The
information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to
these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement
and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities
in any state or other jurisdiction where the offer or sale is not permitted.
Filed
Pursuant Rule 424(b)(5)
Registration
No. 333-216008
SUBJECT
TO COMPLETION, DATED FEBRUARY
21
,
2018
PRELIMINARY
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 20, 2017)
Shares
Common
Stock
We
are offering shares of our common stock, $0.001 par value per share, in this
offering.
Our
common stock is traded on the Nasdaq Global Select Market under the symbol “ADXS.” On February 20,
2018, the last reported sale price of our common stock on the Nasdaq Global Select Market was $2.59 per share.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-4 of this prospectus
supplement and the documents incorporated by reference into this prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
|
|
|
|
Per
share
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Public
offering price
|
|
$
|
|
|
|
$
|
|
|
|
Underwriting
discounts and commissions
|
|
$
|
|
|
|
$
|
|
|
|
Proceeds
to Advaxis (before expenses)
|
|
$
|
|
|
|
$
|
|
|
Delivery
of the shares of common stock is expected to be made on or about February , 2018. We have granted the underwriters
an option for a period of 30 days to purchase up to additional
shares of our common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions
payable by us will be $ and the total proceeds to us, before expenses, will be $ .
Joint
Book-Running Managers
|
Jefferies
|
Guggenheim
Securities
|
Prospectus
Supplement dated
, 2018
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this common stock
offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference
herein or therein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to
this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information
contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated
by reference herein or therein filed prior to the date of this prospectus supplement, you should rely on the information in this
prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document
having a later date — for example, a document incorporated by reference in the accompanying prospectus — the statement
in the document having the later date modifies or supersedes the earlier statement.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference herein or therein were made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to
be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as
of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing
the current state of our affairs.
Neither
we nor the underwriters have authorized anyone to provide information different from that contained in this prospectus supplement
and the accompanying prospectus, including any free writing prospectus that we have authorized for use in this offering. When
you make a decision about whether to invest in our common stock, you should not rely upon any information other than the information
in this prospectus supplement or the accompanying prospectus, including any free writing prospectus that we have authorized for
use in this offering. Neither the delivery of this prospectus supplement or the accompanying prospectus, including any free writing
prospectus that we have authorized for use in this offering, nor the sale of our common stock means that information contained
in this prospectus supplement and the accompanying prospectus, including any free writing prospectus that we have authorized for
use in this offering, is correct after their respective dates. It is important for you to read and consider all information contained
in this prospectus supplement and the accompanying prospectus, including the information incorporated by reference into this prospectus
supplement and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with
this offering in making your investment decision. You should also read and consider the information in the documents to which
we have referred you in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain
Information by Reference” in this prospectus supplement.
We
are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the common stock in certain
jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement
and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common
stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus
supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation
of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
Unless
otherwise stated, all references in this prospectus to “we,” “us,” “our,” “Advaxis,”
the “Company” and similar designations refer to Advaxis, Inc. This prospectus supplement, the accompanying prospectus
and the information incorporated by reference herein and therein contain trademarks, service marks and trade names of Advaxis,
Inc., including our name and logo. Other trademarks, service marks and trade names referred to in this prospectus supplement or
the accompanying prospectus or the information incorporated by reference herein and therein are the property of their respective
owners.
SPECIAL
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus supplement includes statements that are, or may be deemed, “forward-looking statements.” In some cases,
these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,”
“estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,”
“could,” “might,” “will,” “should,” “approximately” or, in each case,
their negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these
words. They appear in a number of places throughout this prospectus supplement and include statements regarding our intentions,
beliefs, projections, outlook, analyses or current expectations concerning, among other things, our ongoing and planned discovery
and development of drug candidates, the strength and breadth of our intellectual property, our ongoing and planned preclinical
studies and clinical trials, the timing of and our ability to make regulatory filings and obtain and maintain regulatory approvals
for our product candidates, the degree of clinical utility of our product candidates, particularly in specific patient populations,
expectations regarding clinical trial data, our results of operations, financial condition, liquidity, prospects, growth and strategies,
the length of time that we will be able to continue to fund our operating expenses and capital expenditures, our expected financing
needs and sources of financing, the industry in which we operate and the trends that may affect the industry or us.
By
their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics,
and healthcare, regulatory and scientific developments and depend on the economic circumstances that may or may not occur in the
future or may occur on longer or shorter timelines than anticipated. Although we believe that we have a reasonable basis for each
forward-looking statement contained in this prospectus supplement, we caution you that forward-looking statements are not guarantees
of future performance and that our actual results of operations, financial condition and liquidity, and the development of the
industry in which we operate may differ materially from the forward-looking statements contained in this prospectus supplement.
In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which
we operate are consistent with the forward-looking statements contained in this prospectus supplement, they may not be predictive
of results or developments in future periods.
Some
of the factors that we believe could cause actual results to differ from those anticipated or predicted include:
|
|
●
|
the
success and timing of our clinical trials, including patient accrual;
|
|
|
|
|
|
|
●
|
our
ability to obtain and maintain regulatory approval and/or reimbursement of our product candidates for marketing;
|
|
|
|
|
|
|
●
|
our
ability to obtain the appropriate labeling of our products under any regulatory approval;
|
|
|
|
|
|
|
●
|
our
plans to develop and commercialize our products;
|
|
|
|
|
|
|
●
|
the
successful development and implementation of our sales and marketing campaigns;
|
|
|
|
|
|
|
●
|
the
change of key scientific or management personnel;
|
|
|
|
|
|
|
●
|
the
size and growth of the potential markets for our product candidates and our ability to serve those markets;
|
|
|
|
|
|
|
●
|
our
ability to successfully compete in the potential markets for our product candidates, if commercialized;
|
|
|
|
|
|
|
●
|
regulatory
developments in the United States and other countries;
|
|
|
|
|
|
|
●
|
the
rate and degree of market acceptance of any of our product candidates;
|
|
|
|
|
|
|
●
|
new
products, product candidates or new uses for existing products or technologies introduced or announced by our competitors
and the timing of these introductions or announcements;
|
|
|
|
|
|
|
●
|
market
conditions in the pharmaceutical and biotechnology sectors;
|
|
|
|
|
|
|
●
|
our
available cash;
|
|
|
|
|
|
|
●
|
our
intended use of the net proceeds from this offering;
|
|
|
|
|
|
|
●
|
the
accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;
|
|
|
|
|
|
|
●
|
our
ability to obtain additional funding;
|
|
|
|
|
|
|
●
|
our
ability to obtain and maintain intellectual property protection for our product candidates;
|
|
|
|
|
|
|
●
|
the
success and timing of our preclinical studies including IND enabling studies;
|
|
|
|
|
|
|
●
|
the
ability of our product candidates to successfully perform in clinical trials;
|
|
|
|
|
|
|
●
|
our
ability to obtain and maintain approval of our product candidates for trial initiation;
|
|
|
|
|
|
|
●
|
our
ability to manufacture and the performance of third-party manufacturers;
|
|
|
|
|
|
|
●
|
the
performance of our clinical research organizations, clinical trial sponsors and clinical trial investigators; and
|
|
|
|
|
|
|
●
|
our
ability to successfully implement our strategy.
|
Any
forward-looking statements that we make in this prospectus supplement speak only as of the date of such statement, and we undertake
no obligation to update such statements to reflect events or circumstances after the date of this prospectus supplement. You should
also read carefully the factors described in the “Risk Factors” section of our Annual Report on Form 10-K for the
year ended October 31, 2017, as filed with the SEC on December 21, 2017, to better understand the risks and uncertainties inherent
in our business and underlying any forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking
statements in this prospectus supplement will prove to be accurate.
This
prospectus supplement includes statistical and other industry and market data that we obtained from industry publications and
research, surveys and studies conducted by third-parties. Industry publications and third-party research, surveys and studies
generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee
the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys
and studies are reliable, we have not independently verified such data.
We
qualify all of our forward-looking statements by these cautionary statements. In addition, with respect to all of our forward-looking
statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying
prospectus and in the documents we incorporate by reference. This summary does not contain all of the information that you should
consider before deciding to invest in our common stock. You should read this entire prospectus supplement and the accompanying
prospectus carefully, including the ‘‘Risk Factors’’ section contained in this prospectus supplement and
our consolidated financial statements and the related notes and the other documents incorporated by reference herein, as well
as the information included in any free writing prospectus that we have authorized for use in connection with this offering.
Our
Business
We
are a late-stage biotechnology Company focused on the discovery, development and commercialization of proprietary antigen delivery
products based on a platform technology that utilizes live attenuated
Listeria monocytogenes
(
Lm
) bioengineered
to secrete antigen/adjuvant fusion proteins. These
Lm
-based strains are believed to be a significant advancement in immunotherapy
as they integrate multiple functions into a single immunotherapy by accessing and directing antigen presenting cells to stimulate
anti-tumor T cell immunity, stimulate and activate the immune system with the equivalent of multiple adjuvants, and simultaneously
reduce tumor protection in the Tumor Microenvironment (TME) to enable the T cells to eliminate tumors. We believe that our immunotherapies
can complement and address significant unmet needs in the current oncology treatment landscape. Specifically, our product candidates
have the potential to optimize checkpoint performance, while having a generally well-tolerated safety profile, and most of our
product candidates are immediately available for treatment with a low cost of goods. Our passion for the clinical potential of
Lm
Technology is balanced by focus and fiscal discipline and driven towards increasing stockholder value.
We
are focused on four franchises in various stages of clinical and pre-clinical development, which we believe will provide the greatest
opportunity to have a significant impact on patients and their families:
|
|
●
|
Human
Papilloma Virus (HPV)-associated cancers
|
|
|
●
|
Individualized
neoantigen therapy
|
|
|
●
|
Disease
focused hotspot / cancer antigen therapies
|
All
four clinical franchises are anchored in our
Lm
Technology, a unique platform designed for its ability to safely and effectively
target various cancers in multiple ways. As an intracellular bacterium,
Lm
is an effective vector for the presentation
of antigens through both the Major Histocompatibility Complex I and II pathways, due to its active phagocytosis by Antigen Presenting
Cells (APCs). Within the APCs,
Lm
produces virulence factors which allow survival in the host cytosol and potent stimulation
of the immune system.
