Common stock warrant liability:

12. SUBSEQUENT EVENTS

Incyte Collaboration Agreement

On FebruaryAugust 10, 2015, the Company entered into a Clinical Study Collaboration Agreement (the “Incyte Agreement”) with Incyte Corporation (“Incyte”) for the development and analysis of a combination therapy for the treatment of cervical cancer (the “Study”). Under the terms of the Incyte Agreement, Incyte will contribute INCB024360, a selective Inhibitor of IDO1, and the Company will contribute ADXS-HPV to be dosed in combination during the course of the Study, with Incyte acting as the sponsor of the Study and taking the lead role in its conduct. Costs for the Study are to be split equally between the parties.

Registered Direct Offering

On February 18, 2015, the Company priced a registered direct offering of 3,068,095 shares of its Common Stock at $7.50 per share. The transaction closed on February 19, 2015, and the Company received gross proceeds of $23.0 million from the offering. After deducting offering expenses, the net proceeds from the offering were approximately $22.3 million.

Recent Sales of Unregistered Securities

On February 9, 2015, the Company issued 37,91658,126 shares of Common Stock valued at $921,297 to an accredited investor as payment for consulting services rendered.

On FebruaryAugust 13, 2015, the Board of Directors appointed The Honorable Tom Ridge, the first Secretary of the U.S. Department of Homeland Security and 43^rd Governor of Pennsylvania, to the Board. Governor Ridge will serve as a director until his term expires at the 2016 annual meeting of stockholders, at which time he will stand for election by the Company’s stockholders. In consideration for his services as a director, Governor Ridge received 636 shares of common stock valued at $10,952 and options to purchase 50,000 shares of common stock at an exercise price of $17.22. The options vest on August 13, 2016 and expire in 10 years. Governor Ridge was also granted 15,240 RSUs, with 2,740 RSU’s vesting on October 31, 2015 and the remaining 12,500 RSUs vesting quarterly such that 100% of the RSUs will have vested by October 31, 2016.

On August 17, 2015, the Company issued 13,2331,250 shares of Common Stockcommon stock to a current Executivean employee which represents the initial vesting period of an inducement grant pursuant to his Employment Agreement.

On FebruaryAugust 18, 2015, The Company issued 2,379 shares of common stock to employees in connection with the Employee Stock Purchase Plan.

On August 26, 2015, the Company issued 4,104entered into a licensing agreement with Knight Therapeutics Inc. (“Knight”), a Canadian-based specialty pharmaceutical company focused on acquiring, in-licensing, selling and marketing innovative prescription and over-the-counter pharmaceutical products, to commercialize in Canada the Company’s product candidates. Under the terms of the licensing agreement, Knight will be responsible to conduct and fund all regulatory and commercial activities in Canada. The Company is eligible to receive royalty and sales milestones as defined in the agreement.

In connection with the licensing agreement, the Company sold directly to Knight 359,454 shares of Common Stockthe common stock at $13.91 per share. In addition, the Company sold directly to accredited investors in consideration for converting notes payable totaling $33,333.Sectoral Asset Management, a leading Canadian-based global healthcare investment advisor, 1,437,815 shares of common stock at $13.91 per share. The combined net proceeds to the Company from these direct investments is approximately $25 million. The sale of the shares closed on August 28, 2015.

On February 27,August 31, 2015, the Company issued 1,4341,020 shares of Common Stock to management, pursuant to their Employment Agreements.

On March 2,September 8, 2015, the Company issued 23,6068,750 shares of Common Stock to accredited investors as payment for consulting services rendered.employees which represents the initial vesting period of inducement grants pursuant to their employment agreements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis contains forward-looking statements about our plans and expectations of what may happen in the future. Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our results could differ materially from the results anticipated by our forward-looking statements as a result of many known or unknown factors, including, but not limited to, those factors discussed in “Risk Factors” and incorporated by reference herein. See also the “Special Cautionary Notice Regarding Forward-Looking Statements” set forth at the beginning of this report.

You should read the following discussion and analysis in conjunction with the unaudited consolidated financial statements, and the related footnotes thereto, appearing elsewhere in this report, and in conjunction with management’s discussion and analysis and the audited consolidated financial statements included in our annual report on Form 10-K for the year ended October 31, 2014.

Overview

We are a clinical-stage biotechnology company focused on the discovery, development and commercialization of proprietaryLm-LLO cancer immunotherapies. These immunotherapies are based on a platform technology that utilizes live attenuatedListeria monocytogenes,bioengineered to secrete antigen/adjuvant fusion proteins. TheseLm-LLO strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy as they access and direct antigen presenting cells to stimulate anti-tumor T-cell immunity, stimulate and activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable the T-cells to eliminate tumors.

ADXS-HPVAxalimogene filolisbac (ADXS-HPV) Franchise

ADXS-HPVAxalimogene filolisbac (ADXS-HPV) is aanLm-LLO immunotherapy directed against HPV and designed to target cells expressing the HPV. It is currently under investigation or planned investigation in threefour HPV-associated cancers: cervical cancer, head and neck cancer, anal cancer, and anallung cancer, either as a monotherapy or in combination.

Cervical Cancer

There are 527,624 new cases of cervical cancer caused by HPV worldwide every year, and 14,377 new cases in the U.S. alone, according to the WHO Human Papillomavirus and Related Cancers in the World Summary Report 2014. Current preventative vaccines cannot protect the 20 million women who are already infected with HPV. Challenges with acceptance, accessibility, and compliance have resulted in approximately a third of young women being vaccinated in the United States and even less in other countries around the world.

