ADXS / Ayala Pharmaceuticals, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36138 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2024 Ayala Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36138 84-1521955 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36138 AYALA PHARMACEU

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 15, 2024

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 25, 2024 Ayala Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36138 84-1521955 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ............ 2.50 SEC File Number: 001-36138 CUSIP Number: 007624406 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended:

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): March 25, 2024 Ayala Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36138 84-1521955 (State or other jurisdiction of incorporation) (Commiss

Ayala Pharmaceuticals Announces Completion of Sale of AL102 to Immunome

Exhibit 99.1 Ayala Pharmaceuticals Announces Completion of Sale of AL102 to Immunome MONMOUTH JUNCTION, NJ, March 26, 2024 – Ayala Pharmaceuticals, Inc. (OTCQX: ADXS), a clinical-stage oncology company, today announced the completion of the previously announced sale of AL102, and related drug candidate AL101, to Immunome, Inc. (Nasdaq: IMNM). As per the terms of the sale, Ayala received from Immun

Common Stock Purchase Warrant (Convertible Note), dated March 1, 2024, issued by Ayala Pharmaceuticals, Inc. to Israel Biotech Fund I, L.P. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on March 5, 2024.

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:  ☐ ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement AYALA PHARMACEUTICALS, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 1, 2024 Ayala Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36138 84-1521955 (State or other jurisdiction of incorporation) (Commissi

Senior Convertible Promissory Note, dated March 1, 2024, by and between Ayala Pharmaceuticals, Inc. and Israel Biotech Fund I, L.P.

Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

February 20, 2024 Andres A. Gutierrez, MD, PhD Via Email Dear Andres: Reference is made to that certain Asset Purchase Agreement dated as of February 5, 2024 by and between Ayala Pharmaceuticals, Inc. (the “Company”) and Immunome, Inc. (the “APA”), a

Exhibit 99.1 February 20, 2024 Andres A. Gutierrez, MD, PhD Via Email Dear Andres: Reference is made to that certain Asset Purchase Agreement dated as of February 5, 2024 by and between Ayala Pharmaceuticals, Inc. (the “Company”) and Immunome, Inc. (the “APA”), and that certain Employment Agreement dated as of April 23, 2018 by and between the Company (then known as Advaxis, Inc.) and you (the “Em

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 20, 2024 Ayala Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36138 84-1521955 (State or other jurisdiction of incorporation) (Comm

CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Ayala Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Ayala Pharmaceuticals, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:  ☐ ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement AYALA PHARMACEUTICALS, INC.

Joint Filing Agreement

EX-99.1 2 tm245846d20ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.001 p

ADXS / Ayala Pharmaceuticals, Inc. / Redmile Group, LLC - SCHDULE 13G/A Passive Investment

SC 13G/A 1 tm245846d20sc13ga.htm SCHDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) AYALA PHARMACEUTICALS, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 007624307 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Ch

ADXS / Ayala Pharmaceuticals, Inc. / Schindel Yair Chaim - SC 13G/A Passive Investment

SC 13G/A 1 zk2430923.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Ayala Pharmaceutics, Inc (Name of Issuer) Common Stock, Par Value $0.001 per Share (Title of Class of Securities) 007624307 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate bo

ADXS / Ayala Pharmaceuticals, Inc. / Israel Biotech Fund I, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 zk2430922.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities)

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): February 7, 2024 Ayala Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36138 84-1521955 (State or other jurisdiction of incorporation) (Commi

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): February 5, 2024 AYALA PHARMACEUT

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): February 5, 2024 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employe

Asset Purchase Agreement, dated as of February 5, 2024, by and between Ayala Pharmaceuticals, Inc. and Immunome, Inc. Incorporated by Reference to Exhibit 2.1 to the Current Report on Form 8-K of the Registrant, filed with the SEC on February 6, 2024.

Exhibit 2.1 CONFIDENTIAL EXECUTION VERSION ASSET PURCHASE AGREEMENT by and between Ayala Pharmaceuticals, Inc. and Immunome, Inc. Dated as of February 5, 2024 TABLE OF CONTENTS Page 1. Definitions. 1 2. Purchase and Sale of Assets 20 2.1 Acquired Assets. 20 2.2 Assumed Liabilities 21 2.3 Excluded Liabilities 21 2.4 Assets Incapable of Transfer 21 3. Consideration 21 3.1 Consideration 21 3.2 Closin

Form of Support Agreement, dated February 5, 2024.