Through
a license from the University of Pennsylvania, we have exclusive access to a proprietary formulation of attenuated
Lm
called
Lm
Technology.
Lm
Technology optimizes this natural system, and one of the keys to its enhanced immunogenicity is
the
tLLO
-fusion protein, which is made up of tumor associated antigen fused to a highly immunogenic bacterial protein that
triggers potent cellular immunity. The
tLLO
-fusion protein also helps to reduce immune tolerance in the TME and promotes
antigen spreading, thereby improving activity in the TME. Multiple copies of the
tLLO
-fusion protein within each construct
may increase antigen presentation and TME impact.
As
the field of immunotherapy continues to evolve, the flexibility of the
Lm
Technology platform has allowed us to develop
highly innovative product candidates. To date,
Lm
Technology has demonstrated preclinical synergy with multiple checkpoint
inhibitors, costimulatory agents and radiation therapy, with clinical trials currently underway or planned in combination with
Merck & Co., Inc., AstraZeneca PLC, and Bristol-Myers Squibb Company’s PD-1/PDL-1 inhibitors. The safety profile of
all
Lm
Technology constructs seen to date has been predictable and manageable, consisting mostly of mild-to-moderate flu-like
symptoms that have been transient and associated with infusion.
Our
corporate strategy is to advance our
Lm
Technology platform and leverage its unique
capabilities to design and develop an array of cancer treatments. We and our collaborators
are currently conducting or planning clinical studies of
Lm
Technology immunotherapies
in HPV-associated cancers (including cervical and head and neck), prostate cancer, non-small
cell lung cancers, and microsatellite stable colorectal cancer. Our partners and collaborators
include Amgen, Inc., BMS, Merck, AstraZeneca, the Gynecological Oncology Group Foundation,
Inc. (now a member of NRG Oncology), the European Network for Gynaecological Oncological
Trial groups, the Parker Institute for Cancer Immunotherapy, Baylor College of Medicine
and the Prostate Cancer Foundation.
Moving
forward, we will continue to invest in our core clinical franchises and will also remain opportunistic in evaluating Investigator
Sponsored Trials as well as licensing opportunities. The
Lm
Technology platform is protected by a range of patents and
pending patent applications, directed to both product and process, some of which patent applications, if issued, are not expected
to expire until 2038, assuming all maintenance fees are paid.
Recent
Developments
On
February 13, 2018, we announced that we have submitted a conditional Marketing Authorization Application (MAA) to
the European Medicines Agency (EMA) for our lead product candidate, axalimogene filolisbac, for the treatment of adult women who
progress beyond first-line therapy of persistent, recurrent or metastatic carcinoma of the cervix (PRmCC). The EMA will evaluate
the totality of the data, including results from the Phase 2 GOG-0265 study in 50 women as well as supportive data from other
clinical trials evaluating axalimogene filolisbac. In parallel with the MAA review process, the Company will continue assessing
partnership opportunities for the potential commercialization of axalimogene filolisbac in Europe.
On
February 13, 2018, we also announced that we have decided to align and simplify our strategy by using axalimogene filolisbac
in all ongoing and planned HPV-related cancer clinical trials, including the upcoming ADVANCE trial, previously planned with ADXS-DUAL.
The strategic decision to harmonize all trials to axalimogene filolisbac is based on its clinical profile to date in over 250
patients, and its demonstration of similar activity in both HPV 16 and 18 subtypes in GOG-0265. We believe that harmonizing to
a single product candidate for all HPV-related programs will streamline developmental, regulatory and commercialization strategies.
During
our quarter ended January 31, 2018,
we sold 881,629 shares of our common stock for gross proceeds of $2.74 million and net proceeds of approximately $2.66 million
after deducting commissions and before deducting offering expenses pursuant to our Controlled Equity Offering sales agreement
with Cantor Fitzgerald & Co. We plan to use the net proceeds from the sale of the shares to fund our research and development
activities.
Financial
Update
While
we have not finalized our full financial results for the fiscal quarter ended January 31, 2018, we expect to report that we had
$59.4 million of cash, cash equivalents and investments as of January 31, 2018. This amount is preliminary, has not been audited
and is subject to change pending completion of our unaudited financial statements for the quarter ended January 31, 2018. Additional
information and disclosures would be required for a more complete understanding of our financial position and results of operations
as of January 31, 2018.
Company
Information
We
were originally incorporated in the State of Colorado on June 5, 1987 under the name Great Expectations, Inc. We were a publicly-traded
“shell” company without any business until November 12, 2004 when we acquired Advaxis, Inc., a Delaware corporation,
through a Share Exchange and Reorganization Agreement, dated as of August 25, 2004, which we refer to as the Share Exchange, by
and among Advaxis, the stockholders of Advaxis and us. As a result of the Share Exchange, Advaxis became our wholly-owned subsidiary
and our sole operating company. On December 23, 2004, we amended and restated our articles of incorporation and changed our name
to Advaxis, Inc. On June 6, 2006, our stockholders approved the reincorporation of our company from Colorado to Delaware by merging
the Colorado entity into our wholly-owned Delaware subsidiary. Our date of inception, for financial statement purposes, is March
1, 2002 and we were uplisted to Nasdaq in 2013.
Our
principal executive offices are located at 305 College Road East, Princeton, New Jersey 08540 and our telephone number is (609)
452-9813. We maintain a corporate website at www.advaxis.com which contains descriptions of our technology, our product candidates
and the development status of each drug. We are not including the information on our website as a part of, nor incorporating it
by reference into, this prospectus supplement or the accompanying prospectus. For further information regarding us and our financial
information, you should refer to our recent filings with the SEC. See “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference.”
T
he
O
ffering
|
Common
stock offered by us
|
|
shares
|
|
|
|
|
|
Common
stock to be outstanding immediately after the offering
|
|
shares
(or shares if the underwriters exercise in full their
option to purchase additional shares)
|
|
|
|
|
|
Option
to purchase additional shares
|
|
We
have granted the underwriters an option to purchase up to
additional shares of our common stock. This option is exercisable, in whole or in part, for a period of 30 days from the date
of this prospectus supplement.
|
|
|
|
|
|
Use
of proceeds
|
|
We
expect to use the net proceeds from this offering to fund our continued research and development initiatives in connection
with expanding our product pipeline and for other general corporate purposes. This includes, but is not limited to (i) investment
in ongoing clinical research with axalimogene filolisbac, ADXS-PSA and ADXS-NEO, both in monotherapy and combination therapy;
(ii) expansion of research with axalimogene filolisbac, ADXS-PSA and ADXS-NEO to additional indications and collaborations;
and (iii) progression of pre-clinical constructs, including but not limited to ADXS-HOT, into clinical research
in both monotherapy and combination therapy. See “Use of Proceeds” beginning on page S-8 of this
prospectus.”
|
|
|
|
|
|
Risk
factors
|
|
Your
investment in shares of our common stock involves substantial risks. You should consider the matters referred to under the
heading “Risk Factors” in this prospectus supplement and the documents incorporated by reference herein.
|
|
|
|
|
|
Nasdaq
Global Select Market symbol
|
|
ADXS
|
Outstanding
Shares
The
number of shares of common stock to be outstanding immediately after the offering is based on 41,206,538 shares of common stock
outstanding as of October 31, 2017. The number of shares of common stock to be outstanding after this offering does not take into
account as of October 31, 2017:
|
|
●
|
3,092,395
shares of our common stock reserved for issuance upon the exercise of outstanding warrants at a weighted average exercise
price of $5.00 per share;
|
|
|
|
|
|
|
●
|
1,363,119
shares of our common stock reserved for issuance upon settlement of restricted stock units;
|
|
|
|
|
|
|
●
|
3,893,558
shares of our common stock reserved for issuance upon the exercise of outstanding stock options at a weighted average exercise
price of $12.51 per share;
|
|
|
|
|
|
|
●
|
710,853
shares of our common stock reserved for future awards under our 2015 Incentive Plan;
|
|
|
|
|
|
|
●
|
2,066,147
shares of our common stock reserved after October 31, 2017 for future awards under our 2015 Incentive Plan; and
|
|
|
|
|
|
|
●
|
881,629
shares of our common stock issued after October 31, 2017 under our Controlled Equity Offering sales agreement with
Cantor Fitzgerald & Co.
|
Except
as otherwise indicated, all information in this prospectus supplement assumes:
|
|
●
|
no
exercise of the outstanding options or warrants or settlement of restricted stock units
after October 31, 2017; and
|
|
|
|
|
|
|
●
|
no
exercise by the underwriters of their option to purchase additional shares.
|
RISK
FACTORS
Investment
in our common stock involves risks. Before deciding whether to invest in our common stock, you should consider carefully the risk
factors discussed below and those contained in the section entitled “Risk Factors” contained in our Annual Report
on Form 10-K for the year ended October 31, 2017, as filed with the SEC on December 21, 2017, which is incorporated herein by
reference in its entirety, as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC.
If any of the risks or uncertainties described in our SEC filings actually occurs, our business, financial condition, results
of operations or cash flow could be materially and adversely affected. This could cause the trading price of our common stock
to decline, resulting in a loss of all or part of your investment. The risks and uncertainties we have described are not the only
ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may
also affect our business operations.
Risks
Related to this Offering
Our
stock price can be volatile, which increases the risk of litigation, and may result in a significant decline in the value of your
investment.
