ADVAXIS, INC. (NASDAQ:ADXS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On April 3, 2019, Advaxis, Inc., a Delaware Corporation (“the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners (the “Underwriter”) in connection with its previously announced public offering (the “Offering”) of 2,500,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $4.00 per share.

The Offering was made to a Registration Statement (No. 333-226988) on Form S-3, which was filed by the Company with the Securities and Exchange Commission on August 23, 2018, and declared effective on August 30, 2018, as supplemented by a prospectus supplement dated April 3, 2019.

The Offering closed on April 5, 2019 and the Company received net proceeds of approximately $9.1 million after deducting underwriting discounts and commissions and estimated expenses payable by the Company associated with the offering. The Company intends use the net proceeds from this offering to fund its continued research and development initiatives in connection with its product pipeline including, but not limited to, (i) investment in its ADXS-HOT program in both monotherapy and combination therapy and new cancer types; (ii) investment in ongoing clinical research in ADXS-PSA and ADXS-NEO, in combination therapy; and (iii) general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to full text of the Underwriting Agreement which is attached hereto as Exhibit 1.1 and is incorporated herein by reference. Goodwin Procter LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Shares in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

On April 5, 2019, the exercise price of warrants issued by the Company in September 2018 (the “Warrants”) was reduced from $0.30 per Warrant (or $4.50 per full share of Common Stock) to $0.248 per Warrant (or $3.72 per full share of Common Stock). The reduction was the result of issuance of the Company’s common stock in the Offering. The full text of the notice of reduction in the exercise price of the Warrants is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

The Company issued press releases announcing the launch and pricing of the Offering on April 2, 2019 and April 3, 2019, respectively. Copies of these press releases are attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Advaxis, Inc. Exhibit
EX-1.1 2 ex1-1.htm   UNDERWRITING AGREEMENT   between   ADVAXIS,…
To view the full exhibit click here

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.