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
February
2, 2006
Date
of
Report (Date of earliest event reported)
ADVAXIS,
INC.
(Exact
name of registrant as specified in its charter)
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Colorado
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333-45241
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84-1521955
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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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212
Carnegie Center, Suite 205, Princeton, New Jersey 08540
(Address
of principal executive offices)
(201)
750- 2347
(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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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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.
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Entry
into a Material Definitive Agreement.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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On
February 2, 2006, Registrant entered into a Security Purchase Agreement with
Cornell Capital Partners, LP (“Cornell”) pursuant to which Cornell agreed to
acquire $3,000,000 principal amount of Registrant’s Secured Convertible
Debentures due February 1, 2009 (the “Debentures”) at face amount, of which
$1,500,000 principal amount was sold and issued on the same date along with
five
year Warrants to purchase 4,200,000 shares of Common Stock at the price of
$0.287 per share and five year B Warrants to purchase 300,000 shares of Common
Stock at a price of $0.3444 per share. The $1,500,000 balance of the Debentures
are to be paid for and issued on a date two business days prior to the date
of
the filing by the Registrant of a registration statement to register for
reoffering the shares of Common Stock acquired upon conversion of the Debenture
and exercise of the Warrants and B Warrants.
The
Debentures are convertible at a price equal to the lesser of (i) $0.287 per
share (“Fixed Conversion Price”), or (ii) 95% of the lowest volume weighted
average price of the Common Stock on the market on which the shares are listed
or traded during the 30 trading days immediately preceding the date of
conversion (“Market Conversion Price”). Interest is payable at maturity at the
rate of 6% per annum in cash or shares of Common Stock valued at the conversion
price then in effect.
The
holder of the Debenture has agreed that (i) it will not convert the Debenture
or
exercise the Warrants if the effect of such conversion or exercise would result
in its holding of more than 4.9% of the outstanding shares of Common Stock,
(ii)
neither it nor its affiliates will maintain a short position or effect short
sales of the Common Stock while the Debentures are outstanding, and (iii) no
more than $300,000 principal amount of the Debenture may be converted at the
Market Conversion Price during a calendar month.
The
Registrant may call the Debentures for redemption at the Redemption Price at
any
time or from time to time but not more than $500,000 principal amount may be
called during any 30 consecutive day period. The Redemption Price will be 120%
of the principal redeemed plus accrued interest. Registrant has also granted
the
holder an 18-month right of first refusal assuming the Debentures are still
outstanding with respect to Registrant’s issuance or sale of shares of capital
stock, options, warrants or other convertible securities. It has also agreed
to
register at its expense under the Securities Act of 1933, as amended (the “Act”)
the shares of Common Stock for reoffering by the holders of the Debentures
and
of the Warrants and B Warrants of the shares of Common Stock received upon
following conversion or exercise.
Registrant
has granted the holders a first security interest on its assets as security
for
payment of Registrant’s obligations. Registrant has agreed that in the event due
to no fault of the holder the registration statement have not been filed under
the Act by March 9, 2005 or be declared effective by the Securities Exchange
Commission by June 2, 2006 or, if declared effective, sales of the registered
shares cannot be made as a result of failure to provide material information
or
to keep the registration statement current, it will pay to the holders in cash
or shares of Common Stock liquidated damages equal to 2% of the principal amount
of Debentures then outstanding plus accrued interest for each 30-day period
thereafter but not to exceed an aggregate of $600,000.
The
Registrant has also agreed that as long as there is outstanding at least
$500,000 principal amount of Debentures it would not, without the consent of
the
holder, issue or sell any securities at a price or warrants, options or
convertible securities with an exercise or conversion price less than the bid
price, as defined, immediately prior to the issuance; grant a further security
interest in its assets or file a registration statement on Form
S-8.
In
the
event of a Debenture default the Debenture shall, at the holder’s election,
become immediately due and payable in cash or, at the holder’s option, in shares
of Common Stock or may be converted into shares of Common Stock. Events of
default include failure to pay principal when due or interest within five days
following due date; failure to cure breaches or defaults of covenants,
agreements or warrants within 10 days following written notice of such breach
or
default; the entry into a change of control transaction meaning (A) the
acquisition of effective control of more than 50% of the outstanding voting
securities by an individual or group (not including the holder or its
affiliates), or (B) the replacement of more than one-half of the Directors
not
approved by a majority of Registrant’s directors as of February 2, 2006 or by
directors appointed by such directors or (C) Registrant entering into an
agreement to effect any of the foregoing; bankruptcy or insolvency acts; breach
or default which results in acceleration of the maturity of other debentures,
mortgages or credit facilities, indebtedness or factor agreements involving
outstanding principal of at least $100,000; breach of the Registration Rights
Agreement as to the scheduled filing, or effectiveness, and maintaining
effectiveness of the registration statement which results in an inability to
sell shares by holder for a designated period; failure to maintain the
eligibility of the Common Stock to trade or the Over-the-Counter Bulletin Board,
and failure to make delivery within five trading days of certificates for shares
to be issued upon conversion for four trading days after the conversion or
the
date Registrant publicly announces intention not to comply with requests for
conversion in accordance with the Debenture terms.
Registrant
paid and is to pay to Yorkville Advisor, LLC a fee of 8% of the principal amount
of the Debentures sold ($120,000 with respect to the $1,500,000 Debentures
sold
to date) and paid Yorkville structuring and due diligence fees of $15,000 and
$5,000, respectively.
The
net
proceeds of $1,360,000 prior to deducting legal and accounting fees and other
expenses, will be used for working capital including Phase I and initiation
of
Phase II testing of its Lovoxin C, its first Listeria cancer immunotherapy
in
cervical cancer patients, and acceleration of pre clinical testing for several
pipeline vaccines including Lovaxin B and Lovaxin S for breast and ovarian
cancer, respectively.
The
sale
of the Debenture was exempt from registration by virtue of Section 4(2) of
the
Act.
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Item
9.01.
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Financial
Statements and Exhibits
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Exhibit
10.01
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Securities
Purchase Agreement
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Exhibit
10.02
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Secured
Convertible Debenture
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Exhibit
10.03
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Warrant
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Exhibit
10.04
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B
Warrant
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Exhibit
10.05
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Investor
Registration Rights Agreement
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Exhibit
10.06
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Security
Agreement (Cornell)
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Exhibit
10.07
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Security
Agreement (Subsidiary)
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Exhibit
10.08
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Irrevocable
Transfer Agent Instructions
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SIGNATURE
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: February
7, 2006 |
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ADVAXIS,
INC. |
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By: |
/s/ Roni
Appel |
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Name: Roni
Appel
Title: Chief
Executive Officer
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