SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ADVAXIS,
INC.
(Name of
Issuer)
Common
Stock, $0.001 par value
(Title of
Class of Securities)
007624109
(CUSIP
Number)
January 6,
2010
(Date of
Event which requires filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
q
|
Rule
13d-1(b)
|
|
x
|
Rule
13d-1(c)
|
|
q
|
Rule
13d-1(d)
|
|
*
|
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 the disclosures provided in a prior cover
page.
|
|
|
The
information required in the remainder of this cover page shall not be
deemed to be “filed” for 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).
|
|
1.
|
NAME
OF REPORTING PERSON
|
Optimus
CG II, Ltd.
IRS
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
|
|
|
(a)
|
q
|
|
|
(b)
|
q
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Cayman
Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
11,563,000
(See Item 4)
|
6.
|
SHARED
VOTING POWER
|
|
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
11,563,000
(See Item 4)
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
11,563,000
(See Item 4)
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
|
x
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
9:
|
|
|
9.99%
|
|
12.
|
TYPE
OF REPORTING PERSON
|
|
|
FI
|
|
1.
|
NAME
OF REPORTING PERSON
|
Optimus
Capital Partners, dba Optimus Life Sciences Capital Partners, LLC
IRS
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
27-0492860
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
|
|
|
(a)
|
q
|
|
|
(b)
|
q
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
11,563,000
(See Item 4)
|
6.
|
SHARED
VOTING POWER
|
|
|
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
11,563,000
(See Item 4)
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
11,563,000
(See Item 4)
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
|
x
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
9:
|
|
|
9.99%
|
|
12.
|
TYPE
OF REPORTING PERSON
|
OO
|
ITEM
1
|
(a)
|
Name
of Issuer:
|
|
|
Advaxis,
Inc.
|
|
|
(b)
|
Address
of Issuer’s Principal Business
Office:
|
Technology
Centre of New Jersey
675 US
Highway One
North
Brunswick, NJ 08902
|
ITEM
2
|
(a)
|
Name
of Person Filing:
|
Optimus
CG II, Ld. (“Optimus CG”)
Optimus
Capital Partners, LLC, dba Optimus Life Sciences Capital Partners, LLC (“Optimus
CP”)
|
|
(b)
|
Address
of Principal Business Office, or if None,
Residence:
|
The
address of the principal business office of Optimus CG is:
Cricket
Square, Hutchins Drive, Grand Cayman, KY1-1111 Cayman Islands
The
address of the principal business office of Optimus CP is:
11150
Santa Monica Boulevard, Suite 1500, Los Angeles, CA 90025
|
|
(c)
|
Citizenship:
|
Optimus
CG is a Cayman Islands exempted company.
Optimus
CP is a Delaware limited liability company.
|
|
(d)
|
Title
of Class of Securities:
|
Common
Stock
|
|
(e)
|
CUSIP
NUMBER:
|
007624109
|
ITEM
3:
|
If
this Statement if Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is
a:
|
|
q
|
a.
|
Broker
or dealer registered under Section 15 of the Exchange
Act.
|
|
q
|
b.
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act.
|
|
q
|
c.
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
|
|
q
|
d.
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
|
q
|
e.
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
|
|
q
|
f.
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
|
|
x
|
g.
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G)
|
|
q
|
h.
|
A
savings association as defined I Section 3(b) of the Federal Deposit
Insurance
Act
|
|
q
|
i.
|
A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company
Act
|
|
q
|
j.
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
ITEM
4:
|
Ownership
|
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned: See item 9 of cover pages.
(b) Percent
of class: See item 11 of cover pages.
(c) Number
of shares as to which such person has:
(i) sole
power to vote or to direct the vote:
(ii) Shared
power to vote or to direct the vote:
(iii) Sole
power to dispose or to direct the disposition of:
(iv) Shared
power to dispose or to direct the disposition of:
See items
5-8 of cover pages.
Optimus
CG also owns warrants exercisable for up to 22,187,000 shares of common
stock. However, the warrants are not exercisable within 60 days due
to a 9.99% ownership limitation contained in the warrants for Optimus CG and its
affiliates.
For
purposes of calculating the percent of class, the reporting persons have assumed
that there are a total of 115,638,243 shares of common stock outstanding, such
that 11,563,000 shares of common stock represents 9.99% of the
class.
|
ITEM
5:
|
Ownership
of Five Percent or Less of a Class.
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities check the following box:q
|
ITEM
6:
|
Ownership
of more than Five Percent on Behalf of Another
Person.
|
Not
Applicable.
|
ITEM
7:
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Optimus
CP is the sole stockholder of Optimus CG.
|
ITEM
8:
|
Identification
and Classification of Members of the
Group.
|
Not
Applicable.
|
ITEM
9:
|
Notice
of Dissolution of Group.
|
Not
Applicable.
|
ITEM
10:
|
Certifications.
|
By
signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in
any transaction having such purpose or effect.
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.
| Dated: January 6, 2010 | OPTIMUS CG II, LTD | ||
|
|
By:
|
/s/ Terry Peizer | |
| Name: | Terry Peizer | ||
| Its: | Managing Director | ||
| Dated: January 6, 2010 | OPTIMUS CAPITAL PARTNERS, LLC | ||
|
|
By:
|
/s/ Terry Peizer | |
| Name: | Terry Peizer | ||
| Its: | Managing Director | ||
\