Item 1.01 Entry into a Material Definitive Agreement.
On
The Company intends to call a special meeting of stockholders to consider an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Charter"), to effect a reverse stock split of the outstanding shares of common stock ("Common Stock") by a ratio to be determined by the Board of Directors of the Company within a range to be specified in the proposal put to the stockholders for approval of the Amendment (the "Reverse Stock Split"). The Investors have agreed in the Purchase Agreement to not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the shares of the Series D Preferred Stock until the Reverse Stock Split and to vote the shares of the Series D Preferred Stock purchased in the Offering in a manner that "mirrors" the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) are voted on the Reverse Stock Split and the Amendment. The Amendment requires the approval of the majority of the votes associated with our outstanding stock entitled to vote on the proposal. Since the Series D Preferred Stock will mirror only votes cast, abstentions or broker non-votes by common stockholders, which would ordinarily have the effect of a no vote, will not have any effect on the outcome of the vote.
Pursuant to the Purchase Agreement, prior to the closing of the Offering, the
Company will file a certificate of designation (the "Certificate of
Designation") with the Secretary of the
The holders of Series D Preferred Stock will be entitled to dividends, on an
as-if converted basis, equal to dividends actually paid, if any, on shares of
Common Stock. The Series D Preferred Stock is convertible into shares of Common
Stock at a rate of
Each holder of the Series D Preferred Stock shall have the right to cause the Company to redeem all or part of their shares of the Series D Preferred Stock from the earlier of receipt of stockholder approval of the reverse stock split or 90 days following the original issue date until 120 days following the original issue date, the "Redemption Date," in cash at a redemption price equal to 105% of the stated value plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) up to, but excluding, the Redemption Date. Under certain circumstances, the commencement of the period during which the Series D Preferred Stock may be redeemed may be extended from 90 days following the original issue date to 135 days following the original issue date, in which case the Redemption Date would be extended to 165 days following the original issue date. Should such extension occur, the redemption price would be increased to an amount equal to 110% of the stated value plus an amount equal to accumulated but unpaid dividends, if any, on such shares.
The proceeds of the Offering will be held in an escrow account, along with an
additional
Item 3.03. Material Modifications to Rights of Security Holders.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Also on
Copies of the Certificates of Correction are attached hereto as Exhibits 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, and 3.7, and are incorporated by reference herein.
On
The Board of Directors amended Section 4 of Article I of the Second Amended and Restated By-Laws (the "By-Laws"), such that the By-Laws, as amended, provide that for the purpose of establishing a quorum at all meetings of the stockholders for the transaction of business, shares shall be counted as follows: (i) the numbers of shares of common stock that are issued and outstanding and (ii) the number of shares of preferred stock that are issued and outstanding (counting for these purposes (in respect of each share of preferred stock outstanding) the number of shares of common stock that are, or will be, issuable upon conversion of each such currently issued and outstanding share of preferred stock).
The Board of Directors also amended Section 5 of Article I of the By-Laws, such that in all matters other than the election of directors, the affirmative vote of the majority in voting power of shares present in person or represented by proxy at the meeting and entitled to vote is required.
The foregoing description of the By-Laws Amendment does not purport to be complete and is qualified entirely by reference to the full text of the By-Laws Amendment, which is attached as Exhibit 3.9 hereto and is incorporated by reference herein.
Item 8.01 Other Events
The Company issued a press release announcing the Offering on
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Exhibits Exhibit Number Description 3.1 Certificate of Correction to the Amended and Restated Certificate of Incorporation ofAdvaxis, Inc. , filed with the Secretary of State of theState of Delaware onJanuary 27, 2022 3.2 Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation ofAdvaxis, Inc. , filed with the Secretary of State of theState of Delaware onJanuary 27, 2022 3.3 Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation ofAdvaxis, Inc. , filed with the Secretary of State of theState of Delaware onJanuary 27, 2022 3.4 Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation ofAdvaxis, Inc. , filed with the Secretary of State of theState of Delaware onJanuary 27, 2022 3.5 Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation ofAdvaxis, Inc. , filed with the Secretary of State of theState of Delaware onJanuary 27, 2022 3.6 Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation ofAdvaxis, Inc. , filed with the Secretary of State of theState of Delaware onJanuary 27, 2022 3.7 Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation ofAdvaxis, Inc. , filed with the Secretary of State of theState of Delaware onJanuary 27, 2022 3.8 Form of Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Redeemable Preferred Stock 3.9 Amendment No. 2 to the Second Amended and Restated By-Laws ofAdvaxis, Inc . 10.1 Form of Securities Purchase Agreement betweenAdvaxis, Inc. and the investors thereto, datedJanuary 27, 2022 10.2 Form of Registration Rights Agreement by and amongAdvaxis, Inc. and the investors named therein 99.1 Press Release ofAdvaxis, Inc. datedJanuary 28, 2022 announcing the pricing of the Offering 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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