Current Report Filing (8-k)
November 17 2021 - 05:18PM
Edgar (US Regulatory)
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2021-11-16 0001100397 ADXS:CommonStockParValue0.001PerShareMember
2021-11-16 2021-11-16 0001100397
ADXS:PreferredSharePurchaseRightsMember 2021-11-16 2021-11-16
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):
November 16, 2021
ADVAXIS, INC.
(Exact name
of registrant as specified in its charter)
Delaware |
|
001-36138 |
|
02-0563870 |
(State or
other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
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 Share 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 5.07
Submission of Matters to a Vote of Security Holders
Advaxis,
Inc. (the “Company”) convened its Special Meeting of Stockholders
(the “Special Meeting”) on November 16, 2021. The purpose of the
Special Meeting was described in the Company’s definitive proxy
statement as filed with the Securities and Exchange Commission on
October 21, 2021 (the “Definitive Proxy Statement”).
At the close
of business on September 17, 2021, the record date for the
determination of stockholders entitled to vote at the Special
Meeting, there were 145,638,459 shares of the Company’s Common
Stock outstanding and entitled to vote at the Special Meeting. The
holders of 79,512,495 shares of the Company’s Common Stock were
represented virtually or by proxy at the Special Meeting,
constituting a quorum.
The final
voting results for Proposal 5, as described in the Definitive Proxy
Statement, are set forth below. In accordance with the authority
granted pursuant to Proposal 5, the Special Meeting was adjourned
in order to allow additional time for stockholders to vote on
Proposals 1, 2, 3 and 4. The adjourned Special Meeting will be
reconvened at 10 a.m., Eastern Time, on December 7, 2021 at
www.virtualshareholdermeeting.com/ADXS2021SM. The matter of
business before the reconvened Special Meeting will be for
stockholders to vote on Proposals 1, 2, 3 and 4, as described in
the Definitive Proxy Statement.
Adjournment Proposal —
Proposal to adjourn the vote on certain of the proposals presented
at the Special Meeting
The vote to
adjourn the Special Meeting to December 7, 2021 to solicit
additional proxies to vote in favor of the Proposals described in
the Definitive Proxy Statement, was as follows:
For |
|
Against |
|
Abstain |
47,691,536 |
|
30,225,652 |
|
1,595,307 |
Item 8.01
Other Events
In
accordance with the Adjournment Proposal, which was approved by the
stockholders, the Special Meeting was adjourned to December 7,
2021, at 10 a.m. Eastern Time with respect to Proposals 1, 2, 3 and
4.
The
adjourned Special Meeting will be held at the same virtual meeting
location, on December 7, 2021, at 10 a.m. Eastern Time at
www.virtualshareholdermeeting.com/ADXS2021SM. This will enable the
Company’s stockholders of record as of the record date, which was
September 17, 2021, additional time to consider and vote on
Proposal Nos. 1, 2, 3 and 4, and enable the Company’s proxy
solicitor, Kingsdale Advisors, more time to assist the Company with
the solicitation of stockholder votes on Proposal Nos. 1, 2, 3 and
4.
At the
adjourned Special Meeting on December 7, 2021, stockholders will be
deemed to be present in person and vote at such adjourned meeting
in the same manner as disclosed in the definitive proxy statement
the Company filed with the Securities and Exchange Commission on
October 21, 2021 and mailed to the stockholders. Valid proxies
submitted prior to the reconvened Special Meeting will continue to
be valid for the upcoming reconvened Special Meeting, unless
properly changed or revoked prior to votes being taken at such
reconvened Special Meeting.
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.
November 17,
2021 |
ADVAXIS,
INC. |
|
|
|
|
By: |
/s/
Kenneth A. Berlin |
|
Name: |
Kenneth A.
Berlin |
|
Title: |
President,
Chief Executive Officer and
Interim
Chief Financial Officer
|
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