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) August 21, 2007
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Advaxis,
Inc.
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(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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Technology
Center of New Jersey,
675
Rt. 1, Suite B113
North
Brunswick, New Jersey
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08902
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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 (732)
545-1590
__________________________________________
(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 (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))
IItem
2.03. Creation
of a Direct Financial Obligation
Item
3.02. Unregistered
Sales of Equity Securities
On
August
24, 2007, we issued and sold an aggregate of $600,000 principal amount
promissory notes bearing interest at a rate of 12% per annum and warrants to
purchase and an aggregate of 150,000 shares of our common stock to three
investors including Thomas Moore, our Chief Executive Officer. Mr. Moore
invested $400,000 and received warrants for the purchase of 100,000 shares
of
Common Stock.
The
promissory note and accrued but unpaid interest thereon are convertible at
the
option of the holder into shares of our common stock upon the closing by the
Company of a sale of its equity securities aggregating $3,000,000 or more in
gross proceeds to the Company at a conversion rate which shall be the greater
of
a price at which such equity securities we sold or the price per share of the
last reported trade of our Common Stock on the market on which the Common Stock
is then listed, as quoted by Bloomberg LP. At any time prior to conversion,
we
have the right to prepay the promissory notes and accrued but unpaid interest
thereon.
The
warrant is exercisable for a five-year period commencing on issuance and
expiring on August 31, 2012, at a price of $0.287 per share. Provided, however,
that if (i) the average of the closing prices for any consecutive 30 Trading
Days period is at least $1.00, (ii) the average daily trading volume of the
Common Stock during such 30-Trading Day period is at least 100,000 shares,
and
(iii) a registration statement covering the resale of the shares underlying
the
warrant is at such time effective (the first date upon which the conditions
set
forth in (i), (ii) and (iii) are satisfied, being referred to as the “Early
Expiration Triggering Event”), then the warrant shall be canceled and shall be
of no further force and effect (to the extent not previously exercised) as
of
the 45th
day
following the Early Expiration Triggering Event
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On
August
21, 2007, Advaxis, Inc. (the “Company”) and Mr. Thomas A. Moore, its Chief
Executive, completed execution of employment agreement memorializing
the terms previously disclosed of his employment since his initial engagement
and election on December 15, 2006. Mr. Moore is to receive an annual salary
of
$250,000 to increase to $350,000, subject to a successful sale by the Company
of
its securities for at least $4,000,000. He is to receive 750,000 shares upon
the
completion of sales or a sale of securities for gross proceeds of an additional
$6,000,000. (Mr. Moore had been granted on December 15, 2006, 2,400,000 options
at the price of $0.143 per share to vest monthly over 2 years). Mr. Moore is
eligible to receive an additional grant of 1,500,000 shares of the Company’s
common stock, if the Company’s stock share price is at least $0.40 per share or
higher, over 40 consecutive days. He is to receive health care benefits at
no
cost to him. In the event of a change of control or a sale of the Company while
Mr. Moore is employed, all options will be awarded and vested. In the event
of
termination of Mr. Moore’s employment by the Company following a $4,000,000
security sale, he will also receive a severance payment equal to one year of
salary at his then compensation level. In the definitive agreement the Board
abandoned its original proposal to terminate Mr. Moore’s employment and the
return of all options or shares of common stock granted without severance or
other terminating compensation, if the Company did not successfully compete
by
June 2007 a financing of at least $4,000,000.
Item
9.01. Financial
Statements and Exhibits
Exhibit
10.1 Form
of
Warrant of Advaxis, Inc.
Exhibit
10.2 Form
of
Note of Advaxis, Inc.
Exhibit
10.3 Employment Agreement between Thomas Moore and Advaxis Inc. executed August
21, 2007.
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.
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| Dated: August
24, 2007 |
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ADVAXIS,
INC. |
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By: |
/s/
Thomas Moore |
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Name: Thomas
Moore |
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Title:
Chief Executive Officer
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