ADXS Ayala Pharmaceuticals Inc (QX)

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 6,062,257 shares of common stock, $0.001 par value per share (the “Common Stock”), of Advaxis, Inc. (the “Registrant”) authorized for issuance under the Advaxis, Inc. 2015 Incentive Plan (the “2015 Plan”), for which Registration Statements on Form S-8 relating to the same employee benefit plan are effective. Of these 6,062,257 shares, 166,667 and 166,667 shares of Common Stock were automatically added to the shares authorized for issuance under the 2015 Plan on January 1, 2019 and January 1, 2020, respectively, pursuant to an “evergreen” provision contained in the 2015 Plan. Pursuant to such provision, on January 1, 2018 and on every January 1 thereafter for 10 years, the aggregate number of shares of Common Stock reserved and available for issuance pursuant to awards granted under the 2015 Plan is increased by the lesser of: (i) 5% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, (ii) 2,500,000 shares, or (iii) a lesser number determined by the Registrant’s Board of Directors (the “Board”) on January 1 of each calendar year. 5,133,256 shares of Common Stock covered by this Registration Statement were added to the shares authorized for issuance under the 2015 Plan pursuant to an amendment to the 2015 Plan, a copy of which is filed herewith as Exhibit 10.4, which was approved by the Registrant’s stockholders at the Registrant’s 2020 Annual Meeting of Stockholders. The remaining 606,667 shares of Common Stock covered by this Registration Statement are available for grant and relate to underlying awards outstanding under the Registrant’s Amended and Restated 2011 Omnibus Incentive Plan as of the effective date of the 2015 Plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason.

The Registrant previously filed the Registration Statements on Form S-8 (File Nos. 333-204939, 333-210285, 333-217218 and 333-222483) on June 15, 2015, March 18, 2016, April 7, 2017, and January 9, 2018, respectively, with the Commission to register an aggregate of 587,743 shares of Common Stock (as adjusted for the Registrant’s 15-for-1 reverse stock split, effective March 29, 2019) that were authorized for issuance under the 2015 Plan (collectively, the “Prior Registration Statements”). Upon the effectiveness of this Registration Statement, an aggregate of 6,650,000 shares of Common Stock will be registered for issuance from time to time under the 2015 Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Prior Registration Statements are presented herein.

INCORPORATION BY REFERENCE

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements, with respect to securities offered pursuant to the 2015 Plan, are hereby incorporated by reference.

The following documents previously filed by the Registrant with the Commission are incorporated herein by reference and shall be deemed to be a part hereof:

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, filed with the Commission on December 20, 2019, and amended by Amendment No. 1 thereto on Form 10-K/A, filed on January 21, 2020, and Amendment No. 2 thereto on Form 10-K/A, filed on February 28, 2020;

(2) The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended January 31, 2020 and April 30, 2020, filed with the Commission on March 13, 2020 and June 11, 2020, respectively;

(3) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 7, 2020, January 16, 2020, January 23, 2020, February 13, 2020, February 14, 2020, February 20, 2020, February 27, 2020, April 10, 2020, April 20, 2020, May 5, 2020 and May 8, 2020; and

(4) The description of the Registrant’s Common Stock, contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on October 15, 2013, and all amendments and reports updating such description.

In addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission), but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

For purposes of this Registration Statement, any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document or statement in such document. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.