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Colorado
(State
or other jurisdiction
of
incorporation or organization)
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2836
(Primary
Standard Industrial
Classification
Code Number)
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841521955
(I.R.S.
Employer
Identification
No.)
|
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Technology
Center of New Jersey
675
Route 1, Suite 119
North
Brunswick, NJ 08902
(201)
750-2347
(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal place of business)
___________________________
Mr.
Roni Appel, Acting Chief Executive Officer
Technology
Center of New Jersey
675
Route 1, Suite 119
North
Brunswick, NJ 08902
(201)
750-2347
(Name,
address, including zip code, and telephone number, including area
code, of
registrant’s agent for service)
___________________________
Copies
to:
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Gary
A. Schonwald, Esq.
Reitler
Brown & Rosenblatt LLC
800
Third Avenue
21st
Floor
New
York, New York 10022
(212)
209-3050 / (212) 371-5500 (Telecopy)
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Approximate
date of commencement of proposed sale to the public. From
time to time after this Registration Statement becomes
effective.
If
any of the Securities being registered on this Form are to be offered
on a
delayed or continuous basis pursuant to Rule 415 under the Securities
Act
of 1933, as amended, check the following box: S
If
this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please
check the
following box and list the Securities Act registration statement
number of
the earlier effective registration statement for the same offering:
o
If
this Form is a post-effective amendment filed pursuant to Rule
462(d)
under the Securities Act of 1933, check the following box and list
the
Securities Act of 1933 registration statement number of the earlier
effective registration statement for the same offering: o
If
delivery of the prospectus is expected to be made pursuant to Rule
434,
please check the following box: o
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EXHIBIT
NUMBER
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DESCRIPTION
OF EXHIBIT
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Exhibit
3.1
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Amended
and Restated Articles of Incorporation. Incorporated by reference
to
Exhibit 4.2 to Report on Form S-8 filed with the SEC on December
1,
2005.
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Exhibit
3.2
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Amended
and Restated Bylaws. Incorporated by reference to Exhibit 3.1 to
Report on
Form 8K filed with the SEC on December 27, 2004.
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Exhibit
4.1
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Form
of Warrant issued to purchasers. Incorporated
by reference to Exhibit 4.1 to Report on Form 8K filed with the SEC
on
November 18, 2004.
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Exhibit
4.2
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Form
of Warrant issued to Placement Agent. Incorporated
by reference to Exhibit 4.2 to Report on Form 8K filed with the SEC
on
November 18, 2004.
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Exhibit
5.1
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Opinion
of Jody M. Walker, Esq.
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Exhibit
10.1
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Share
and Exchange Agreement, dated as of August 25, 2004, by and among
the
Company, Advaxis and the shareholders of Advaxis. Incorporated
by reference to Exhibit 10.1 to Report on Form 8K filed with the
SEC on
November 18, 2004.
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Exhibit
10.2
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Form
of Securities Purchase Agreement, by and among the Company and the
purchasers listed as signatories thereto. Incorporated
by reference to Exhibit 10.2 to Report on Form 8K filed with the
SEC on
November 18, 2004.
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Exhibit
10.3
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Form
of Registration Rights Agreement, by and among the Company and the
persons
listed as signatories thereto. Incorporated
by reference to Exhibit 10.3 to Report on Form 8K filed with the
SEC on
November 18, 2004.
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Exhibit
10.4
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Form
of Standstill Agreement, by and among the Company and persons listed
on
Schedule 1 attached thereto. Incorporated
by reference to Exhibit 10.4 to Report on Form 8K filed with the
SEC on
November 18, 2004.
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Exhibit
10.5
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Amended
and Restated Employment Agreement, dated December 20, 2004, by and
between
the Company and J.Todd Derbin. Incorporated by reference to Exhibit
10.1
to Report on Form 8K filed with the SEC on December 23,
2004.
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Exhibit
10.6
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2004
Stock Option Plan of the Company. Incorporated by reference to Exhibit
4.1
to Report on Form S-8 filed with the SEC on December 1,
2005.
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Exhibit
10.7
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License
Agreement, dated as of June 17, 2002, by and between Advaxis and
The
Trustees of the University of Pennsylvania*.
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Exhibit
10.8
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Non-Exclusive
License and Bailment, dated as of March 17, 2004, between The Regents
of
the University of California and Advaxis, Inc.
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Exhibit
10.9
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Consultancy
Agreement, dated as of January 19, 2005, by and between LVEP Management,
LLC. and the Company.
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Exhibit
10.10
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Government
Funding Agreement, dated as of April 5, 2004, by and between David
Carpi
and Advaxis, Inc.
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Exhibit
10.11
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Amended
and Restated Consulting and Placement Agreement, dated as of May
28, 2003,
by and between David Carpi and Advaxis, Inc., as
amended
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Exhibit
10.12
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Consultancy
Agreement, dated as of January 22, 2005, by and between Dr. Yvonne
Paterson and Advaxis, Inc.
