Current Report Filing (8-k)
May 08 2020 - 4:06PM
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): May 8, 2020
ADVAXIS,
INC.
(Exact
name of registrant as specified in its 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
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08540
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (609) 452-9813
(Former
name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 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
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Entry
into a Material Definitive Agreement.
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On May 8, 2020, Advaxis, Inc. (the “Company”)
entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners, as sales agent (“A.G.P.”),
pursuant to which the Company may offer and sell (the “Offering”), from time to time, at its option, through or to
A.G.P., up to an aggregate of $40,000,000 of shares of the Company’s common stock, $0.001 par value per share (the “Shares”).
Any Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to the Company’s Registration
Statement on Form S-3 (File No. 333-226988), filed with the Securities and Exchange Commission (the “SEC”) on August,
23, 2018, and declared effective on August 30, 2018 (the “Registration Statement”) and the prospectus supplement relating
to the Offering, dated May 8, 2020, that will be filed with the SEC, by methods deemed to be an “at the market offering”
as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or if specified by the Company, by any
other method permitted by law, including, but not limited to, in negotiated and block transactions.
Subject
to the terms of the Sales Agreement, A.G.P. will use its commercially reasonable efforts to sell the Shares from time to time,
based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions
the Company may impose). The Company cannot provide any assurances that it will issue any Shares pursuant to the Sales Agreement.
The Company will pay A.G.P. a commission at a fixed rate of 3.0% of the gross proceeds from each sale of the Shares under the
Sales Agreement. The Company will also reimburse A.G.P. for certain expenses incurred in connection with the Sales Agreement
and agreed to provide A.G.P. with customary indemnification rights with respect to certain liabilities, including liabilities
under the Securities Act and the Securities Exchange Act of 1934, as amended.
The
Sales Agreement will terminate upon the earliest of (a) the sale of the maximum number or amount of the Shares permitted to be
sold under the Sales Agreement, (b) the termination of the Sales Agreement by either of the parties thereto, and (c) the expiration
of the Registration Statement on the third anniversary of the Registration Statement’s initial effective date.
The
Company currently intends to use any net proceeds from the Offering to fund its continued research and development initiatives
in connection with expanding its product pipeline including, but not limited to, investment in its ADXS-HOT program and for general
corporate purposes.
The
foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall
there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or country.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
SIGNATURE
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.
May
8, 2020
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ADVAXIS,
INC.
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By:
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/s/
Molly Henderson
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Name:
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Molly
Henderson
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Title:
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Executive
Vice President and Chief Financial Officer
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