Current Report Filing (8-k)
September 13 2019 - 4:31PM
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): September 13, 2019 (September 11, 2019)
ADVAXIS,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-36138
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02-0563870
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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305
College Road East
Princeton,
New Jersey, 08540
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act.
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act.
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange Act.
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange
on which registered
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Common stock, par
value $0.001 per share
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ADXS
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Nasdaq Global Select
Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
September 11, 2019, Advaxis, Inc. (“Advaxis”) received written notice from the staff (the “Staff”) of
the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that Advaxis was not in compliance
with Nasdaq Listing Rule 5450(b)(1)(C) because Advaxis’ Market Value of Publicly Held Shares (“MVPHS”) has been
below $5,000,000 for the last 30 consecutive business days. Nasdaq calculates MVPHS based on the last reported principal stockholders
table (which Advaxis filed on July 24, 2019) by subtracting from the total shares of common stock outstanding any shares held
by officers, directors or any person who beneficially owns more than 10% of the total shares outstanding.
The
notification of noncompliance has no immediate effect on the listing or trading of Advaxis common stock on the Nasdaq Global Select
Market under the symbol “ADXS,” and Advaxis is currently monitoring the MVPHS and evaluating its alternatives, if
appropriate, to regain compliance with this rule. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), Advaxis has 180 calendar
days from the date of such notice, or until March 9, 2020, to regain compliance with the minimum MVPHS. To regain compliance,
Advaxis’ MVPHS must be at least $5,000,000 for a minimum of 10 consecutive business days during the 180 calendar day compliance
period. If Advaxis regains compliance, Nasdaq will provide Advaxis with written confirmation and will close the matter.
If
Advaxis does not regain compliance with Rule 5450(b)(1)(C) by March 9, 2020, Nasdaq will provide notice to Advaxis that its common
stock will be subject to delisting. In the event of such a notification, Advaxis may appeal the Staff’s determination to
delist its securities to a Nasdaq Listing Qualifications Panel (the “Panel”). Advaxis expects that its stock would
remain listed pending the Panel’s decision. However, there can be no assurance that, if Advaxis does appeal the delisting
determination by the Staff to the Panel, that such appeal would be successful.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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ADVAXIS,
INC.
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(Registrant)
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Date:
September 13, 2019
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By:
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/s/
Molly Henderson
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Molly
Henderson
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Executive
Vice President and Chief Financial Officer
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