  | $
|Warren B. Dudley         |  | -0- |  | 46,875                                                                   |  | 133,125 |  | $
|Kamy A. Behzadi, Ph.D.   |  | -0- |  | 85,000                                                                   |  | 70,000  |  | $

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Employment Agreements

David L. Tousley.On September 13, 1996, the Company entered into a letter of employment (the "Tousley
Employment Letter") with David L. Tousley, pursuant to which Mr. Tousley became the Chief Financial Officer of the Company for an initial term of four years. Pursuant to the terms of the
Tousley Employment Letter, Mr. Tousley receives an annual salary of not less than $150,000 and a discretionary bonus of not less than $25,000. Mr. Tousley's discretionary bonus may not
exceed 100% of his base salary. Mr. Tousley also received options to acquire 125,000 shares of Common Stock at an exercise price of $1.00 per share. All such options vest at a rate of
1/16 per quarter over a four-year period, and are exercisable for a period of seven years.

The
Tousley Employment Letter also provides that the Company and Mr. Tousley intend to enter into a more formal employment agreement which will contain, among other things,
severance arrangements and non-compete provisions. The Company has never entered into a formal employment agreement with Mr. Tousley. Mr. Tousley is also entitled to such
additional compensation in the form of bonuses, raises or otherwise as the Board of Directors of the Company may determine.

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Warren B. Dudley.On October 8, 1999, the Company entered into a letter of employment with Warren B. Dudley,
pursuant to which Mr. Dudley became the Senior Vice President for Marketing, Sales, and Business Development of the Company. Effective November 1, 1999, the Company entered into an
employment agreement with Mr. Dudley, that replaced the letter of employment dated October 8, 1999.

The
employment agreement is for an initial period of three years ending November 1, 2002. The agreement will be automatically renewed for successive one year periods, unless
either the Company or Mr. Dudley gives written notice to the other that the employment agreement will terminate at the end of the initial employment period or the then-current
renewal period, at least three months prior to the end of the period. Under the terms of the employment agreement, Mr. Dudley receives an annual base
salary of not less than $190,000, and is entitled to receive a discretionary annual incentive bonus of up to 100% of his base salary. Mr. Dudley also received options to acquire 150,000 shares
of Common Stock at an exercise price of $3.00 per share. All such options will vest at a rate of 1/16 per quarter over a four-year period, and are exercisable for a period
of seven years. Mr. Dudley is also entitled to additional stock options at the sole discretion of the Company's Board of Directors.

If
Mr. Dudley's employment is terminated due to death or to his disability, by the Company for just cause or by Mr. Dudley for other than good reason, Mr. Dudley
or his estate is entitled to receive the base salary accrued but unpaid as of the date of termination. If Mr. Dudley's employment is terminated (other than following a Change of Control, as
defined in the agreement) for any reason other than due to his death or to his disability, or by the Company for just cause, or is terminated by Mr. Dudley for good reason, then the Company
will pay Mr. Dudley, as his sole damages for termination, a lump sum payment equal to 100% of his annual base salary, at the rate in effect at the time of his termination, without
set-off for any salary earned from alternative employment. In addition, any stock options previously granted to Mr. Dudley will continue to vest according to the provisions of the
agreement during the one-year severance period. Also, the Company will pay Mr. Dudley's family coverage COBRA medical coverage co-payment for the entire COBRA coverage
period.

Upon
termination, following a Change of Control, for any reason other than due to Mr. Dudley's death or to his disability, or by the Company for just cause, or termination by
Mr. Dudley for good reason, then the Company will pay Mr. Dudley a lump sum payment equal to two times the base salary (at the higher of the rate in effect at the date of termination or
the rate in effect on the date of the Change of Control). The amount will not be set-off against moneys earned from alternative employment, and all options previously granted to
Mr. Dudley which remain unvested will immediately vest. Also, the Company will pay Mr. Dudley's family coverage COBRA medical coverage co-payment for the entire COBRA
coverage period.