We completed a randomized Phase 2 clinical study (Lm-LLO-E7-15) that was conducted exclusively in India in 110 women with recurrent/refractory cervical cancer. The final results were presented at the 2014 American Society of Clinical Oncology (“ASCO”) Annual Meeting, and showed that 32% (35/109) of patients were alive at 12 months, 22% (24/109) of patients were Long-term Survivors (“LTS”) alive greater than 18 months, and 18% (16/91)91 evaluable with adequate follow-up) of patients were alive for more than 24 months. Of the 109 patients treated in the study, LTS included not only patients with tumor shrinkage but also patients who had experienced stable disease or increased tumor burden. 17% (19/109) of the patients in the trial had recurrence of disease after at least two prior treatments for their cervical cancer; these patients comprised 8% (2/24) of LTS. Among the LTS, 25% (3/11)12) of patients had an ECOG performance status of 2, a patient population that is often times excluded from clinical trials. Furthermore, a 10% objective response rate (including 5 complete responses and 6 partial responses) and a disease control rate of 38% (42/109) was observed. The addition of cisplatin chemotherapy to ADXS-HPVaxalimogene filolisbac (ADXS-HPV) in this study did not significantly improve overall survival or objective tumor response (p=0.9981) =0.9981). 109 patients received 254 doses of ADXS-HPV.  ADXS-HPVaxalimogene filolisbac (ADXS-HPV). Axalimogene filolisbac (ADXS-HPV) was found to be well tolerated with 38% (41/109) of patients experiencing mild to moderate Grade 1 or 2 transient adverse events associated with infusion; 1 patient experienced a Grade 3 SAE. All observed treatment related adverse events either self-resolved or responded readily to symptomatic treatment. Based on the results from the completed randomized Phase 2 clinical study, Biocon Limited (“Biocon”), our co-development and commercialization partner for ADXS-HPV in India and key emerging markets, plans to seek regulatory approval of ADXS-HPV in India for the treatment of recurrent/refractory cervical cancer.

The GOG (now a member of NRG Oncology), under the sponsorship of the Cancer Therapy Evaluation Program (“CTEP”) of the National Cancer Institute (“NCI”), is independently conducting GOG-0265, an open-label, single arm Phase 2 study of ADXS-HPVaxalimogene filolisbac (ADXS-HPV) in persistent or recurrent cervical cancer (patients must have received no more thanat least 1 prior chemotherapy regimen for the treatment of their recurrent/metastatic disease, not including that administered as a component of primary treatment) in the U.S., GOG-0265. The first stage of enrollment in GOG-0265 has successfully been completed with 26/29 patients treated and has met the predetermined safety and efficacy criteria required to proceed into the second stage of patient enrollment. As of January 2015, 27% (7/26) of patients were alive at one year (the predefined criteria for 12-month survival was ≥20%); 6 additional patients were still alive, but with less than 12 months follow-up,follow up, i.e., these 6 patients are eligible to exceed 12-month12 month survival. The adverse events observed in the first stage of the study have been consistent with those reported in other clinical studies with ADSX-HPV.axalimogene filolisbac (ADXS-HPV). The second stage of the study ofwill include approximately 37 additional patients is now enrolling and has been amended to allowpermit only one prior chemotherapy regimen for the treatment of their recurrent/metastatic disease and allows patients to continue to receive repeat cycles of therapy until disease progression. On September 17, 2015, the final clinical data from the first stage of GOG-0265 will be presented at the American Gynecological & Obstetrical Society (“AGOS”) annual meeting.

We have completed an End-of-Phase 2 (“EOP2”) meeting with the FDA. The purpose of the EOP2 meeting was to discuss ADXS-HPV’saxalimogene filolisbac (ADXS-HPV)’s preclinical data, Chemistry, Manufacturing and Controls (“CMC”) and clinical program prior to moving ADXS-HPVaxalimogene filolisbac (ADXS-HPV) forward into a registrational trial in cervical cancer. At the meeting, the FDA provided guidance on our CMC activities and clinical development plan. We plan to submithave submitted our Phase 3 protocol for a Special Protocol Assessment (“SPA”) request to the FDA. The SPA request included specific questions from Advaxis to facilitate a meaningful dialogue with the FDA on the proposed study design. We have received back from FDA initial comments and considerations for incorporation into our study design. Additional rounds of review and/or a formal meeting are anticipated, both of which can extend the review period and be beneficial in reaching agreement with the FDA on design elements. Based on the FDA’s feedback, we may reach final agreement with FDA or may decide to incorporate the advice into the design of the Phase 3 clinical study without undergoing additional rounds of review. FDA’s assessment of the SPA request, and all related feedback, will be very valuable in the development of axalimogene filolisbac (ADXS-HPV). We are planningContingent upon the outcome of the forgoing, we plan to initiate, in collaboration with the GOG Foundation, Inc., an independent international non-profit organization with the purpose of promoting excellence in the quality and integrity of clinical and basic scientific research in the field of gynecologic malignancies, a registrational clinical trial in cervical cancer in the first half of 2015 to support a Biologics License Application (“BLA”) submission in the U.S. and in other territories around the world.

Subject to FDA concurrence under our request for a SPA, the registrational clinical trial that we plan to conduct will be a Phase 3 study of adjuvant ADXS-HPVaxalimogene filolisbac (ADXS-HPV) following chemoradiation as primary treatment for patients with high risk locally advanced cervical cancer compared to chemoradiation alone. This population has a high risk of recurrence and once the disease has recurred there is no available cure. This study will evaluate both the time it takes for the cancer to recur as well as the overall survival. Our goal is to develop a treatment to prevent or reduce the risk of recurrence of cervical cancer after primary treatment interventions have ceased.

Biocon Limited (“Biocon”), our co-development and commercialization partner for axalimogene filolisbac (ADXS-HPV) in India and key emerging markets, filed a Marketing Authorization Application (“MAA”) for licensure of this immunotherapy in India. The Drug Controller General of India (“DCGI”) accepted this MAA for review. The filing of the MAA was driven by several factors: i) results from theLm-LLO-E7-15 Phase 2 trial indicated that axalimogene filolisbac (ADXS-HPV) was well tolerated and showed significant clinical activity in recurrent/refractory cervical cancer, ii) cervical cancer is the second most common cancer among Indian women (132,000 new cases per year with 74,000 death reported), and iii) current treatment options for non-operable refractory/recurrent disease are limited in India. As part of the MAA review process, Biocon met with the Scientific Expert Committee (the “Committee”). The Committee indicated that proof of concept for this novel immunotherapy has been established. The Committee advised Biocon to obtain data from a Phase 3 clinical trial in patients with recurrent cervical cancer who have failed prior chemo and radiation therapy. The face to face interaction with the Committee provided Biocon and Advaxis with valuable insight for future development.

