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): September 28,
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities.
On
September 28, 2010, Advaxis, Inc. (the “Company”) issued and
sold 165 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 $1.65 million. The Company has agreed to
pay a fee of $140,000 to the Investor in consideration of (i) the closing of the
purchase of the Series B Preferred Stock taking place prior to 10 trading days
following the delivery of the tranche notice as required by the Purchase
Agreement, (ii) the Investor allowing the Company to increase the amount of the
original tranche notice after it was originally delivered to the
Investor and (iii) the waiver by the Investor of a closing condition under
the Purchase Agreement. 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 461 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
14,850,000 shares of the Company’s common stock, $0.001 par value (the “Common Stock”) at an
exercise price of $0.15 per share. As permitted by the terms of these
warrants, the aggregate exercise price of approximately $2,227,500 received by
the Company is payable pursuant to four-year full recourse promissory notes
bearing interest at the rate of 2% per year.
As a
result of anti-dilution protection provisions contained in certain of the
Company’s outstanding warrants, the Company (i) reduced the exercise price from
$0.17 per share to $0.15 per share with respect to an aggregate of approximately
78.0 million warrants to purchase shares of Common Stock and (ii)
correspondingly adjusted the amount of warrant shares issuable pursuant to
certain warrants such that approximately 10.7 million additional warrant
shares are issuable at $0.15 per share.
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: September
28, 2010 |
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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