The
trading price of our common stock is likely to be highly volatile and subject to wide fluctuations in price in response to various
factors, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause
you to lose part or all of your investment in our common stock. These factors include, but are not limited to, the following:
|
|
●
|
price
and volume fluctuations in the overall stock market from time to time;
|
|
|
|
|
|
|
●
|
changes
in the market valuations, stock market prices and trading volumes of similar companies;
|
|
|
|
|
|
|
●
|
actual
or anticipated changes in our net loss or fluctuations in our operating results or in the expectations of securities analysts;
|
|
|
|
|
|
|
●
|
the
issuance of new equity securities pursuant to a future offering, including potential issuances of preferred stock;
|
|
|
|
|
|
|
●
|
general
economic conditions and trends;
|
|
|
|
|
|
|
●
|
positive
and negative events relating to healthcare and the overall pharmaceutical and biotech sector;
|
|
|
|
|
|
|
●
|
major
catastrophic events;
|
|
|
|
|
|
|
●
|
sales
of large blocks of our stock;
|
|
|
|
|
|
|
●
|
additions
or departures of key personnel;
|
|
|
|
|
|
|
●
|
changes
in the regulatory status of our immunotherapies, including results of our pre-clinical and clinical trials;
|
|
|
|
|
|
|
●
|
events
affecting the University of Pennsylvania or any of our other current or future collaborators;
|
|
|
|
|
|
|
●
|
announcements
of new products or technologies, commercial relationships or other events by us or our competitors;
|
|
|
|
|
|
|
●
|
regulatory
developments in the United States and other countries;
|
|
|
|
|
|
|
●
|
failure
of our common stock or warrants to be listed or quoted on the Nasdaq Stock Market, NYSE Amex Equities or other national market
system
|
|
|
|
|
|
|
●
|
changes
in accounting principles; and
|
|
|
|
|
|
|
●
|
discussion
of us or our stock price by the financial and scientific press and in online investor communities.
|
In
addition, equity markets in general, and the market for biotechnology and life sciences companies in particular, have experienced
extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies
traded in those markets. These broad market and industry factors may materially affect the market price of our common stock, regardless
of our development and operating performance. In the past, following periods of volatility in the market price of a company’s
securities, securities class-action litigation has often been instituted against that company. Due to the volatility of our stock
price, we have been and may be the target of securities litigation in the future. Securities litigation could result in substantial
costs and divert management’s in the future attention and resources from our business.
Future
sales or other issuances of our common stock could depress the market for our common stock.
Sales
of a substantial number of shares of our common stock, or the perception by the market that those sales could occur, could cause
the market price of our common stock to decline or could make it more difficult for us to raise funds through the sale of equity
in the future.
In
connection with this offering, we and our directors and executive officers have entered into lock-up agreements for a period of
90 days, respectively, following this offering (which period may be extended under certain circumstances). We and our directors
and executive officers may be released from lock-up prior to the expiration of the lock-up period at the sole discretion of Jefferies
and Guggenheim. See “Plan of Distribution.” Upon expiration or earlier release of the lock-up, we and our directors
and executive officers may sell shares into the market, which could adversely affect the market price of shares of our common
stock.
Future
issuances of common stock could further depress the market for our common stock. We expect to continue to incur drug development
and selling, general and administrative costs, and to satisfy our funding requirements, we will need to sell additional equity
securities, which may be subject to registration rights and warrants with anti-dilutive protective provisions. The sale or the
proposed sale of substantial amounts of our common stock or other equity securities in the public markets may adversely affect
the market price of our common stock and our stock price may decline substantially. Our stockholders may experience substantial
dilution and a reduction in the price that they are able to obtain upon sale of their shares. Also, new equity securities issued
may have greater rights, preferences or privileges than our existing common stock. In addition, we have a significant number of
shares of restricted stock, restricted stock units, stock options and warrants outstanding. To the extent that outstanding stock
options or warrants have been or may be exercised or other shares issued, investors purchasing our common stock in this offering
may experience further dilution.
If
we make one or more significant acquisitions in which the consideration includes stock or other securities, our stockholders’
holdings may be significantly diluted. In addition, stockholders’ holdings may also be diluted if we enter into arrangements
with third parties permitting us to issue shares of common stock in lieu of certain cash payments upon the achievement of milestones.
We
have broad discretion to use the net proceeds from this offering and our investment of these proceeds pending any such use may
not yield a favorable return.
Our
management has broad discretion as to how to spend the proceeds from this offering and may spend these proceeds in ways with which
our stockholders may not agree. Pending any such uses, we plan to invest the net proceeds of this offering in short-term and long-term,
investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. See “Use
of Proceeds.”
If
you purchase shares of common stock in this offering, you will suffer immediate dilution
in the book value of your shares.
The
offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Therefore,
if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net
tangible book value per share after this offering. To the extent outstanding options or warrants are exercised, you will incur
further dilution. If you purchase shares in this offering, you will experience immediate dilution of $
per share, representing the difference between our as adjusted net tangible book value per share after giving effect to this offering.
For a further description of the dilution that you will experience immediately after this offering, see “Dilution.”
We
do not intend to pay cash dividends.
We
have not declared or paid any cash dividends on our common stock, and we do not anticipate declaring or paying cash dividends
for the foreseeable future. Any future determination as to the payment of cash dividends on our common stock will be at our Board
of Directors’ discretion and will depend on our financial condition, operating results, capital requirements and other factors
that our Board of Directors considers to be relevant.
Certain
anti-takeover provisions in our charter documents and Delaware law could make a third-party acquisition of us difficult. This
could limit the price investors might be willing to pay in the future for our common stock.
Provisions
in our amended and restated certificate of incorporation and amended and restated bylaws could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, or control us. These factors
could limit the price that certain investors might be willing to pay in the future for shares of our common stock. Our amended
and restated certificate of incorporation allows us to issue preferred stock without the approval of our stockholders. The issuance
of preferred stock could decrease the amount of earnings and assets available for distribution to the holders of our common stock
or could adversely affect the rights and powers, including voting rights, of such holders. In certain circumstances, such issuance
could have the effect of decreasing the market price of our common stock. Our amended and restated bylaws also provide our board
of directors with the ability to alter such bylaws without stockholder approval. Any of these provisions could also have the effect
of delaying or preventing a change in control.
Risks
Related to Our Business
Even
if this offering is successful, we expect that we will need to raise additional funding to complete the development and commercialization
of our product candidates. This additional financing may not be available on acceptable terms, or at all. Failure to obtain this
necessary capital when needed may force us to delay, limit, or terminate our product development efforts or other operations.
We
estimate that our current cash, cash equivalents and investments, along with the net proceeds from this offering, will be sufficient
for us to fund our operating expenses and capital expenditure requirements into calendar 2Q 2019. We have based
this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently
expect. In addition, the expected net proceeds of this offering will not be sufficient for us to fund any of our product candidates
through regulatory approval, and we will need to raise substantial additional capital to complete the development and commercialization
of our product candidates. We will continue to seek funds through equity or debt financings, collaborative or other arrangements
with corporate sources, or through other sources of financing. Adequate additional funding may not be available to us on acceptable
terms, or at all. In particular, our board has approved an amendment to our amended and restated certificate of incorporation
to increase the number of shares of our common stock authorized for issuance, which is subject to approval by our stockholders
at our 2018 Annual Meeting of stockholders on March 21, 2018, and the failure to obtain such stockholder approval would limit
our ability to raise capital. Any failure to raise capital as and when needed, as a result of insufficient authorized shares or
otherwise, could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies.
The
recently enacted tax reform bill could adversely affect our business and financial condition.
On
December 22, 2017, President Trump signed into law the “Tax Cuts and Jobs Act,” or the TCJA, which significantly amends
the Internal Revenue Code of 1986. The TCJA, among other things, reduces the corporate tax rate from a top marginal rate of 35%
to a flat rate of 21%, limits the tax deduction for interest expense to 30% of adjusted earnings, eliminates net operating loss
carrybacks, imposes a one-time tax on offshore earnings at reduced rates regardless of whether they are repatriated, allows immediate
deductions for certain new investments instead of deductions for depreciation expense over time, and modifies or repeals many
business deductions and credits. We continue to examine the impact these changes may have on our business. Notwithstanding the
reduction in the corporate income tax rate, the overall impact of the TCJA is uncertain and our business and financial condition
could be adversely affected. The impact of the TCJA on holders of our common stock is also uncertain and could be adverse. This
prospectus supplement and the accompanying prospectus do not discuss the TCJA or the manner in which it might affect us or purchasers
of our common stock. We urge our stockholders, including purchasers of common stock in this offering, to consult with their legal
and tax advisers with respect to the TCJA and the potential tax consequences of investing in our common stock.
We
are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws, and anti-money
laundering laws and regulations. We can face criminal liability and other serious consequences for violations which can
harm our business.
We
are subject to U.S. export control and economic sanctions laws and regulations and other restrictions on international trade.
As such, we are required to export our technology, products, and services in compliance with those laws and regulations.
If we export our technology, products, or services, the exports may require authorizations, including a license, a license exception
or other appropriate government authorization. In addition, the United States and other governments and their agencies impose
sanctions and embargoes on certain countries, their governments and designated parties, which may prohibit the export of certain
technology, products, and services to such persons altogether.
We
are also subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in
18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, and possibly other state and national anti-bribery and anti-money
laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies
and their employees, third-party intermediaries, and other associated persons from authorizing, promising, offering, providing,
soliciting, or accepting directly or indirectly, improper payments or benefits to or from any person whether in the public or
private sector. We have direct or indirect interactions with officials and employees of government agencies. We can be held
liable for the corrupt or other illegal activities of our employees, representatives, contractors, business partners, and agents,
in violation of U.S. and applicable foreign anti-corruption, export, import, sanctions, or anti-money laundering laws and regulations,
even if we do not explicitly authorize or have actual knowledge of such activities.
Any
violation of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment,
the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm,
and other consequences.
USE
OF PROCEEDS
We
estimate the net proceeds to us from the sale of shares of our common
stock in this offering will be approximately $ million, after deducting
the discounts and commissions and estimated offering expenses payable by us.
We
expect to use the net proceeds from this offering to fund our continued research and development initiatives in connection with
expanding our product pipeline and for other general corporate purposes. This includes, but is not limited to:
|
|
●
|
investment
in our ongoing clinical research with axalimogene filolisbac, ADXS-PSA and ADXS-NEO, both in monotherapy and combination therapy;
|
|
|
|
|
|
|
●
|
expansion
of our research with axalimogene filolisbac, ADXS-PSA and ADXS-NEO to additional indications and collaborations; and
|
|
|
|
|
|
|
●
|
progression
of
our pre-clinical
constructs, including but not limited to ADXS-HOT, into clinical research in both monotherapy and combination therapy.
|
We
may also use a portion of the net proceeds to acquire or invest in complementary businesses, products and technologies. Although
we currently have no specific agreements, commitments or understandings with respect to any acquisition or investment, we evaluate
acquisition and investment opportunities and may engage in related discussions with other companies from time to time.