We are conducting a Phase 1/2 trial evaluating higher doses and repeat cycles of axalimogene filolisbac (ADXS-HPV) in patients with recurrent cervical cancer. This Phase 1/2 study is designed to evaluate the safety, efficacy and immunological effect of the highest-tolerated dose of axalimogene filolisbac (ADXS-HPV) administered in repeat cycles of treatment to patients with cervical cancer whose disease recurred after receiving one prior systemic dose cytotoxic treatment regimen.

We have entered into a clinical trial collaboration agreement with MedImmune, LLC (“MedImmune”), the global biologics research and development arm of AstraZeneca, and have received FDA clearance of an IND to conduct a Phase 1/2, open-label, multicenter, two part study to evaluate the safety and immunogenicity of our investigationalLm-LLO cancer immunotherapy, ADXS-HPV,axalimogene filolisbac (ADXS-HPV), in combination with MedImmune’s investigational anti-PD-L1 immune checkpoint inhibitor, MEDI4736,durvalumab (MEDI4736), as a combination treatment for patients with metastatic HPV-associated squamous or non-squamous carcinoma of the cervix and metastatic HPV-associated Squamous Cell Carcinoma of the Head and Neck (“SCCHN”). This study is currently enrolling patients.

We have entered into a clinical trial collaboration agreement with Incyte where we plan to conduct a Phase 2, open-label, multicenter study to evaluate the safety and immunogenicity of ADXS-HPVaxalimogene filolisbac (ADXS-HPV) as a monotherapy and in combination with Incyte'sIncyte’s investigational oral indoleamine 2,3-dioxygenase 1 (IDO1) inhibitor, epacadostat (INCB24360), in patients with Stage I-IIa HPV-associated cervical cancer. The FDA has cleared the IND application and Incyte plans to initiate this Phase 2 trial in 2015.

We are conducting a Phase 1/2 trial evaluating higher doses and repeat cycles of ADXS-HPV in patients with recurrent cervical cancer. This Phase 1/2 study is designed to evaluate the safety, efficacy and immunological effect of the highest-tolerated dose of ADXS-HPV administered in repeat cycles of treatment to patients with cervical cancer whose disease recurred after receiving one prior cytotoxic treatment regimen.

ADXS-HPVAxalimogene filolisbac (ADXS-HPV) has received orphan drug designation for invasive Stage II-IVb cervical cancer.

Head and Neck Cancer

SCCHN is the most frequently occurring malignant tumor of the head and neck and is a major cause of morbidity and mortality worldwide. More than 90% of SCCHNs originate from the mucosal linings of the oral cavity, pharynx, or larynx and 60-80% of these cancers are caused by HPV. According to the American Cancer Society, head and neck cancer accounts for about 3% to 5% of all cancers in the United States with the incidence of HPV-associated head and neck cancers increasing at an epidemic rate. Approximately 12,000 new cases will be diagnosed in the United Stated in 2015.

The safety and immunogenicity of ADXS-HPVaxalimogene filolisbac (ADXS-HPV) is being evaluated in a Phase 1/2 study under an investigator-sponsored IND at Mount Sinai, in patients with HPV-positive head and neck cancer. This clinical trial is the first study to evaluate the effects of ADXS-HPVaxalimogene filolisbac (ADXS-HPV) in patients when they are initially diagnosed with HPV-associated head and neck cancer. As of February 2015, 10 patients have been enrolled into the study.cancer and is currently enrolling patients.

As stated above, we recently entered into a clinical trial collaboration agreement with MedImmune to collaborate on a Phase 1/2, open-label, multicenter, two part study to evaluate safety and immunogenicity of MEDI4736durvalumab (MEDI4736) in combination with ADXS-HPVaxalimogene filolisbac (ADXS-HPV) as a combination treatment for patients with metastatic HPV-associated squamous or non-squamous carcinoma of the cervix and metastatic HPV-associated SCCHN. The FDA has cleared our IND application to commence thisThis Phase 1/2 study in 2015.is currently enrolling patients.

ADXS-HPVAxalimogene filolisbac (ADXS-HPV) has received orphan drug designation for HPV-associated head and neck cancer.

Anal Cancer

According to the American Cancer Society, most squamous cell anal cancers seem to be linked to infection by HPV, the same virus that causes cervical cancer. In fact, women with a history of cervical cancer (or pre-cancer) have an increased risk of anal cancer. While anal cancer is fairly rare and much less common than cancer of the colon or rectum, the incidence of anal cancer is increasing 2.2% a year according to the Surveillance, Epidemiology, and End Results (“SEER”) database mainly attributed to HPV infections. About 7,270 new cases will be diagnosed in the United States in 2015.

The safety and efficacy of ADXS-HPVaxalimogene filolisbac (ADXS-HPV) is being evaluated in a Phase 2 study under an investigator-sponsored IND by Brown University in patients with high risk locally advanced anal cancer. As of FebruaryMarch 2015, preliminary data from this study indicates all 10 patients who have completed the treatment regimen have experienced a six-month complete response, rate, with no disease recurrence. Total planned enrollment forIn consideration of these preliminary data, the investigator at Brown University is evaluating the opportunity to transition this study is 25 patients.into a NCI-funded cooperative group trial to evaluate the safety and efficacy of axalimogene filolisbac (ADXS-HPV) in a pivotal Phase 2/3 anal cancer trial, to be conducted by NRG Oncology. In addition,advance of the foregoing, we have entered into a clinical trial collaboration agreement with the Radiation Therapy Oncology Group (“RTOG”) Foundation for the conduct of such study.

We plan to initiate a Company sponsored single arm Phase 2 monotherapy study in patients with persistent/recurrent, loco-regional or metastatic anal cancersquamous cell carcinoma of the anorectal canal in 2015. This study will consist of two stages and enroll a total of 55 patients.

ADXS-HPVAxalimogene filolisbac (ADXS-HPV) has received orphan drug designation for HPV-associated anal cancer.

Lung Cancer

Lung cancer is the leading cause of cancer death in Taiwan, China, and worldwide. Histologically, Non-Small Cell Lung Cancer (“NSCLC”), including squamous cell carcinoma, adenocarcinoma, and large cell carcinoma, comprises more than 80% of lung cancers. Cigarette smoking is the primary risk factor and accounts for approximately 85% of all lung cancer cases. For those who have never smoked, HPV infection is considered to be an important cause of lung cancer in Asia. The overall HPV prevalence in lung cancer patients varies from 0 to 78.3%, with a higher prevalence in Asia (especially Taiwan and mainland China), compared with the low or no HPV prevalence in Europe and America.

