Current Report Filing (8-k)
28 November 2020 - 8:37AM
Edgar (US Regulatory)
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
Date
of Report (Date of earliest event reported): November 24, 2020
ADVAXIS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36138
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02-0563870
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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305
College Road East
Princeton,
New Jersey
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08540
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (609) 452-9813
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.001 per share
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ADXS
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Nasdaq
Global Select Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01
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Entry
into a Material Definitive Agreement
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On
November 24, 2020, in connection with the previously-announced pricing of an underwritten public offering of 26,666,666 shares
of common stock and common stock warrants to purchase up to 13,333,333 shares of common stock (the “Offering”), Advaxis,
Inc. (the “Company”) entered into an underwriting agreement, dated November 24, 2020 (the “Underwriting Agreement”),
with A.G.P./Alliance Global Partners, acting as the representative of the underwriters named therein (the “Underwriters”).
The shares of common stock and warrants were offered together at a combined public offering price of $0.30 per share. The warrants
will have an exercise price of $0.35 per share, will be immediately exercisable and will expire five years from the date of issuance.
The Company has granted the Underwriters a 30-day option to purchase up to an additional 3,999,999 shares of common stock and/or
1,999,999 warrants to cover over-allotments, if any.
The
Offering was made pursuant to a Registration Statement (No. 333-226988) on Form S-3, which was filed by the Company with the Securities
and Exchange Commission on August 23, 2018, and declared effective on August 30, 2018, as supplemented by a prospectus supplement
dated November 24, 2020.
A
copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 and incorporated herein by reference, and a copy of
the form of warrant is filed as Exhibit 4.1 and incorporated herein by reference. The foregoing description of the Underwriting
Agreement and the terms of the warrants are qualified in their entirety by reference to the Underwriting Agreement and the form
of warrant.
On
November 27, 2020, the Company completed the Offering. On November 24, 2020, the Underwriters notified the Company that they had
exercised their option to purchase an additional 3,999,999 shares of common stock and 1,999,999 warrants in full. After giving
effect to the full exercise of the Underwriters’ option, the Company issued and sold an aggregate 30,666,665 shares of common
stock and warrants to purchase up to 15,333,332 shares of common stock in the Offering, pursuant to the Company’s existing
shelf registration statement on Form S-3 (File No. 333-226988). The Company received gross proceeds of approximately $9.2 million,
before deducting the underwriting discounts and commissions and fees and expenses payable by the Company in connection with the
Offering. A.G.P./Alliance Global Partners acted as sole book-running manager for the Offering.
The Company’s
press release announcing the closing of the Offering is attached as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits
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(d)
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.
November
27, 2020
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ADVAXIS,
INC.
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By:
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/s/
Kenneth A. Berlin
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Name:
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Kenneth
A. Berlin
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Title:
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President
and Chief Executive Officer
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