UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
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the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to §240.14a-12 |
ADVAXIS,
INC.
(Name of Registrant as Specified in Its Charter)
Not
Applicable
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
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(1) |
Title
of each class of securities to which transaction
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number of securities to which transaction applies: |
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined): |
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maximum aggregate value of transaction: |
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Leading
Independent Proxy Advisory Firm ISS Recommends Advaxis Stockholders
Vote “FOR” the Merger with Biosight
MONMOUTH
JUNCTION, N.J., Nov. 3, 2021 (GLOBE NEWSWIRE) — Advaxis, Inc.
(Nasdaq: ADXS), a clinical-stage biotechnology company focused on
the development and commercialization of immunotherapy products
today announced that leading proxy advisory firm Institutional
Shareholder Services Inc. (“ISS”) issued a report on November 1,
2021, recommending that Advaxis stockholders vote “FOR” the
merger of the Company with Biosight and recommends voting
“FOR” all proposals, at the Company’s Special Meeting
scheduled for November 16, 2021.
The
ISS recommendation stated, “The board ran what appears to have been
a thorough strategic review process, corresponding with over 200
potential counterparties on a broad variety of transaction types,
and no competing offers have been publicly disclosed since
announcement. The strategic rationale also appears logical, as it
will diversify the pipeline of product candidates, and is expected
to result in a combined company with a more stable financial
position. In light of these factors, support for the proposal is
warranted.”
In
addition, in recommending stockholders vote “FOR” the
reverse stock split proposal, ISS highlighted “the reverse split
may enable the company to maintain listing of its common stock on
the Nasdaq Capital Market.”
The
Special Meeting is scheduled to take place on November 16, 2021 at
10:00 AM Eastern Time unless postponed or adjourned to a later
date, in order to obtain the stockholder approvals necessary to
complete the merger and related matters. Advaxis stockholders will
be able to attend and participate in the Advaxis special meeting
online by visiting
www.virtualshareholdermeeting.com/ADXS2021SM where they will
be able to listen to the meeting live, submit questions and
vote.
To
vote, or if you have already voted and would like to change your
vote, or if you have any questions or need assistance voting your
shares, please call the firm assisting us with the solicitation of
proxies:
Kingsdale
Advisors
1-888-508-1560
(toll free)
contactus@kingsdaleadvisors.com
About
Advaxis, Inc.
Advaxis,
Inc. is a clinical-stage biotechnology company focused on the
development and commercialization of proprietary Lm-based
antigen delivery products. These immunotherapies are based on a
platform technology that utilizes live attenuated Listeria
monocytogenes (Lm) bioengineered to secrete antigen/adjuvant
fusion proteins. These Lm-based strains are believed to be a
significant advancement in immunotherapy as they integrate multiple
functions into a single immunotherapy and are designed to access
and direct antigen presenting cells to stimulate anti-tumor T cell
immunity, activate the immune system with the equivalent of
multiple adjuvants, and simultaneously reduce tumor protection in
the tumor microenvironment to enable T cells to eliminate
tumors.
To
learn more about Advaxis, visit www.advaxis.com and
connect on Twitter, LinkedIn, Facebook and YouTube.
Important Information about the Merger and Where to Find
It
This
press release contains information that relates to a proposed
transaction between the Company and Biosight Ltd. (“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”), the Company
filed with the SEC a definitive proxy statement / prospectus
contained in a registration statement on Form S-4, as amended, and
the Company has mailed the definitive proxy statement / prospectus
and other relevant documentation to Company stockholders. This
document does not contain all the information that should be
considered concerning the proposed transaction. It is not intended
to form the basis of any investment decision or any other decision
in respect of the proposed business combination. Advaxis
stockholders and other interested persons are advised to read the
definitive proxy statement / prospectus in connection with the
solicitation of proxies for the special meeting to be held to
approve the transactions contemplated by the proposed business
combination because these materials contain important information
about Biosight, Advaxis and the proposed transaction. The
definitive proxy statement / prospectus was mailed to Advaxis
stockholders of record as of September 19, 2021. Stockholders are
also able to obtain a copy of the definitive proxy statement /
prospectus 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.
Completion
of the proposed transactions is subject to approval by the
stockholders of Advaxis, Inc. and certain other conditions. The
proposed business combination is expected to close shortly after
the special meeting assuming all conditions are met.
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 definitive
proxy statement/prospectus filed with the SEC regarding the
proposed transaction. Stockholders, potential investors and other
interested persons should read the definitive proxy
statement/prospectus 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
This
press release contains forward-looking statements that are made
pursuant to the safe harbor provisions within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are any statements that express the
current beliefs and expectations of management, including but not
limited to statements related 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; expected clinical development of the Company’s drug
product candidates, statements about the Company’s balance sheet
position, including the sufficiency of the Company’s cash and cash
equivalents to fund its obligations into the future, and statements
related to the goals, plans and expectations for the Company’s
ongoing clinical studies. These and other risks are discussed in
the Company’s filings with the SEC, including, without limitation,
the definitive proxy statement on Schedule 14A, filed on October
29, 2021, its Annual Report on Form 10-K, filed on January 22,
2021, and its periodic reports on Form 10-Q and Form 8-K. Any
statements contained herein that do not describe historical facts
are forward-looking statements that are subject to risks and
uncertainties that could cause actual results, performance and
achievements to differ materially from those discussed in such
forward-looking statements. The Company cautions readers not to
place undue reliance on any forward-looking statements, which speak
only as of the date they were made. The Company undertakes no
obligation to update or revise forward-looking statements, except
as otherwise required by law, whether as a result of new
information, future events or otherwise.
Contact:
Tim McCarthy, LifeSci Advisors, LLC
212.915.2564
tim@lifesciadvisors.com
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