GBP, our development and commercialization partner in Asia, is planning to conduct a randomized Phase 2, open-label, controlled study in HPV-associated NSCLC in patients following first-line induction chemotherapy. Pending Taiwanese FDA approval, the study is planned to initiate and will enroll up 124 patients.

ADXS-PSA Franchise

Prostate Cancer

According to the American Cancer Society, prostate cancer is the most common type of cancer found in American men, other than skin cancer. Prostate cancer is the second leading cause of cancer death in men, behind only lung cancer. One man in seven will get prostate cancer during his lifetime, and one man in 36 will die of this disease. About 220,800 new cases will be diagnosed in the United States in 2015.

ADXS-PSA is aanLm-LLO immunotherapy designed to target the PSA antigen associated with prostate cancer.

We have entered into a clinical trial collaboration and supply agreement with Merck & Co. (“Merck”) to evaluate the safety and efficacy of ADXS-PSA as monotherapy and in combination with KEYTRUDA® (pembrolizumab), Merck’s anti PD-1 antibody, in a Phase 1/2, open-label, multicenter, two part study in patients with previously treated metastatic, castration-resistant prostate cancer. The FDA has cleared our IND application and we plan to initiate this Phase 1/2This study in the first quarter of 2015.is currently enrolling patients.

ADXS-HER2 Franchise

HER2 Expressing Solid Tumors

HER2 is expressed in a percentage of solid tumors such as breast, gastric, bladder, brain, pancreatic, ovarian and osteosarcoma. The American Cancer Society estimates that in 2015 in the United States alone there will be 231,840 new cases of invasive breast cancer; 24,590 new cases of gastric cancer; 74,000 new cases of bladder cancer; 22,850 new cases of brain/spinal cancer; 48,960 new cases of pancreatic cancer; 21,290 new cases of ovarian cancer; and 800 new cases of osteosarcoma.

ADXS-HER2 is aanLm-LLO immunotherapy designed to target the HER2 gene which is expressed in someexpressing solid tumor cancerstumors such as human and canine osteosarcoma, breast, gastric and other cancers. The FDA has cleared our IND application and we plan to initiate a Phase 1b study in patients with metastatic HER2-expressing cancers in 2015. Thereafter, we intend to initiate a clinical development program with ADXS-HER2 for the treatment of pediatric osteosarcoma.

Osteosarcoma

Osteosarcoma affects about 400 children and teens in the U.S. every year, representing a small but significant unmet medical need that has seen little therapeutic improvement in decades. Osteosarcoma is considered a rare disease and may qualify for regulatory incentives including, but not limited to, orphan drug designation, patent term extension, market exclusivity, and development grants. Given the limited availability of new treatment options for osteosarcoma, and that it is an unmet medical need affecting a very small number of patients in the U.S. annually, we believe that, subject to regulatory approval, the potential to be on the market may be accelerated.

Based on encouraging preliminary data discussed below from a veterinarian clinical study in which pet dogs with naturally occurring osteosarcoma were treated with ADXS-HER2, we intend to initiate a clinical development program with ADXS-HER2 for the treatment of human osteosarcoma. In this veterinarian clinical study, pet dogs with naturally occurring osteosarcoma treated with ADXS-HER2 after the standard of care showed a statistically significant prolonged overall survival benefit compared with dogs that received standard of care without ADXS-HER2 (median survival with ADXS-HER2 not reached vs. 316 days in disease-matched control population,p<0.00001). Both veterinary and human osteosarcoma specialists consider canine osteosarcoma to be the best model for human osteosarcoma.

ADXS-HER2 has received orphan drug designation for osteosarcoma.

Canine Osteosarcoma

Under the direction of Dr. Nicola Mason, the University of Pennsylvania School of Veterinary is conducting a Phase 1 study in companion dogs evaluating the safety and efficacy of ADXS-HER2 in the treatment of canine osteosarcoma. The primary endpoint of the study is to determine the maximum tolerated dose of ADXS-HER2. Secondary endpoints for the study are progression-free survival and overall survival. The preliminary findings of the Phase 1 clinical trial in dogs with osteosarcoma suggest that ADXS-HER2 is safe and well tolerated at doses up to 3 x 10⁹ CFU with no evidence of cardiac, hematological, or other systemic toxicities. The study determined that ADXS-HER2 is able to delay or prevent metastatic disease and significantly prolong overall survival in dogs with osteosarcoma that had minimal residual disease following standard of care (amputation and follow-up chemotherapy). Dr. Mason presented data at the 2014 ACVIM Forum which showed that 80% of the dogs treated (n=15) were still alive and median survival had not yet been reached; median survival in control dogs (n=13) was 316 days. Immunological analyses are also being conducted in this study to further evaluate the immune response to ADXS-HER2.

Osteosarcoma is the most common primary bone tumor in dogs, accounting for roughly 85% of tumors on the canine skeleton. Approximately 10,000 dogs a year (predominately middle to older-aged dogs and larger breeds) are diagnosed with osteosarcoma in the United States. This cancer initially presents as lameness and oftentimes visible swelling on the leg. Current standard of care treatment is amputation immediately after diagnosis, followed by chemotherapy. Median survival time with standard of care is ten to twelve months. For dogs that cannot undergo amputation, palliative radiation and analgesics are frequently employed.employed and median survival times range from three to five months.