Exhibit 10.1 CONFIDENTIAL FORM OF SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made as of February 5, 2024, by and among Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Immunome, Inc., a Delaware corporation (“Purchaser”), and the Person or Persons set forth on the signature page hereto (“Stockholder”). Capitalized terms used but not otherwise defined herein

Immunome To Acquire AL102, A Phase 3 Asset for the Treatment of Desmoid Tumors, From Ayala Pharmaceuticals – AL102 is a small molecule gamma secretase inhibitor with a differentiated clinical profile –

Exhibit 99.1 Immunome To Acquire AL102, A Phase 3 Asset for the Treatment of Desmoid Tumors, From Ayala Pharmaceuticals – AL102 is a small molecule gamma secretase inhibitor with a differentiated clinical profile – BOTHELL, WA and MONMOUTH JUNCTION, NJ, Feb. 6, 2024 – Immunome, Inc. (Nasdaq: IMNM), a biotechnology company dedicated to developing first-in-class and best-in-class targeted cancer the

BIOSIGHT LTD. CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2023

Exhibit 99.2 BIOSIGHT LTD. CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2023 F-1 BIOSIGHT LTD. CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2023 INDEX Page Condensed consolidated interim financial statements - in US Dollar (USD): Condensed consolidated balance sheets F-3 Condensed consolidated statements of operations F-5 Condensed consolid

BIOSIGHT LTD. CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 BIOSIGHT LTD. CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022

Exhibit 99.1 BIOSIGHT LTD. CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 BIOSIGHT LTD. CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 INDEX Page Report of Independent Auditors 3 Consolidated Balance Sheets 4 Consolidated Statements of Operations 6 Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency 7 Consolidated Statements of

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On July 26, 2023, Ayala Pharmaceuticals, Inc. (“Ayala” or “Company”), and its wholly owned subsidiary organized under the laws of the State of Israel, Advaxis Israel Ltd. (“Biosight Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Biosight Ltd. (“Biosight”), a private

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Com

ADXS / Ayala Pharmaceuticals Inc. / Israel Biotech Fund I, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 zk2330585.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities)

Registration Rights Agreement, dated November 17, 2023, by and among Ayala Pharmaceuticals, Inc., Israel Biotech Fund I, L.P., Israel Biotech Fund II, L.P., Arkin Bio Ventures L.P., Biotel Limited and Arkin Communication Ltd. Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on November 20, 2023.

Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into on this 17th day of November, 2023 by and among AYALA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the entities named in the signature pages hereto (the “Purchasers”). WHEREAS, on or about the date hereof, the Company issued to certain of the Purchasers th

Common Stock Purchase Warrant (Secured Note), dated November 17, 2023, issued by Ayala Pharmaceuticals, Inc. to Israel Biotech Fund I, L.P.

Exhibit 10.4 Exhibit A NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36138 AYALA

Side Letter Agreement (New Notes), dated November 17, 2023, by and among Ayala Pharmaceuticals, Inc., Israel Biotech Fund I, L.P., Israel Biotech Fund II, L.P., Arkin Bio Ventures L.P., Biotel Limited and Arkin Communication Ltd.

Exhibit 10.5 SIDE LETTER AGREEMENT (NEW NOTES) Dated as of November 17, 2023 Reference in this Side Letter Agreement (New Notes) (this “Agreement”) is made to (i) the Senior Secured Convertible Promissory Notes, dated August 7, 2023 (the “Secured Notes”), issued by Ayala Pharmaceuticals, Inc. (“Ayala”) to Israel Biotech Fund I, L.P. (“IBF I”) and, by virtue of partial assignment, Israel Biotech Fu

Subordination Agreement, dated November 17, 2023, by and among Ayala Pharmaceuticals, Inc., Israel Biotech Fund I, L.P. and Israel Biotech Fund II, L.P., Arkin Bio Ventures L.P. and Biotel Limited

Exhibit 10.6 SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”) dated as of November 17, 2023, is entered into by and among the entities detailed as Subordinated Creditors on the signature page hereto (“Subordinated Creditor”), ISRAEL BIOTECH FUND I, L.P. (“IBF I”) and ISRAEL BIOTECH FUND II, L.P. (“IBF II” and, together with IBF I, solely in their capacities as such, “Senior

Amended and Restated Senior Secured Convertible Promissory Note, dated November 17, 2023, by and between Ayala Pharmaceuticals, Inc. and Israel Biotech Fund I, L.P.

Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Senior Convertible Promissory Note, dated November 17, 2023, by and between Ayala Pharmaceuticals, Inc. and Israel Biotech Fund I, L.P.

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Common Stock Purchase Warrant (Convertible Note), dated November 17, 2023, issued by Ayala Pharmaceuticals, Inc. to Israel Biotech Fund I, L.P.

Exhibit 10.3 Exhibit A NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT

Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Washington, D.

ADXS / Ayala Pharmaceuticals Inc. / Israel Biotech Fund I, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 zk2330451.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities)

ADXS / Ayala Pharmaceuticals Inc. / Schindel Yair Chaim - SC 13G/A Passive Investment

SC 13G/A 1 zk2330401.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Ayala Pharmaceutics, Inc (Name of Issuer) Common Stock, Par Value $0.001 per Share (Title of Class of Securities) 007624307 (CUSIP Number) October 18, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box

Agreement and Plan of Merger and Reorganization, by and among the Company, Merger Sub, and Biosight, dated as of July 26, 2023 (incorporated by Reference to Exhibit 2.1 to the Current Report on Form 8-K of the Registrant, filed with the SEC on August 1, 2023).

Exhibit 2.1

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 18, 2023 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employe

Ayala Pharmaceuticals Announces Closing of Merger with Biosight

Exhibit 99.1 Ayala Pharmaceuticals Announces Closing of Merger with Biosight REHOVOT, Israel & MONMOUTH JUNCTION, N.J., October 19, 2023 — Ayala Pharmaceuticals, Inc. (OTCQX: ADXS), a clinical-stage oncology company, today announced the closing of its merger with Biosight, Ltd. (“Biosight”), pursuant to which Ayala acquired Biosight. The combined company will operate under the name Ayala Pharmaceu

Certificate of Merger of Advaxis Israel Ltd. with and into Biosight, Ltd.

Exhibit 3.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 15, 2023 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Emplo

Side Letter Agreement for Conversion

Exhibit 10.1 SIDE LETTER AGREEMENT FOR CONVERSION September 11, 2023 Reference in this Side Letter Agreement for Conversion (this “Agreement”) is made to the Simple Agreement for Future Equity by and between Biosight Ltd., an Israeli company (“Biosight”), and the Investors named on the signature page hereto (collectively, the “Investors”), dated as of the date hereof (the “Biosight SAFE”). Capital

ADXS / Ayala Pharmaceuticals Inc. / Israel Biotech Fund I, L.P. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 007624307 (CUSIP Number) I.B.F Mana

Joint Filing Agreement by and among the Reporting Persons.

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock of Ayala Pharmaceuticals, Inc., a Del

Promissory Note, dated August 7, 2023 (incorporated by reference to Exhibit 4.1 of the Issuer's Form 10-Q filed with the SEC on August 10, 2023).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36138 AYALA PHAR

Security Agreement, dated August 7, 2023, by and between Ayala Pharmaceuticals, Inc. and Israel Biotech Fund I, L.P.

Exhibit 10.1 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement” or this “Security Agreement”), dated August 7, 2023, by and between AYALA PHARMACEUTICALS, INC., a Delaware corporation, with headquarters located at 9 Deer Park Drive, Suite K-1, Monmouth Junction, New Jersey 08852 (the “Debtor”), and ISRAEL BIOTECH FUND I, L.P. (the “Secured Party”). Debtor hereby agrees in favor of Secure

Ayala Pharmaceuticals and Biosight Enter into Definitive Merger Agreement Combined company to operate as Ayala Pharmaceuticals, Inc. Merger to add a clinical stage oncology asset to Ayala’s portfolio with data anticipated in the first half of 2024

Exhibit 99.1 Ayala Pharmaceuticals and Biosight Enter into Definitive Merger Agreement Combined company to operate as Ayala Pharmaceuticals, Inc. Merger to add a clinical stage oncology asset to Ayala’s portfolio with data anticipated in the first half of 2024 REHOVOT and TEL AVIV, ISRAEL & MONMOUTH JUNCTION, N.J., July 27, 2023 — Ayala Pharmaceuticals, Inc. (OTCQX: ADXS), a publicly-traded clinic

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): July 26, 2023 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer o

Agreement and Plan of Merger and Reorganization, by and among the Company, Merger Sub, and Biosight, Ltd., dated as of July 26, 2023. Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the SEC on August 1, 2023.

