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
December
15, 2008
(Date of
Earliest Event Reported)
Advaxis,
Inc.
(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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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Technology
Center of New Jersey
675
Rt. 1, Suite B113
North
Brunswick, N.J. 08902
(Address
of principal executive offices)
(732) 545-1590 (Registrant’s
telephone number, including area code)
|
(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.
On
December 15, 2008 Advaxis, Inc. (the “Company”) reached an agreement with Mr.
Thomas Moore, the Company’s Chairman and CEO, to amend the repayment terms of a
note (the “Note”) issued pursuant to that certain Note Purchase Agreement (the
“Agreement”), dated September 22, 2008, between the Company and Mr.
Moore. The parties agreed to extend the maturity date of the Note to
the earlier of (i) the close of the Company’s next equity financing resulting in
gross proceeds to the Company of at least $5,000,000, or (ii) June 15,
2009. In consideration for the extension of the maturity date of the
Note, the Company repaid $50,000 towards the outstanding balance on the Note. As
of December 18, 2008, the aggregate balance on the Note was
$425,000.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth in Item 1.01 of this report is incorporated herein by
reference.
Item
8.01 Other Events
On
December 18, 2008, the Company issued a press announcing the receipt of $922,000
from the New Jersey Economic Development Authority in exchange for the Company’s
net operating tax losses. A copy of the press release is attached as
Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
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99.1
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Press
release of Advaxis, Inc., dated December 18,
2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
December 19, 2008
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Advaxis,
Inc.
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By:
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/s/
Thomas A. Moore
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Name:
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Thomas
A. Moore
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Title:
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Chief
Executive Officer
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Exhibit
99.1
FINANCIAL
NEWS
FOR IMMEDIATE
RELEASE
ADVAXIS
INCORPORATED RECEIVES $922,000
IN
NON-DILUTIVE FINANCING FROM THE NEW JERSEY
ECONOMIC
DEVELOPMENT AUTHORITY
_____________________________
$800,000 Senior Promissory Notes
–
Date Extended To June
15, 2009
North Brunswick, NJ – December 19,
2008 – Advaxis
Inc., (OTCBB:
ADXS), a biotechnology company, received $922,000 from the New Jersey
Economic Development Authority in exchange for the Company’s net operating tax
losses. This special program was designed to monetize net operating losses for
development stage companies domiciled and conducting business in the State of
New Jersey.
“We are
delighted to see this transaction completed before the New Year,” commented
Advaxis Chairman and CEO Thomas (“Tom”) Moore. “The Company has been working
diligently to effect this transaction these past few months and is most grateful
for this N.J. program.”
In a
related move, Advaxis Chairman and CEO Tom Moore has agreed to grant an
extension on the current repayment date of the senior promissory
notes (the “Notes”) with an aggregate principal amount up to $800,000
he extended the Company September 22, 2008. As per the terms of the extension,
the new repayment date will be June 15, 2009 or the closing date of the next
financing, whichever comes first, instead of February 15, 2009.
Thus far,
the Company has drawn down $475,000 on the Notes and, in light of the current
monies granted, the Board of Directors has agreed to repay $50,000 of said
draw-down in consideration for extending the repayment date.
About
the NJ Economic Development Authority (“EDA”)
The EDA
is a state financing and development agency that works to strengthen New
Jersey’s economy by retaining and growing businesses through financial
assistance, by renewing communities, and by promoting the State’s strategic
advantages to attract domestic and international business. To learn more about
opportunities for business growth throughout New Jersey, visit the State’s
business portal at www.NewJerseyBusiness.gov.
About
Advaxis, Incorporated
Based in
North Brunswick, New Jersey, Advaxis is developing proprietary Listeria
monocytogenes (“Lm”) cancer vaccines based on technology developed by Dr. Yvonne
Paterson, Professor of Microbiology at the University of Pennsylvania and
Chairperson of Advaxis’ Scientific Advisory Board. Advaxis is developing
therapeutic cancer vaccines that enhance the immune system’s cancer fighting
abilities through its proprietary Lm based system, which utilizes multiple
simultaneous immunological mechanisms and which has been safely administered to
patients with end-stage cervical cancer in a Phase I trial.
Advaxis’
lead Listeria vaccine candidate, Lovaxin C, targets HPV-associated cancers such
as cervical and head and neck. Recently, Advaxis completed a Phase I clinical
trial of Lovaxin C. A Phase II clinical trial is planned for patients with
cervical intraepithelial neoplasia (“CIN”). The company intends to start this
study in CIN 2/3 patients by mid 2009. The Lm platform also has
applications in the fields of infectious disease and autoimmune disorders. For
further information on the Company, please visit: www.advaxis.com.
About
the Lovaxin-C Vaccine
Advaxis’
Listeria technology platform uses modified Listeria monocytogenes to deliver a
tumor-specific antigen fusion protein. Preclinical studies have shown that
bioengineered and attenuated Listeria secreting Advaxis’ proprietary fusion
protein, have the ability to generate a robust immune response, break immune
tolerance to cancer and produce an unusually strong and effective multi-level
therapeutic immune response to existing cancer and other diseases.
The
Company’s Listeria-based technology is the product of over a decade’s worth of
work by Dr. Yvonne Paterson in her laboratory at the University of Pennsylvania.
Preclinical studies have shown that the Company’s proprietary antigen fusion
protein technology, stimulates innate immunity, both arms of the adaptive
cellular immune system, suppresses regulatory T-cells that inhibit many vaccines
in the function of activated tumor-killing cells and has other anti-tumor
effects.
Unlike
prophylactic vaccines, Lovaxin-C was designed to treat women who have already
developed cervical cancer as a result of contracting a human papilloma virus
(“HPV”) infection, which is the most prevalent sexually transmitted disease in
the US. Current products on the market are ineffective in treating HPV-infected
women.
For
further information on Lovaxin-C, please visit: www.advaxis.com/lc.htm.
Forward-Looking
Statements
Certain
statements contained in this press release are forward-looking statements that
involve risks and uncertainties. The statements contained herein that are not
purely historical are forward looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements deal with the
Company’s current plans, intentions, beliefs and expectations and statements of
future economic performance. Forward-looking statements involve known and
unknown risks and uncertainties that may cause the Company's actual results in
future periods to differ materially from what is currently
anticipated. Factors that could cause or contribute to such
differences include those discussed from time to time in reports filed by the
Company with the Securities and Exchange Commission. The Company cannot
guarantee its future results, levels of activity, performance or
achievements.
For
Further Information:
Advaxis,
Incorporated
Conrad
Mir
conradmir@advaxis.com