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
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Advaxis,
Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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00028489
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02-0563870
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Technology
Center of New Jersey
675
Rt. 1, Suite B113
North
Brunswick, New Jersey
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08902
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (732)
545-1590
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(Former
name or former address, if changed since last
report.)
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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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
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
Item
3.02 Unregistered
Sales of Equity Securities
On
October 17, 2007, pursuant to a Securities Purchase Agreement, Advaxis, Inc.
(“Registrant”)
sold
for an aggregate price of $7,384,235.10 in a private placement transaction
Units
of its Common Stock and warrants to purchase its Common Stock to 58 accredited
investors at a price of $0.15 per Unit; each Unit consisted of one share
of its
Common Stock and ¾ of a five-year warrant to purchase one share of Common Stock
at an exercise price of $0.20 per share (the “$0.20
Warrants”).
An
aggregate of (i) 49,228,334 shares of Common Stock and (ii) 36,921,250 $0.20
Warrants were sold.
Pursuant
to the related Placement Agency Agreement with Carter Securities, LLC,
Registrant paid the placement agent $354,438.84 in cash commissions and
reimbursement of expenses and issued to it 2,949,333 $0.20 Warrants. The
Registrant’s offering expenses, including legal fees, amounted to
$165,250.
Concurrent
with the closing of the private placement, Registrant sold for $1,996,666.66
to
CAMOFI Master LDC and CAMHZN Master LDC, affiliates of its financial advisor,
Centrecourt Asset Management (“Centrecourt”),
an
aggregate of (i) 10,000,000 shares of Common Stock, (ii) 10,000,000
$0.20 Warrants, and (iii) 5-year warrants to purchase an additional 3,333,333
shares of Common Stock at a purchase price of $0.001/share (the “$0.001
Warrants”).
Registrant and the two purchasers agreed that the purchasers would be bound
by
and entitled to the benefits of the Securities Purchase Agreement as if they
had
been signatories thereto. The $0.20 Warrants and $0.001 Warrants contain
the
same terms, except for the exercise price. Both warrants provide that they
may
not be exercised if, following the exercise, the holder will be deemed to
be the
beneficial owner of more than 9.99% of Registrant’s outstanding shares of Common
Stock. Pursuant to a consulting agreement dated August 1, 2007 with Centrecourt
with respect to the anticipated financing, in which Centrecourt was engaged
to
act as Registrant’s financial advisor, Registrant paid Centrecourt $328,000 in
cash and issued 2,483,333 $0.20 Warrants to Centrecourt, which Centrecourt
assigned to the two affiliates.
All
of
the $0.20 Warrants and $0.001 Warrants provide for adjustment of their exercise
prices upon the occurrence of certain events, such as payment of a stock
dividend, a stock split, a reverse split, a reclassification of shares, or
any
subsequent equity sale, rights offering, pro
rata
distribution, or any fundamental transaction such as a merger, sale of all
of
its assets, tender offer or exchange offer, or reclassification of its common
stock. If at any time after October 17, 2008 there is no effective registration
statement registering, or no current prospectus available for, the resale
of the
shares underlying the warrants by the holder of such warrants, then the warrants
may also be exercised at such time by means of a “cashless
exercise.”
At
the
closing of the private placement, Registrant exercised its right under an
agreement dated August 23, 2007 with YA Global Investments, L.P. f/k/a Cornell
Capital Partners, L.P. (“Yorkville”),
to
redeem the outstanding $1,700,000 principal amount of Registrant’s Secured
Convertible Debentures due February 1, 2009 owned by Yorkville, and to acquire
from Yorkville warrants expiring February 1, 2011 to purchase an aggregate
of
4,500,000 shares of Registrant’s common stock. The debentures bore interest at
6% per annum and were convertible at a price equal to the lesser of (i) $0.287
per share or (ii) 95% of the lowest volume weighted average price of the
common
stock on the market on which the shares were listed or traded during the
30
trading days immediately preceding the date of conversion. 4,200,000 of the
warrants were exercisable at $0.287 per share and 300,000 warrants were
exercisable at $0.344 per share. Registrant paid an aggregate of
(i) $2,289,999.01 to redeem the debentures at the principal amount plus a
20% premium and accrued and unpaid interest, and (ii) $600,000 to
repurchase the warrants.