Exhibit 2.1

Biosight Support Agreement (incorporated by reference to Exhibit 2.2 of the Issuer's Report on Form 8-K filed with the SEC on August 1, 2023).

Exhibit 2.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36138 AYALA PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ............ 2.50 SEC File Number: 001-36138 CUSIP Number: 007624406 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended:

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): April 5, 2023 AYALA PHARMACEUTICA

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): April 5, 2023 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer o

Letter from Marcum LLP to the SEC regarding change in certifying accountants

Exhibit 16.1 April 7, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Ayala Pharmaceuticals, Inc. under Item 4.01 of its Form 8-K dated April 5, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Ayala Pharmaceuticals, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Com

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On October 18, 2022, Ayala Pharmaceuticals, Inc. (formerly known as Advaxis, Inc.) (“Ayala Pharmaceuticals”), a Delaware corporation, Doe Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Ayala Pharmaceuticals (“Merger Sub”), and Old Ayala (formerly known as Ayala Pharmaceuticals, Inc.), a Delaware cor

AYALA PHARMACEUTICALS, INC. INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 AYALA PHARMACEUTICALS, INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 1281) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Statement of Changes in Stockholders’ equity F-5 Statements of Consolidated Cash Flows F-6 Notes to Consolidated Financial Statements F-7 F-1 Kost Forer Gabbay & Kasierer Tel: +9

Restated Certificate of Incorporation of Ayala Pharmaceuticals, Inc., dated as of January 27, 2023. Incorporated by reference to Exhibit 2.1 to Annual Report on Form 10-K filed with the SEC on February 10, 2023.

Exhibit 3.1 Amended and Restated Certificate of Incorporation of Ayala Pharmaceuticals, Inc. (as amended) Ayala Pharmaceuticals, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify that: 1. The present name of the Corporation is Ayala Pharmaceuticals, Inc. 2. The Corporation was originally i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-36138 AYALA PHARMACEUTICALS, INC. (Exact nam

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.001 par value per share, of Ayala Pharmaceuticals,

ADXS / Advaxis, Inc. / Redmile Group, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) AYALA PHARMACEUTICALS, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 007624307 (CUSIP Number) January 19, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

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): January 26, 2023 AYALA PHARMACEUT

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): January 26, 2023 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employe

ADXS / Advaxis, Inc. / Schindel Yair Chaim - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ayala Pharmaceutics, Inc (Name of Issuer) Common Stock, Par Value $0.001 per Share (Title of Class of Securities) 007624307 (CUSIP Number) January 19, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 001-36138 NOTIFICATION OF LATE FILING

NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 001-36138 NOTIFICATION OF LATE FILING (Check one:) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended October 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): January 19, 2023 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employe

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Advaxis, Inc.

Exhibit 3.1

Certificate of Merger of Doe Merger Sub with and into Ayala Pharmaceuticals, Inc.

Exhibit 3.2

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): January 13, 2023 ADVAXIS, INC. (E

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): January 13, 2023 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorpora

Other Events

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): January 10, 2023 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorpora

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): January 10, 2023 ADVAXIS, INC. (E

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): January 10, 2023 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorpora

SUPPLEMENT TO PROSPECTUS

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-268586 Advaxis, Inc. (“Advaxis”) has filed a registration statement on Form S-4 (File No. 333-268586) (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. The Registration Statement relates to an offering of securities of Advaxis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule

DATED December 12, 2022 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-268586 DATED December 12, 2022 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Ayala Pharmaceuticals, Inc., Ayala Pharmaceuticals, Inc., a Delaware corporation (“Ayala”), Advaxis, Inc., a Delaware corporation (“Advaxis”), and Doe Merger Sub, Inc. (“Merger Sub”), a direct, wholly-owned subsidiary of Advax

As filed with the Securities and Exchange Commission on December 8, 2022

As filed with the Securities and Exchange Commission on December 8, 2022 Registration No.

