Current Report Filing (8-k)
July 07 2017 - 6:04AM
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):
July 6, 2017
ADVAXIS, INC.
(Exact name of Registrant as Specified in its
Charter)
Delaware
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000-28489
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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, 08540
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(Address of Principal Executive Offices)
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(609) 452-9813
(Registrant’s telephone number, including
area code)
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:
[ ]
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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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Indicate by check mark whether the registrant
is an emerging growth company 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 6, 2017, Advaxis,
Inc. (the “Company”) announced that Daniel J. O’Connor has resigned as President and Chief Executive Officer
and as a member of the Board of Directors of the Company, effective today. Anthony Lombardo has assumed the role of interim Chief
Executive Officer to continue driving the Company’s development and commercialization plans forward during this transition.
In connection with Mr.
O’Connor’s departure, the Company and Mr. O’Connor have entered into a separation agreement (“Separation
Agreement”), pursuant to which Mr. O’Connor will receive: (i) cash payments in a total gross amount of $560,000,
payable over a 12 month period, (ii) a one-time gross cash payment of $280,000, payable on or about July 13, 2017, and (iii) continued
vesting on his equity in the Company. The Separation Agreement also contains a continuation of certain medical insurance benefits
and other customary provisions. The foregoing description of the Separation Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of this document, which is filed hereto as Exhibit 10.1, and is incorporated herein
by reference.
Mr. Lombardo, 70, currently
serves as the Chief Business Officer and Senior Vice President of the Company. He is an accomplished industry veteran with nearly
30 years of leadership experience in the life sciences industry. Prior to joining Advaxis in April 2017, Mr. Lombardo was a Partner
at The Channel Group, where, from 2014 to 2017 he provided strategic advisory services to biotechnology, pharma and med-tech companies.
Previously, beginning in 2000, he was President and CEO of E-Z-EM Inc., which was sold to Bracco Diagnostics in 2008, where Mr.
Lombardo remained and oversaw business operations for six years as the Chief Operating Officer. Prior to joining E-Z-EM, Lombardo
served as the President of ALI Imaging Systems, Inc., which was sold to McKesson in 2002. He has also held leadership roles at
General Electric Medical Systems, Philips Medical Systems, Loral/Lockheed Martin Corp. and Sony Corporation.
No
family relationships exist between Mr. Lombardo and any of the Company’s directors or other executive officers. There are
no arrangements between Mr. Lombardo and any other person pursuant to which Mr. Lombardo was selected as an officer, nor are there
any transactions to which the Company is or was a participant and in which Mr. Lombardo has a material interest subject to disclosure
under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed as part of this
report:
Exhibit Number
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Description
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10.1
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Separation Agreement by and between Advaxis, Inc. and Daniel J. O’Connor, dated July 6, 2017.
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SIGNATURES
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.
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ADVAXIS, INC.
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Date: July 6, 2017
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By:
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/s/ Sara Bonstein
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Sara Bonstein
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Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number
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Description
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10.1
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Confidential Separation Agreement by and between Advaxis, Inc. and Daniel J. O’Connor, dated July 6, 2017.
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