Item
2.02 Results of Operations and Financial Condition.
On
September 10, 2021, Advaxis, Inc. (the “Company”) issued a press release announcing its financial results for the third
fiscal quarter ended July 31, 2021 and providing a business update. A copy of the press release is furnished herewith as Exhibit 99.1.*
About
Advaxis, Inc.
Advaxis,
Inc. is a clinical-stage biotechnology company focused on the development and commercialization of proprietary attenuated Listeria monocytogenes
(Lm) based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live 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 and are designed to access and direct antigen presenting cells to stimulate
anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection
in the tumor microenvironment to enable T cells to eliminate tumors.
To
learn more about Advaxis, visit www.advaxis.com and connect on Twitter, LinkedIn, Facebook and YouTube.
Important
Information about the Merger and Where to Find It
This
Current Report on Form 8-K contains information that relates to a proposed transaction between the Company and Biosight Ltd. (“Biosight”)
pursuant to the Agreement and Plan of Merger and Reorganization, dated July 4, 2021 by and among the Company, Biosight and other parties
referenced therein (the “Merger Agreement”). This Current Report on Form 8-K does not constitute an offer to sell or exchange
or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the proposed Merger, the Company filed a registration statement on Form S-4 with the Securities and Exchange Commission
(the “SEC”) on August 25, 2021, which includes a proxy statement, information statement and prospectus (the “Registration
Statement”). This communication is not a substitute for the Registration Statement or for any other document that the Company may
file with the SEC or send to the Company’s stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND OTHER DOCUMENTS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, BIOSIGHT, THE MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of the
Registration Statement (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC
at http://www.sec.gov. The documents filed by the Company with the SEC also may be obtained free of charge at the Company’s website
at www.advaxis.com or by written request to the Company at 9 Deer Park Drive, Suite K-1, Monmouth Junction, NJ, Attention: Igor Gitelman,
VP of Finance and Chief Accounting Officer.
Participants
in the Solicitation
The
Company and Biosight and their respective directors and executive officers may be considered participants in the solicitation of proxies
with respect to the proposed transaction. Information regarding such directors and executive officers, including a description of their
interests, by security holdings or otherwise, in the proposed transaction will be set forth in the Registration Statement other relevant
materials to be filed with the SEC regarding the proposed transaction. Stockholders, potential investors and other interested persons
should read the Registration Statement carefully before making any voting or investment decisions. These documents, when available, can
be obtained free of charge as described in the preceding paragraph.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements are any statements that express the current beliefs and expectations of management, including but not limited to statements
related to the the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the
Company’s business and the price of the common stock of the Company; the failure of either party to satisfy any of the conditions
to the consummation of the proposed transaction, including the adoption of the Merger Agreement by the Company’s stockholders and
the receipt of certain governmental and regulatory approvals; uncertainties as to the timing of the consummation of the proposed transaction;
the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effect
of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results and business
generally; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention
as a result of the proposed transaction; risks related to diverting management’s attention from the Company’s ongoing business
operations; the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the proposed
transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the Company’s history of net operating
losses and uncertainty regarding its ability to achieve profitability; expected clinical development of the Company’s drug product
candidates, statements about the Company’s balance sheet position, including the sufficiency of the Company’s cash and cash
equivalents to fund its obligations into the future, and statements related to the goals, plans and expectations for the Company’s
ongoing clinical studies. These and other risks are discussed in the Company’s filings with the SEC, including, without limitation,
its Annual Report on Form 10-K, filed on January 22, 2021, and its periodic reports on Form 10-Q and Form 8-K. Any statements contained
herein that do not describe historical facts are forward-looking statements that are subject to risks and uncertainties that could cause
actual results, performance and achievements to differ materially from those discussed in such forward-looking statements. The Company
cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date they were made. The Company
undertakes no obligation to update or revise forward-looking statements, except as otherwise required by law, whether as a result of
new information, future events or otherwise.
Item
9.01 Exhibits.
(d)
Exhibits
*
The information in Item 2.02 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such a filing.