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¶ – Release Delayed to: 6/22/06 ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/08/05 Advaxis, Inc. SB-2/A¶ 4/07/05 20:7.7M Toppan Vintage/FA |
Document/Exhibit Description Pages Size
1: SB-2/A Pre-Effective Amendment to Registration of HTML 1.15M
Securities of a Small-Business Issuer
20: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 103K
2: EX-5.1 Opinion re: Legality HTML 6K
6: EX-10.10 Material Contract 5 20K
7: EX-10.11 Material Contract 6 26K
8: EX-10.12 Material Contract HTML 8K
9: EX-10.13 Material Contract 9 40K
10: EX-10.14 Material Contract 2 13K
11: EX-10.15 Material Contract 6 26K
12: EX-10.16 Material Contract HTML 88K
13: EX-10.20 Material Contract 8 33K
14: EX-10.21 Material Contract 14 58K
15: EX-10.22 Material Contract HTML 7K
16: EX-10.23 Material Contract HTML 6K
17: EX-10.24 Material Contract HTML 7K
18: EX-10.25 Material Contract HTML 7K
3: EX-10.7 Material Contract HTML 144K
4: EX-10.8 Material Contract HTML 8K
5: EX-10.9 Material Contract 6 29K
19: EX-23.1 Consent of Experts or Counsel HTML 10K
| Unassociated Document |
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Comment
Number
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Page
Number
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Response
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|
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n/a
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The
Company takes notice that the comments of the Commission regarding
specific portions of the filing should also be the basis for appropriate
changes in other portions of the filing.
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n/a
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All
non pricing blank sections have been filled.
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3.
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3-6
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The
Company has revised the summary in response to your
observations.
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4.
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n/a
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The
registration statement has been revised in response to your observations.
Please note that this registration statement is not registering a
transaction but rather is a secondary offering.
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5.
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6
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URL
information has been added to the SB2
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6.
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4
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Risks
of the Company’s strategy have been inserted.
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7.
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6
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Our
auditors, in their report on our financial statements as of December 31,
2002 and 2003, indicated that the Company has incurred losses from
operations, has a working capital deficiency, and a shareholder’s
deficiency, which raise substantial doubt about the Company’s ability to
continue as a going concern. As discussed in the accompanying prospectus,
subsequent to the issuance of those financial statements the Company has
raised additional equity financing and intends to raise additional funds
and the going concern qualification is no longer being made. See further
discussion in "Management's Discussion and Analysis of Financial Condition
and Results of Operations and Plan of Operations - Liquidity and Capital
Resources". |
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8.
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several
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The
Company has revised several risk factors in response to your
observations.
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9.
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21,
80
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We
have adopted a risk factor regarding secondary trading and have expanded
the discussion of such trading;
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10.
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n/a
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See
response No. 7. No additional risk factor is necessary.
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11.
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14
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A
risk factor disclosing the risks presented by the fact that the Company
has no manufacturing, sales or distribution capabilities has been
included.
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12.
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11
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A
risk factor discussing risks associated with clinical trials has been
included.
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13.
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14
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Please
see the risk factor included in response to comment 11.
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14.
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n/a
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A
disclosure regarding the potential impact of continuing losses has been
added in several places.
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15.
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n/a
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See
the disclosure included in response to comment 14.
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16.
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n/a
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The
document has been revised in several places to disclose with specification
the consequences of not raising significant long term
capital.
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17.
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12
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In
response to your observation, the risk factor has been shortened. The
complete description of the complexities remains under “Business
Government Regulations”
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18.
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n/a
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The
risk factor has been removed.
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19.
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17
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The
names of key competitors have been included. Market share information is
not practically available.
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20.
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n/a
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The
Company has not experienced any of these difficulties because its stock is
not trading.
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21.
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n/a
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The
stock has not traded since inception of the Company.
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22.
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21
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The
number of shares issuable on exercise of outstanding warrants and option
has been set forth.
