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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 22, 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 had
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 as disclosed on its Current Report on Form
8-K filed on August 11, 2021.
On November
22, 2021, Advaxis issued a press release announcing that it has
received a letter on November 19, 2021 indicating that the Panel
had granted an extension to the original November 22, 2021 deadline
to demonstrate compliance for Nasdaq listing standards. The
extension is subject to the condition that on or before December
20, 2021, Advaxis will have completed its business combination and
satisfied all Nasdaq initial listing requirements. A copy of the
press release is attached hereto as Exhibit 99.1.
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 July 31, 2021, filed with the SEC on
September 10, 2021, the registration statement on Form S-4 filed by
the Company, the proxy statement of the Company with respect to the
vote of its stockholders to approve the transactions, 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.
Additional
Information
This Current
Report on Form 8-K may be deemed to be solicitation material in
respect of the proposed transaction. In connection with the
proposed transaction, the Company filed with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4,
declared effective on October 20, 2021, that includes a document
that serves as a prospectus of the Company and a proxy statement of
the Company (the “proxy statement/prospectus/information
statement”), and the Company has filed and may hereafter file other
documents regarding the proposed transaction with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS/INFORMATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS THAT HAVE BEEN OR ARE HEREAFTER FILED WITH THE SEC
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION.
The proxy
statement/prospectus/information statement and other documents
relating to the proposed transaction can be obtained free of charge
from the SEC’s website or from the Company. The documents filed by
the Company with the SEC may be obtained free of charge at the
Company’s website at www.advaxis.com or at the SEC’s website at
www.sec.gov. These documents may also be obtained free of charge
from the Company by contacting the Company’s external Investor
Relations firm, LifeSci Advisors, LLC, at tim@lifesciadvisors.com.
This
document shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as
amended.
Participants in
the Solicitation
The Company
and its respective directors and executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
Merger. Information about the directors and executive officers of
the Company is available in the Company’s Form 10-K/A filed with
the SEC on February 26, 2021. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
are contained in the proxy statement/prospectus/information
statement and other relevant materials to be filed with the SEC
regarding the Merger when they become available. Investors should
read the proxy statement/prospectus/information statement carefully
when it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
Company as indicated above.
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.
November 22,
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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