Current Report Filing (8-k)
April 05 2019 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported):
April 5, 2019 (April 2, 2019)
ADVAXIS,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
001-36138
|
|
02-0563870
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
305
College Road East
Princeton,
New Jersey, 08540
(Address
of Principal Executive Offices)
(609)
452-9813
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act.
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act.
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange Act.
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act.
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
[ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Item
1.01. Entry into a Material Definitive Agreement.
On
April 3, 2019, Advaxis, Inc., a Delaware Corporation (“the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with A.G.P./Alliance Global Partners (the “Underwriter”) in connection
with its previously announced public offering (the “Offering”) of 2,500,000 shares (the “Shares”) of the
Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $4.00 per
share.
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, as supplemented by a prospectus supplement
dated April 3, 2019.
The
Offering closed on April 5, 2019 and the Company received net proceeds of approximately $9.1 million after deducting underwriting
discounts and commissions and estimated expenses payable by the Company associated with the offering. The Company intends use
the net proceeds from this offering to fund its continued research and development initiatives in connection with its product
pipeline including, but not limited to, (i) investment in its ADXS-HOT program in both monotherapy and combination therapy and
new cancer types; (ii) investment in ongoing clinical research in ADXS-PSA and ADXS-NEO, in combination therapy; and (iii) general
corporate purposes.
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 full text of the Underwriting Agreement
which is attached hereto as Exhibit 1.1 and is incorporated herein by reference. Goodwin Procter LLP, counsel to the Company,
delivered an opinion as to legality of the issuance and sale of the Shares in the Offering, a copy of which is attached hereto
as Exhibit 5.1 and is incorporated herein by reference.
Item
3.03. Material Modification to Rights of Security Holders.
On
April 5, 2019, the exercise price of warrants issued by the Company in September 2018 (the “Warrants”) was reduced
from $0.30 per Warrant (or $4.50 per full share of Common Stock) to $0.248 per Warrant (or $3.72 per full share of Common Stock).
The reduction was the result of issuance of the Company’s common stock in the Offering. The full text of the notice of reduction
in the exercise price of the Warrants is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
8.01 Other Events.
The
Company issued press releases announcing the launch and pricing of the Offering on April 2, 2019 and April 3, 2019, respectively.
Copies of these press releases are attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as part of this report:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
ADVAXIS,
INC.
|
|
|
|
Date:
April 5, 2019
|
By:
|
/s/
Molly Henderson
|
|
|
Molly
Henderson
|
|
|
Executive
Vice President and Chief Financial Officer
|
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