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23.
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22
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The
disclosure has been revised as requested.
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24.
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various
|
The
disclosures in the filing in “Recent Developments” and in “Management's
Discussion and Analysis of Financial Condition and Results of Operations
and Plan of Operations - Overview” and in Note 8 to the financial
statements have been revised to omit references to a reverse merger or an
accounting acquirer.
|
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25.
|
27
et seq.
|
The
Section captioned “Management’s Discussion and analysis of Financial
Condition and Results of Operations and Plan of Operations (“MD&A”)
has been revised in response to your observation.
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26.
|
29
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The
requested information has been provided in the MD&A.
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27.
|
36
|
The
following has been added to the MD&A as critical accounting policies:
“The preparation of financial statements requires the Company to make
estimates and judgments that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, the Company evaluates its
estimates, based on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances. Actual results
may differ from these estimates under different assumptions or
conditions.
“The
Company believes the following critical accounting policy involves
significant estimate and judgment. The
Company amortizes trademark and patent costs over their
estimated
useful lives. The Company may be required to adjust these lives based on
advances in science and competitor actions. The Company reviews the
recorded amounts of trademarks and patents at each period end to determine
if their carrying amount is still recoverable based on expectations
regarding potential licensing of the intangibles or sales of related
products. Such an assessment, in the future, may result in a conclusion
that the assets are impaired, with a corresponding charge against
earnings.
“Due
to the limited nature of the Company’s operations, the Company has not
identified any other accounting policies involving estimates or
assumptions that are material due to the levels of subjectivity and
judgment necessary to account for highly uncertain matters or the
susceptibility of such matters to change, and where the impact of the
estimates and assumptions on financial condition or operating performance
is material.” |
|
Comment
Number
|
Page
Number
|
Response |
|
28.
|
F-10
|
The
following has been added to the disclosures to the financial statements:
“In
accordance with Securities and Exchange Commission (SEC) Staff Accounting
Bulletin (SAB) No. 104, revenue from license fees and grants is recognized
when the following criteria are met; persuasive evidence of an arrangement
exists, services have been rendered, the contract price is fixed or
determinable, and collectibility is reasonably assured. In licensing
arrangements, delivery does not occur for revenue recognition purposes
until the license term begins. Nonrefundable upfront fees received in
exchange for products delivered or services performed that do not
represent the culmination of a separate earnings process will be deferred
and recognized over the term of the agreement.
“For
revenue contracts that contain multiple elements, the Company will
determine whether the contract includes multiple units of accounting in
accordance with EITF No. 00-21, Revenue
Arrangements with Multiple Deliverables.
Under that guidance, revenue arrangements with multiple deliverables are
divided into separate units of accounting if the delivered item has value
to the customer on a standalone basis and there is objective and reliable
evidence of the fair value of the undelivered item.”
|
|
29.
|
27
et seq
|
The
nine month numbers are no longer included. However the principle of your
comment has been observed in preparation of the revised MD&A. Three
month first quarter numbers are now included.
|
|
30.
|
n/a
|
No
IND has yet been filed with respect to any of the product candidates.
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|
Comment
Number
|
Page
Number
|
Response |
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31.
|
40
et seq
|
The
material terms of the described agreements have been added and the
described agreements are being filed as exhibits.
|
|
32.
|
40-47
|
Patent
expiration dates have been added.
|
|
33.
|
60
|
Mr.