The
employment agreement with Mr. Dudley also contains a two-year covenant not to compete and a five-year covenant not to disclose confidential
information.

Richard P. Rainey.On June 28, 1998, the Company entered into a letter of employment with Richard P. Rainey,
pursuant to which Mr. Rainey became the Controller of the Company (the "Rainey Employment Letter"). Pursuant to the terms of the Rainey Employment Letter, Mr. Rainey initially received
an annual salary of $85,000. Mr. Rainey is also entitled to a discretionary bonus of 20% of his base salary. Upon entering into the Rainey Employment Letter, Mr. Rainey received options
to acquire 75,000 shares of Common Stock at an exercise price of $2.56 per share. All such options vest at a rate of 1/16 per quarter over a four-year period, and are
exercisable for a period of seven years.

If
Mr. Rainey's employment is terminated without cause by the Company, Mr. Rainey is entitled to receive two months of base salary and continued benefits, subject to
Mr. Rainey and the Company entering into a mutually agreeable severance agreement that provides for, among other things, a waiver and release of any claims by Mr. Rainey against the
Company and its affiliates, and reasonable indemnification and hold harmless provisions.

7

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The Rainey Employment Letter also contains a two-year covenant not to compete, a one-year non-solicitation and non-disparagement
covenant and a covenant not to disclose confidential information.

Severance Agreements

Dr. Jeffrey M. Jonas.Dr. Jonas resigned as Chief Executive Officer of the Company effective
February 28, 2001. The Company and Dr. Jonas have entered into a Severance Agreement dated February 25, 2001. Significant provisions of the Severance Agreement include the
following:



8

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Dr. Ernest W. Yankee.Dr. Yankee resigned as the Executive Vice President of the Company effective
April 10, 2001. The Company and Dr. Yankee have entered into a Severance Agreement dated April 10, 2001. The Company paid Dr. Yankee a lump sum payment equal to $105,000 on
April 19, 2001. Any options to purchase shares of the Company's common stock that have been granted to Dr. Yankee and
are vested on the Termination Date will only be exercisable for the period after termination of employment specified in the applicable stock option agreement. All of the Executive options that were
not vested as of April 10, 2001, were terminated and are no longer exercisable in any manner.

Compensation of Directors

The Company currently compensates its non-employee directors in accordance with the 2000 Directors' Stock Option Plan (the "Director Plan" or the
"Plan"), which is administered by the Compensation Committee of the Board of Directors. The Director Plan was adopted by the full Board on December 26, 2000. Subject to the approval of the Plan
by the stockholders at the Company's 2001 Annual Meeting, the Director Plan is effective as of January 1, 2000.

The
purpose of the Director Plan is to advance the interests of the Company, by strengthening its ability to attract and retain External Directors (as defined below) of high caliber
through encouraging a sense of proprietorship by means of stock ownership. All External Directors are eligible to receive awards of Options under the Plan. As defined in the Plan, "External Director"
means a member of the Board who is not an employee of the Company or a subsidiary.

Options
are automatically granted to each External Director under the Plan as follows:

In
accordance with the Plan, options to purchase 40,000 shares of Common Stock were granted to each External Director at an option exercise price of $2.938 per share. External
Directors in calendar year 2000 were all directors of the Company, other than Dr. Jonas.

All
Options granted under the Plan vest quarterly over a period of 16 quarters. Each Option granted under the Plan will be evidenced in writing, delivered to the Optionee, and will be
exercisable

9

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at such times and subject to such terms and conditions as specified in the applicable grant and agreement. Options may not be exercised after the tenth anniversary of the Date of Grant.

The
shares of Common Stock to be purchased upon the exercise of options under the Plan will be issued from either authorized but unissued shares of the Company or from shares
reacquired by the Company, including shares purchased in the open market. If an Option is terminated unexercised as to any shares of Common Stock covered thereby, the shares will thereafter be again
available for award pursuant to the Plan. Subject to any adjustment of shares pursuant to the terms of the Plan, the maximum number of shares of Common Stock in respect of which Options may be granted
under the Plan is 480,000.

