ADVAXIS, INC. (NASDAQ:ADXS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On November 24, 2020, in connection with the previously-announced pricing of an underwritten public offering of 26,666,666 shares of common stock and common stock warrants to purchase up to 13,333,333 shares of common stock (the “Offering”), Advaxis, Inc. (the “Company”) entered into an underwriting agreement, dated November 24, 2020 (the “Underwriting Agreement”), with A.G.P./Alliance Global Partners, acting as the representative of the underwriters named therein (the “Underwriters”). The shares of common stock and warrants were offered together at a combined public offering price of $0.30 per share. The warrants will have an exercise price of $0.35 per share, will be immediately exercisable and will expire five years from the date of issuance. The Company has granted the Underwriters a 30-day option to purchase up to an additional 3,999,999 shares of common stock and/or 1,999,999 warrants to cover over-allotments, if any.
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 November 24, 2020.
A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 and incorporated herein by reference, and a copy of the form of warrant is filed as Exhibit 4.1 and incorporated herein by reference. The foregoing description of the Underwriting Agreement and the terms of the warrants are qualified in their entirety by reference to the Underwriting Agreement and the form of warrant.
On November 27, 2020, the Company completed the Offering. On November 24, 2020, the Underwriters notified the Company that they had exercised their option to purchase an additional 3,999,999 shares of common stock and 1,999,999 warrants in full. After giving effect to the full exercise of the Underwriters’ option, the Company issued and sold an aggregate 30,666,665 shares of common stock and warrants to purchase up to 15,333,332 shares of common stock in the Offering, to the Company’s existing shelf registration statement on Form S-3 (File No. 333-226988). The Company received gross proceeds of approximately $9.2 million, before deducting the underwriting discounts and commissions and fees and expenses payable by the Company in connection with the Offering. A.G.P./Alliance Global Partners acted as sole book-running manager for the Offering.
The Company’s press release announcing the closing of the Offering is attached as Exhibit 99.1 and is incorporated herein by reference.
(d)
| Exhibit No. | Exhibit Name |
| 1.1 | Underwriting Agreement, dated as of November 24, 2020, by and between Advaxis, Inc. and A.G.P./Alliance Global Partners |
| 4.1 | Form of Warrant |
| 5.1 | Opinion of Morgan, Lewis & Bockius LLP |
| 23.1 | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1) |
| 99.1 | Press Release of Advaxis, Inc., dated November 27, 2020 |
Advaxis, Inc. Exhibit
EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT between ADVAXIS,…
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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.