Current Report Filing (8-k)
September 20 2021 - 04:16PM
Edgar (US Regulatory)
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2021-09-20 2021-09-20 0001100397
ADXS:CommonStockParValue0.001PerShareMember 2021-09-20 2021-09-20
0001100397 ADXS:PreferredStockPurchaseRightsMember 2021-09-20
2021-09-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 20, 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,
NJ
|
|
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
5.03. |
Amendments to
Articles of Incorporation or Bylaws |
Amendment
and Restatement of Bylaws
On September
20, 2021, the Board of Directors (“Board”) of Advaxis, Inc. (the
“Company”) approved by unanimous written consent Amendment No. 1 to
the Second Amended and Restated By-Laws (the “By-Laws Amendment”),
which became effective immediately.
The Board
added a new Section 5 to Article VI of the Second Amended and
Restated By-Laws that designates the Court of Chancery of the State
of Delaware, or if the Court of Chancery does not have
jurisdiction, the federal district court for the District of
Delaware, as the sole and exclusive forum for certain legal
actions, unless the Company consents in writing to the selection of
an alternative forum. Additionally, the By-Laws Amendment assigns
the federal district courts of the United States of America to be
the sole and exclusive forum for the resolution of any complaint
asserting a cause of action arising under the Securities Act of
1933 and requires the consent, in writing, of the Company to the
selection of any alternative forum as it relates to such a
claim.
The
foregoing description of the By-Laws Amendment does not purport to
be complete and is qualified entirely by reference to the full text
of the By-Laws Amendment, which is attached as Exhibit 3.1 hereto
and is incorporated by reference herein.
(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.
| September 20,
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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