The
timing and amounts of our actual expenditures will depend on several factors, including data results, progression of our clinical
development programs as well as our joint collaborators. As of the date of this prospectus supplement, we cannot specify with
certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our management will have broad
discretion in the application of these proceeds. Pending the uses described above, we will invest the net proceeds in short-term
and long-term, investment grade, interest-bearing securities.
PRICE
RANGE OF OUR COMMON STOCK
Our
common stock is listed on the Nasdaq Global Select Market and trades under the symbol “ADXS.” On February 20,
2018, the last reported sale price of our common stock on the Nasdaq Global Select Market was $2.59 per share. On
February 20, 2018, there were approximately 95 holders of record of our common stock. This number does not include beneficial
owners whose shares are held by nominees in street name. The following table sets forth, for the periods indicated, the reported
high and low intraday sales prices per share of our common stock as reported on The Nasdaq Stock Market:
|
|
|
High
|
|
|
Low
|
|
|
|
|
|
|
|
|
|
|
Fiscal
Year Ended October 31, 2016
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$
|
14.60
|
|
|
$
|
6.28
|
|
|
Second
Quarter
|
|
$
|
10.39
|
|
|
$
|
5.21
|
|
|
Third
Quarter
|
|
$
|
10.03
|
|
|
$
|
6.47
|
|
|
Fourth
Quarter
|
|
$
|
16.30
|
|
|
$
|
7.61
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
Year Ended October 31, 2017
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$
|
10.88
|
|
|
$
|
6.97
|
|
|
Second
Quarter
|
|
$
|
10.06
|
|
|
$
|
7.36
|
|
|
Third
Quarter
|
|
$
|
9.55
|
|
|
$
|
5.70
|
|
|
Fourth
Quarter
|
|
$
|
7.45
|
|
|
$
|
3.04
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
Year Ending October 31, 2018
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$
|
3.40
|
|
|
$
|
2.82
|
|
|
Second
Quarter (through February 20, 2018)
|
|
$
|
2.93
|
|
|
$
|
2.51
|
|
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable
future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our
financial condition, operating results, capital requirements and other factors that our board of directors considers to be relevant.
CAPITALIZATION
The
following table sets forth our cash, cash equivalents and investments and capitalization as of October 31, 2017:
|
|
●
|
on
an actual basis;
|
|
|
|
|
|
|
●
|
on
a pro forma basis to give effect to the issuance of 881,629 shares of our common stock
pursuant
to our Controlled Equity Offering sales agreement with Cantor Fitzgerald & Co. in January 2018
; and
|
|
|
|
|
|
|
●
|
on
a pro forma as adjusted basis to reflect the sale of the
shares of common stock offered by us in this offering (assuming no exercise of the underwriters’ option to purchase
additional shares) after deducting underwriting discounts and estimated offering expenses payable by us.
|
You
should read this information together with our financial statements and the notes to those statements incorporated by reference
into this prospectus supplement and the related prospectus.
|
October
31, 2017 (audited) (in thousands, except share and par value data)
|
|
Actual
|
|
|
Pro
Forma
|
|
|
Pro
Forma As Adjusted
|
|
|
Cash,
cash equivalents and investments
|
|
$
|
70,885
|
|
|
$
|
73,544
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.001 par value per share, 5,000,000 shares authorized; 0 shares issued and outstanding, actual, pro forma and pro
forma as adjusted
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Common
stock, $0.001 par value per share, 65,000,000 shares authorized; 41,206,538 shares actual, 42,088,167 shares pro forma and
shares pro forma as adjusted, issued and outstanding
|
|
|
41
|
|
|
|
42
|
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
355,361
|
|
|
|
358,019
|
|
|
|
|
|
|
Treasury
stock, at cost, 0 shares, actual, pro forma and pro forma as adjusted
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Accumulated
deficit
|
|
|
(301,142
|
)
|
|
|
(301,142
|
)
|
|
|
(301,142
|
)
|
|
Total
stockholders’ equity
|
|
|
54,260
|
|
|
|
56,919
|
|
|
|
|
|
|
Total
capitalization
|
|
$
|
54,260
|
|
|
$
|
56,919
|
|
|
$
|
|
|
The
table excludes the following shares:
|
|
●
|
3,092,395
shares of our common stock reserved for issuance upon the exercise of outstanding warrants at a weighted average exercise
price of $5.00 per share;
|
|
|
|
|
|
|
●
|
1,363,119
shares of our common stock reserved for issuance upon settlement of restricted stock units;
|
|
|
|
|
|
|
●
|
3,893,558
shares of our common stock reserved for issuance upon the exercise of outstanding stock options at a weighted average exercise
price of $12.51 per share;
|
|
|
|
|
|
|
●
|
710,853
shares of our common stock reserved for future awards under our 2015 Incentive Plan; and
|
|
|
|
|
|
|
●
|
2,066,147
shares of our common stock reserved after October 31, 2017 for future awards under our 2015 Incentive Plan.
|
DILUTION
Purchasers
of the shares offered by this prospectus supplement and the accompanying prospectus will suffer immediate and substantial dilution
in the net tangible book value per share of the common stock they purchase. Net tangible book value per share represents the amount
of total tangible assets less total liabilities, divided by the number of shares of our common stock outstanding as of October
31, 2017. Our net tangible book value as of October 31, 2017 was approximately $49,403,392, or $1.20 per share of our common stock.
Our pro forma net tangible book value per share as of October 31, 2017 was $52,062,141, or $1.24 per share of common stock, after
giving effect to the issuance of 881,629 shares of our common stock in a Controlled Equity Offering in January 2018.
Dilution
in net tangible book value per share represents the difference between the amount per share paid by purchasers in this offering
and the net tangible book value per share of our common stock immediately after this offering. After giving effect to the sale
of shares of common stock in this offering at the
public offering price of $ per share, and after deducting the underwriting discounts
and commissions and the estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of
October 31, 2017 would have been approximately $ per share of common stock. This
represents an immediate increase in net tangible book value of $ per share of
common stock to our existing stockholders and an immediate dilution in net tangible book value of $ per share of common stock
to purchasers in this offering.
The
following table illustrates this per share dilution:
|
Public
offering price per share
|
|
|
|
|
|
$
|
|
|
|
Pro
forma net tangible book value per share as of October 31, 2017
|
|
$
|
1.24
|
|
|
|
|
|
|
Increase
per share attributable to this offering
|
|
|
|
|
|
|
|
|
|
Pro
forma as adjusted net tangible book value per share as of October 31, 2017 after this offering
|
|
|
|
|
|
|
|
|
|
Dilution
per share to new investors participating in this offering
|
|
|
|
|
|
$
|
|
|
The
above table is based on 41,206,538 shares of common stock outstanding as of October 31, 2017 and excludes, as of that date:
|
|
●
|
3,092,395
shares of our common stock reserved for issuance upon the exercise of outstanding warrants at a weighted average exercise
price of $5.00 per share;
|
|
|
|
|
|
|
●
|
1,363,119
shares of our common stock reserved for issuance upon settlement of restricted stock units;
|
|
|
|
|
|
|
●
|
3,893,558
shares of our common stock reserved for issuance upon the exercise of outstanding stock options at a weighted average exercise
price of $12.51 per share;
|
|
|
|
|
|
|
●
|
710,853
shares of our common stock reserved for future awards under our 2015 Incentive Plan;
|
|
|
|
|
|
|
●
|
2,066,147
shares of our common stock reserved after October 31, 2017 for future awards under our 2015 Incentive Plan; and
|
|
|
|
|
|
|
●
|
881,629
shares of our common stock issued after October 31, 2017 under our Controlled Equity Offering sales agreement with Cantor
Fitzgerald & Co.
|
If
the underwriters exercise in full their option to purchase additional shares of our common stock, the pro forma as adjusted net
tangible book value after this offering would be $
per share, representing an increase in net tangible book value of $
per share to existing stockholders and immediate dilution in net tangible book value of $
per share to purchasers in this offering.
To
the extent that any options or warrants are exercised, new options are issued under our equity incentive plans or we otherwise
issue additional shares of common stock in the future at a price less than the public offering price, there will be further dilution
to new investors.
MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
The
following is a summary of the material United States federal income tax consequences relating to the acquisition, ownership and
disposition of our common stock as of the date hereof. Except where noted, this summary deals only with our common stock that
is held as a capital asset (within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the Code) by
a “non-U.S. holder” (as defined below).
For
purposes of this summary, a “non-U.S. holder” means a beneficial owner of our common stock (other than a partnership
or any other entity treated as a partnership for United States federal income tax purposes) that is not for United States federal
income tax purposes any of the following:
|
|
●
|
an
individual citizen or resident of the United States;
|
|
|
|
|
|
|
●
|
a
corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized
in or under the laws of the United States, any state thereof or the District of Columbia;
|
|
|
|
|
|
|
●
|
an
estate the income of which is subject to United States federal income taxation regardless of its source; or
|
|
|
|
|
|
|
●
|
a
trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons
have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable
United States Treasury regulations (Treasury Regulations) to be treated as a United States person.
|
This
summary is based upon provisions of the Code and Treasury Regulations, administrative rulings and judicial decisions currently
in effect, all as of the date hereof and all subject to change at any time, possibly with retroactive effect, or to different
interpretation by the Internal Revenue Service (IRS). This summary does not address all aspects of United States federal income
taxes and does not address any foreign, state, local, estate or other tax considerations that may be relevant to non-U.S. holders
in light of their personal circumstances. In addition, this summary does not represent a detailed description of the United
States federal income tax consequences applicable to non-U.S. holders that are subject to special treatment under the United
States federal income tax laws (including a non-U.S. holder that is a United States expatriate, “controlled foreign
corporation,” “passive foreign investment company,” “real estate investment trust,” “regulated
investment company,” dealer in securities or currencies, financial institution, tax exempt entity, insurance company, person
holding our common stock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, trader in
securities that elects to use a mark to market method of accounting, person liable for the alternative minimum tax, person who
acquired our common stock as compensation for services, persons subject to the alternative minimum tax or federal Medicare contribution
tax on net investment income, or a partnership or other pass through entity, or partner in a partnership or beneficial owner of
a pass through entity that holds our common stock for United States federal income tax purposes). We cannot provide assurance
that a change in law will not alter significantly the tax considerations that we describe in this summary.
