Unassociated Document
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): June 17, 2009
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
1.01. Entry into a Material Definitive Agreement
Effective
June 17, 2009, Advaxis, Inc. (the “Company”) entered into a Note Purchase
Agreement (the “Note Purchase Agreement”) with certain accredited and/or
sophisticated investors as set forth on Schedule A to the Note
Purchase Agreement (collectively, the “Investors”), pursuant to which it
completed a private placement (the “Offering”) whereby the Investors acquired
senior convertible promissory notes of the Company (the “Notes”) in the
aggregate principal face amount of $1,131,352.94, for an aggregate net purchase
price of $961,650. The Notes were issued with an original issue
discount of 15%. Each Investor paid $0.85 for each $1.00 of principal
amount of Notes purchased at the Closing. The Notes are convertible
into shares of the Company’s common stock, $0.001 par value (the “Common
Stock”), all as more particularly described below and in the form of Note
attached hereto as Exhibit 4.1. For every dollar invested, each
Investor received warrants to purchase 2 ½ shares of Common Stock (the
“Warrants”) at an exercise price of $0.20 per share, subject to adjustments upon
the occurrence of certain events as more particularly described below and in the
form of Warrant attached hereto as Exhibit 4.2.
The Notes
mature on December 31, 2009 (the “Maturity Date”), if not retired
sooner. The Notes may be prepaid at anytime by the Company without
penalty. The Warrants are exercisable at any time on or before the
fifth anniversary of the issue date of the Warrants. The Warrants may
be exercised on a cashless basis under certain circumstances.
In the
event the Company consummates an equity financing from and after August 1, 2009
and prior to the second business day immediately preceding the Maturity Date, in
which it sells shares of its preferred stock, $0.001 par value, or Common Stock
(“Qualified Stock”) with aggregate gross proceeds of not less than $2,000,000 (a
“Qualified Equity Financing”), then prior to the Maturity Date, then the
Investors shall have the option to convert all or a portion of the Notes into
the same securities sold in the Qualified Equity Financing, at an effective per
share conversion price equal to 90% of the per share purchase price of the
Qualified Stock in the Qualified Equity Financing.
In the
event the Company does not consummate a Qualified Equity Financing from and
after August 1, 2009 and prior to the second business day immediately preceding
the Maturity Date, then the Investors shall have the option to convert all or a
portion of the Note into shares of Common Stock, at an effective per share
conversion price equal to 50% of the volume-weighted average price per share of
the Common Stock over the five (5) consecutive trading days immediately
preceding the third business day prior to the Maturity Date.
To the
extent an Investor does not elect to convert its Notes as described above, the
principal amount of the Notes not so converted shall be payable in cash on the
Maturity Date.
The Note
may be converted by the Investors, in whole or in part. The Notes and
Warrants include a limitation on conversion or exercise, which provides that at
no time will an Investor be entitled to convert any portion of the Notes or
exercise any number of Warrants, that would result in the beneficial ownership
by the Investor and its affiliates of more than 9.99% of the outstanding shares
of Common Stock on such date.
In
connection with the Offering, the Company entered into a Security Agreement,
dated as of June 17, 2009 (the “Security Agreement”) with the Investors, in the
form attached hereto as Exhibit 10.2. The Security Agreement grants
the Investors a security interest in all of the Company’s tangible and
intangible assets, as further described on Exhibit A to the Security
Agreement.
In
connection with the Offering, the Company also entered into a Subordination
Agreement, dated as of June 17, 2009 (the “Subordination Agreement”) with the
Investors and Mr. Thomas A. Moore, the Company’s chief executive officer, in the
form attached hereto as Exhibit 10.3. Pursuant to the Subordination
Agreement, Mr. Moore subordinated certain rights to payments under the Moore
Note (as defined below) to the right of payment in full in cash of all amounts
owed to the Investors pursuant to the Notes; provided, however, that principal
and interest of the Moore Note may be repaid prior to the full payment of the
Investors as described below.
The
Company intends to use the proceeds from the Offering for among other things,
(i) costs and expenses relating to the Company’s Phase II Clinical Studies in
cervical cancer and CIN, (ii) costs and expenses relating to the Offering (iii)
costs and expenses relating to obtaining one or more follow-on financings and
(iv) general working capital purposes. The financing is intended to
provide the Company with temporary liquidity to conduct its business while it
seeks to raise additional capital. Additionally, the Company may use
the proceeds to pay Mr. Moore up to approximately $186,000 in deferred
salary.
The Notes
and the Warrants were offered and sold to “accredited investors” (as defined in
section 501(a) of Regulation D) pursuant to an exemption from the registration
requirements under Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”). The shares to be issued upon conversion of the Notes or upon
exercise of the Warrants have not been registered under the Securities Act and
may not be offered or sold in the United States in the absence of an effective
registration statement or exemption from the registration
requirements.
Amendments
to the Moore Senior Loan Documents
In
connection with, and as a condition of, entering into the Note Purchase
Agreement, the Company entered into an amendment to its current promissory note
in the principal amount of $950,000 issued by the Company in favor of Mr. Moore
(the “Moore Note”). Among other things, the amendment extends the
maturity date of the Moore Note until the earlier of (1) January 1, 2010 or (2)
the closing of a Qualified Equity Financing (as defined in the Note) which
results in gross proceeds of at least $6,000,000 to the Company.
The
foregoing descriptions of the Note Purchase Agreement, Notes, Warrants, Security
Agreement, Subordination Agreement and Moore Note do not purport to be complete
and are qualified in their entirety by reference to such documents, which are
attached hereto as Exhibits 10.1, 4.1, 4.2, 10.2. 10.3 and 4.3 respectively, and
incorporated herein by this reference.
Item
2.03. Creation of a Direct Financial Obligation
The
information provided in Item 1.01 is hereby incorporated by reference to this
Item 2.03.
Item
3.02. Unregistered Sales of Securities
The
information provided in Item 1.01 is hereby incorporated by reference to this
Item 3.02.
Item
8.01 Other Events
On
June 18, 2009, the Company issued a press release regarding the transactions
described above. A copy of the press release, which is attached as
Exhibit 99.1 to this Current Report, is incorporated herein by this
reference.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
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4.1
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Form
of Common Stock Purchase Warrant.
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4.2
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Form
of Senior Secured Convertible
Note.
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4.3
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Form
of Amended Promissory Note between Advaxis, Inc. and Thomas
Moore.
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10.1
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Form
of Note Purchase Agreement.
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10.2
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Form
of Security Agreement
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10.3
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Form
of Subordination Agreement.
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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: June
19, 2009 |
Advaxis,
Inc. |
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By:
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/s/ Thomas
A. Moore |
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Thomas
A. Moore, Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Document
Description
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4.1
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Form
of Common Stock Purchase Warrant.
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4.2
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Form
of Senior Secured Convertible Note.
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4.3
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Form
of Amended Promissory Note between Advaxis, Inc. and Thomas
Moore.
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10.1
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Form
of Note Purchase Agreement.
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10.2
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Form
of Security Agreement.
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10.3
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Form
of Subordination Agreement.
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