Item
1.01. Entry into a Material Definitive Agreement.
Underwriting
Agreement
On
September 7, 2018, Advaxis, Inc., a Delaware Corporation (“Advaxis” or the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc.
(the “Underwriters”) in connection with its previously announced public offering (the “Offering”)
of 16,666,666 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common
Stock”) and warrants (the “Warrants”) to purchase up to an aggregate of 14,166,666 shares of Common Stock. The
Shares and the Warrants were sold together as a fixed combination, with each Share being accompanied by a Warrant to purchase
0.85 shares of Common Stock at a combined price to the public of $1.20, less underwriting discounts and commissions.
The
Warrants are exercisable immediately, will be issued in either book-entry or physical form at the option of the holder, will expire
on September 11, 2024 and have an exercise price of $1.50 per share, subject to anti-dilution and other adjustments for certain
stock splits, stock dividends, or recapitalizations
.
The
Offering was made pursuant to a Registration Statement (No. 333-226988) on Form S-3, which was filed by the Company with the Securities
and Exchange Commission on August 23, 2018, and declared effective on August 30, 2018.
The
Offering closed on September 11, 2018 and the Company received net proceeds of approximately $18.3 million after deducting
underwriting discounts and commissions and estimated expenses payable by the Company associated with the offering. The Company
intends to use the net proceeds of the Offering to fund its continued research and development initiatives in connection with
expanding its product pipeline and for other general corporate purposes, including, but not limited to (i) progression of ADXS-HOT
into clinical research in both monotherapy and combination therapy; (ii) investment in ongoing clinical research in ADXS-PSA and
ADXS-NEO, both in monotherapy and combination therapy; and (iii) investment in ongoing clinical research with axalimogene filolisbac
in head and neck cancer and other HPV associated cancers, including any wind down costs associated with ongoing trials.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions.
The
foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached
hereto as Exhibit 1.1 and is incorporated herein by reference. Goodwin Procter LLP, counsel to the Company, delivered an opinion
as to l
egality of the issuance and sale of the Shares and the Warrants in the Offering
,
a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Warrant
Agency Agreement
On
September 11, 2018, the Company also entered into a warrant agency agreement (the “Warrant Agency Agreement”) with
Continental Stock Transfer and Trust Company, who will act as warrant agent for the Company in connection with the Warrants issued
in the Offering. A copy of the Warrant Agency Agreement and the form of Warrant included therein are attached hereto as Exhibits
4.1 and 4.2, respectively, and are incorporated herein by reference.