1.01. Entry into a Material Definitive Agreement.
July 23, 2019, Advaxis, Inc., a Delaware Corporation (“the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with A.G.P./Alliance Global Partners, as representatives of the underwriters (the “Underwriters”)
in connection with a public offering (the “Offering”) of an aggregate of (i) 10,650,000 shares (the “Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) an aggregate of 13,656,000
pre-funded warrants (the “Pre-Funded Warrants”) exercisable into an aggregate of 13,656,000 shares of Common Stock
(the “Pre-Funded Warrant Shares”), together with Common Stock purchase warrants (the “Common Warrants”,
and together with the “Pre-Funded Warrants,” the “Warrants”) to purchase up to an aggregate of 17,142,000
shares of Common Stock (the “Common Warrant Shares” and together with the Pre-Funded Warrant Shares, the “Warrant
Shares”), which included the exercise in full of the over-allotment option to purchase additional Shares and Warrants.
Share and Pre-Funded Warrant sold in the Offering were sold together with a Common Warrant as a fixed combination, with each Share
and Pre-Funded Warrant sold being accompanied by a Common Warrant to purchase 0.75 shares of Common Stock. The Shares and accompanying
Common Warrants were sold at a price to the public of $0.70, less underwriting discounts and commissions and the Pre-Funded Warrants
and accompanying Common Warrants were sold at a price to the public of $0.699, less underwriting discounts and commissions.
Common Warrants are exercisable immediately, will be issued in book-entry, will expire on July 25, 2024 and have an exercise price
of $2.80 per share, subject to anti-dilution and other adjustments for certain
stock splits, stock dividends, or recapitalizations
Common Warrants also provide that if during the period of time between the date that is the earlier of (i) 30 days after issuance
and (ii) if the Common Stock trades an aggregate of more than 35,000,000 shares after the pricing of the Offering, and ending
15 months after issuance, the weighted-average price of Common Stock immediately prior to the exercise date is lower than the
then-applicable exercise price per share, each Common Warrant may be exercised, at the option of the holder, on a cashless basis
for one share of Common Stock.
Pre-Funded Warrants were sold to purchasers whose purchase of shares of Common Stock in the Offering would otherwise result in
the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s
outstanding Common Stock immediately following the consummation of the Offering, in lieu of shares of Common Stock. Each Pre-Funded
Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.001 per share. The Pre-Funded Warrants
are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The shares of
Common Stock, Pre-Funded Warrants and Common Warrants were issued separately and are immediately separable upon issuance.
Offering was made pursuant to a Registration Statement (No. 333- 232526) on Form S-1, which was filed by the Company with the
Securities and Exchange Commission on July 2, 2019, and declared effective on July 22, 2019
Offering closed on July 25, 2019 and the Company received net proceeds of approximately $15.5 million after deducting underwriting
discounts and commissions and estimated expenses payable by the Company associated with the offering. The Company intends to use
the net proceeds from this offering to fund its continued research and development initiatives in connection with its product
pipeline including, but not limited to (i) investment in its ADXS- HOT program in both monotherapy and combination therapy and
new cancer types, (ii) investment in ongoing clinical research in ADXS-NEO and ADXS-PSA, in combination therapy; and (iii) general
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions.
foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached
hereto as Exhibit 1.1 and is incorporated herein by reference.
July 25, 2019, the Company also entered into a warrant agency agreement (the “Warrant Agency Agreement”) with Continental
Stock Transfer and Trust Company, who will act as warrant agent for the Company in connection with the Warrants issued in the
Offering. A copy of the Warrant Agency Agreement and the forms of Warrants included therein are attached hereto as Exhibits 4.1,
4.2 and 4.3, respectively, and are incorporated herein by reference.