UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Advaxis, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
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007624 10 9
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(CUSIP Number)
Charlotte Edelman, Esq.
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Mintz Levin Cohen Ferris Glovsky and Popeo, P.C.
666 Third Avenue, New York 10017
(212) 692-6730
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 4, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.|_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 pages
SCHEDULE 13D
==================================================
13D
CUSIP NO. 007624 10 9
==================================================
================================================================================
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Sunrise Equity Partners, LP / IRS Identification No. 55-0843670
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS (See Instructions)
WC
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBER OF 7
SOLE VOTING POWER
SHARES
1,742,160 (See Item 5)
---------------------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
0
---------------------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
1,742,160 (See Item 5)
---------------------------------------------------------------
PERSON 0
SHARED DISPOSITIVE POWER
WITH
0
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,742,160 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.30%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
================================================================================
Page 2 of 10 pages
==================================================
13D
CUSIP NO. 007624 10 9
==================================================
============== =================================================================
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Level Counter, LLC / IRS Identification No. 55-0843665
-------------- -----------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
-------------- -----------------------------------------------------------------
3
SEC USE ONLY
-------------- -----------------------------------------------------------------
4
SOURCE OF FUNDS (See Instructions)
00
-------------- -----------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
-------------- -----------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBER OF 7
SOLE VOTING POWER
SHARES
1,742,160 (See Item 5)
--------------------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
0
--------------------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
1,742,160 (See Item 5)
--------------------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
0
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,742,160 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.30%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
================================================================================
Page 3 of 10 pages
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13D
CUSIP NO. 007624 10 9
==================================================
============== =================================================================
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Nathan A. Low
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3
SEC USE ONLY
--------------------------------------------------------------------------------
4
SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
================================================================================
NUMBER OF 7
SOLE VOTING POWER
SHARES
1,507,528 (See Item 5)
--------------------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
1,742,160 (See Item 5)
--------------------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
1,507,528 (See Item 5)
--------------------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,742,160 (See Item 5)
========================== ======== ============================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,249,688 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.89%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
================================================================================
Page 4 of 10 pages
==================================================
13D
CUSIP NO. 007624 10 9
==================================================
============== =================================================================
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Amnon Mandelbaum
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3
SEC USE ONLY
--------------------------------------------------------------------------------
4
SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
================================================================================
NUMBER OF 7
SOLE VOTING POWER
SHARES
1,094,020 (See Item 5)
--------------------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
1,742,160 (See Item 5)
--------------------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
1,094,020 (See Item 5)
--------------------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,742,160 (See Item 5)
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,836,180 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.63%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
================================================================================
Page 5 of 10 pages
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13D
CUSIP NO. 007624 10 9
==================================================
============== =================================================================
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Marilyn Adler
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3
SEC USE ONLY
--------------------------------------------------------------------------------
4
SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
================================================================================
NUMBER OF 7
SOLE VOTING POWER
SHARES
0
--------------------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
1,742,160 (See Item 5)
--------------------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
0
--------------------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,742,160 (See Item 5)
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,742,160
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.30%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
================================================================================
Page 6 of 10 pages
SCHEDULE 13D/A
Item 1. Security and Issuer
Sunrise Equity Partners ("SEP"), Level Counter, LLC ("LC"), Nathan A.
