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
September
22, 2008
(Date
of
Earliest Event Reported)
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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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Technology
Center of New Jersey
675
Rt. 1, Suite B113
North
Brunswick, N.J. 08902
(Address
of principal executive offices)
(732)
545-1590 (Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report.)
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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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
September 22, 2008, Advaxis, Inc. (the “Company”) entered into a Note Purchase
Agreement (the “Agreement”) with the Company’s Chief Executive Officer, Thomas
Moore, pursuant to which the Company agreed to sell to Mr. Moore, from time
to
time, one or more senior promissory notes (each a “Note” and collectively the
“Notes”) with an aggregate principal amount of up to $800,000.
The
Agreement was reviewed and recommended to the Company’s Board of Directors (the
“Board”) by a special committee of the Board and was approved by a majority of
the disinterested members of the Board. The Note or Notes, if and when issued,
will bear interest at a rate of 12% per annum, compounded quarterly, and will
be
due and payable on the earlier of the close of the Company’s next equity
financing resulting in gross proceeds to the Company of at least $5,000,000
(the
“Subsequent Equity Raise”) or February 15, 2009 (the “Maturity Date”). The
Note(s) may be prepaid in whole or in part at the option of the Company without
penalty at any time prior to the Maturity Date.
In
consideration of Mr. Moore’s agreement to purchase the Notes, the Company agreed
that concurrently with the Subsequent Equity Raise, the Company will issue
to
Mr. Moore a warrant to purchase the Company’s common stock, which will entitle
Mr. Moore to purchase a number of shares of the Company’s common stock equal to
one share per $1.00 invested by Mr. Moore in the purchase of one or more Notes.
Such warrant would contain the same terms and conditions as warrants issued
to
investors in the Subsequent Equity Raise.
To
date and pursuant to the Agreement, Mr. Moore has
leant the Company $235,000.
The
Agreement and Form of Note are attached as Exhibits 10.1 and 4.1, respectively,
to this Report on Form 8-K and are incorporated herein by
reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this report is incorporated herein by
reference.
Item
8.01 Other Events
On
September 30, 2008, the Registrant issued a press announcing the terms of the
Agreement. A copy of the press release is attached as Exhibit 99.1 to this
Report on Form 8-K and are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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4.1
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Form
of Senior Promissory Note.
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10.1
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Note
Purchase Agreement, between Advaxis, Inc. and Thomas A. Moore, dated
September 22, 2008.
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99.1
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Press
release of Advaxis, Inc., dated September 30,
2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Registrant has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
September 30, 2008
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Advaxis,
Inc.
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By:
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/s/
Thomas A. Moore
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Name:
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Thomas
A. Moore
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Title:
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Chief
Executive Officer
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