ADVAXIS, INC. (NASDAQ:ADXS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On March 14, 2019, we entered into private exchange agreements with certain holders (the “Investors”) of warrants issued in connection with our September 2018 public offering of common stock and warrants (the “Warrants”). The Warrants being exchanged provide for the purchase of up to an aggregate of 12,852,989 shares of our common stock at an exercise price of $1.50, with an expiration date of September 11, 2024. to such exchange agreements, we agreed to issue 12,852,989 shares of common stock to the Investors in exchange for such Warrants on a 1:1 basis.
In connection with the exchanges, each of the Investors has agreed that, for fifteen (15) days following the exchange, they will limit their daily trading in our common stock to no more than 5% of the total volume of trading in the common stock as reported on the Nasdaq Global Market on such day. Additionally, we agreed that, for such fifteen (15) day period, we will not file a registration statement or otherwise sell or issue any shares of our common stock, other than in exchange for the Warrants or upon exercise of warrants or options that are outstanding on the date of the exchange.
The exchanges were consummated to ensure that we are well-positioned to take advantage of any strategic, collaboration, financing or other potential transactions in the near future. Except as otherwise disclosed above, no additional shares of common stock have been issued in connection with the exchanges on a fully diluted basis.
The description of the exchange agreements is qualified in its entirety by reference to the full and complete terms of such agreements, the form of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending April 30, 2019.
Item 3.02. Unregistered Sale of Equity Securities.
The information contained in Item 1.01 of this Current Report is incorporated herein by reference. The exchange of the warrants for the shares of common stock was exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
About ADVAXIS, INC. (NASDAQ:ADXS)
Advaxis, Inc. is a clinical-stage biotechnology company. The Company’s immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm or Listeria) bioengineered to secrete antigen/adjuvant fusion proteins. It is focused on the discovery, development and commercialization of Lm-LLO cancer immunotherapies. The Company’s immunotherapy candidates include Axalimogene filolisbac, ADXS-PSA and ADXS-HER2. Axalimogene filolisbac (ADXS-HPV) is a lead Lm-LLO immunotherapy product candidate for the treatment of human papilloma virus (HPV) associated cancers. ADXS-PSA is an Lm-LLO immunotherapy product candidate designed to target the Prostate Specific Antigen (PSA) associated with prostate cancer. ADXS-HER2 is an Lm-LLO immunotherapy product candidate designed for the treatment of Human Epidermal Growth Factor Receptor 2 (HER2) expressing cancers, including human and canine osteosarcoma, breast, gastric and other cancers.