If
a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common
stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership.
Non-U.S. holders that are partners of a partnership holding our common stock should consult their tax advisors.
Non-U.S.
holders
considering the
purchase of our common stock should consult their own tax advisors concerning the particular United States federal income and
estate tax consequences of the ownership of our common stock, as well as the consequences arising under the laws of any other
taxing jurisdiction.
Distribution
on our common stock
As
discussed under “Risk Factors” above, we do not currently expect to make distributions on our common stock. In the
event we do make distributions of cash or other property on our common stock, such distributions will be taxable as dividends
to the extent paid out of current or accumulated earnings and profits, as determined under United States federal income tax principles.
Dividends paid to a non-U.S. holder of our common stock generally will be subject to United States federal withholding tax at
a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively
connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable
income tax treaty, are attributable to a United States permanent establishment) are not subject to United States federal withholding
tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to United States
federal income tax on a net income basis in the same manner as if the non-U.S. holder were a “United States person”
as defined in the Code. Any such effectively connected dividends received by a foreign corporation may, under certain circumstances,
be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable
income tax treaty.
A
non-U.S. holder who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below,
for dividends will be required (a) to complete IRS Form W 8BEN or W 8BEN E(or other applicable form) and certify under penalty
of perjury that it is not a “United States person” as defined under the Code and is eligible for treaty benefits or
(b) if the common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of
applicable Treasury Regulations. Special certification and other requirements apply to certain non-U.S. holders that are
pass through entities rather than corporations or individuals.
A
non-U.S. holder of eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a
refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.
To
the extent distributions on our common stock, if any, exceed our current and accumulated earnings and profits, they will first
reduce the non-U.S. Holder’s adjusted basis in our common stock, but not below zero, and then will be treated as gain to
the extent of any excess, and taxed in the same manner as gain realized from a sale or other disposition of common stock as described
in the next section.
Gain
on disposition of our common stock
Any
gain realized on the disposition of our common stock by a non-U.S. holder generally will not be subject to United States federal
income tax unless:
|
|
●
|
the
gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an
applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder);
|
|
|
|
|
|
|
●
|
the
non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition,
and certain other conditions are met; or
|
|
|
|
|
|
|
●
|
we
are or have been a “United States real property holding corporation” for United States federal income tax purposes
at any time during the shorter of the five year period ending on the date of the disposition or such non-U.S. holder’s
holding period for our common stock and such non-U.S. holder held (at any time during the shorter of the five year period
ending on the date of the disposition or such non-U.S. holder’s holding period) more than 5% of our common stock.
|
An
individual non-U.S. holder described in the first bullet point immediately above will be subject to tax on the net gain derived
from the sale under regular graduated United States federal income tax rates. If a non-U.S. holder that is a foreign corporation
falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were
a “United States person” as defined in the Code and, in addition, may under certain circumstances be subject to a
branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by
an applicable income tax treaty.
We
believe we have not been and are not currently a “United States real property holding corporation” for United States
federal income tax purposes; however, no assurance can be given that we are not or will not become one in the future. If, however,
we are or become a “United States real property holding corporation,” so long as our common stock continues to be
regularly traded on an established securities market, only a non-U.S. holder who holds, or held (at any time during the shorter
of the five year period ending on the date of disposition or the non-U.S. holder’s holding period) more than 5% of our common
stock will be subject to United States federal income tax on the disposition of the common stock. Non-U.S. holders should
consult their own tax advisors about the consequences that could result if we are, or become, a “United States real property
holding corporation.”
Information
reporting and backup withholding
Information
returns are required to be filed with the IRS reporting the amount of dividends paid to each non-U.S. holder tax withheld with
respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends
and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the
provisions of an applicable income tax treaty.
A
non-U.S. holder will be subject to backup withholding with respect to dividends paid to it unless it certifies under penalty of
perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that it is a “United
States person” as defined in the Code), or it otherwise establishes an exemption.
Information
reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our common stock within
the United States or conducted through certain United States related financial intermediaries, unless the non-U.S. holder certifies
under penalty of perjury that it is not a “United States person” as defined in the Code (and the payor does not have
actual knowledge or reason to know that the beneficial owner is a “United States person” as defined in the Code),
or it otherwise establishes an exemption.
Backup
withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a
credit against a non-U.S. holder’s United States federal income tax liability provided the required information is timely
furnished to the IRS.
FATCA
withholding requirements
Sections
1471 through 1474 of the Code and related U.S. Treasury guidance (commonly referred to as FATCA) impose a U.S. federal withholding
tax of 30% on certain payments, including dividends paid on and the gross proceeds of a disposition of our common stock paid to
a foreign financial institution (as specifically defined by applicable rules) unless such institution enters into an agreement
with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information
regarding U.S. account holders of such institution (which includes certain equity holders of such institution, as well as certain
account holders that are foreign entities with U.S. owners). FATCA also generally imposes a federal withholding tax of 30% on
certain payments, including dividends paid on and the gross proceeds of a disposition of our common stock to a non-financial foreign
entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct
or indirect U.S. owners or provides information regarding substantial direct and indirect U.S. owners of the entity. An intergovernmental
agreement between the United States and an applicable foreign country may modify those requirements. The withholding tax described
above will not apply if the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption
from the rules. Holders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on
their investment in our common stock.
The
withholding provisions described above currently apply to payments of dividends, and will apply to payments of gross proceeds
from a sale or other disposition of common stock occurring on or after January 1, 2019. Non-U.S. holders should consult
their own tax advisors regarding the impact of FATCA on their ownership and disposition of shares of our common stock and the
potential applicability of any intergovernmental agreements.
UNDERWRITING
Subject
to the terms and conditions set forth in the underwriting agreement, dated , 2018,
among us and Jefferies LLC and Guggenheim Securities, LLC, as the representatives of the underwriters named below and the joint
book-running managers of this offering, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally
and not jointly, to purchase from us, the respective number of shares of common stock shown opposite its name below:
|
UNDERWRITER
|
|
|
NUMBER
OF
SHARES
|
|
|
Jefferies
LLC
|
|
|
|
|
|
Guggenheim
Securities, LLC
|
|
|
|
|
|
Total
|
|
|
|
|
The
underwriting agreement provides that the obligations of the several underwriters are subject to certain conditions precedent such
as the receipt by the underwriters of officers’ certificates and legal opinions and approval of certain legal matters by
their counsel. The underwriting agreement provides that the underwriters will purchase all of the shares of common stock if any
of them are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting
underwriters may be increased or the underwriting agreement may be terminated. We have agreed to indemnify the underwriters and
certain of their controlling persons against certain liabilities, including liabilities under the Securities Act, and to contribute
to payments that the underwriters may be required to make in respect of those liabilities.
The
underwriters have advised us that, following the completion of this offering, they currently intend to make a market in the common
stock as permitted by applicable laws and regulations. However, the underwriters are not obligated to do so, and the underwriters
may discontinue any market-making activities at any time without notice in their sole discretion. Accordingly, no assurance can
be given as to the liquidity of the trading market for the common stock, that you will be able to sell any of the common stock
held by you at a particular time or that the prices that you receive when you sell will be favorable.
The
underwriters are offering the shares of common stock subject to their acceptance of the shares of common stock from us and subject
to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole
or in part. In addition, the underwriters have advised us that they do not intend to confirm sales to any account over which they
exercise discretionary authority.
Commission
and Expenses
The
underwriters have advised us that they propose to offer the shares of common stock to the public at the public offering price
set forth on the cover page of this prospectus supplement and to certain dealers, which may include the underwriters, at that
price less a concession not in excess of $ per share of common stock. The underwriters may allow, and certain dealers may reallow,
a discount from the concession not in excess of $ per share of common stock to certain brokers and dealers. After the offering,
the public offering price, concession and reallowance to dealers may be reduced by the representatives. No such reduction will
change the amount of proceeds to be received by us as set forth on the cover page of this prospectus supplement.
The
following table shows the public offering price, the underwriting discounts and commissions that we are to pay the underwriters
and the proceeds, before expenses, to us in connection with this offering. Such amounts are shown assuming both no exercise and
full exercise of the underwriters’ option to purchase additional shares.
|
|
|
PER
SHARE
|
|
|
TOTAL
|
|
|
|
|
|
WITHOUT
OPTION TO PURCHASE ADDITIONAL SHARES
|
|
|
|
WITH
OPTION TO PURCHASE ADDITIONAL SHARES
|
|
|
|
WITHOUT
OPTION TO PURCHASE ADDITIONAL SHARES
|
|
|
|
WITH
OPTION TO PURCHASE ADDITIONAL SHARES
|
|
|
Public
offering price
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Underwriting
discounts and commissions paid by us
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Proceeds
to us, before expenses
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
We
estimate expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred
to above, will be approximately $ .
Listing
Our
common stock is listed on the Nasdaq Global Select Market under the trading symbol “ADXS.”
Stamp
Taxes
If
you purchase shares of common stock offered in this prospectus supplement, you may be required to pay stamp taxes and other charges
under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus
supplement.
Option
to Purchase Additional Shares
We
have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus supplement, to purchase,
from time to time, in whole or in part, up to an aggregate of additional shares of our common stock from us at the public offering
price set forth on the cover page of this prospectus supplement, less underwriting discounts and commissions. If the underwriters
exercise this option, each underwriter will be obligated, subject to specified conditions, to purchase a number of additional
shares proportionate to that underwriter’s initial purchase commitment as indicated in the table above.