Form of Proxy Card.

Exhibit 99.1

Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, NJ 08852

CORRESP 1 filename1.htm Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, NJ 08852 December 8, 2022 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street NE Washington, DC 20549 Attention: Alan Campbell VIA EDGAR Re: Advaxis, Inc. Registration Statement on Form S-4 Filed November 29, 2022 File No. 333-268586 Dear Mr. Campbell: In acc

Certificate of Designation of Series E Preferred Stock, dated December 1, 2022

Exhibit 3.1 ADVAXIS, INC. CERTIFICATE OF DESIGNATION OF SERIES E PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Advaxis, Inc., a Delaware corporation (the ?Corporation?), that the following resolution was duly adopted by the board of directors of the Corporation (the ?Board of Directors?), in accorda

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): December 1, 2022 Advaxis, Inc. (E

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): December 1, 2022 Advaxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Num

Certificate of Designation of Series E Preferred Stock, dated December 1, 2022

Exhibit 3.1 ADVAXIS, INC. CERTIFICATE OF DESIGNATION OF SERIES E PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Advaxis, Inc., a Delaware corporation (the ?Corporation?), that the following resolution was duly adopted by the board of directors of the Corporation (the ?Board of Directors?), in accorda

Subscription and Investment Representation Agreement, dated December 1, 2022, by and between Advaxis, Inc. and the purchaser signatory thereto

EX-10.1 3 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2022 by and between Advaxis, Inc., a Delaware corporation (the “Company”), and Kenneth A. Berlin (the “Subscriber”). In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and suffici

Subscription and Investment Representation Agreement, dated December 1, 2022, by and between Advaxis, Inc. and the purchaser signatory thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of December 1, 2022 by and between Advaxis, Inc., a Delaware corporation (the ?Company?), and Kenneth A. Berlin (the ?Subscriber?). In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are her

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): December 1, 2022 Advaxis, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

Form of Proxy Card.

Exhibit 99.1

List of subsidiaries of Advaxis, Inc.

Exhibit 21.1 Subsidiaries of Advaxis, Inc. Advaxis Ltd.

Consent of Torreya Capital, LLC.

Exhibit 99.6 November 29, 2022 Board of Directors Ayala Pharmaceuticals Oppenheimer 4, Rehovot 7670104 Israel Re: Registration Statement on Form S-4 of Ayala Pharmaceuticals (the “Company”) Filed on the Date Herewith (the “Registration Statement”) Ladies and Gentlemen: Reference is made to our opinion letter, dated October 16, 2022 with respect to the fairness from a financial point of view to Aya

Consent of Murray A. Goldberg to be named as a director.

Exhibit 99.3 Consent of Person Named as About to Become Director November 29, 2022 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Advaxis, Inc., and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 424 promulgated under the Securiti

Filing Fee Exhibit.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ADVAXIS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Reg

As filed with the Securities and Exchange Commission on November 29, 2022

As filed with the Securities and Exchange Commission on November 29, 2022 Registration No.

Consent of Robert Spiegel, M.D. to be named as a director.

Exhibit 99.4 Consent of Person Named as About to Become Director November 29, 2022 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Advaxis, Inc., and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 424 promulgated under the Securiti

Consent of Vered Bisker-Leib, Ph.D. to be named as a director

Exhibit 99.2 Consent of Person Named as About to Become Director November 29, 2022 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Advaxis, Inc., and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 424 promulgated under the Securiti

Consent of Cantor Fitzgerald & Co.

Exhibit 99.5 Consent of Cantor Fitzgerald & Co. The Board of Directors Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, New Jersey Members of the Board: We hereby consent to the inclusion of our opinion letter dated October 18, 2022 to the Board of Directors (in its capacity as such) of Advaxis, Inc. (“Advaxis”) included as Annex C, and to the references thereto under the captions “Pr

Advaxis, Inc. – Ayala Pharmaceuticals and Advaxis Enter into Merger Agreement Conference Call, October 19, 2022

Exhibit 99.2 Advaxis, Inc. – Ayala Pharmaceuticals and Advaxis Enter into Merger Agreement Conference Call, October 19, 2022 C O R P O R A T E P A R T I C I P A N T S Tim McCarthy, Investor Relations, LifeSci Advisors, LLC Ken Berlin, President and Chief Executive Officer, Advaxis, Inc. Roni Mamluk, Ph.D., President and Chief Executive Officer, Ayala Pharmaceuticals, Inc. C O N F E R E N C E C A L