Under the direction of Dr. Nicola Mason, the University of Pennsylvania School of Veterinary Medicine is conducting studies in companion dogs evaluating the safety and efficacy of ADXS-HER2 in the treatment of naturally occurring canine osteosarcoma. In the initial study, the primary endpoint of the study was to determine the maximum tolerated dose of ADXS-HER2. Secondary endpoints for the study were progression-free survival and overall survival. The findings of the Phase 1 clinical trial in dogs with osteosarcoma suggest that ADXS-HER2 is safe and well tolerated at doses up to 3 x 10⁹ CFU with no evidence of significant cardiac, hematological, or other systemic toxicities. The study determined that ADXS-HER2 is able to delay or prevent metastatic disease and significantly prolong overall survival in dogs with osteosarcoma that had minimal residual disease following standard of care (amputation and follow-up chemotherapy). Dr. Mason presented data at the 2014 American College of Veterinary Internal Medicine (“ACVIM”) Forum which showed that 80% of the dogs treated (n=15) were still alive and median survival had not yet been reached; median survival in disease-matched cohort of control dogs (n=13) was 316 days (p < 0.00001). Immunological analyses are also being conducted in this study to further evaluate the immune response to ADXS-HER2. A second study is currently being conducted by Dr. Mason and data was presented at the 2015 ACVIM Forum obtained from pet dogs (n=12) with primary osteosarcoma unsuitable for amputation. Repeat doses of ADXS-HER2 administered after palliative radiation were well tolerated with no systemic or cardiac toxicity. As of June 2015, of the 12 canine patients recruited to date, seven were alive with current survival times ranging from 66 to 479 days. The median survival time of dogs receiving palliative radiation plus ADXS-HER2 has not been reached. The median time to progression of these 12 canine patients is 238 days. The reported median survival time for historical control dogs with osteosarcoma that do not undergo amputation but instead receive the same palliative radiation protocol without ADXS-HER2 is 136 days.

On March 19, 2014, we entered into a definitive Exclusive License Agreement with Aratana, where we granted Aratana an exclusive, worldwide, royalty-bearing, license, with the right to sublicense, certain of our proprietary technology that enables Aratana to develop and commercialize animal health products that will be targeted for treatment of osteosarcoma and other cancer indications in animals. A product license request has been filed by Aratana for ADXS-HER2 (also known as AT-014 by Aratana) for the treatment of canine osteosarcoma with the USDA. While the USDA has no specific obligation to respond within a prescribed timeframe, the companies expect a responseAratana received communication from the USDA toin March 2015 that the requestefficacy data previously submitted for a product license for AT-014, the cancer immunotherapy for canine osteosarcoma, licensed from us, was accepted to provide a reasonable expectation of efficacy to support conditional licensure. While Aratana needs to complete additional steps, including in 2015.the areas of manufacturing and safety, Aratana anticipates that AT-014 could receive conditional licensure from the USDA in 2016. Aratana has been granted exclusive worldwide rights by us to develop and commercialize ADXS-HER2 in animals. Aratana is further responsible for the conduct of clinical research with ADXS-Survivin in canine/feline lymphoma, as well as pending investigation of two additional Advaxis constructs in animals.

Lm-LLO Combination Franchise

ADXS-HPVAxalimogene filolisbac (ADXS-HPV) and MEDI4736Durvalumab (MEDI4736)

As stated above, we have entered into a clinical trial collaboration agreement with MedImmune, where we plan to collaborate on a Phase 1/2, open-label, multicenter, two part study to evaluate safety and immunogenicity of our investigationalLm-LLO cancer immunotherapy, ADXS-HPV,axalimogene filolisbac (ADXS-HPV), in combination with MedImmune’s investigational anti-PD-L1 immune checkpoint inhibitor, MEDI4736durvalumab (MEDI4736) for the treatment of patients with metastatic HPV-associated squamous or non-squamous carcinoma of the cervix and metastatic HPV-associated SCCHN. The FDA has cleared our IND application and we plan to initiate thisThis Phase 1/2 in 2015.study is currently enrolling patients.

ADXS-HPVAxalimogene filolisbac (ADXS-HPV) and INCB24360Epacadostat (INCB24360)

As stated above, we have entered into a clinical trial collaboration agreement with Incyte where we plan to collaborate on a Phase 2, open-label, multicenter, preoperative window-study to evaluate the safety and immunogenicity of ADXS-HPVaxalimogene filolisbac (ADXS-HPV) as a monotherapy and in combination with Incyte'sIncyte’s investigational oral indoleamine 2,3-dioxygenase 1 (IDO1) inhibitor, epacadostat (INCB24360), in patients with Stage I-IIa HPV-associated cervical cancer. We planThe FDA has cleared the IND application and Incyte plans to initiate this Phase 2 in 2015.

ADXS-PSA and MK-3475KEYTRUDA® (pembrolizumab)

As stated above, we have entered into a clinical trial collaboration agreement with Merck to evaluate the safety and efficacy of ADXS-PSA as monotherapy and in combination with KEYTRUDA® (pembrolizumab), Merck’s anti PD-1 antibody, in a Phase 1/2, open-label, multicenter, two part study in patients with previously treated metastatic, castration-resistant prostate cancer. The FDA has cleared our IND application and we plan to initiate thisThis Phase 1/2 in the first quarter of 2015.study is currently enrolling patients.

Lm-LLO Immunotherapy and GRU

We have a non-clinical research agreement with GRUGeorgia Regents University (“GRU”) for a research collaboration to evaluate thein vitroeffect of ourLm-LLO cancer immunotherapy technology in combination with other immunotherapies, including, but not limited to, anti-PD-1 immune checkpoint inhibitors.

CorporateLm-LLO Immunotherapy and Sorrento

We continue to invest in the development of our platform technology and utilize our capital most efficiently. To ensure we appropriately support our development efforts, wehave entered into a master servicenon-exclusive research and clinical trial collaboration agreement with inVentiv Clinical HealthSorrento Therapeutics, Inc. (“inVentiv”Sorrento”), a to evaluate ourLm -LLO cancer immunotherapy technology in combination with Sorrento’s fully human antibodies targeting immune checkpoints, including GITR, OX40, LAG-3 and/or TIM-3, in two clinical trials.

Corporate

In 2015, we were added to four indexes: MSCI U.S. Small Cap 1750, Russell Global, Russell 2000 and the Russell 3000 Indexes. These indexes are widely used by leading global CRO, for the clinical development of our immunotherapy products. InVentiv is a suitable partner, providing full CRO servicesinvestors to execute our clinical studies while offering competitive ratesbuild and pending regulatory approval, we have the option to leverage inVentiv’s significant commercialization capabilities.manage their portfolios.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARYJULY 31, 2015 AND 2014

Revenue

We did not record any revenue for the three months ended JanuaryJuly 31, 2015 and 2014.2014, respectively.