No
Sales of Similar Securities
We
and each of our executive officers and directors have agreed, subject to specified exceptions, not to directly or indirectly:
|
|
●
|
sell,
offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open “put equivalent
position” within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended;
|
|
|
|
|
|
|
●
|
otherwise
dispose of any shares of common stock, options or warrants to acquire shares of common stock, or securities exchangeable or
exercisable for or convertible into shares of common stock currently or hereafter owned either of record or beneficially;
or
|
|
|
|
|
|
|
●
|
publicly
announce an intention to do any of the foregoing for a period of 90 days after the date of this prospectus supplement without
the prior written consent of Jefferies LLC and Guggenheim Securities, LLC.
|
These
restrictions terminate after the close of trading of the common stock on and including the 90
th
day after the date
of this prospectus supplement. However, subject to certain exceptions, in the event that either during the last 17 days of the
90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs, or prior to
the expiration of the 90-day restricted period, we announce that we will release earnings results during the 16-day period beginning
on the last day of the 90-day restricted period, then in either case the expiration of the 90-day restricted period will be extended
until the expiration of the 18-day period beginning on the date of the issuance of an earnings release or the occurrence of the
material news or event, as applicable, unless Jefferies LLC and Guggenheim Securities, LLC waive, in writing, such an extension.
Jefferies
LLC and Guggenheim Securities, LLC may, in their sole discretion, and at any time or from time to time before the termination
of the 90-day period, release all or any portion of the securities subject to lock-up agreements. There are no existing agreements
between the underwriters and any of our shareholders who will execute a lock-up agreement, providing consent to the sale of shares
prior to the expiration of the lock-up period.
Stabilization
The
underwriters have advised us that, pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, they may engage
in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection
with this offering. These activities may have the effect of stabilizing or maintaining the market price of the common stock at
a level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either “covered”
short sales or “naked” short sales.
“Covered”
short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares of our common
stock in this offering. The underwriters may close out any covered short position by either exercising their option to purchase
additional shares of our common stock or purchasing shares of our common stock in the open market. In determining the source of
shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional
shares.
“Naked”
short sales are sales in excess of the option to purchase additional shares of our common stock. The underwriters must close out
any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of the shares of our common stock in the open market after pricing
that could adversely affect investors who purchase in this offering.
A
stabilizing bid is a bid for the purchase of shares of common stock on behalf of the underwriters for the purpose of fixing or
maintaining the price of the common stock. A syndicate covering transaction is the bid for or the purchase of shares of common
stock on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar
to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising
or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock.
As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. A penalty
bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in
connection with the offering if the common stock originally sold by such syndicate member is purchased in a syndicate covering
transaction and therefore has not been effectively placed by such syndicate member.
Neither
we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. The underwriters are not obligated to engage in these activities and,
if commenced, any of the activities may be discontinued at any time.
The
underwriters may also engage in passive market making transactions in our common stock on the Nasdaq Global Select Market
in accordance with Rule 103 of Regulation M during a period before the commencement of offers or sales of shares of our common
stock in this offering and extending through the completion of distribution. A passive market maker must display its bid at a
price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive
market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded.
Electronic
Distribution
This
prospectus supplement and the accompanying prospectus in electronic format may be made available by e-mail, on the web sites or
through online services maintained by one or more of the underwriters or their affiliates. In those cases, prospective investors
may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific
number of shares of common stock for sale to online brokerage account holders. Any such allocation for online distributions will
be made by the underwriters on the same basis as other allocations. Other than the prospectus supplement and the accompanying
prospectus in electronic format, the information on the underwriters’ web sites and any information contained in any other
web site maintained by any of the underwriters is not part of this prospectus supplement or the accompanying prospectus, has not
been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.
Other
Activities and Relationships
The
underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may
include securities trading, commercial and investment banking, financial advisory, investment management, investment research,
principal investment, hedging, financing and brokerage activities. The underwriters and certain of their affiliates have, from
time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services
for us and our affiliates, for which they received or will receive customary fees and expenses.
In
the ordinary course of their various business activities, the underwriters and certain of their affiliates may make or hold a
broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities
may involve securities and/or instruments issued by us and our affiliates. If the underwriters or their respective affiliates
have a lending relationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management
policies. The underwriters and their respective affiliates may hedge such exposure by entering into transactions which consist
of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates,
including potentially the common stock offered hereby. Any such short positions could adversely affect future trading prices of
the common stock offered hereby. The underwriters and certain of their respective affiliates may also communicate independent
investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such
securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in
such securities and instruments.
Disclaimers
About Non-U.S. Jurisdictions
Notice
to Prospective Investors in Australia:
This
prospectus supplement and the accompanying prospectus is not a disclosure document for the purposes of Australia’s Corporations
Act 2001 (Cth) of Australia, or Corporations Act, has not been lodged with the Australian Securities & Investments Commission
and is only directed to the categories of exempt persons set out below. Accordingly, if you receive this prospectus supplement
and the accompanying prospectus in Australia:
(A)
You confirm and warrant that you are either:
|
|
●
|
a
“sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;
|
|
|
|
|
|
|
●
|
a
“sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an
accountant’s certificate to the Company which complies with the requirements of section 708(8)(c)(i) or (ii) of the
Corporations Act and related regulations before the offer has been made;
|
|
|
|
|
|
|
●
|
person
associated with the Company under Section 708(12) of the Corporations Act; or
|
|
|
|
|
|
|
●
|
a
“professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act.
|
To
the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional
investor under the Corporations Act any offer made to you under this prospectus supplement and the accompanying prospectus is
void and incapable of acceptance.
(B)
You warrant and agree that you will not offer any of the securities issued to you pursuant to this prospectus supplement and the
accompanying prospectus for resale in Australia within 12 months of those securities being issued unless any such resale offer
is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.
Notice
to Prospective Investors in Canada:
(A)
Resale Restrictions
The
distribution of the shares in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a
private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities
in each province where trades of these securities are made. Any resale of the shares in Canada must be made under applicable securities
laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory
exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are
advised to seek legal advice prior to any resale of the securities.
(B)
Representations of Canadian Purchasers
By
purchasing the shares in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer
from whom the purchase confirmation is received that:
|
|
●
|
the
purchaser is entitled under applicable provincial securities laws to purchase the shares without the benefit of a prospectus
qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—
Prospectus
Exemptions
,
|
|
|
|
|
|
|
●
|
the
purchaser is a “permitted client” as defined in National Instrument 31-103—
Registration Requirements,
Exemptions and Ongoing Registrant Obligations
,
|
|
|
|
|
|
|
●
|
where
required by law, the purchaser is purchasing as principal and not as agent, and
|
|
|
|
|
|
|
●
|
the
purchaser has reviewed the text above under Resale Restrictions
|
(C)
Conflicts of Interest
Canadian
purchasers are hereby notified that Jefferies LLC and Guggenheim Securities, LLC are relying on the exemption set out in section
3A.3 or 3A.4, if applicable, of National Instrument 33-105—
Underwriting Conflicts
from having to provide certain
conflict of interest disclosure in this prospectus supplement and the accompanying prospectus.
(D)
Statutory Rights of Action
Securities
legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the
offering memorandum (including any amendment thereto) such as this this prospectus supplement and the accompanying prospectus
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time
limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser of these securities
in Canada should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory
for particulars of these rights or consult with a legal advisor.
(E)
Enforcement of Legal Rights
All
of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not
be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial
portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible
to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or
those persons outside of Canada.
(F)
Taxation and Eligibility for Investment
Canadian
purchasers of the shares should consult their own legal and tax advisors with respect to the tax consequences of an investment
in the shares in their particular circumstances and about the eligibility of the shares for investment by the purchaser under
relevant Canadian legislation.
Notice
to Prospective Investors in the European Union Economic Area:
Any
distributor subject to MiFID II that is offering, selling or recommending the securities is responsible for undertaking its own
target market assessment in respect of the securities and determining its own distribution channels for the purposes of the MiFID
product governance rules under Commission Delegated Directive (EU) 2017/593 (“Delegated Directive”). Neither the Issuers
nor the underwriters make any representations or warranties as to a distributor's compliance with the Delegated Directive.
In
relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member
State), an offer to the public of any securities which are the subject of the offering contemplated by this prospectus supplement
and the accompanying prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant
Member State of any securities may be made at any time under the following exemptions under the Prospectus Directive, if they
have been implemented in that Relevant Member State:
|
|
●
|
to
any legal entity which is a “qualified investor” as defined in the Prospectus Directive;
|
|
|
|
|
|
|
●
|
to
fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted
under the Prospectus Directive, subject to obtaining the prior consent of the underwriters or the underwriters nominated by
us for any such offer; or
|
|
|
|
|
|
|
●
|
in
any other circumstances falling within Article 3(2) of the Prospectus Directive,
|
provided
that no such offer of securities shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of
the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive and each person who
initially acquires any common shares, or to whom any offer is made, will be deemed to have represented, warranted and agreed that
it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.
For
the purposes of this provision, the expression an “offer of securities to the public” in relation to the securities
in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe to the securities, as the
same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member
State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member State and the expression “2010
PD Amending Directive” means Directive 2010/73/EU.
Notice
to Prospective Investors in Hong Kong:
No
securities have been offered or sold, and no securities may be offered or sold, in Hong Kong, by means of any document, other
than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent; or to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (SFO) and any rules made under that
Ordinance; or in other circumstances which do not result in the document being a “prospectus” as defined in the Companies
Ordinance (Cap. 32) of Hong Kong (CO) or which do not constitute an offer or invitation to the public for the purpose of the CO
or the SFO. No document, invitation or advertisement relating to the securities has been issued or may be issued or may be in
the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at,
or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities
laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong
Kong or only to “professional investors” as defined in the SFO and any rules made under that Ordinance.