In
accordance with the terms of the Director Plan, all Options granted under the Plan prior to stockholder approval are subject to the approval of the Plan by the stockholders of the
Company. No Options will be granted under the Plan after December 31, 2009; however, all previously granted Options that have not expired under their original terms or that will not expire at
the time the Plan expires will remain outstanding.

10

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ITEM 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 31, 2001, certain information regarding the beneficial ownership of the Common Stock and the Series C
Convertible Preferred Stock (assuming full conversion into Common Stock) (i) by each person known by the Company to be the beneficial owner of more than five percent of the outstanding shares
of the Common Stock, (ii) by each of the Named Officers and directors of the Company and (iii) by all executive officers and directors of the Company as a group. In accordance with SEC
regulations, the following table includes information for Dr. Jonas, Dr. Yankee and Dr. Behzadi even though each is no longer an officer or employee of the Company as of the date
of this report, as amended.

|Name and Address
of Beneficial Owner                                                                     |  | Title of Stock |  | Number
of Shares |  | Percentage
of Class
Beneficially Owned(1) |  
|-------------------------------------------------------------------------------------------------------- |  | -------------- |  | ---------------- |  | ----------------------------------------- | -
|Jeffrey M. Jonas, M.D.(2)                                                                                |  | Common Stock   |  | 709,710          |  | 3.56                                      | %
|David L. Tousley, C.P.A.(3)                                                                              |  | Common Stock   |  | 280,563          |  | 1.44                                      | %
|Ernest W. Yankee, Ph.D.(3)                                                                               |  | Common Stock   |  | 271,188          |  | 1.39                                      | %
|Kamy A. Behzadi, Ph.D.(3)                                                                                |  | Common Stock   |  | 85,000           |  | *                                         |  
|Warren B. Dudley(3)                                                                                      |  | Common Stock   |  | 69,375           |  | *                                         |  
|Edson D. de Castro(4)                                                                                    |  | Common Stock   |  | 83,262           |  | *                                         |  
|James L. Currie(5)                                                                                       |  | Common Stock   |  | 1,962,467        |  | 10.04                                     | %
|Andrew W. Dahl, Sc.D.(6)                                                                                 |  | Common Stock   |  | 19,097           |  | *                                         |  
|John K.A. Prendergast, Ph.D.(7)                                                                          |  | Common Stock   |  | 118,179          |  | *                                         |  
|Jean-Loup Salzmann, M.D., Ph.D.(8)                                                                       |  | Common Stock   |  | 333,422          |  | 1.74                                      | %
|Carl Spana, Ph.D.(9)                                                                                     |  | Common Stock   |  | 118,179          |  | *                                         |  
|Lindsay A. Rosenwald, M.D.(10)
787 Seventh Avenue, 48th Floor
New York, NY 10019                         |  | Common Stock   |  | 1,675,143        |  | 8.55                                      | %
|Essex Woodlands Health Ventures Fund IV, L.P.(11)
190 South LaSalle Street,
Suite 2800
Chicago, IL 60603 |  | Common Stock   |  | 1,962,467        |  | 10.04                                     | %
|All named officers and directors as a group (11 persons)                                                 |  | Common Stock   |  | 4,050,442        |  | 19.14                                     | %

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11

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Common
Stock is determined as the number of Common Stock shares outstanding (16,541,621 as of March 31, 2001) plus the number of shares issuable upon conversion
of the Series C Preferred Stock 2,669,225 as of March 31, 2001).