Ayala Pharmaceuticals and Advaxis Enter into Merger Agreement Merger brings U.S. management and presence, cash to develop compelling late-stage asset Lead candidate AL102 being evaluated in ongoing Phase 2/3 RINGSIDE study, a potential registration t

EX-99.1 5 ex99-1.htm Exhibit 99.1 Ayala Pharmaceuticals and Advaxis Enter into Merger Agreement Merger brings U.S. management and presence, cash to develop compelling late-stage asset Lead candidate AL102 being evaluated in ongoing Phase 2/3 RINGSIDE study, a potential registration trial in desmoid tumors Ayala and Advaxis stockholders will respectively own approximately 62.5% and 37.5% Combined C

Voting and Support Agreement, by and between the Company and Israel Biotech Fund I, L.P., dated as of October 18, 2022.

EX-10.1 3 ex10-1.htm Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2022, by and among Advaxis, Inc., a Delaware corporation (“Parent”); and Israel Biotech Fund I, L.P., a Cayman Islands Exempted Limited Partnership (“Stockholder”). WHEREAS, concurrently with the execution and delivery of t

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 18, 2022 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorpora

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): October 18, 2022 ADVAXIS, INC. (E

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): October 18, 2022 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorpora

Ayala Pharmaceuticals and Advaxis Enter into Merger Agreement Merger brings U.S. management and presence, cash to develop compelling late-stage asset Lead candidate AL102 being evaluated in ongoing Phase 2/3 RINGSIDE study, a potential registration t

EX-99.1 5 ex99-1.htm Exhibit 99.1 Ayala Pharmaceuticals and Advaxis Enter into Merger Agreement Merger brings U.S. management and presence, cash to develop compelling late-stage asset Lead candidate AL102 being evaluated in ongoing Phase 2/3 RINGSIDE study, a potential registration trial in desmoid tumors Ayala and Advaxis stockholders will respectively own approximately 62.5% and 37.5% Combined C

Voting and Support Agreement, by and between the Company and aMoon Growth Fund Limited Partnership, dated as of October 18, 2022.

Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2022, by and among Advaxis, Inc., a Delaware corporation (“Parent”); and aMoon Growth Fund Limited Partnership, a Cayman Islands Exempted Limited Partnership (“Stockholder”). WHEREAS, concurrently with the execution and delivery of this Agreeme

Voting and Support Agreement, by and between the Company and aMoon Growth Fund Limited Partnership, dated as of October 18, 2022. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October 18, 2022.

Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2022, by and among Advaxis, Inc., a Delaware corporation (“Parent”); and aMoon Growth Fund Limited Partnership, a Cayman Islands Exempted Limited Partnership (“Stockholder”). WHEREAS, concurrently with the execution and delivery of this Agreeme

Advaxis, Inc. – Ayala Pharmaceuticals and Advaxis Enter into Merger Agreement Conference Call, October 19, 2022

Exhibit 99.2 Advaxis, Inc. – Ayala Pharmaceuticals and Advaxis Enter into Merger Agreement Conference Call, October 19, 2022 C O R P O R A T E P A R T I C I P A N T S Tim McCarthy, Investor Relations, LifeSci Advisors, LLC Ken Berlin, President and Chief Executive Officer, Advaxis, Inc. Roni Mamluk, Ph.D., President and Chief Executive Officer, Ayala Pharmaceuticals, Inc. C O N F E R E N C E C A L

Agreement and Plan of Merger and Reorganization, by and among the Company, Merger Sub, and Ayala, dated as of October 18, 2022.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among ADVAXIS, INC., AYALA PHARMACEUTICALS, INC. and DOE MERGER SUB, INC. Dated as of October 18, 2022 Table of Contents Page ARTICLE I THE MERGER; CLOSING; SURVIVING COMPANY 2 1.1. The Merger 2 1.2. Closing 2 1.3. Effective Time 2 1.4. The Certificate of Incorporation 2 1.5. The Bylaws 2 1.6. Directors of Parent 2 1.7. Directors and Offic