This
prospectus supplement and the accompanying prospectus have not been registered with the Registrar of Companies in Hong Kong. Accordingly,
this prospectus supplement and the accompanying prospectus may not be issued, circulated or distributed in Hong Kong, and the
securities may not be offered for subscription to members of the public in Hong Kong. Each person acquiring the securities will
be required, and is deemed by the acquisition of the securities, to confirm that he is aware of the restriction on offers of the
securities described in this prospectus supplement and the accompanying prospectus and the relevant offering documents and that
he is not acquiring, and has not been offered any securities in circumstances that contravene any such restrictions.
Notice
to Prospective Investors in Israel:
This
prospectus supplement and the accompanying prospectus do not constitute a prospectus under the Israeli Securities Law, 5728-1968,
or the Securities Law, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus
supplement and the accompanying prospectus are being distributed only to, and is directed only at, and any offer of the shares
is directed only at, (i) a limited number of persons in accordance with the Israeli Securities Law and (ii) investors listed in
the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident
funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters,
venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals,” each as defined
in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing
for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the
Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are
aware of the meaning of same and agree to it.
Notice
to Prospective Investors in Japan:
The
offering has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948
of Japan, as amended), or FIEL, and the Initial Purchaser will not offer or sell any securities, directly or indirectly, in Japan
or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any
corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly,
in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.
Notice
to Prospective Investors in Singapore:
This
prospectus supplement and the accompanying prospectus have not been and will not be lodged or registered as a prospectus with
the Monetary Authority of Singapore. Accordingly, this prospectus supplement and the accompanying prospectus and any other document
or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated
or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities
and Futures Act, Chapter 289 of Singapore (SFA), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant
to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to,
and in accordance with the conditions of, any other applicable provision of the SFA.
Where
the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
|
|
(a)
|
a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;
or
|
|
|
|
|
|
|
(b)
|
trust
(where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust
is an individual who is an accredited investor,
|
securities
(as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described)
in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant
to an offer made under Section 275 of the SFA except:
to
an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
|
(i)
|
where
no consideration is or will be given for the transfer;
|
|
|
|
|
|
|
(ii)
|
where
the transfer is by operation of law;
|
|
|
|
|
|
|
(iii)
|
as
specified in Section 276(7) of the SFA; or
|
|
|
|
|
|
|
(iv)
|
as
specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.
|
Notice
to Prospective Investors in Switzerland:
The
securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock
exchange or regulated trading facility in Switzerland. This prospectus supplement and the accompanying prospectus have been prepared
without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations
or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other
stock exchange or regulated trading facility in Switzerland. Neither this prospectus supplement and the accompanying prospectus
nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise
made publicly available in Switzerland.
Neither
this prospectus supplement and the accompanying prospectus nor any other offering or marketing material relating to the offering,
the Company or the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this
prospectus supplement and the accompanying prospectus will not be filed with, and the offer of securities will not be supervised
by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized
under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests
in collective investment schemes under the CISA does not extend to acquirers of securities.
Notice
to Prospective Investors in the United Kingdom:
This
prospectus supplement and the accompanying prospectus are only being distributed to, and are only directed at, persons in the
United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i)
investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (Order) and/or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons
to whom it may lawfully be communicated (each such person being referred to as a “relevant person”).
This
prospectus supplement and the accompanying prospectus and the contents of such documents are confidential and should not be distributed,
published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person
in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement and the accompanying
prospectus or any of the contents of such documents.
LEGAL
MATTERS
Alston
& Bird LLP, New York, New York, has passed upon certain legal matters regarding the shares offered by this prospectus supplement.
Certain legal matters will be passed upon for the underwriters by Cooley LLP, New York, New York.
EXPERTS
The
financial statements of Advaxis, Inc. as of and for the fiscal years ended October 31, 2017 and 2016 have been incorporated by
reference herein in reliance upon the report of Marcum LLP, independent registered public accounting firm, and upon the authority
of said firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements, and other information with the SEC. You may read and copy any documents
we have filed with the SEC at its Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We also file these documents with
the SEC electronically. You can access the electronic versions of these filings on the SEC’s Internet website found at http://www.sec.gov.
You can also obtain copies of materials we file with the SEC, free of charge, from our Internet website found at www.advaxis.com.
Information contained on our website does not constitute part of this prospectus supplement or the accompanying prospectus. Our
stock is quoted on the Nasdaq Global Select Market under the symbol “ADXS.”
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them which means that we can disclose important
information to you by referring you to those documents instead of having to repeat the information in this prospectus supplement
and accompanying prospectus. The information incorporated by reference is considered to be part of this prospectus supplement
and accompanying prospectus, and later information that we file with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act between the date of this prospectus supplement and the termination of the offering (other than, unless
otherwise specifically indicated, current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such
form that are related to such items):
|
|
●
|
our
Annual Report on Form 10-K for the fiscal year ended October 31, 2017 filed with the SEC on December 21, 2017;
|
|
|
|
|
|
|
●
|
the
portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on February 6, 2018 that are incorporated by
reference into our Annual Report on Form 10-K for the fiscal year ended October 31, 2017; and
|
|
|
|
|
|
|
●
|
our
Current Reports on Form 8-K filed with the SEC on December 20, 2017, February 15,
2018 and February 21, 2018.
|
We
will provide to each person, including any beneficial owner, to whom a copy of this prospectus supplement and the related prospectus
is delivered, a copy of any or all of the information that we have incorporated by reference into this prospectus supplement and
the related prospectus, but not delivered with this prospectus supplement and the related prospectus. We will provide this information
upon written or oral request at no cost to the requester. You may request this information by contacting our corporate headquarters
at the following address: 305 College Road East, Princeton, New Jersey 08540, Attn: Sara Bonstein, or by calling (609) 452-9813.
PROSPECTUS
$250,000,000
Advaxis,
Inc.
Common
Stock
We
may offer and sell an indeterminate number of shares of our common stock from time to time under this prospectus. You should read
this prospectus and any prospectus supplement carefully before you invest.
We
may offer our common stock in one or more offerings in amounts, at prices, and on terms determined at the time of the offering.
We may sell our common stock through agents we select or through underwriters and dealers we select. If we use agents, underwriters
or dealers, we will name them and describe their compensation in a prospectus supplement.
This
prospectus provides a general description of the securities we may offer. Each time we sell securities, we will provide specific
terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest
in any securities. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus
supplement.
Our
common stock is traded on the NASDAQ Capital Market under the symbol “ADXS.” On February 8, 2017, the per share closing
price of our common stock as reported on the NASDAQ Capital Market was $8.98 per share.
Investing
in our securities involves certain risks. See “Risk Factors” in our Annual Report on Form 10-K for the year ended
October 31, 2016, which has been filed with the Securities and Exchange Commission and are incorporated by reference into this
prospectus. You should read the entire prospectus carefully before you make your investment decision.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is March 20, 2017
TABLE
OF CONTENTS
|
ADVAXIS,
INC.
We
are a clinical stage biotechnology company focused on the discovery, development and commercialization of proprietary
Lm
-LLO cancer immunotherapies. These immunotherapies are based on a platform technology that utilizes live attenuated
Listeria monocytogenes
(“
Lm
” or “Listeria” or “
Lm
Technology
TM
”)
bioengineered to secrete antigen/adjuvant fusion proteins. These
Lm
-LLO strains are believed to be a significant
advancement in immunotherapy as they integrate multiple functions into a single immunotherapy as they access and direct
antigen presenting cells to stimulate anti-tumor T-cell immunity, stimulate and activate the immune system with the equivalent
of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable the T-cells
to eliminate tumors.
Our
principal executive offices are located at 305 College Road East, Princeton, New Jersey, 08540, and our telephone number
is (609) 452-9813. We maintain a website on the Internet at www.advaxis.com. Our Internet website, and the information
contained on it, are not to be considered part of this prospectus.
THE
OFFERING
|
|
|
Use
of Proceeds
|
We
intend to use the net proceeds of any offering as set forth in the applicable prospectus supplement.
|
|
|
|
|
|
|
|
|
NASDAQ
Symbol
|
ADXS
|
|
|
|
|
|
|
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports with the Securities and Exchange Commission, or the SEC, on an annual basis using Form 10-K, quarterly reports on
Form 10-Q and current reports on Form 8-K. You may read and copy any such reports and amendments thereto at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the Public
Reference Room. Additionally, the SEC maintains a website that contains annual, quarterly, and current reports, proxy statements,
and other information that issuers (including us) file electronically with the SEC. The SEC’s website address is http://www.sec.gov.
You can also obtain copies of materials we file with the SEC from our Internet website found at www.advaxis.com. Our stock is
quoted on the NASDAQ Capital Market under the symbol “ADXS.”
IMPORTANT
INFORMATION ABOUT THIS PROSPECTUS
This
prospectus is part of a “shelf” registration statement that we filed with the SEC. By using a shelf registration statement,
we may sell our securities, as described in this prospectus, from time to time in one or more offerings. We may use the shelf
registration statement to offer and sell securities described in this prospectus. Each time we sell securities, we will provide
a prospectus supplement to this prospectus that contains specific information about the terms of such offering. The supplement
may also add, update or change information contained in this prospectus. Before purchasing any securities, you should carefully
read both this prospectus and any supplement, together with the additional information incorporated into this prospectus or described
under the heading “Where You Can Find More Information.”
You
should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We
have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We will not make an offer to sell securities in any jurisdiction where the offer or sale
is not permitted. You should assume that the information appearing in this prospectus, as well as information we previously filed
with the SEC and have incorporated by reference, is accurate as of the date on the front cover of this prospectus only, or when
such document was filed with the SEC. Our business, financial condition, results of operations and prospects may have changed
since the relevant date.
