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): July 11, 2013
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 of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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305 College Road East
Princeton, New Jersey
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08540
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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:
(609)
452-9813
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):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01
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Other Information
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On July 11, 2013 our Board of Directors authorized a reverse
stock split at a ratio of 1-for-125 and approved the implementation of the authorized share capital decrease after the effectiveness
of the reverse stock split. Accordingly, we amended our Amended and Restated Certificate of Incorporation by the filing of two
Certificates of Amendment with the Delaware Secretary of State as follows: (a) on July 11, 2013, to effect a 1-for-125 reverse
stock split of our common stock, par value $0.001 per share, to
take effect on July 12, 2013 at 4:30pm EDT, and (b) on July 12, 2013, to decrease
the total number of authorized shares of our common stock on a post- reverse stock split basis, so that the total number of shares
that we have the authority to issue is 30,000,000 shares, of which 25,000,000 shares are common stock and 5,000,000 shares are
“blank check” preferred stock.
The reverse stock split was effective at approximately 4:30
p.m. EDT on July 12, 2013, and the share capital decrease took effect thereafter upon filing with the Delaware Secretary of
State. As previously disclosed on a Current Report on Form 8-K filed on June 17, 2013, at the Annual Meeting of Stockholders held
on June 14, 2013, our stockholders approved the filing of a Certificate of Amendment to effect a reverse stock split of our issued
and outstanding common stock, and the filing of a Certificate of Amendment to decrease
the total number of authorized shares of our common stock.
As a result of the reverse stock split, every 125 shares of
our outstanding common stock was automatically combined into 1 share of our common stock. Stockholders will not receive fractional
shares in connection with the reverse stock split. Stockholders otherwise entitled to fractional shares will receive a cash payment
in lieu thereof. Stockholders will not be entitled to receive interest for the period of time between the effective date of the
reverse stock split and the date the stockholder receives his or her cash payment. Stockholders holding fewer than one (1) post-reverse
split share of our common stock will receive only cash in lieu of fractional shares and will no longer hold any shares of common
stock as of the effective time of the reverse stock split.
The reverse stock split will reduce the number of shares of
our outstanding common stock from 609,046,561 shares on July 12, 2013 to approximately 4,872,372 shares. Each stockholder’s
percentage ownership interest and the proportional voting power remain unchanged after the reverse stock split, except for minor
changes and adjustments resulting from the fractional interest. The rights and privileges of the holders of our common stock are
unaffected by the reverse stock split.
Our post-reverse stock split common stock have a new CUSIP number
007624208, and beginning with the opening of trading on July 15, 2013, our common stock will trade on the OTCQB and OTCBB
on a split-adjusted basis under the symbol “ADXSD” (to designate that it is trading on a post-reverse stock split basis).
Trading will resume under the symbol “ADXS” after the 20-trading day period has expired. Our transfer agent, Securities
Transfer Corporation, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record
regarding the exchange of their certificates for post-reverse stock split certificates.
On July 15, 2013 we issued a press release regarding the
foregoing, which is filed as an Exhibit hereto.
The foregoing description of the amendments
to our Certificate of Incorporation contained in this Item 8.01 is qualified in its entirety by reference to the Certificates of
Amendment, which are filed as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment, filed with the Delaware Secretary of State on July 11, 2013 (reverse stock split).
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3.2
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Certificate of Amendment, filed with the Delaware Secretary of State on July 12, 2013 (authorized share capital decrease).
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99.1
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Press release dated July 15, 2013.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, 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:
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/s/ Mark Rosenblum
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Name:
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Mark Rosenblum
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Title:
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Chief Financial Officer
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Date: July 15, 2013
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF ADVAXIS, INC.
(
a Delaware corporation
)
Advaxis, Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify
as follows:
1. Effective at 4:30
pm (Eastern Time) on Friday, July 12, 2013 (such time, the “Effective Time”), every 125 shares of Common Stock outstanding
immediately prior to the Effective Time (such shares, the “Old Common Stock”) shall automatically without further action
on the part of the Corporation be combined into one (1) fully paid and nonassessable share of Common Stock (the “New Common
Stock”), subject to the treatment of fractional shares described below. From and after the Effective Time, certificates representing
the Old Common Stock shall, without the necessity of presenting the same for exchange, represent the number of shares of New Common
Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. There shall be no fractional
shares issued. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of
Common Stock not evenly divisible by 125, will be entitled to receive cash in lieu of fractional shares at the value thereof on
the date of the Effective Time as determined by the Board of Directors.”
2. The foregoing amendment
was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF
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the Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be executed
and acknowledged by its duly appointed officer as of this 11th day of July, 2013.
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By:
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/s/ Mark J. Rosenblum
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Name: Mark J. Rosenblum
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Title: Chief Financial Officer,
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Senior Vice President and Secretary
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CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF ADVAXIS, INC.