Agreement and Plan of Merger and Reorganization, by and among the Company, Merger Sub, and Ayala, dated as of October 18, 2022. Incorporated by reference to Exhibit 2.1 on Form 8-K filed with the SEC on October 18, 2022.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among ADVAXIS, INC., AYALA PHARMACEUTICALS, INC. and DOE MERGER SUB, INC. Dated as of October 18, 2022 Table of Contents Page ARTICLE I THE MERGER; CLOSING; SURVIVING COMPANY 2 1.1. The Merger 2 1.2. Closing 2 1.3. Effective Time 2 1.4. The Certificate of Incorporation 2 1.5. The Bylaws 2 1.6. Directors of Parent 2 1.7. Directors and Offic

Voting and Support Agreement, by and between the Company and Israel Biotech Fund I, L.P., dated as of October 18, 2022. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 18, 2022.

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2022, by and among Advaxis, Inc., a Delaware corporation (“Parent”); and Israel Biotech Fund I, L.P., a Cayman Islands Exempted Limited Partnership (“Stockholder”). WHEREAS, concurrently with the execution and delivery of this Agreement, Parent

Amendment No. 1 to the employment agreement between Advaxis, Inc. and Kenneth A. Berlin, dated September 12, 2022. Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on September 12, 2022.

Exhibit 10.1 ADVAXIS, Inc. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1, dated as of September 12, 2022 (this ?Amendment?), is made to the Employment Agreement, dated as of April 10, 2018 (the ?Agreement?), by and between Advaxis, Inc., a Delaware corporation (the ?Company?), and Kenneth A. Berlin (?Executive?). Each capitalized term used but not otherwise defined herein shall have

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36138 ADVAXIS, INC. (Exact name

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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 28, 2022 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, New Jersey (609) 452-9813

RW 1 formrw.htm Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, New Jersey (609) 452-9813 June 27, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Advaxis, Inc. Request to Withdraw Registration Statement on Form S-1 File No. 333-264894 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act

Other Events

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 24, 2022 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorporatio

As filed with the Securities and Exchange Commission on June 13, 2022

As filed with the Securities and Exchange Commission on June 13, 2022 Registration No.

Form of Warrant (filed herewith).

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [], 2022, is entered into by and between Advaxis, Inc. a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated [] [], 2022, by and am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36138 ADVAXIS, INC. (Exact name

Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

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 3, 2022 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorporation

Press Release of Advaxis, Inc. dated June 3, 2022

Exhibit 99.1

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Advaxis, Inc.

Exhibit 3.1

Form of Warrant (filed herewith).

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [], 2022, is entered into by and between Advaxis, Inc. a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated [] [], 2022, by and am

As filed with the Securities and Exchange Commission on May 24, 2022

As filed with the Securities and Exchange Commission on May 24, 2022 Registration No.

Form of Underwriting Agreement. Incorporated by reference to Exhibit 1.1 to Amendment No.1 to the Form S-1 filed with the SEC on May 24, 2022.

EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT between ADVAXIS, INC. and A.G.P./ALLIANCE GLOBAL PARTNERS, as Representative of the Several Underwriters New York, New York [] [], 2022 A.G.P./Alliance Global Partners As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 28th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned, A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 1

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): May 10, 2022 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorporation

Form of Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Advaxis, Inc.

Exhibit 3.1 Appendix A CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVAXIS, INC. Certificate of Amendment of Amended and Restated Certificate of Incorporation of Advaxis, Inc. Advaxis, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify that: FIRST: The n

Power of Attorney (previously filed).

As filed with the Securities and Exchange Commission on May 12, 2022 Registration No.

Filing Fee Exhibit (previously filed).

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Advaxis, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) (2) Fee Rate Amount of Registration Fee (6) Newly Registered Securiti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 1, 2022 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorporation)

Other Events

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): April 6, 2022 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Submission of Matters to a Vote of Security Holders

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): March 31, 2022 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36138 ADVAXIS, INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule

Certificate of Correction to the Certificate of Designation of Preferences, Rights, and Limitations of Series D Convertible Redeemable Preferred Stock, Incorporated by reference to Exhibit 3.13 of the Annual Report on Form 10-K filed with the SEC on February 14, 2022.

Exhibit 3.13 CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE REDEEMABLE PREFERRED STOCK OF ADVAXIS, INC. Advaxis, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the Corporation is Advaxis, Inc. 2.