We
will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully
describes the terms of the offering.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC. This means
that we can disclose important information to you by referring you to those documents without restating that information in this
document. The information incorporated by reference into this prospectus is considered to be part of this prospectus, and information
we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, (1) after the date of the initial registration statement, as amended, and prior to effectiveness of the registration
statement, and (2) after the date of this prospectus and prior to the termination of this offering, will automatically update
and supersede the information contained in this prospectus and documents listed below. We incorporate by reference into this prospectus
the documents listed below, except to the extent information in those documents differs from information contained in this prospectus,
and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including exhibits
(however, unless specifically indicated, we do not incorporate by reference, whether listed below or filed in the future, current
reports furnished under Item 2.02 or Item 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K):
|
|
(a)
|
Our
Annual Report on Form 10-K for the year ended October 31, 2016 filed on January 9, 2017;
|
|
|
|
|
|
|
(b)
|
Our
Quarterly Report on Form 10-Q for the quarter ended January 31, 2017, filed on March, 10, 2017;
|
|
|
|
|
|
|
(c)
|
The
portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on February 10, 2017 that are incorporated by
reference into our Annual Report on Form 10-K for the fiscal year ended October 31, 2016;
|
|
|
|
|
|
|
(d)
|
Current
Reports on Form 8-K filed with the SEC on December 15, 2016 and January 9, 2017; and
|
|
|
|
|
|
|
(e)
|
The
description of our common stock, par value $0.001 per share, contained in our Registration Statement on Form 8-A, filed with
the Commission on October 15, 2013 and under the caption “Description of Securities” in the Registrant’s
prospectus, dated as of October 15, 2013, forming a part of the Registration Statement on Form S-1 (Registration No. 333-188637)
filed with the Commission, including any amendments or reports filed for the purpose of updating such description.
|
We
will provide to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of any or
all of the information that we have incorporated by reference into this prospectus. We will provide this information upon written
or oral request at no cost to the requester. You may request this information by contacting our corporate headquarters at the
following address: 305 College Road East, Princeton, New Jersey 08540, Attn: Sara Bonstein, or by calling (609) 452-9813.
DESCRIPTION
OF COMMON STOCK
The
following summary of the terms of our common stock may not be complete and is subject to, and qualified in its entirety by reference
to, the terms and provisions of our amended and restated certificate of incorporation and our amended and restated bylaws. You
should refer to, and read this summary together with, our amended and restated certificate of incorporation and amended and restated
bylaws to review all of the terms of our common stock that may be important to you.
Common
Stock
Under
our certificate of incorporation, we are authorized to issue a total of 65,000,000 shares of common stock, par value $0.001 per
share, and 5,000,000 shares of “blank check” preferred stock, par value $0.001 per share. As of February 6, 2017,
we had issued and outstanding 40,122,043 shares of our common stock. There were approximately 101 holders of record. All outstanding
shares of our common stock are fully paid and nonassessable. Our common stock is listed on the NASDAQ Capital Market under the
symbol “ADXS.”
Dividends
Subject
to the dividend rights of the holders of any outstanding series of preferred stock, holders of our common stock are entitled to
receive ratably such dividends and other distributions of cash or any other right or property as may be declared by our board
of directors out of our assets or funds legally available for such dividends or distributions.
Voting
Rights
The
holders of our common stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders.
Holders of our common stock do not have a cumulative voting right, which means that the holders of more than one-half of the outstanding
shares of common stock, subject to the rights of the holders of the preferred stock, if any, can elect all of our directors, if
they choose to do so. In this event, the holders of the remaining shares of common stock would not be able to elect any directors.
Except as otherwise required by Delaware law, and subject to the rights of the holders of preferred stock, if any, all stockholder
action is taken by the vote of a majority of the outstanding shares of common stock voting as a single class present at a meeting
of stockholders at which a quorum consisting of one-third of the outstanding shares of common stock is present in person or proxy.
Liquidation
and Dissolution
In
the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of common stock would
be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of liabilities.
If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distributions and/or
liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock (if
any) before we may pay distributions to the holders of common stock.
Other
Certain
of our outstanding shares of common stock, shares of common stock issuable upon conversion of our convertible notes and shares
of common stock issuable upon exercise of outstanding warrants are subject to demand or piggyback registration rights.
Anti-Takeover
Provisions
Delaware
Law
We
are subject to Section 203 of the Delaware General Corporation Law. This provision generally prohibits a Delaware corporation
from engaging in any business combination with any interested stockholder for a period of three years following the date the stockholder
became an interested stockholder, unless:
|
|
●
|
prior
to such date, the board of directors approved either the business combination or the transaction that resulted in the stockholder
becoming an interested stockholder;
|
|
|
|
|
|
|
●
|
upon
consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers
and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer; or
|
|
|
|
|
|
|
●
|
on
or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual meeting
or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding
voting stock that is not owned by the interested stockholder.
|
Section
203 defines a business combination to include:
|
|
●
|
any
merger or consolidation involving the corporation and the interested stockholder;
|
|
|
|
|
|
|
●
|
any
sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
|
|
|
|
|
|
|
●
|
subject
to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder;
|
|
|
|
|
|
|
●
|
any
transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class
or series of the corporation beneficially owned by the interested stockholder; or
|
|
|
|
|
|
|
●
|
the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.
|
In
general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of
the outstanding voting stock of a corporation, or an affiliate or associate of the corporation and was the owner of 15% or more
of the outstanding voting stock of a corporation at any time within three years prior to the time of determination of interested
stockholder status; and any entity or person affiliated with or controlling or controlled by such entity or person.
These
statutory provisions could delay or frustrate the removal of incumbent directors or a change in control of our company. They could
also discourage, impede, or prevent a merger, tender offer, or proxy contest, even if such event would be favorable to the interests
of stockholders.
Amended
and Restated Certificate of Incorporation and Bylaw Provisions
Our
amended and restated certificate of incorporation and bylaws contain provisions that could have the effect of discouraging potential
acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder
might consider favorable. In particular, the certificate of incorporation and bylaws, as applicable, among other things:
|
|
●
|
provide
our board of directors with the ability to alter its bylaws without stockholder approval; and
|
|
|
|
|
|
|
●
|
provide
that vacancies on our board of directors may be filled by a majority of directors in office, although less than a quorum.
|
Such
provisions may have the effect of discouraging a third-party from acquiring us, even if doing so would be beneficial to our stockholders.
These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors
and in the policies formulated by them, and to discourage some types of transactions that may involve an actual or threatened
change in control of our company. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal
and to discourage some tactics that may be used in proxy fights. We believe that the benefits of increased protection of our potential
ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company outweigh
the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an
improvement of their terms. However, these provisions could have the effect of discouraging others from making tender offers for
our shares that could result from actual or rumored takeover attempts. These provisions also may have the effect of preventing
changes in our management.
Transfer
Agent
The
transfer agent and registrar for our common stock is Continental Stock Transfer and Trust Company, 17 Battery Place, 8th Floor,
New York, NY 10004.
PLAN
OF DISTRIBUTION
We
may sell the securities covered in this prospectus in any of the following ways (or in any combination):
|
|
●
|
through
underwriters or dealers;
|
|
|
|
|
|
|
●
|
in
short or long transactions;
|
|
|
|
|
|
|
●
|
directly
to a limited number of purchasers or to a single purchaser;
|
|
|
|
|
|
|
●
|
through
agents, including via an at-the-market program; or
|
|
|
|
|
|
|
●
|
through
a combination of any of these methods of sale.
|
Each
time that we use this prospectus to sell securities, we will also provide a prospectus supplement that contains the specific terms
of the offering. The prospectus supplement will set forth the terms of the offering of the securities, including:
|
|
●
|
the
name or names of any underwriters, dealers or agents and the amounts of any securities underwritten or purchased by each of
them; and
|
|
|
|
|
|
|
●
|
the
public offering price of the common stock and the proceeds to us and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
|
Any
public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
If
underwriters are used in the sale of any securities, the securities will be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting
syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to
purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of
the securities if they purchase any of securities.
We
may sell the securities through agents from time to time. The prospectus supplement will name any agent involved in the offer
or sale of the securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for
the period of its appointment.
We
may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the
public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus
supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.
Agents
and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities
Act of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make
in respect thereof. Agents and underwriters may be customers of, engage in transactions with, or perform services for us in the
ordinary course of business.
We
may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales
or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivatives
to close out any related open borrowings of securities. The third party in such sale transactions will be an underwriter and will
be identified in the applicable prospectus supplement (or a post-effective amendment).
Upon
written instruction from us, a sales agent party to a distribution agency agreement with us will use its commercially reasonable
efforts to sell on our behalf, as our agent, the shares of common stock offered as agreed upon by us and the sales agent. We will
designate the maximum amount of shares of common stock to be sold through the sales agent, on a daily basis or otherwise as we
and the sales agent agree. Subject to the terms and conditions of the applicable distribution agency agreement, the sales agent
will use its commercially reasonable efforts to sell, as our sales agent and on our behalf, all of the designated shares of common
stock. We may instruct the sales agent not to sell shares of common stock if the sales cannot be effected at or above the price
designated by us in any such instruction. We may suspend the offering of shares of common stock under any distribution agency
agreement by notifying the sales agent. Likewise, the sales agent may suspend the offering of shares of common stock under the
applicable distribution agency agreement by notifying us of such suspension.
We
also may sell shares to the sales agent as principal for its own account at a price agreed upon at the time of sale. If we sell
shares to the sales agent as principal, we will enter into a separate agreement setting forth the terms of such transaction.
The
name of any such underwriter or agent involved in the offer and sale of our common stock, the amounts underwritten, and the nature
of its obligations to take our common stock will be described in the applicable prospectus supplement.
LEGAL
MATTERS
The
legality and validity of the securities offered from time to time under this prospectus will be passed upon by Alston & Bird
LLP, New York, New York. Any underwriters will also be advised about the validity of the securities and other legal matters by
their own counsel, which will be named in the prospectus supplement.
EXPERTS
The
financial statements of Advaxis, Inc. as of October 31, 2016 and 2015, and for the years ended as of October 31, 2016, 2015 and
2014, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2016,
have been incorporated by reference herein and in the registration statement in reliance upon the report of Marcum LLP, independent
registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.
Shares
Common
Stock
Prospectus
Supplement
Joint
Book-Running Managers
Jefferies
Guggenheim
Securities
, 2018
Ayala Pharmaceuticals (QX) (USOTC:ADXS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ayala Pharmaceuticals (QX) (USOTC:ADXS)
Historical Stock Chart
From Apr 2023 to Apr 2024
