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 1, 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
|
|
(Commission
File Number)
|
(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))
Item
1.01. Entry into a Material Definitive Agreement.
On
February 1, 2010, Advaxis, Inc. (the “Company”) and Gem
Partners L.P. (the “Holder”) entered into
an amendment (the “Amendment”) to a
Senior Promissory Note in the original principal face amount of $588,235 (the
“Note”). The
Note was issued with an original issue discount of 15%. The Amendment provides,
among other things, that: (a) the maturity date of the Note is to be extended to
February 16, 2010; (b) on the maturity date, the Company will pay the Holder an
amount equal to five percent (5%) of the principal amount outstanding under the
Note on the date of the Amendment; (c) the Company will pay down the principal
face amount of the Note by an amount in cash equal to the original issue
discount amount of 15%; (d) upon the maturity date or the occurrence of an event
of default, the Holder has the option to convert the outstanding amounts under
the Note into the Company’s common stock, $0.001 par value (the “Common Stock”), based
on a conversion prices equal to the lesser of (i) 50% of the average volume
weighted average price (“VWAP”) per share for
the five consecutive trading days immediately preceding December 28, 2009 and
(ii) 50% of the VWAP per share of the Common Stock on the five consecutive
trading days immediately preceding the date of the notice of conversion; and (e)
the terms of existing warrants to purchase 1,470,588 shares of our Common Stock
issued with the Note (the “Existing Warrants”)
are amended to provide additional anti-dilution protections to the Holder. In
connection with the Amendment, the Company issued the Holder new warrants to
purchase an additional 588,235 shares of Common Stock (the “New Warrants”) at an
exercise price of $0.17 per share, on terms that are substantially similar to
the Existing Warrants. Further, the Company has agreed that the net proceeds of
any sale of securities pursuant to the Company’s Preferred Stock Purchase
Agreement dated September 24, 2009 with Optimus Capital Partners, LLC (or any
other equity line of credit entered into while the Note is outstanding) will be
applied on the maturity date to repay amounts outstanding under the
Note.
In
addition, Thomas A. Moore, the Company’s Chief Executive Officer, has agreed
that the Company will not make any payments to him on any indebtedness owed by
the Company to him for so long as any amounts due under the Note are
outstanding; however, the Company will be permitted to pay any deferred salary
currently owed to Mr. Moore (approximately $55,000) and any future salary or
other amounts payable to Mr. Moore relating to his employment by the
Company.
The form
of Amendment is attached hereto as Exhibit 4.1, the amended and restated form of
the Existing Warrants is attached hereto as Exhibit 4.2 and the form of the New
Warrants is attached hereto as Exhibit 4.3.
Item
3.02. Unregistered Sales of Securities.
The
information provided in Item 1.01 is hereby incorporated by reference to this
Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits
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4.1
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Form
of Amendment to Senior Promissory
Note.
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4.2
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Form
of Amended and Restated Common Stock Purchase
Warrant.
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4.3
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Form
of Common Stock Purchase Warrant.
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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: February
5, 2010 |
Advaxis, Inc. |
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By:
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/S/
THOMAS A. MOORE |
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Thomas
A. Moore, Chief Executive Officer |
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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 Amendment to Senior Promissory Note.
|
|
4.2
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Form
of Amended and Restated Common Stock Purchase Warrant.
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4.3
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Form
of Common Stock Purchase Warrant.
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