Low, Amnon Mandelbaum and Marilyn Adler (collectively, the "Reporting Persons")
hereby amend Items 3 and 5 of their Schedule 13D, dated November 12, 2004, as
previously amended by Amendment No. 1 to such Schedule 13D, dated December 8,
2004 (the "Original 13D"), with respect to the common stock, no par value per
share (the "Common Stock") of Advaxis, Inc., a Colorado corporation formerly
known as Great Expectations and Associates, Inc.(the "Company"), the principal
executive offices of which are located at 212 Carnegie Center, Suite 206,
Princeton, New Jersey 08540. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Original 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as follows:
On November 12, 2004, upon the initial closing (the "Initial Closing")
of a private placement offering to accredited investors by the Company (the
"Private Placement"), SEP purchased 20 Units of the Company's equity securities,
at a price per unit of $25,000, each unit consisting of 87,108 shares of Common
Stock and a 5-year warrant to purchase 87,108 shares of Common Stock at $.40 per
share, subject to certain so-called "blocker" or "conversion cap" limitations on
exercise contained therein. The aggregate purchase price for the 20 units was
$500,000, which amount was paid to the Company in cash from SEP's working
capital. Also on November 12, 2004, the Company issued shares of its Common
Stock and 5-year warrants to purchase shares of Common Stock to Mssers. Low and
Mandelbaum and to Sunrise as consideration for services rendered to the Company
in connection with the Private Placement.
On December 8, 2004, upon the second closing (the "Second Closing") of
the Private Placement and in connection therewith, the Company issued shares of
its Common Stock and 5-year warrants to purchase shares of Common Stock to
Mssers. Low and Mandelbaum as consideration for services rendered to the Company
in connection with the Private Placement.
On January 4, 2005, upon the third closing (the "Third Closing") of the
Private Placement and in connection therewith, the Company issued shares of its
Common Stock and 5-year warrants to purchase shares of Common Stock to Mssers.
Low and Mandelbaum as consideration for services rendered to the Company in
connection with the Private Placement. (See also, Item 5.)
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
As reported in the Company's Current Report on 8-K, filed November 18,
2004, on November 12, 2004, the Company consummated the Initial Closing of the
Private Placement. As reported in the Company's Current Report on 8-K, filed
December 10, 2004, on December 8, 2004, the Company consummated the Second
Closing of the Private Placement. As reported in the Company's Current Report on
8-K, filed January 5, 2005, on January 4, 2005, the Company consummated the
Third Closing of the Private Placement. At the Initial Closing, SEP purchased 20
Page 7 of 10 pages
Units of the Company's equity securities, at a price per unit of $25,000, each
unit consisting of 87,108 shares of Common Stock and a 5-year warrant to
purchase 87,108 shares of Common Stock at $.40 per share, subject to certain
limitations on exercise contained therein. The 20 units are, in the aggregate,
comprised of (a) 1,742,160 shares of Common Stock, and (b) 1,742,160 shares of
Common Stock issuable upon exercise of warrants (none of which are, or will
become, exercisable in the next 60 days). Mssers. Low and Mandelbaum and Ms.
Adler are the managers of LC, which in turn is the general partner of SEP. As
such, Mssers. Low and Mandelbaum and Ms. Adler have voting and dispositive
authority over the Company's securities held by SEP. Further, such authority may
only be exercised by unanimous vote. Accordingly, each of Mssers. Low and
Mandelbaum and Ms. Adler may be deemed to have beneficial ownership of such
securities. Following the issuance of shares of Common Stock at the Second
Closing and at the Third Closing of the Private Placement, as advised by the
Company's counsel, as of January 5, 2005, the Company has 32,857,303 shares of
Common Stock outstanding. According, the 1,742,160 shares of Common Stock
beneficially held by SEP constitute 5.30% of the Company's currently outstanding
Common Stock.
As partial consideration for its services as placement agent for the
Private Placement, Sunrise and its designees who provided services in connection
with the Private Placement, including Mssers. Low and Mandelbaum, received
shares of Common Stock and warrants to purchase additional shares of Common
Stock at $.287 per share, subject to certain so-called "blocker" or "conversion
cap" limitations on exercise contained therein (such shares and warrants, the
"Fee Securities").