Research and Development Expenses

We make significant investments in research and development in support of our development programs both clinically and pre-clinically. Research and development costs are expensed as incurred and primarily include salary and benefit costs, third-party grants, fees paid to clinical research organizations, and supply costs. Research and development expense was $3.6approximately $7.3 million for the three months ended JanuaryJuly 31, 2015, compared with $1.6approximately $3.0 million for the three months ended JanuaryJuly 31, 2014, an increase of $2.0approximately $4.3 million. The increase was primarily a result of higher third-party costs, specifically related to axalimogene filolisbac (ADXS-HPV) support in manufacturing and clinical trial expenses, for the ADXS-HPVAnal, Head & Neck, High Dose, Prostate and Cervical Cancer programs, andas well as ADXS-PSA Phase 1/2 trial start-up support. In addition, greater stock based compensation costs of approximately $2.2 million due to a rise in our share price, and an increased headcount, contributed to the increase.

We anticipate a significant increase in research and development expenses as a result of our intended expanded development and commercialization efforts primarily related to clinical trials and product development. In addition, we expect to incur expenses in the development of strategic and other relationships required to license, manufacture and distribute our product candidates when they are approved.

General and Administrative Expenses

General and administrative expenses primarily include salary and benefit costs for employees included in our finance, legal and administrative organizations, outside legal and professional services, and facilities costs. General and administrative expenses were $3.2approximately $6.3 million for the three months ended JanuaryJuly 31, 2015, compared with $4.4approximately $3.0 million for the three months ended JanuaryJuly 31, 2014, a decreasean increase of $1.2approximately $3.3 million. The decreaseincrease was mainlyprimarily due to greater stock based compensation costs of approximately $2.1 million attributable to a rise in the prior period. The Company also incurred expense,our share price, an increase in the prior period, related to the final settlementcash-related public relations costs of an ongoing claim that was not incurredapproximately $0.3 million and greater legal costs of approximately $0.3 million for consultation on a variety of corporate matters.

Changes in the current period.Fair Values

Interest Expense

Interest expense was minimal for bothFor the three months ended JanuaryJuly 31, 2015, as well as the comparableCompany recorded non-cash income from changes in the fair value of the warrant liability of $32,384 due to an decrease in the fair value of liability warrants primarily resulting from a slight decrease in our share price from $16.81 at April 30, 2015 to $16.66 at July 31, 2015 in addition to a smaller range of share prices used in the calculation of the BSM volatility input.

For the three months ended JanuaryJuly 31, 2014. The decrease2014, the Company recorded non-cash income from changes in interest wasthe fair value of the warrant liability of $210,298 due to the paydownexpiration of some liability warrants in addition to a significant amountsmaller range of debtshare prices used in the prior year.calculation of the BSM volatility input.

Other Income / (Expense)

Other income was $6,236$34,869 for the three months ended JanuaryJuly 31, 2015 compared to other expense of $8,572$9,553 for the three months ended JanuaryJuly 31, 2014. Interest income earned for the three months ended JanuaryJuly 31, 2015 and 2014 reflected interest income earned on the Company’s savings account balance.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JULY 31, 2015 AND 2014

Revenue

We did not record any revenue for the nine months ended July 31, 2015.

During the nine months ended July 31, 2014, we transitioned from a development stage company to an operating company. On March 19, 2014, we and Aratana entered into the Agreement pursuant to which we granted Aratana an exclusive, worldwide, royalty-bearing, license, with the right to sublicense, certain Advaxis proprietary technology that enables Aratana to develop and commercialize animal health products that will be targeted for treatment of osteosarcoma and other cancer indications in animals. Under the terms of the agreement. Aratana paid us an upfront payment of $1 million. As this license has stand-alone value to Aratana (who has the ability to sublicense) and was delivered to Aratana upon execution of the Agreement, we properly recorded the $1 million payment as licensing revenue in the nine months ended July 31, 2014.

Research and Development Expenses

We make significant investments in research and development in support of our development programs both clinically and pre-clinically. Research and development costs are expensed as incurred and primarily include salary and benefit costs, third-party grants, fees paid to clinical research organizations, and supply costs. Research and development expense was approximately $17.0 million for the nine months ended July 31, 2015, compared with approximately $6.1 million for the nine months ended July 31, 2014, an increase of approximately $10.9 million. The increase was primarily a result of higher third-party costs, specifically related to axalimogene filolisbac (ADXS-HPV) support in manufacturing and clinical trial expenses, for the Anal, Head & Neck, High Dose, Prostate and Cervical Cancer programs, as well as ADXS-PSA Phase 1/2 trial start-up support. In addition, greater stock based compensation costs of approximately $4.0 million due to a rise in our share price, and an increased headcount, contributed to the increase.

We anticipate a significant increase in research and development expenses as a result of our intended expanded development and commercialization efforts primarily related to clinical trials and product development. In addition, we expect to incur expenses in the development of strategic and other relationships required to license, manufacture and distribute our product candidates when they are approved.

General and Administrative Expenses

General and administrative expenses primarily include salary and benefit costs for employees included in our finance, legal and administrative organizations, outside legal and professional services, and facilities costs. General and administrative expense was $17.2 million for the nine months ended July 31, 2015, compared with approximately $9.4 million for the nine months ended July 31, 2014, an increase of approximately $7.8 million. The increase was due to greater stock based compensation costs of approximately $7.2 million attributable to a rise in our share price and greater legal costs of approximately $0.5 million for consultation on a variety of corporate matters.

Interest Expense

Interest expense was $0 for the nine months ended July 31, 2015, compared with $5,253 for the nine months ended July 31, 2014. The decrease in interest was due to the repayment of debt in the prior year.

Gain on Note Retirement and Accounts Payable

For the threenine months ended JanuaryJuly 31, 2014, we recorded non-cash income of $6,243 primarily resulting from the settlement of an outstanding payable, at a discount,payables with shares of our Common Stock and cash.common stock at a discount.

Debt Conversion Expense

For the nine months ended July 31, 2015, we recorded debt conversion expense of $6,599 as a result of inducing certain noteholders to convert their convertible promissory notes into common shares by offering conversion prices at a discount from the market price of the common stock.

