Progressive Stocks

[Harleyman]

ADXS

The reason for the stock decline, 12 million shares being sold. This is just another aspect of owning a bio tech stock, and has no bearing, IMO on the value of the underlying shares, fwiw!



PROSPECTUS, SUBJECT TO COMPLETION, DATED JANUARY 27, 2012


ADVAXIS, INC.


12,898,630 Shares


Common Stock


This prospectus relates to the resale by the selling stockholders of up to 12,898,630 shares of our common stock, including (i) 8,215,690 shares of common stock issuable upon conversion of the principal amount of Notes and (ii) 4,682,940 shares of common stock underlying the Warrants, which were issued in connection with our Series C convertible notes financing. The shares covered by this prospectus may be sold by the selling stockholders from time to time in the over-the-counter market or other national securities exchange or automated interdealer quotation system on which our common stock is then listed or quoted, through negotiated transactions at negotiated prices or otherwise at market prices prevailing at the time of sale.

The distribution of the shares by the selling stockholders is not subject to any underwriting agreement. We will receive none of the proceeds from the sale of shares by the selling stockholders. The selling stockholders identified in this prospectus will receive the proceeds from the sale of the shares. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the selling stockholders will be borne by them.

Our common stock is quoted on the Over-The-Counter Bulletin Board, or OTC Bulletin Board, under the symbol ADXS.OB. On January 26, 2012, the last reported sale price per share for our common stock as reported by the OTC Bulletin Board was $ 0.169 .

Investing in our common stock involves a high degree of risk. We urge you to carefully consider the ‘‘Risk Factors’’ beginning on page 2.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.


THE OFFERING

Shares of common stock offered by us None

Shares of common stock which may be sold by the selling stockholders A total of 12,898,630 shares of our common stock (1) , including (i) 8,215,690 shares of common stock issuable upon conversion of the principal amount of the Notes and (ii) 4,682,940 shares of common stock underlying the Warrants, issued in connection with our December 2011 offering.

Use of proceeds We will not receive any proceeds from the resale of the shares of common stock offered by the selling stockholders as all of such proceeds will be paid to the selling stockholders. Furthermore, we will not receive cash proceeds from the exercise of the Warrants by the selling stockholders to the extent such warrants are exercised pursuant to cashless exercise provisions contained therein, if then-permitted by the terms of the warrants.

Risk factors The purchase of our common stock involves a high degree of risk. You should carefully review and consider the “Risk Factors” section of this prospectus for a discussion of factors to consider before deciding to invest in shares of our common stock.

OTC Bulletin Board market symbol ADXS.OB




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(1) These shares represent approximately 4.8% of our currently outstanding shares of common stock (based on 269,425,632 shares of common stock outstanding as of January 9, 2012). These shares also represent approximately 2.7% of our currently outstanding shares of common stock (based on 486,728,991 shares of common stock outstanding as of January 9, 2012) on a fully diluted basis.