Mr. Low's beneficial ownership of 3,249,688 shares of Common Stock,
consists of (a) 1,742,160 shares of Common Stock beneficially held by SEP as
described above, and (b) Fee Securities, consisting of (i) 1,023,793 shares of
Common Stock and warrants to purchase up to an additional 670,731 shares of
Common Stock (none of which are, or will become, exercisable in the next 60
days), issued to Mr. Low at the Initial Closing, (ii) 53,659 shares of Common
Stock and warrants to purchase up to an additional 48,780 shares of Common Stock
(none of which are, or will become, exercisable in the next 60 days), issued to
Mr. Low at the Second Closing, (iii) 46,801 shares of Common Stock and warrants
to purchase an additional 42,460 shares of Common Stock (none of which are, or
will become, exercisable in the next 60 days), issued to Mr. Low at the Third
Closing, and (iv) 383,275 shares of Common Stock and warrants to purchase up to
an additional 348,432 (none of which are, or will become, exercisable in the
next 60 days), issued to Sunrise at the Initial Closing. As described above, Mr.
Low has shared voting and dispositive authority over the shares held by SEP. Mr.
Low has sole voting and dispositive authority over the securities referenced in
(b)(i), (ii), (iii) and (iv) above. Mr. Low's beneficial ownership of 3,249,688
shares of Common Stock does not include shares of Common Stock held by Sunrise
Foundation Trust, a charitable trust, of which Mr. Low is trustee. Mr. Low
disclaims beneficial ownership of the shares of Common Stock held by Sunrise
Foundation Trust. Based on the 32,857,303 shares of Common Stock outstanding,
Mr. Low's 3,249,688 shares constitute 9.89% of the Company's currently
outstanding Common Stock.
Page 8 of 10 pages
Mr. Mandelbaum's beneficial ownership of 2,836,180 shares of Common
Stock, consists of (a) 1,742,160 shares of Common Stock held by SEP as described
above, and (b) Fee Securities, consisting of (i) 1,017,959 shares of Common
Stock and warrants to purchase up to an additional 603,214 shares of Common
Stock (none of which are, or will become, exercisable in the next 60 days),
issued to Mr. Mandelbaum at the Initial Closing, (ii) 39,606 shares of Common
Stock and warrants to purchase up to an additional 36,169 shares of Common Stock
(none of which are, or will become, exercisable in the next 60 days), issued to
Mr. Mandelbaum at the Second Closing, and (iii) 36,455 shares of Common Stock
and warrants to purchase an additional 33,156 shares of Common Stock (none of
which are, or will become, exercisable in the next 60 days), issued to Mr.
Mandelbaum at the Third Closing. As described above, Mr. Mandelbaum has shared
voting and dispositive authority over the shares held by SEP. Mr. Mandelbaum has
sole voting and dispositive authority over the securities referenced in (b)(i)
and (ii) above. Based on the 32,857,303 shares of Common Stock outstanding, Mr.
Mandelbaum's 2,836,180 shares constitute 8.63% of the Company's currently
outstanding Common Stock.
Ms. Adler's beneficial ownership of 1,742,160 shares of Common Stock,
consists solely of the 1,742,160 shares of Common Stock held by SEP as described
above. As described above, Ms. Adler has shared voting and dispositive authority
over the shares held by SEP. Based on the 32,857,303 shares of Common Stock
outstanding, Ms. Adler's 1,742,160 shares constitute 5.30% of the Company's
currently outstanding Common Stock.
Except as described above, during the past sixty days, none of the
Reporting Persons has not effected any transactions in shares of Common Stock.
Page 9 of 10 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 6, 2005
/s/ Nathan A. Low , individually and in his
------------------
capacity as a manager of Level Counter LLC, the general
partner of Sunrise Equity Partners, LP.
/s/ Amnon Mandelbaum, individually and in
--------------------
his capacity as a manager of Level Counter,
LLC, the general partner of Sunrise Equity Partners, LP
/s/ Marilyn Adler, individually and in her
-----------------
capacity as a manager of Level Counter, LLC, the general
partner of Sunrise Equity Partners, LP
Page 10 of 10 pages