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ITEM 12. Certain Relationships and Related Transactions

On March 1, 1999, the Company consummated an offering of Series C Preferred Stock (the "Series C Offering") pursuant to which the Company
raised aggregate gross proceeds of approximately $10,130,000. In the Series C Offering, the Company sold an aggregate of 101,300 shares of Series C Preferred Stock, Class A
Warrants to purchase an aggregate of 311,692 shares of Common Stock at an exercise price of $4.00 per share of Common Stock and Class B Warrants to purchase an aggregate of 311,692 shares of
Common Stock at an exercise price of $4.50 per share of Common Stock, all for an aggregate sale price of $2,649,337. The Series C Preferred Stock, the Class A Warrants and the
Class B Warrants were sold as a unit in the Series C Offering. The Class A Warrants and Class B Warrants are exercisable until March 1, 2004.

Lindsay
A. Rosenwald, M.D., a greater than 5% stockholder of the Company, is the Chairman and sole stockholder of each of Paramount Capital, Inc. ("Paramount") and Paramount
Capital Investments, LLC. In connection with services rendered by Paramount in identifying and introducing the Company to the investors in the Series C Offering, the Company paid to Paramount a
cash finders fee of approximately $709,100 and issued an option to acquire approximately 187,015 shares of Common Stock at an exercise price of $3.58, exercisable until March 1, 2004. Upon
exercise of the Unit Purchase Option granted to it in connection with the Series C Offering, Paramount would be issued warrants to purchase 37,402 shares of Common Stock of which 18,701 will be
exercisable at $4.00 and the remaining 18,701 will be exercisable at $4.50, all for an aggregate sale price of $828,472. The warrants are exercisable until March 1, 2004.

On
March 10, 2000, the Company completed an offering of Common Stock and related warrants (the "2000 Offering") pursuant to which the Company raised aggregate gross proceeds of
approximately $25,137,000. Certain provisions of a letter agreement between the Company and Paramount, dated January 29, 1999, entered into in connection with the Series C offering,
entitled Paramount to a finder's fee in connection with the 2000 Offering due to the participation in the 2000 Offering of certain investors previously introduced to the Company by Paramount.
Accordingly, the Company paid to Paramount a cash finder's fee of $140,000 and warrants to purchase 10,787 shares of the Company's Common Stock at an exercise price of $11.125 per share.

Michael
S. Weiss, a former Director and former Corporate Secretary of the Company, was a Senior Managing Director of Paramount during 1998. Dr. Carl Spana, a Director of the
Company, was previously a Vice President of Paramount Capital Investments, LLC. In addition, Dr. John K.A. Prendergast, also a Director of the Company, was a Managing Director of Paramount
Capital Investments, LLC until December 1997.

Mr. Currie
was named to the Board in March 1999, in conjunction with the sale by the Company of an aggregate of 70,000 shares of the Series C Preferred Stock to
an affiliate of the Essex Woodlands Health Ventures and to Petrus Fund, L.P. The purchase agreement between the Company and the purchasers of the Series C Preferred Stock provided that the
Company would nominate a person designated by an affiliate of Essex Woodlands Health Ventures and Petrus Fund, L.P. for election to the Board of Directors and recommend that person to the stockholders
of the Company. The Board of Directors was expanded in March 1999, and Mr. Currie was named by the Board to fill the newly

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created position upon the designation of Mr. Currie by Essex Woodlands Health Ventures and Petrus Fund, L.P.

On
August 24, 2000, the Company completed its acquisition of GPH, S.A. ("Holdings") and Genopoietic S.A. ("Genopoietic") each a French societe anonyme based in Paris, France. As
previously announced, under the terms of the Stock Contribution Agreement dated as of July 17, 2000, as amended by that certain Agreement dated as of August 24, 2000 (the "Tax Agreement") (the
"Contribution Agreement"), 100% of the outstanding shares of both Holdings, which was the majority shareholder of Genopoietic, and Genopoietic have been contributed to the Company by the shareholders
of those two entities in exchange for an aggregate of 800,000 shares of the Company's Common Stock. Of the 800,000 shares, 333,422 shares were issued to Dr. Jean-Loup Salzmann, who was one of the
primary shareholders of Holdings and who has since become a director of the Company. These shares have been placed in escrow to secure his indemnification obligations under the Contribution Agreement.

