Current Report Filing (8-k)
February 22 2018 - 5:36PM
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 22, 2018
ADVAXIS,
INC.
(Exact
Name of Registrant as Specified in 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)
(609)
452-9813
(Registrant’s
telephone number, including area code)
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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act.
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act.
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange Act.
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act.
|
Indicate
by check mark whether the registrant is an emerging growth company 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
8.01. Other Events.
On
February 22, 2018, Advaxis, Inc., a Delaware Corporation (“Advaxis” or the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Guggenheim Securities, LLC (the “Underwriters”).
Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase
for resale to the public, in a firm commitment underwritten public offering, 10,000,000 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 $2.00 per
share, less underwriting discounts and commissions. In addition, pursuant to the Underwriting Agreement, the Company has granted
the Underwriters an option, exercisable for 30 days, to purchase up to an additional 807,697 shares of Common Stock (the “Optional
Shares” and, together with the Shares, the “Offered Shares”). The sale of the Offered Shares was registered
pursuant to a Registration Statement (No. 333-216008) on Form S-3, as amended, which was filed by the Company with the Securities
and Exchange Commission on March 17, 2017, and declared effective on March 20, 2017. A copy of the Underwriting Agreement is attached
hereto as Exhibit 1.1 and is incorporated by reference herein.
Jefferies
LLC and Guggenheim Securities, LLC are acting as joint book-running managers for the offering.
The
net proceeds to the Company are expected to be approximately $18.5 million, assuming no exercise of the option to purchase Optional
Shares and after deducting underwriting discounts and commissions and estimated expenses payable by the Company associated with
the offering.
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.
Alston
& Bird LLP, counsel to the Company, delivered an opinion as to the validity of the Offered Shares, a copy of which is attached
hereto as Exhibit 5.1 and is incorporated by reference herein.
Advaxis
has issued a press release announcing the pricing of the above-described offering. A copy of the press release is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as part of this report:
SIGNATURES
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.
|
ADVAXIS,
INC.
(Registrant)
|
|
|
|
Date:
February 22, 2018
|
By:
|
/s/
Sara Bonstein
|
|
|
Sara
Bonstein
|
|
|
Executive
Vice President and Chief Financial Officer
|
Ayala Pharmaceuticals (QX) (USOTC:ADXS)
Historical Stock Chart
From Apr 2024 to May 2024
Ayala Pharmaceuticals (QX) (USOTC:ADXS)
Historical Stock Chart
From May 2023 to May 2024