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Exhibit
10.13
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Consultancy
Agreement, dated as of March 15, 2003, by and between Dr. Joy A.
Cavagnaro
and Advaxis, Inc.
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Exhibit
10.14
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Grant
Writing Agreement, dated June 19, 2003, by and between DNA Bridges,
Inc.
and Advaxis, Inc.
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Exhibit
10.15
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Consulting
Agreement, dated as of July 2, 2004, by and between Sentinel Consulting
Corporation and Advaxis, Inc.
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Exhibit
10.16
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Agreement,
dated July 7, 2003, by and between Cobra Biomanufacturing PLC and
Advaxis,
Inc.*
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Exhibit
10.17
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Securities
Purchase Agreement, dated as of January 12, 2005, by and between
the
Company and Harvest Advaxis LLC. Incorporated by reference to Exhibit
10.1
to Report on Form 8K filed with the SEC on January 18,
2005.
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Exhibit
10.18
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Registration
Rights Agreement, dated as of January 12, 2005, by and between the
Company
and Harvest Advaxis LLC. Incorporated by reference to Exhibit 10.2
to
Report on Form 8K filed with the SEC on January 18,
2005.
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Exhibit
10.19
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Letter
Agreement, dated as of January 12, 2005 by and between the Company
and
Robert T. Harvey. Incorporated
by reference to Exhibit 10.3 to Report on Form 8K filed with the
SEC on
January 18, 2005.
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Exhibit
10.20
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Consultancy
Agreement, dated as of January 15, 2005, by and between Dr. David
Filer
and the Company.
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Exhibit
10.21
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Consultancy
Agreement, dated as of January 15, 2005, by and between Pharm-Olam
International Ltd. and the Company.
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Exhibit
10.22
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Agreement,
dated February 1, 2004, by and between Strategic Growth International
Inc.
and the Company.
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Exhibit
10.23
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Letter
Agreement, dated February 10, 2005, by and between Richard Berman
and the
Company.
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Exhibit
10.24
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Employment
Agreement, dated February 8, 2005, by and between Vafa Shahabi and
the
Company.
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Exhibit
10.25
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Employment
Agreement, dated March 1, 2005, by and between John Rothman and the
Company.
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Exhibit
10.26
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Clinical
Research Services Agreement, dated April 6, 2005, between Pharm-Olam
International Ltd. and the Company.*
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Exhibit
10.27
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Amendment
to Consultancy Agreement, dated as of April 4, 2005, between LVEP
Management LLC and the Company.
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Exhibit
10.28
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Royalty
Agreement, dated as of May 11, 2003, by and between Cobra
Bio-Manufacturing PLC and the Company
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Exhibit
10.29
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Resignation
Agreement between J. Todd Derbin and the Company dated October 31,
2005.
Incorporation by reference to Exhibit 10.1 to report of Form 8-K
filed
with the SEC on November 9, 2005.
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Exhibit
10.30
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Second
Amendment to Consultancy Agreement between the Company and LVEP Management
LLC, dated October 31, 2005. Incorporation by reference to Exhibit
10.2 to
Report on Form 8-K filed with the SEC on November 9, 2005.
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Exhibit
10.31
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Letter
of Agreement between the Company and the Investor Relations Group
Inc.,
dated September 27, 2005.
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Exhibit
10.32
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Consulting
Agreement between the Company and Freemind Group, LLC dated October
17,
2005.
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Exhibit
10.33
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Strategic
Collaboration and Long Term Vaccine Supply Agreement between the
Company
and Cobra Bio-Manufacturing PLC date October 31, 2005*
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Exhibit
14.1
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Code
of Ethics. Incorporated
by reference to Exhibit 14.1 to Report on Form 8K filed with the
SEC on
November 18, 2004.
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Exhibit
21.1
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Advaxis,
Inc., a Delaware corporation
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Exhibit
23.1
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Consent
of Goldstein
Golub Kessler LLP
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Exhibit
23.2
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Consent
of Jody
M. Walker, Esq. (included
in Exhibit 5.1 above)
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Exhibit
24.1
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Power
of Attorney (Included on the signature
page)
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| ADVAXIS, INC. | ||
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| By: | /s/ Roni Appel | |
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Roni Appel,Chief Executive Officer |
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SIGNATURE
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TITLE
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DATE
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s/
Roni Appel
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Chief
Executive Officer, Chief Financial Officer and Director (Principal
Financial and Accounting Officer)
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March
2, 2006
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*
J.
Todd Derbin
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Chairman
of Board of Directors
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March
2, 2006
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*
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Director
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March
2, 2006
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*
James
Patton
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Director
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March
2, 2006
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*
Richard
Berman
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Director
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March
2, 2006
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