Current Report Filing (8-k)
February 14 2020 - 4:05PM
Edgar (US Regulatory)
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): February 12, 2020
ADVAXIS,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
|
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001-36138
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02-0563870
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(State
or other jurisdiction
of
incorporation)
|
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(Commission
File
Number)
|
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(IRS
Employer
Identification
No.)
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305
College Road East
Princeton,
New Jersey
|
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08540
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(Address
of principal executive offices)
|
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(Zip
Code)
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Registrant’s
telephone number, including area code: (609) 452-9813
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(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.001 per share
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ADXS
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Nasdaq
Global Select Market
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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
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
February 12, 2020, the Board of Directors (the “Board”) of Advaxis, Inc. (the “Company”)
amended and restated the Company’s by-laws, effective immediately, to implement a majority voting standard for directors
in uncontested director elections. In particular, the amended and restated by-laws (the “By-Laws”) include
the following changes:
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●
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the
standard for uncontested elections of directors was changed to a majority voting standard so that a nominee for director will
be elected to the Board if the votes cast “for” such nominee’s election exceed the votes cast “against”
such nominee’s election;
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●
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nominees
for director will continue to be elected by a plurality of the votes cast if the election is a contested election as defined
in the By-Laws;
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●
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as
a condition to being nominated to stand for election as director, a proposed nominee must deliver an irrevocable letter of
resignation as a director, effective upon such person’s failure to receive the required vote for reelection at the next
annual meeting of stockholders at which such person would face reelection; and
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●
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if
a nominee for director is not elected and the nominee is an incumbent director, the Nominating and Corporate Governance Committee
of the Board (the “Committee”) will make a recommendation to the Board as to whether to accept or
reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation,
taking into account the Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation
and the rationale behind the decision within 90 calendar days from the date of the certification of the election results.
The Committee, in making its recommendation, and the Board, in making its decision, may each consider any factors or other
information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate
in the recommendation of the Committee or the decision of the Board with respect to his or her tender of resignation, but
may participate in the recommendation or the decision regarding another director’s tender of resignation.
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The
foregoing summary of the changes reflected in the By-Laws is qualified in its entirety by reference to the full text of the By-Laws,
a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
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.
February
14, 2020
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ADVAXIS,
INC.
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By:
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/s/
Molly Henderson
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Name:
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Molly
Henderson
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Title:
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Executive
Vice President and Chief Financial Officer
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