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 15, 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))
Item
3.02 Unregistered Sales of Equity Securities.
On
November 15, 2010, Advaxis, Inc. (the “Company”) issued and
sold 61 shares of non-convertible, redeemable Series B preferred stock (“Series B Preferred
Stock”) to Optimus Life Sciences Capital Partners LLC (the “Investor”) pursuant
to the terms of a Preferred Stock Purchase Agreement between the Company and the
Investor dated July 19, 2010 (the “Purchase
Agreement”). The aggregate purchase price for the shares of
Series B Preferred Stock was $610,000. Under the terms of the
Purchase Agreement, the Investor remains obligated, from time to time until July
19, 2013, to purchase up to an additional 400 shares of Series B Preferred Stock
at a purchase price of $10,000 per share upon notice from the Company to the
Investor, and subject to the satisfaction of certain conditions, as set forth in
the Purchase Agreement.
The
Series B Preferred Stock was offered and sold in a private placement transaction
made in reliance upon exemptions from registration pursuant to Section 4(2) of
the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.
Item
8.01 Other Events.
In
connection with the issuance by the Company of the Series B Preferred Stock
described above, an affiliate of the Investor exercised a warrant to purchase
5,312,903 shares of the Company’s common stock, $0.001 par value (the “Common Stock”) at an
exercise price of $0.155 per share. As permitted by the terms of such
warrant, the aggregate exercise price of $823,500 received by the Company is
payable pursuant to a four-year full recourse promissory note bearing interest
at the rate of 2% per year.
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.
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Dated: November
16, 2010
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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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