Patton’s payment was a fixed consulting fee, not a bonus. A description of
the basis for Mr. Derbin’s bonus has been included.
|
|
34.
|
65-67
|
The
names of the natural persons with voting and dispositive power have been
added by footnote.
|
|
35.
|
68-69
|
The
services provided have been added.
|
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36.
|
n/a
|
All
material agreements have been filed.
|
|
37.
|
71-80
|
The
names of the natural persons with voting or dispositive power have been
added by footnote.
|
|
38.
|
We
believe this information is already set forth in the narrative on page 20,
but have also added it to relevant footnote. Please note that with respect
to such persons, the securities were not purchased in the ordinary course
of business but rather were received as compensation in the ordinary
course with no understanding to distribute the securities
| |
|
39.
|
Sunrise
Securities Corp. acted as a placement agent, not as an underwriter. We
have identified certain selling stockholders as its
affiliate.
| |
|
40.
|
85
|
The
number of shares has been added.
|
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41.
|
n/a
|
We
confirm on behalf of the Company the limitation upon substantiating new
names for the name of the selling stockholder on the terms you specify in
your comment.
|
|
42.
|
n/a |
Your
point is noted.
|
|
43.
|
n/a |
The
financial statements have been updated as of January 31,
2005.
|
|
44.
|
n/a |
The
pro forma balance sheet and the reference to the pro forma balance sheet
in note 8, and the pro forma information included in “Summary of
Consolidated Financial Data of Advaxis” have been deleted.
|
|
45.
|
F-4
|
All
interim periods have been labeled “unaudited”.
|
|
46.
|
F-5
|
The
financial statements have been revised to retroactively record the
equivalent number of shares received by Advaxis in the transaction and to
record the issuance of the shares to financial advisors in the period of
the transaction.
|
|
Comment
Number
|
Page
Number
|
Response |
|
47.
|
F-9
|
The
costs of the intangible assets were substantially incurred at the end of
the year, and accordingly, no amortization expense was recorded for the
year.
|
|
48.
|
F-12
|
During
the periods, the Company issued options with varying exercise prices,
certain of which equaled the fair value of a share of common stock at the
grant date, and certain of which exceeded the fair value of a share of
common stock at the grant date. Accordingly, the average exercise price
has increases although the fair value of the common stock has not
fluctuated.
|
|
49.
|
F-12
|
The
cancellation and replacement of option had no accounting consequence based
on the provisions of paragraphs 53 and 54 of FIN 44. Note 4 has been
modified to disclose the following:
The
cancellation and replacement of option had no accounting consequence since
the aggregate intrinsic value of the options immediately after the
cancellation and replacement was not greater than the aggregate intrinsic
value immediately before the cancellation and replacement, and the ratio
of the exercise price per share to the fair value per share was not
reduced. Additionally, the original options were not modified to
accelerate vesting or extend the life of the new options.
|
|
50.
|
F-13
|
None
of the agreements disclosed in Note 6 are related party transactions. In
that regard, we note that paragraph 2 of SFAS No. 57 states that:
Financial
statements shall include disclosures of material related party
transactions, other
than compensation arrangements,
expense allowances, and other similar items in the ordinary course of
business… (Emphasis Added) |
|
51.
|
n/a
|
Your
statement regarding review of filed exhibits is noted. Additional exhibits
have been filed.
|
|
52.
|
Ex.
5.1
|
Counsel
has agreed to delete the limitations from its opinion and a revised
opinion is being filed (Exhibit 5.1)
|
|
53.
|
n/a
|
Your
comment is noted. The Commission file number will be corrected by
Amendment.
|
|
54.
|
n/a
|
The
Form 8K dated November 12, 2004, as Amended, is being further amended in
response to your comment.
|
|
55.
|
n/a
|
The
Form 8K dated November 12, 2004, as Amended, is being further amended in
response to your comment.
|
|
Comment
Number
|
Page
Number
|
Response |
|
Closing
Comments
|
The
Company takes notice of the Closing Comments.
|
| This ‘SB-2/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 4/8/05 | |||
| Filed on: | 4/7/05 | 8-K/A | ||
| 3/2/05 | UPLOAD | |||
| 1/31/05 | 10QSB, NT 10-Q | |||
| 11/12/04 | 3, 3/A, 8-K, 8-K/A | |||
| 12/31/03 | ||||
| 12/31/02 | ||||
| List all Filings | ||||