(
a Delaware corporation
)
Advaxis, Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify
as follows:
1. The amended and restated
certificate of incorporation of the Corporation is hereby amended by deleting Article Fourth thereof in its entirety and inserting
the following in lieu thereof:
“
Fourth
: The
total number of shares which the Corporation shall have the authority to issue is Thirty Million (30,000,000) shares of which Twenty-Five
Million (25,000,000) shares shall be designated “Common Stock” and have a par value of $0.001 per share, and Five Million
(5,000,000) shares shall be “blank check” preferred stock and have a par value of $0.001.”
2. The foregoing amendment
was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF
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the Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be executed
and acknowledged by its duly appointed officer as of this 12th day of July, 2013.
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By:
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/s/ Mark J. Rosenblum
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Name: Mark J. Rosenblum
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Title: Chief Financial Officer,
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Senior Vice President and Secretary
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Advaxis
ANNOUNCES 1-FOR-125 REVERSE STOCK SPLIT
AND DECREASE IN AUTHORIZED SHARES of common stock
Princeton,
NJ – July 15, 2013 –
Advaxis, Inc
.
,
(OTCQB: ADXS)
, a leader in developing the next generation of immunotherapies for cancer and infectious diseases, announced
today a 1-for-125 reverse stock split of its common stock and a decrease in the number of its authorized shares of common stock
from 1,000,000,000 to 25,000,000. The reverse stock split and the decrease in the number of authorized shares of common stock were
authorized by Advaxis’ stockholders at the annual meeting of stockholders held on June 14, 2013.
Advaxis’ shares of common stock will trade on a post-split
basis beginning on July 15, 2013. The ticker symbol will not change although a “D” will be appended to the trading
symbol (ADXSD) for 20 trading days to alert the public regarding the reverse stock split. The new CUSIP number for Advaxis’
common stock post-reverse stock split will be 007624 208.
At the effective time of the reverse stock split, every 125
shares of Advaxis’ issued and outstanding common stock will automatically be combined into 1 issued and outstanding share
of common stock without any change in the par value of the shares. This will reduce the number of outstanding common shares of
Advaxis from approximately 609 million to approximately 4.9 million. Additional information can be found in a Form 8-K to be filed
with the Securities and Exchange Commission.
“The reverse stock split does not fundamentally change
stockholder value or the market capitalization of Advaxis, but we believe increasing the price per share will make our stock more
attractive to a broader range of institutional and other investors and ultimately increase stockholder value,” commented
Thomas A. Moore, Chairman and Chief Executive Officer of Advaxis.
Proportionate voting rights and other rights of common stockholders
will not be affected by the reverse stock split, other than as a result of the cashing out of fractional shares. Stockholders who
would otherwise hold a fractional share of common stock will receive a cash payment in lieu of a fractional share. The outstanding
preferred stock will not be affected by the reverse stock split.
It is not necessary for stockholders to exchange their existing
stock certificates for new stock certificates in connection with the reverse stock split, although stockholders may do so if they
wish. Please direct any questions you might have concerning the reverse stock split to your broker or our transfer agent, Securities
Transfer Corporation, by calling
469-633-0101, ext. 112, or emailing
sanchez@stctransfer.com
.
Additional information will also be posted on the Advaxis website
under the “Reverse Stock Split FAQs” tab.
About Advaxis, Inc.
Advaxis is a clinical-stage biotechnology company developing
the next generation of immunotherapies for cancer and infectious diseases. Advaxis immunotherapies are based on a novel platform
technology using live, attenuated bacteria that are bio-engineered to secrete an antigen/adjuvant fusion protein(s) that is designed
to redirect the powerful immune response all human beings have to the bacterium
to the cancer itself.
ADXS-HPV is currently being evaluated in four clinical trials
for human papillomavirus (HPV)-associated cancers: recurrent/refractory cervical cancer (India), locally advanced cervical cancer
(GOG/NCI U.S. study, Clinical Trials.gov Identifier NCT01266460), head & neck
cancer (CRUK study, Clinical Trials.gov
Identifier NCT01598792), and anal cancer (BrUOG study, Clinical Trials.gov Identifier NCT01671488). Advaxis has over 15 distinct
immunotherapies in various stages of development, developed directly by Advaxis and through strategic collaborations with recognized
centers of excellence such as: the National Cancer Institute, Cancer Research – UK, the Wistar Institute, the University
of Pennsylvania, the University of British Columbia, the Karolinska Institutet, and others. For more information please visit:
advaxis.com
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Forward-Looking Statements
This news release contains forward-looking statements, including,
but not limited to: statements regarding the attractiveness of the post-split stock to institutional investors and the ability
to increase stockholder value. These forward-looking statements are subject to a number of risks, including the risk factors set
forth from time to time in Advaxis' SEC filings, including but not limited to its report on Form 10-K for the fiscal year ended
October 31, 2012, which is available at http://www.sec.gov
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Advaxis undertakes no obligation to publicly release the result
of any revision to these forward-looking statements which may be made to reflect the events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events, except as required by law. You are cautioned not to place undue reliance
on any forward-looking statements.
For Further Information:
Diana Moore
Director, Investor Relations & Business Development
Advaxis, Inc.
dmoore@advaxis.com
609.452.9814
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