UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
August 25, 2004
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(Date of Report)
Great Expectations and Associates, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 333-44882 84-1521955
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4105 E. Florida Avenue, Suite 100, Denver, Co. 80222
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(Address of principal executive offices)
(303) 756-5703
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(Registrant's telephone number, including area code)
ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT
The Registrant entered into a Share Exchange and Reorganization
Agreement on August 25, 2004 (the "Share Exchange"), with Advaxis, Inc., a
Delaware corporation ("Advaxis"), and the shareholders of Advaxis, pursuant to
which the Registrant will acquire Advaxis as a wholly owned subsidiary. The
Share Exchange provides for (i) a one for two hundred (1-200) reverse stock
split leaving existing shareholders of the Registrant with 752,600 shares of
common stock of the Registrant (the "GXPT Common Stock") representing 3.75% of
the fully diluted outstanding GXPT Common Stock and (ii) the issuance to the
existing shareholders of Advaxis and others of 16,350,323 shares of GXPT Common
Stock, warrants to purchase 584,885 shares of GXPT Common Stock and options to
purchase 2,381,525 shares of GXPT Common Stock representing in aggregate 96.25%
of the fully diluted outstanding GXPT Common Stock and bringing the total number
of shares of the Registrant to 20,069,333 on a fully diluted basis. The Share
Exchange is subject to the satisfaction of various closing conditions. No
representation can be made that all of such conditions will be met or that the
proposed transaction will be completed.
A copy of the Registrant's press release is attached as Exhibit 99.1.
SECTION 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 99.1 - Press Release dated August 25, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 25, 2004
Great Expectations and Associates, Inc.
By: /s/ Fred Mahlke
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Name: Fred Mahlke
Title: President
EXHIBIT 99.1
PRESS RELEASE DATED AUGUST 25, 2004
GREAT EXPECTATIONS AND ASSOCIATES, INC., signs SHARE EXCHANGE AND REORGANIZATION
AGREEMENT With ADVAXIS, INC., a Delaware corporation
Denver, Colorado, August 25, 2004. GREAT EXPECTATIONS AND ASSOCIATES, INC (Pink
Sheets symbol GXPT.PK) is pleased to announce that it has signed a Share
Exchange and Reorganization Agreement ("Agreement") with ADVAXIS, INC., a
Delaware biotechnology company ("Advaxis"). Under the agreement Great
Expectations and Associates, Inc will acquire Advaxis as a wholly owned
subsidiary.
The agreement calls for a one for two hundred (1-200) reverse stock split
leaving existing GXPT shareholders with 752,600 shares representing 3.75% of the
fully diluted outstanding GXPT Common Stock and the issuance of 16,350,323
shares, 584,885 warrants to purchase GXPT Common Stock and 2,381,525 options to
purchase GXPT Common Stock representing in aggregate 96.25% of the fully diluted
outstanding GXPT Common Stock and bringing the total number of shares of GXPT to
20,069,333 on a fully diluted basis. The agreement is subject to the
satisfaction of various closing conditions.
Advaxis, Inc., based in Princeton, New Jersey is a biotechnology company focused
on commercializing the innovative vaccine technology developed by Dr Yvonne
Paterson in the Department of Microbiology at the University of Pennsylvania.
Advaxis is developing products that enhance the immune system's cancer-fighting
abilities. Advaxis is utilizing two immunological mechanisms (Innate and
Classical Immunity) to develop safer and more effective cancer vaccines. Advaxis
is the exclusive licensee of a broadly enabling innate immunity platform
technology that, when combined with classical antibody and cellular immune
mechanisms, can elicit more effective anti-tumour responses. The innate immunity
platform will also have applications in the fields of infectious disease and
autoimmune disorders. Advaxis' initial disease focus is in cervical, head and
neck, breast, ovarian and lung cancers. Advaxis, Inc. is presently in the
pre-clinical stage of development with its cervical cancer vaccine and
anticipates such vaccine will enter Phase I clinical trials in late 2004 or
early 2005.
As part of the Agreement, prior to or at the closing, the current officers and
directors will be replaced with a new board of directors which shall consist of
Mr. Roni Appel, Mr. J. Todd Derbin, Mr. Scott Flamm, Dr. Thomas McKearn (former
chairman and founder of Cytogen Corporation, NASDAQ: CYTO), Dr. James Patton and
Dr. Steve Roth (former chairman and co-founder of Neose Technologies, NASDAQ:
NTEC).
Forward-Looking Statements
Certain statements contained in this press release are forward-looking
statements that involve risks and uncertainties. The statements contained herein
that are not purely historical are forward looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements deal
with the Company's current plans, intentions, beliefs and expectations and
statements of future economic performance. Forward-looking statements involve
known and unknown risks and uncertainties that may cause the Company's actual
results in future periods to differ materially from what is currently
anticipated. Factors that could cause or contribute to such
differences include those discussed from time to time in reports filed by the
Company with the Securities and Exchange Commission. The Company cannot
guarantee its future results, levels of activity, performance or achievements.
CONTACT:
Todd Derbin, CEO
Advaxis, Inc
Phone : 609 497 7555