Current Report Filing (8-k)
October 16 2020 - 5:05PM
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): October 16, 2020
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.)
|
305
College Road East
Princeton, New Jersey
|
|
08540
|
(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
Global Select 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
1.01
|
Entry into a Material Definitive Agreement
|
On
October 16, 2020, we entered into private exchange agreements with Anson Investments Master Fund LP and CVI Investments,
Inc. (the “Investors”) of warrants issued in connection with our January 2020 public offering of common stock and
concurrent private placement of warrants (the “Warrants”). The Warrants being exchanged provide for the purchase of
up to an aggregate of 5,000,000 shares of our common stock at an exercise price of $1.25 per share. The warrants became exercisable
on July 21, 2020 and have an expiration date of July 21, 2025. Pursuant to such exchange agreements, we agreed to issue 3,000,000
shares of common stock to the Investors in exchange for such Warrants on a 1:0.6 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 10% of the cumulative trading volume of the common stock for such
date (which cumulative trading volume shall include pre-market, market and post-market trading volume for such date) as reported
by Bloomberg, LP.
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 Annual Report on Form 10-K for the year ending October 31, 2020.
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.
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.
October
16, 2020
|
ADVAXIS,
INC.
|
|
|
|
|
By:
|
/s/
Kenneth A. Berlin
|
|
Name:
|
Kenneth
A. Berlin
|
|
Title:
|
President
and Chief Executive Officer
|
Ayala Pharmaceuticals (QX) (USOTC:ADXS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ayala Pharmaceuticals (QX) (USOTC:ADXS)
Historical Stock Chart
From Apr 2023 to Apr 2024