Changes in Fair Values

For the threenine months ended JanuaryJuly 31, 2015, the Company recorded non-cash expense from changes in the fair value of the warrant liability of $264,071$254,923 due to an increase in the fair value of liability warrants primarily resulting from a larger range of share prices used in the calculation of the BSM volatility input, as well as a significant increase in our share price from $3.18 at October 31, 2014 to $9.85$16.66 at JanuaryJuly 31, 2015. This was partially offset by the expiration of some warrants.

For the threenine months ended JanuaryJuly 31, 2014, the Company recorded non-cash income from changes in the fair value of the warrant liability of $131,948$616,095 due to a decrease value of liability warrants due to a decrease in the fair value of liability warrants primarily resultingour share price from $3.74 at October 31, 2013 to $2.84 at July 31, 2014 in addition to a smaller range of share prices used in the calculation of the BSM volatility input.

Other Income

Other income was $55,608 for the nine months ended July 31, 2015 compared with $28,874 for the nine months ended July 31, 2014. Interest income earned for the nine months ended July 31, 2015 and 2014 reflected interest income earned on the Company’s savings account balance.

Income Tax Benefit

The CompanyWe may be eligible, from time to time, to receive cash from the sale of our Net Operating Losses, or NOLs, under the State of New Jersey NOL Transfer Program. In the threenine months ended JanuaryJuly 31, 2014, the Companywe received a net cash amount of $625,563 from the sale of our state NOLs and R&Dresearch and development tax credits for the periods ended October 31, 2010 and 2011.

Liquidity and Capital Resources

Our major sources of cash have been proceeds from various public and private offerings of our common stock, option and warrant exercises, and interest income. From October 2013 through July 2015, we raised approximately $166.5 million in gross proceeds from various public and private offerings of our common stock. We have not yet commercialized any drug, and we may not become profitable. Our ability to achieve profitability depends on a number of factors, including our ability to complete our development efforts, obtain regulatory approvals for our drug, successfully complete any post-approval regulatory obligations, successfully compete with other available treatment options in the marketplace, overcome any clinical holds that the FDA may impose and successfully manufacture and commercialize our drug alone or in partnership. We may continue to incur substantial operating losses even after we begin to generate revenues from our drug candidates. We currently expect thatbelieve our existing capital resources combined with future anticipatedcurrent cash flows will beposition is sufficient to operatefund our business plan.plan approximately through October 2018. The actual amount of cash that we will need to operate is subject to many factors.

Since our inception through JanuaryJuly 31, 2015, the Company has reported accumulated net losses of approximately $94.0$121.4 million and recurring negative cash flows from operations. We anticipate that we will continue to generate significant losses from operations for the foreseeable future.

Cash used in operating activities for the threenine months ended JanuaryJuly 31, 2015 was approximately $2.6$15.1 million (including proceeds from the sale of our state NOLs and R&D tax credits of approximately $1.7 million) primarily from spending associated with our clinical trial programs and general &and administrative spending. Total spending approximated $7.0 million.

Cash used in operating activities for the threenine months ended Januaryending July 31, 2014 was approximately $5.0$12.1 million (including proceeds from the sale of our state NOLs and R&D tax credits of approximately $0.6 million) primarily from spending associated with our clinical trial programs and general & administrative spending. Total spending approximated $5.6 million, includingincluded one-time non-recurring costs associated with our October 2013 financing, March 2014 financing, certain compensation costs and the settlement of a legal claim.claims.

Cash used in investing activities for the threenine months ended JanuaryJuly 31, 2015 was approximately $201,000$842,000 resulting from purchases of property and equipment, legal cost spending in support of our intangible assets (patents) and costs paid to Penn for patents.

Cash used in investing activities, for the threenine months ended JanuaryJuly 31, 2014, was approximately $37,000$313,000 resulting from legal cost spending in support of our intangible assets (patents) and costs paid to Penn for patents.

Cash provided by financing activities for the threenine months ended JanuaryJuly 31, 2015 was approximately $15.8$95.5 million, resulting primarily from net proceeds of a registered direct offeringofferings of 3,940,8017,008,896 shares of our Common Stock atresulting in net proceeds of approximately $38.1 million and a price perpublic offering of 2,800,000 shares of Common Stock resulting in net proceeds of approximately $56.7 million. In addition, the Company received $2.4 million from the proceeds received on option and warrant exercises. This was partially offset by approximately $1.7 million of taxes paid related to the net share settlement of $4.25.equity awards.

Cash provided by financing activities for the threenine months ended JanuaryJuly 31, 2014, was $400,000,approximately $14.0 million, primarily resulting from the public offering of 4,692,000 shares of Common Stock at $3.00 per share, resulting in net proceeds of approximately $12.6 million. In addition, the Company sold 306,122 shares of Advaxis’s Common Stock to Aratana at a price of $4.90 per share, resulting in net proceeds of approximately $1.5 million. The Company also received approximately $0.4 million from the sale of our Common Stock under a stock purchase agreementStock Purchase Agreement with GBP. During February 2014 the CompanyGBP and issued GBP 108,724 shares of our Common Stock underStock. This was partially offset by approximately $0.8 million of taxes paid related to the stock purchase agreement.net share settlement of equity awards.

Our limited capital resources and operations to date have been funded primarily with the proceeds from public, private equity and debt financings, NOL tax sales and income earned on investments and grants. We have sustained losses from operations in each fiscal year since our inception, and we expect losses to continue for the indefinite future, due to the substantial investment in research and development. As of JanuaryJuly 31, 2015 and October 31, 2014, we had an accumulated deficit of $94,025,007$121,442,293 and $86,991,137, respectively and shareholders’ equity of $31,400,317$97,534,684 and $20,629,986, respectively.

The Company believes its current cash position is sufficient to fund its business plan approximately until first calendar quarter 2017.through October 2018. We have based this estimate on assumptions that may prove to be wrong, and we could use available capital resources sooner than currently expected. Because of the numerous risks and uncertainties associated with the development and commercialization of itsour product candidates, we are unable to estimate the amount of increased capital outlays and operating expenses associated with completing the development of our current product candidates.

The Company recognizes it may need to raise additional capital over and above the amount raised during December 2014 and February 2015 in order to continue to execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to scale back its business plan, extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support, or engages in leasing, hedging, or research and development services on our behalf.

