Additional Proxy Soliciting Materials (definitive) (defa14a)
08 May 2021 - 6:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 90549
SCHEDULE
14A
(RULE
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant
|
[X]
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Filed
by a Party other than the Registrant
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[ ]
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Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
For Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material under Rule 14a-12
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ADVAXIS,
INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transactions applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction.
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials:
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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May
7, 2021
Dear
Stockholders:
I
write to reiterate the recommendation of our Board of Directors that our stockholders approve the proposed reverse stock split
as outlined in our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2021
(the “Stock Split Proposal”). We believe the Stock Split Proposal is a critically important item to Advaxis, Inc.
(the “Company”), and we encourage all stockholders to read the proposal in its entirety. It is the unanimous recommendation
of the Board of Directors that stockholders vote FOR the Stock Split Proposal.
We
believe that a vote FOR the Stock Split Proposal will enhance the Company’s ability to regain compliance with the
Nasdaq listing standards by enabling the Company to meet the Nasdaq minimum bid price requirement for continued listing in the
near term. The Company expects that retaining our Nasdaq listing and increasing the market price per share of our common stock
by effecting a reverse stock split would increase the attractiveness of the Company’s shares to a broader set of institutional
investors, while protecting the liquidity for all stockholders. Further, we believe that maintaining the listing of our common
stock on the Nasdaq Capital Market will further attract investor support, which is of utmost importance in order to continue our
work to advance cancer care through the continued development of our HOT program.
Conversely,
the delisting of our common stock from the Nasdaq Capital Market may result in decreased liquidity and increased volatility of
our common stock, a loss of current or future coverage by certain sell-side analysts and/or a diminution of institutional investor
interest. Delisting could also cause our collaborators, vendors, and employees to lose confidence in the Company, which could
harm our business and future prospects. We also believe that the current low market price of our common stock impairs its acceptability
to important segments of the institutional investor community and the investing public.
As
stated in our Definitive Proxy Statement on Schedule 14A, the proposed reverse stock split is for a ratio range between 1 for
5 and 1 for 15, to be determined at the discretion of the Board of Directors. This range has been carefully selected and is designed
to provide our Board of Directors with the necessary flexibility to effect the reverse stock split in a manner that would best
enable the Company to regain compliance with the Nasdaq minimum bid price requirements. As the Company has previously disclosed,
the Company must regain compliance with the $1 minimum bid price per share requirement by June 21, 2021 or Nasdaq will provide
written notification to the Company that its common stock will be subject to delisting.
For
these reasons, we believe the proposed reverse stock split is in the best, long-term interest of the Company’s stockholders,
and on behalf of Advaxis’ management team and Board of Directors, I am seeking your support by voting FOR the Stock
Split Proposal so we can continue to build Advaxis into a leading biotechnology company.
Sincerely,
Kenneth
A. Berlin
President
and Chief Executive Officer
and
Interim Chief Financial Officer
Advaxis,
Inc. / 9 Deer Park Drive, Suite K-1 / Monmouth Junction, NJ 08852
T:
609-452-9813 / F: 609-452-9818
www.advaxis.com
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