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): August 11,
2021
ADVAXIS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-36138 |
|
02-0563870 |
(State or
other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
9 Deer
Park Drive, Suite K-1,
Monmouth
Junction, New Jersey
|
|
08852 |
(Address of
principal executive offices) |
|
(Zip
Code) |
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):
☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
|
☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of
each class |
|
Trading
Symbol(s) |
|
Name of each
exchange on which registered |
Common
stock, par value $0.001 per share |
|
ADXS |
|
Nasdaq
Capital Market |
Preferred Stock
Purchase Rights |
|
- |
|
Nasdaq
Capital Market |
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 8.01
Other Events
As
previously disclosed on its Current Report on Form 8-K filed on
April 10, 2020, Advaxis, Inc. (“Advaxis” or the “Company”) 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(a)(1) because the closing bid price for Advaxis’ common
stock had closed below $1.00 per share for the previous 30
consecutive business days (the “bid-price requirement”). As also
disclosed on its Current Report on Form 8-K filed on June 25, 2020,
Advaxis received a letter (“New Notice”) from the Staff of the
Nasdaq on April 17, 2020 indicating that, due to extraordinary
market conditions, Nasdaq has tolled the compliance period for the
bid-price requirement. In accordance with the April 17, 2020 notice
from Nasdaq, Advaxis had until December 21, 2020 to regain
compliance with the bid price requirement.
As of
December 21, 2020, Advaxis was yet to be in compliance with the
bid-price requirement as discussed above. On December 22, 2020,
Advaxis received notification from Nasdaq that its application to
transfer the listing of its common stock from the Nasdaq Global
Select Market to the Nasdaq Capital Market had been approved.
Advaxis’s securities were transferred to the Nasdaq Capital Market
at the opening of business on December 24, 2020, and it will have
an additional 180 days, or until June 21, 2021, to regain
compliance with the bid-price requirement.
On June 22,
2021, Advaxis received notification from Nasdaq that the Company
had not regained compliance with the bid-price requirement. The
notification indicated that the Company’s common stock would be
subject to delisting unless the Company timely requests a hearing
before a Nasdaq Hearing Panel (“Panel”). The Company timely
requested a hearing and the hearing was held on July 29,
2021.
On August
11, 2021, Advaxis issued a press release announcing that it has
received a letter indicating that following the Company’s hearing
before the Panel, the Panel determined to grant the Company an
extension through November 22, 2021, to evidence compliance with
Nasdaq’s $1.00 Minimum Bid Price Rule and complete its previously
announced merger transaction (the “Merger”) with Biosight,
Ltd.
(“Biosight”). Pursuant to the Nasdaq
Listing Rules, the combined company will be required to meet all
applicable initial listing requirements upon the closing of the
merger, including the $4 per share price requirement. A copy of the
press release is attached hereto as Exhibit 99.1.
Important
Information about the Merger and Where to Find
It
This Form
8-K relates to a proposed transaction between the Company and
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 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 intends to file relevant materials
with the Securities and Exchange Commission (the “SEC”), including
the Registration Statement, which will include a proxy statement,
information statement and prospectus. 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
Certain of
the statements made in this Form 8-K are forward looking for
purposes of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including, but not limited to, those
relating to the Merger and the completion thereof. In some cases,
you can identify these statements by forward-looking words such as
“may,” “will,” “continue,” “anticipate,” “intend,” “could,”
“project,” “expect” or the negative or plural of these words or
similar expressions. Forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties
that could cause actual results and events to differ materially
from those anticipated, including, but not limited to, 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; the Company’s ability to develop and
commercialize product candidates; the Company’s ability to use and
expand technology platforms to build a pipeline of product
candidates; the Company’s ability to obtain and maintain regulatory
approval of product candidates; the Company’s ability to operate in
a competitive industry and compete successfully against competitors
that have greater resources; the Company’s reliance on third
parties; the Company’s ability to obtain and adequately protect
intellectual property rights for product candidates; and the
effects of COVID-19 on clinical programs and business operations.
The Company’s discusses many of these risks in greater detail under
the heading “Risk Factors” contained in quarterly report on Form
10-Q for the quarter ended April 30, 2021, filed with the SEC on
June 14, 2021, and its other filings with the SEC. Any
forward-looking statements in this Form 8-K speak only as of the
date of this Form 8-K. However, while the Company and Biosight may
elect to update these forward-looking statements at some point in
the future, the Company and Biosight specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing the Company’s and Biosight’s
assessments as of any date subsequent to the date of this Form 8-K.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Item 9.01
Exhibits.
(d)
Exhibits
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.
August 11,
2021 |
ADVAXIS,
INC. |
|
|
|
|
By: |
/s/
Kenneth A. Berlin |
|
Name: |
Kenneth A.
Berlin |
|
Title: |
President and Chief
Executive Officer, Interim Chief Financial Officer |
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