Additional Proxy Soliciting Materials (definitive) (defa14a)
May 19 2021 - 4:30PM
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
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[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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Confidential,
For Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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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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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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Fee
paid previously with preliminary materials:
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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
17, 2021
Dear
Fellow Advaxis Stockholders:
On
May 7, 2021, I wrote a letter to stockholders reiterating the Board of Directors’ recommendation that our stockholders approve
the reverse stock split proposal as outlined in our Definitive Proxy Statement (“Proxy Statement”) on Schedule 14A filed
with the Securities and Exchange Commission on April 21, 2021.
I
am writing again to ask for your help in achieving our common goal of maximizing the market value of Advaxis. We have an important task
ahead of us: approval of a key stockholder proposal outlined in our Proxy Statement dated April 21, 2021 relating to a reverse stock
split. While the Board of Directors unanimously recommends approval of all stockholder proposals, your approval of Proposal 3 will support
Advaxis in maintaining its listing on the Nasdaq Capital Market, enhance the liquidity of your investment and help facilitate the company’s
various business development and other efforts.
If
we do not receive sufficient votes to approve Proposal 3 at our Annual Meeting of Stockholders on June 3, 2021, we will almost certainly
be unable to regain compliance with the Nasdaq $1 minimum bid price per share requirement by June 21, 2021, in which case Nasdaq will
provide written notification to the Company that its common stock will be subject to delisting.
Your
Vote “FOR” Proposal 3 Approving a Potential Reverse Stock Split is Important to Advaxis’s Future.
A
reverse stock split has no inherent effect on the company's total market capitalization or your percentage ownership in the Company.
Board members, management and employees with vested or unvested stock option awards will be impacted in the same way as other stockholders.
Regardless, I want you to know that I, along with the management team, employees and Board of Directors will continue to work hard to
find ways to maximize the value of the Company and your shares. I encourage you to refer to the Proxy Statement for a discussion of the
reverse stock split proposal, but I want to highlight some of the expected benefits of approving Proposal 3:
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Remain
Listed on the Nasdaq Capital Market and Maintain Liquidity: The Nasdaq Capital Market provides a market that attracts a wide
group of investors. If the Company were delisted it could adversely affect the number of potential investors and liquidity of your
shares. Listing on the over-the-counter (OTC) market or a regional stock exchange would likely make it harder to obtain a quote or
sell your shares. Approval of the reverse stock split proposal will support the Company in remaining listed on the Nasdaq by helping
the Company meet the Nasdaq $1 minimum bid price per share requirement by June 21, 2021.
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Facilitate
Business Development Discussions: Listing on Nasdaq enhances our ability to consider and possibly facilitate various business
development opportunities and increases the attractiveness of our Company to certain potential strategic partners. These business
development opportunities are among the opportunities we are exploring to maximize shareholder value.
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A
Reverse Stock Split Maintains Percentage Ownership and Applies Uniformly: A reverse stock split will not affect your percentage
ownership in Advaxis or total value of your shares. Also, a reverse split is applied uniformly to ALL past and present employees
with vested or unvested equity awards.
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The
Board of Directors believes strongly and unanimously that the Company and its stockholders will be served best by voting FOR all proposals,
including FOR Proposal 3.
Your
vote is important regardless of the number of shares you own. If you have already voted no on Proposal 3, I encourage you to reconsider
and change your vote. Approval requires a majority of stockholders to vote in favor of the proposal and not voting is the same as a vote
against the proposal.
The
Company needs your support by voting FOR Proposal 3.
How
to Vote
To
vote, or if you have already voted and would like to change your vote, or if you have any questions or need assistance voting your shares,
please call the firm assisting us with the solicitation of proxies: Morrow Sodali LLC at (203) 561-6945.
Your
investments have allowed us to progress our Lm technology platform to its current and most important juncture—the development
of our first two HOT product candidates for lung and prostate cancer. As previously reported, we have begun to see intriguing clinical
and biomarker data from our ADXS-503 (HOT Lung) Phase 1/2 clinical trial study and are looking forward to our ADXS-504 (HOT Prostate)
drug construct entering into the clinic in the near term at Columbia University Irving Medical Center. I believe our unique approach
with these two drug constructs have arrived at an important inflection point with the possibility of enhancing patient care in two large
cancer indications. Your vote FOR Proposal 3 is important to facilitate our ongoing efforts to maximize value for our stockholders.
Thank
you for your continuing support,
Kenneth
A. Berlin
President
and Chief Executive Officer
and
Interim Chief Financial Officer
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