Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
ADVAXIS, INC.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • GREAT EXPECTATIONS AND ASSOCIATES, INC.
  • GREAT EXPECTATIONS ASSOCIATES INC
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

305 COLLEGE ROAD EAST
PRINCETON, NJ 08540
Phone Number: subscription required

Item 3. Related Persons

Name
THOMAS MOORE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JAMES PATTON
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
RONI A. APPEL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
THOMAS MCKEARN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
RICHARD BERMAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOHN ROTHMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
MARK J. ROSENBLUM
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 4. Industry Group

BIOTECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
10/31/2011

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Debt
  • Option, Warrant or Other Right to Acquire Another Security
  • Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
  • Other: COMMON STOCK ISSUABLE UPON CONVERSION OF NOTES.

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 12. Sales Compensation

Recipient
RODMAN RENSHAW, LLC
Recipient CRD Number
16415
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
1251 AVENUE OF THE AMERICAS
20TH FLOOR
NEW YORK, NY 10020
States of Solicitation
  • CA
  • CT
  • GA
  • IL
  • NJ
  • NY
  • NC
  • PA

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
1977500
Total Remaining to be Sold
INDEFINITE
Clarification of Response
THE INVESTORS PAID AN AGGREGATE PURCHASE PRICE OF $1,977,500.00 IN RETURN FOR RECEIVING FROM ADVAXIS (I) AN AGGREGATE OF $2,326,470.59 OF ADVAXIS' CONVERTIBLE PROMISSORY NOTES AND (II) WARRANTS TO PURCHASE UP TO 7,754,899 SHARES OF ADVAXIS' COMMON STOCK.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
12

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
110425.0
Finders' Fees
0.0
Clarification of Response
RODMAN RENSHAW, LLC ALSO RECEIVED WARRANTS TO PURCHASE AN AGGREGATE OF 866,078 SHARES OF ADVAXIS, INC.'S COMMON STOCK AS PART OF ITS SALES COMMISSION.

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response
THE NOTES PURCHASED IN THIS OFFERING BY THOMAS A. MOORE, ADVAXIS' CHAIRMAN AND CHIEF EXECUTIVE OFFICER, WERE PAID FOR IN EXCHANGE FOR THE CANCELLATION OF $400,000.00 OF OUTSTANDING INDEBTEDNESS OWED BY ADVAXIS TO MR. MOORE.

Signature and Submission

Issuer Name
ADVAXIS, INC.
Issuer Signature
/S/ MARK J. ROSENBLUM
Signer Name
MARK J. ROSENBLUM
Signer Title
CHIEF FINANCIAL OFFICER, SENIOR VICE PRESIDENT AND SECRETARY
Signature Date
11/15/2011
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