The
Securities Purchase Agreement provides that, as long as a purchaser owns
any
securities acquired pursuant to the Securities Purchase Agreement, if Registrant
offers, issues, or agrees to issue any Common Stock or Common Stock Equivalents,
other than “Exempt Issuances,” then Registrant shall issue additional shares of
Common Stock to each purchaser so that the average per share purchase price
of
the shares issued to and still owned by the purchaser is equal to the lower
price per share. “Exempt Issuances” is defined as (a) shares of common stock or
options to employees, officers, or directors of Registrant pursuant to any
stock
or option plan, (b) securities issued upon the exercise or exchange of or
conversion of any securities issued under the Securities Purchase Agreement
and/or other securities exercisable or exchangeable for or convertible into
shares of Common Stock issued and outstanding on the date of the Securities
Purchase Agreement, (c) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the
Company, and (d) shares of Common Stock with an aggregate value of no more
than
$150,000 issued to vendors of Registrant.
The
Securities Purchase Agreement also provides that if any third party purchaser
is
offered registration rights with respect to the shares purchased by such
third
party purchaser, then each initial purchaser will receive such other
registration rights in relation to such additional shares. The Securities
Purchase Agreement also prohibits Registrant, as long as any purchaser holds
any
securities acquired in the private placement, from effecting any subsequent
financing involving a “variable rate transaction,” which is defined as a
transaction in which Registrant issues or sells: (i) any debt or equity
securities that are convertible into, exchangeable or exercisable for, or
include the right to receive additional shares of Common Stock either (A)
at a
conversion, exercise, or exchange rate or other price that is based upon
and/or
varies with the trading prices of or quotations for the shares of Common
Stock
at any time after the initial issuance of such debt or equity securities,
or (B)
with a conversion, exercise, or exchange price that is subject to being reset
at
some future date after the initial issuance of such debt or equity security
or
upon the occurrence of specified or contingent events directly or indirectly
related to the business of Registrant or the market for the Common Stock
or (ii)
enters into any agreement, including, but not limited to, an equity line
of
credit, whereby Registrant may sell securities at a future determined
price.
The
securities issued in the foregoing sales contain legends restricting their
transfer without registration or exemption from registration under the
Securities Act of 1933, as amended (the “Securities Act”).
The
Securities Purchase Agreement provides that in the event a purchaser is entitled
to a removal of the restrictive legend and Registrant fails to remove such
restriction within a designated period, the purchaser is to receive a designated
amount of cash as partial liquidated damages. Such damages are to be in addition
to any remedies available to it at law or in equity including specific
performance and/or injunctive relief.
The
Agreement also provides that for the one-year period ending October 17, 2008,
purchasers holding any of the securities issued in the private placement,
will
be entitled, in the event of any financing by Registrant, to participate
in the
financing on a pro
rata
basis up
to an amount equal to 50% of such subsequent financing, on the same terms,
conditions, and price provided for in such subsequent financing.
The
Securities Purchase Agreement further provides that until October 17, 2008,
Registrant will not undertake a reverse or forward stock split or
reclassification of the Common Stock without the prior written consent of
the
purchasers holding a majority in interest of the warrants.
Registrant
has provided, pursuant to a Registration Rights Agreement with the purchasers
of
the warrants, certain rights to register under the Securities Act, the shares
of
Common Stock they acquired and the shares issuable upon any exercise of the
warrants, including its agreement to file a registration statement under
the
Securities Act within 90 days of the closing of the private placement to
register the offering of the shares of Common Stock acquired, and those issuable
upon exercise of the warrants, including the placement agents
warrants.
