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): October 28, 2009
ADVAXIS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
|
00028489
|
02-0563870
|
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
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
8.01. Other Events.
On
October 28, 2009, Advaxis, Inc. (the “Company”) issued a press release regarding
its bridge financing transaction. A copy of the press release, which
is attached as Exhibit 99.1 to this Current Report, is incorporated herein by
reference.
On
October 29, 2009, the Company gave a presentation at the 8th Annual
Bio Investors Forum. The investor presentation materials are
incorporated herein by reference, and are attached as Exhibit 99.2 to this
Current Report.
Item
9.01 Financial Statements and Exhibits.
|
(c)
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Exhibits
|
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99.1
|
Advaxis,
Inc. press release, dated October 28, 2009.
|
|
99.2
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Investor
Presentation materials.
|
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
3,
2009
|
Advaxis, Inc. | ||
|
By:
|
/s/ Fredrick D. Cobb | ||
|
Fredrick
D. Cobb, Vice President, Finance and
Principal
Financial Officer
|
|||
EXHIBIT
INDEX
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Exhibit
No.
|
Document
Description
|
|
99.1
|
Advaxis,
Inc. press release, dated October 28, 2009.
|
|
99.2
|
Investor
Presentation materials.
|
Exhibit
No. 99.1
FOR
IMMEDIATE RELEASE
Advaxis
Closes Second Company-Run Debt Financing
Over
$7.0 Million in Debt and Equity Commitments Since June 2009
NORTH
BRUNSWICK, N.J.--(BUSINESS WIRE)--Advaxis,
Inc., (OTCBB:
ADXS - News), the live, attenuated Listeria monocytogenes (Lm) biotechnology company,
completed a second Company-run debt financing, as of October 26,
2009.
In this
closing, US$1.325 million was raised through the issuance of junior, unsecured
convertible promissory notes (“Notes”) that had a principal face amount of
$1.559 million, collectively, with warrants issued to purchase approximately
3.313 million shares of Advaxis common stock, which are exercisable at $0.20 per
share. The Notes mature on March 31, 2010 and April 30, 2010 for US$59,000 and
US$1.500 million, respectively. The Company, without penalty, may prepay the
Notes at any time.
A third
Company-managed debt financing is scheduled to close on or before October 30,
2009 subject to subscriptions and related documentation.
For more
information on the terms of the second tranche, please review the associated 8-K
filing on the US Securities and Exchange Commission’s website (www.sec.gov).
About
the Company
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 attenuated live Lm vaccines that deliver
engineered tumor antigens, which stimulate multiple simultaneous immunological
mechanisms to fight cancer.
For
further information on the Company, please visit: www.advaxis.com.
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.
The
Notes, the warrants and the underlying shares of common stock have not been and
will not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws, and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements of the Securities Act and applicable state securities
laws. This press release shall not constitute an offer to sell or a solicitation
of an offer to purchase the Notes, the warrants or the underlying shares of
common stock or any other securities and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities
Act."
Contact:
Advaxis,
Incorporated
Conrad
Mir
732-545-1590
(Office)
732-545-1084
(FAX)
info@advaxis.com
www.advaxis.com