Critical Accounting Estimates

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

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

Stock Based Compensation

We account for stock-based compensation using fair value recognition and record stock-based compensation as a charge to earnings net of the estimated impact of forfeited awards. As such, we recognize stock-based compensation cost only for those stock-based awards that are estimated to ultimately vest over their requisite service period, based on the vesting provisions of the individual grants.

The process of estimating the fair value of stock-based compensation awards and recognizing stock-based compensation cost over their requisite service period involves significant assumptions and judgments. We estimate the fair value of stock option awards on the date of grant using the Black-Scholes option-valuation model for the remaining awards, which requires that we make certain assumptions regarding: (i) the expected volatility in the market price of our Common Stock; (ii) dividend yield; (iii) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected holding period). As a result, if we revise our assumptions and estimates, our stock-based compensation expense could change materially for future grants.

Stock-based compensation for employees, executives and directors is measured based on the fair value of the shares issued on the date of grant and is to be recognized over the requisite service period in both research and development expenses and general and administrative expenses on the statement of operations. For non-employees, the fair value of the award is generally measured based on contractual terms.

Fair Value of Financial Instruments

The carrying amounts of financial instruments, including cash, receivables, accounts payable and accrued expenses approximated fair value, as of the balance sheet date presented, because of the relatively short maturity dates on these instruments. The carrying amounts of the financing arrangements issued approximate fair value, as of the balance sheet date presented, because interest rates on these instruments approximate market interest rates after consideration of stated interest rates, anti-dilution protection and associated warrants. The estimate of fair value of such financial instruments involves the exercise of significant judgment and the use of estimates by management.

Derivative Financial instruments

We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The determination of fair value requires the use of judgment and estimates by management. For stock-based derivative financial instruments, we used the Black-Scholes valuation model which approximated the binomial lattice options pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the instrument could be required within 12 months of the balance sheet date. The variables used in the model are projected based on our historical data, experience, and other factors. Changes in any of these variables could result in material adjustments to the expense recognized for changes in the valuation of the warrant derivative liability.

New Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers. Amendments in this ASU create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is the final version of Proposed ASU 2011-230—Revenue Recognition (Topic 605) and Proposed ASU 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. The amendments in this ASU are effective for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01,Income Statement—Extraordinary and Unusual Items. The objective of this Update is to simplify the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-220—Income Statement—Extraordinary Items (Subtopic 225-20), which has been deleted. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. This Update is not expected to have a material impact on the Company’s financial statements.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

During the quarter ended JanuaryJuly 31, 2015, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Limitations on Effectiveness of Controls

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is from time to time involved in legal proceedings in the ordinary course of our business. The Company does not believe that any of these claims or proceedings against us is likely to have, individually or in the aggregate, a material adverse effect on the financial condition or results of operations. Refer to Footnote 10: Commitments and Contingencies for more information on legal proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors disclosed in our Annual Report on Form 10-K for the year ended October 31, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.PROCEEDS

During the period covered by this report, we have issued unregistered securities to the persons as described below. None of these transactions involved any underwriters, underwriting discounts or commissions, except as specified below, or any public offering, and we claim that each transaction was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 3(a)(9) or Section 4(2) thereof and/or Regulation D promulgated thereunder. All recipients had adequate access to information about us. We have not furnished information under this item to the extent that such information previously has been included under Item 3.02 in a Current Report on Form 8-K.

On November 13, 2014,May 8, 2015, the Company issued 40,00058,126 shares of Common Stock to an accredited investor as payment for consulting services rendered.

On November 28, 2014 the Company issued 3,868 shares of Common Stock to its Executives, pursuant to their Employment Agreements.

On December 5, 2014, the Company issued 30,000 shares of Common Stock to an accredited investor as payment for consulting services rendered.

On December 31, 2014, the Company issued 1,504 shares of Common Stock to its Executives, pursuant to their Employment Agreements.

On January 15,May 11, 2015, the Company issued 50,000 shares of Common Stock to an accredited investor as payment for consulting services rendered.

On January 30, 2015, the Company issued 1,681 shares of Common Stock to its Executives, pursuant to their Employment Agreements.

On February 9, 2015, the Company issued 37,916 shares of Common Stock to an accredited investor as payment for consulting services rendered.

On February 13, 2015, the Company issued 13,23321,250 shares of Common Stock to a current Executive which represents the initial vesting period of an inducement grant pursuant to his Employment Agreement.

On February 26,May 21, 2015, the Company issued 4,104689 shares of Common Stock to an accredited investors in considerationinvestor as payment for converting notes payable totaling $33,333.consulting services rendered.

On February 27,May 29, 2015 the Company issued 1,434584 shares of Common Stock to management, pursuant to their Employment Agreements.

On June 3, 2015, the Company issued 10,000 shares of Common Stock to an accredited investor as payment for consulting services rendered.

On June 3, 2015, the Company issued 8,870 shares of Common Stock to a current Executive which represents the initial vesting period of an inducement grant pursuant to his Employment Agreement.

On June 30, 2015, the Company issued 774 shares of Common Stock to management, pursuant to their Employment Agreements.

On March 2,July 23, 2015, the Company issued 23,606265 shares of Common Stock to an accredited investor as payment for consulting services rendered.

On July 29, 2015, the Company issued 570 shares of Common Stock to an accredited investor as payment for consulting services rendered.

On July 31, 2015, the Company issued 988 shares of Common Stock to management, pursuant to their Employment Agreements.

On July 31, 2015, the Company issued 10,136 shares of Common Stock to a current Executive which represents the initial vesting period of an inducement grant pursuant to his Employment Agreement.

On July 31, 2015, the Company issued 5,975 shares of Common Stock to accredited investorsinvestor, as payment for consulting services rendered.

On August 10, 2015, the Company issued 58,126 shares of Common Stock to an accredited investor as payment for consulting services rendered.

On August 13, 2015, the Company issued 636 shares of Common Stock to a Director for services rendered.

On August 31, 2015, the Company issued 1,020 shares of Common Stock to management, pursuant to their Employment Agreements.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS.EXHIBITS

* Filed herewith

** Furnished herewith

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.