If
(i) a
registration statement is not filed on or prior to the end of such 90-day
period, or (ii) the Registrant fails to file with the SEC a request for
acceleration in accordance with Rule 461 promulgated pursuant to the Securities
Act, within five trading days of the date that the Registrant is notified
(orally or in writing, whichever is earlier) by the SEC that a registration
statement will not be “reviewed” or will not be subject to further review, or
(iii) prior to the Effectiveness Date (as such term is defined in the
Registration Rights Agreement), the Registrant fails to file a pre-effective
amendment and otherwise respond in writing to comments made by the SEC in
respect of such Registration Statement within ten (10) trading days after
the
receipt of comments by or notice from the SEC that such amendment is required
in
order for such Registration Statement to be declared effective, or (iv) a
Registration Statement registering for resale all of the Initial Shares (as
such
term is defined in the Registration Rights Agreement) is not declared effective
by the SEC by the Effectiveness Date of the initial Registration Statement,
or
(v) all of the “Registrable Securities” not registered for resale pursuant to
one or more effective Registration Statements on or before October 17, 2008,
or
(vi) after the effective date of a Registration Statement, such Registration
Statement ceases for any reason to remain continuously effective as to all
such
Registrable Securities included in such Registration Statement, or the holders
of the Registrable Securities are otherwise not permitted to utilize the
prospectus therein to resell such Registrable Securities for more than
10 consecutive calendar days or more than an aggregate of 20 calendar days
(which need not be consecutive calendar days) during any 12-month period,
then
the Registrant is to pay as partial liquidated damages an amount equal to
1.5%
of the aggregate purchase price paid by such purchaser pursuant to the
Securities Purchase Agreement for any unregistered Registrable Securities
then
held by such purchaser, up to a maximum of 15% per purchaser of the aggregate
purchase price paid by such purchaser pursuant to the Securities Purchase
Agreement.
“Registrable
Securities” is defined as (i) all of the shares of Common Stock acquired,
(ii) all warrant shares (assuming on the date of determination the warrants
are exercised in full without regard to any exercise limitations therein),
(iii)
any additional shares of Common Stock issuable in connection with any
anti-dilution provisions in the warrants (without giving effect to any
limitations on exercise set forth in limitations on exercise set forth in
the
warrant) and (iv) any securities issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect
to the foregoing.
If
the
Registrant fails to pay any required partial liquidated damages in full within
seven days after the date payable, the Registrant will pay interest thereon
at a
rate of 15% per annum (or such lesser maximum amount that is permitted to
be
paid by applicable law) to the purchaser, accruing daily from the date such
partial liquidated damages are due until such amounts, plus all such interest
thereon, are paid in full. All of the shares issued in the foregoing sales
and
issuable upon exercise of the warrants.
Each
purchaser has represented that such purchaser is an “accredited investor,” and
has agreed that the securities acquired are to bear a restrictive legend
against
resale without registration under the Securities Act. The issuances of the
securities in the private placement and to Centrecourt and its affiliates
were
exempt from registration under the Securities Act pursuant to Section 4(2)
and
Rule 506 thereunder.
Item
9.01 Financial
Statements and Exhibits
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4.1
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Form
of Common Stock Certificate of Advaxis,
Inc.
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4.2
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Form
of Warrant to purchase shares of Registrant’s Common Stock at the price of
$0.20 per share (the “$0.20
Warrant”)
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4.3
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Form
of Warrant to purchase shares of Registrant’s Common Stock at the price of
$0.001 per share (the “$.001
Warrant”)
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10.1
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Securities
Purchase Agreement between Registrant and the purchasers in the
private
placement (the “SPA”), dated as of October 17, 2007, and Disclosure
Schedule thereto
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10.3
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Placement
Agency Agreement between Registrant and Carter Securities, LLC,
dated as
of October 17, 2007
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10.3(a)
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Engagement
Letter between Registrant and Carter Securities, LLC, dated August
15,
2007
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10.4
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Agreement
between Registrant and YA Global Investments, L.P. f/k/a Cornell
Capital
Partners, L.P., dated August 23,
2007
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10.5
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Memorandum
of Agreement between Registrant and CAMHZN Master LDC and CAMOFI
Master
LDC, purchasers of the Units consisting of Common Stock, $0.20
Warrants,
and $0.001 Warrants, dated October 17,
2007
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10.6
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Consulting
Agreement between Registrant and Centrecourt Asset Management LLC,
dated
August 1, 2007
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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.
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ADVAXIS,
INC. |
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By: |
/s/ Thomas
A.
Moore |
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Title:
Chief Executive Officer
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