Pursuant
to the terms of the Tax Agreement, the Company agreed to assist Dr. Salzmann in paying his capital gains tax liability, if any, owing to the French tax authorities as a
result of his acquisition of the 333,422 shares of the Company's Common Stock under the Contribution Agreement. The Company may, at its option, either: (i) permit and facilitate the sale by Dr.
Salzmann of enough of the escrowed shares of Common Stock held in accordance with the Contribution Agreement to pay any resulting capital gains tax liability; or (ii) loan to Dr. Salzmann on
commercially reasonable terms an amount equal to the capital gains tax. In the event that Dr. Salzmann does not pay any capital gains tax on the acquisition of the Company's Common Stock at any time
during 2001, the Company will have no continuing obligation under the Tax Agreement.

Dr.
Salzmann has signed a consulting agreement with AVAX International Services, Inc, an affiliate of the Company, to advance the interests of both the Company and Genopoietic. In
calendar year 2000, the Company paid Dr. Salzmann $110,256 under this consulting agreement. Pursuant to the Rights Agreements dated as of August 24, 2000, between the Company and Dr. Salzmann, Dr.
Salzmann has the right to acquire up to an additional 1,100,000 shares of the Company's Common Stock, upon the successful and timely achievement of development and commercialization milestones by
Genopoietic. These milestones include: obtaining GMP certification of Genopoietic's facility in Lyon, France to manufacture M-Vax and to manufacture Genopoietic's autologous chondrocyte product;
reaching specific regulatory and sales milestones related to M-Vax, chondrocytes and second generation chondrocytes; and reaching regulatory milestones related to Genopoietic's thymidine kinase
suicide gene technology for the treatment of graft-versus-host-disease, cancer and other indications.

The
Company also entered into the Research Funding Agreement dated as of August 24, 2000 with Genopoietic, the Company's new wholly owned subsidiary, (the "Research Funding
Agreement") to provide funding to Genopoietic for direct costs of basic scientific research in areas of mutual interest to the Company and Genopoietic. Subject to the fulfillment of certain funding
conditions, the Company has agreed to provide up to an aggregate of $8,000,000 to Genopoietic throughout the period ending July 31, 2005. At the Company's option, the funds will be provided as
additional contributions to the capital of Genopoietic, as payment of indebtedness owed by Genopoietic to third parties or as a long-term loan to Genopoietic.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                     |  | AVAX TECHNOLOGIES, INC.
|-------------------- |  | -----------------------
|Date: April 27, 2001 |  | By:                    
|                     |  |                        

In
accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|Signature                          |  | Name & Title                                                                               |  | Date          
|---------------------------------- |  | ------------------------------------------------------------------------------------------ |  | --------------
|/s/RICHARD P. RAINEY               |  | Richard P. Rainey Vice PresidentFinance and Administration
(Principal Accounting Officer) |  | April 27, 2001
|/s/EDSON D. DE CASTRO              |  | Edson D. de Castro Director                                                                |  | April 27, 2001
|/s/JOHN K. A. PRENDERGAST, PH.D.   |  | John K. A. Prendergast, Ph.D. Director                                                     |  | April 27, 2001
|/s/CARL SPANA, PH.D.               |  | Carl Spana, Ph.D. Director                                                                 |  | April 27, 2001
|/s/JAMES CURRIE                    |  | James Currie Director                                                                      |  | April 27, 2001
|/s/ANDREW W. DAHL, SC.D.           |  | Andrew W. Dahl, Sc.D. Director                                                             |  | April 27, 2001
|/s/JEAN-LOUP SALZMANN, M.D., PH.D. |  | Jean-Loup Salzmann, M.D., Ph.D. Director                                                   |  | April 27, 2001

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