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): November 5, 2010
ADVAXIS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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00028489
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02-0563870
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(Commission
File Number)
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(IRS
Employer Identification Number)
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Technology
Centre of New Jersey
675
Rt. 1, Suite B113
North
Brunswick, N.J. 08902
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (732) 545-1590
Not
applicable
(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:
[ ] 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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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In
November 2010, Advaxis, Inc. (the “Company”) entered
into Note Purchase Agreements (the “Note Purchase Agreements”) with
certain accredited investors (collectively, the “Investors”), pursuant
to which the Investors acquired convertible promissory notes of the Company in
the aggregate principal face amount of $931,579, for an aggregate net purchase
price of $835,000 (the “Offering”). Notes
in the aggregate principal face amount of (i) $431,579 were issued with an
original issue discount of approximately 5% and mature in two months from the
date of issue (the “Two Month Notes”)
and (ii) $500,000 were issued with an original issue discount of
approximately 15% and mature in nine months from the date of issue (the
“Nine Month
Notes”, together with the Two Month Notes, the “Notes”). Each of the
Notes is convertible into shares of the Company’s common stock, $0.001 par value
(the “Common
Stock”) at $0.15 per share, all as more particularly described below and
in the form of Note attached hereto as Exhibit 4.1. In connection
with the purchase of the Notes, the Company issued to the Investors warrants to
purchase an aggregate of 3,087,500 shares of Common Stock (the “Warrants”), each at
an exercise price of $0.17 per share, subject to adjustments upon the occurrence
of certain events as more particularly described in the form of Warrant attached
hereto as Exhibit 4.2. The Warrants are exercisable at any time on or before the
fourth anniversary of the issue date of the Warrants. The Warrants
may only be exercised for cash.
Each of
the Notes may be retired sooner and may be prepaid at any time by the
Company without penalty. The Notes may be converted by the Investors
in whole or in part. To the extent an Investor does not elect to
convert its Notes as described above, the principal amount of the Notes not so
converted shall be payable in cash on the applicable maturity date.
The Notes
and Warrants include a limitation on conversion or exercise, which provides that
at no time will an Investor be entitled to convert any portion of the Notes or
exercise any number of Warrants, that would result in the beneficial ownership
by the Investor and its affiliates of more than 9.99% of the outstanding shares
of Common Stock on such date.
The
Company intends to use the proceeds from the Offering for among other things,
(i) costs and expenses relating to the Company’s clinical trials, (ii) costs and
expenses relating to the Offering, (iii) costs and expenses relating to
obtaining one or more follow-on financings and (iv) general working capital
purposes. The financing is intended to provide the Company with
temporary liquidity to conduct its business while it seeks to raise additional
capital.
In connection with the Offering, the Company paid commissions equal
to approximately $50,000 in cash and issued warrants to purchase 195,625 shares
of its Common Stock on substantially the same terms as the Warrants.
The Notes
and the Warrants were offered and sold to “accredited investors” (as defined in
section 501(a) of Regulation D) pursuant to an exemption from the registration
requirements under Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”) and Rule 506 of Regulation D promulgated
thereunder. The shares to be issued upon conversion of the Notes or
upon exercise of the Warrants have not been registered under the Securities Act
and may not be offered or sold in the United States in the absence of an
effective registration statement or exemption from the registration
requirements.
The
foregoing descriptions of the forms of the Note Purchase Agreements, Two Month
Notes, Nine Month Notes and Warrants do not purport to be complete and are
qualified in their entirety by reference to such documents, which are attached
hereto as Exhibits 10.1, 4.1 and 4.2 respectively, and incorporated herein by
this reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information provided in Item 1.01 is hereby incorporated by reference to this
Item 2.03.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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The
information provided in Item 1.01 is hereby incorporated by reference to this
Item 3.02.
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Item
9.01.
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Financial
Statements and Exhibits.
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4.1
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Form
of Convertible Promissory Note.
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4.2
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Form
of Common Stock Purchase Warrant.
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10.1
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Form
of Note Purchase Agreement.
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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.
| Dated: November
12, 2010 |
Advaxis,
Inc. |
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By:
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/s/ Mark
J. Rosenblum |
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Mark
J. Rosenblum |
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Chief
Financial Officer and Secretary |
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EXHIBIT
INDEX
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Exhibit No.
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Document Description
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4.1
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Form
of Convertible Promissory Note.
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4.2
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Form
of Common Stock Purchase Warrant.
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10.1
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Form
of Note Purchase
Agreement.
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