Description of each class of securities registered under Section 12 of the Securities Exchange Act of 1934. Incorporated by reference to Exhibit 4.7 to the Annual Report on Form 10-K filed with the SEC on February 14, 2022.

Exhibit 4.7 DESCRIPTION OF ADVAXIS, INC.?S SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Common Stock The following is a summary of certain rights and privileges of the Common Stock of Advaxis, Inc. (?Advaxis,? ?we,? or ?our?), a corporation organized under the laws of the state of Delaware. This summary does not purport to be complete. Reference is made

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED - OCTOBER 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED - OCTOBER 31, 2021 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-36138 ADVAXIS, INC. (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Redeemable Preferred Stock, Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on February 1, 2022

Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): January 31, 2022 ADVAXIS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response .

Amendment No. 2 to the Second Amended and Restated By-Laws of Advaxis, Inc., Incorporated by reference to Exhibit 3.9 to Current Report on Form 8-K filed with the SEC on January 28, 2022

Exhibit 3.9 AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED BY-LAWS OF ADVAXIS, INC. The undersigned, being the duly elected and acting President and Chief Executive Officer of Advaxis, Inc., a Delaware corporation (the ?Corporation?), does hereby certify that: 1. The Board of Directors of the Corporation, by unanimous written consent, approved and adopted the following amendments to the Second

Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Advaxis, Inc., filed with the Secretary of State of the State of Delaware on January 27, 2022, Incorporated by reference to Exhibit 3.4 to Current Report on Form 8-K filed with the SEC on January 28, 2022

Exhibit 3.4

Advaxis Prices Offering of $5,000,000 of Convertible Redeemable Preferred Stock Through a Private Placement

Exhibit 99.1 Advaxis Prices Offering of $5,000,000 of Convertible Redeemable Preferred Stock Through a Private Placement January 28, 2022 MONMOUTH JUNCTION, N.J., Jan. 28, 2022 (GLOBE NEWSWIRE) - Advaxis, Inc. (OTCQX: ADXS), a clinical-stage biotechnology company focused on the development and commercialization of immunotherapy products, today announced that the Company entered into an agreement w

Form of Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Redeemable Preferred Stock

Exhibit 3.8 ADVAXIS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE REDEEMABLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF delaware The undersigned, Kenneth Berlin, does hereby certify that: 1. He is the President & Chief Executive Officer of Advaxis, Inc., a Delaware corporation (the ?Corporation?). 2. The

Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Advaxis, Inc., filed with the Secretary of State of the State of Delaware on January 27, 2022, Incorporated by reference to Exhibit 3.6 to Current Report on Form 8-K filed with the SEC on January 28, 2022

Exhibit 3.6

Form of Securities Purchase Agreement between Advaxis, Inc. and the investors thereto, dated January 27, 2022, Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on January 28, 2022.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of January , 2022 by and among Advaxis, Inc., a Delaware corporation (the ?Company?), and the Investors identified on the Schedule of Investors attached hereto as Exhibit A (each an ?Investor? and collectively the ?Investors?). Recitals A. The Company and the Investors are e

Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Advaxis, Inc., filed with the Secretary of State of the State of Delaware on January 27, 2022, Incorporated by reference to Exhibit 3.5 to Current Report on Form 8-K filed with the SEC on January 28, 2022

Exhibit 3.5

Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Advaxis, Inc., filed with the Secretary of State of the State of Delaware on January 27, 2022, Incorporated by reference to Exhibit 3.3 to Current Report on Form 8-K filed with the SEC on January 28, 2022

EX-3.3 4 ex3-3.htm Exhibit 3.3

Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Advaxis, Inc., filed with the Secretary of State of the State of Delaware on January 27, 2022, Incorporated by reference to Exhibit 3.7 to Current Report on Form 8-K filed with the SEC on January 28, 2022

Exhibit 3.7

Certificate of Correction to the Amended and Restated Certificate of Incorporation of Advaxis, Inc., filed with the Secretary of State of the State of Delaware on January 27, 2022, Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on January 28, 2022

EX-3.1 2 ex3-1.htm Exhibit 3.1

Certificate of Correction to the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Advaxis, Inc., filed with the Secretary of State of the State of Delaware on January 27, 2022, Incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed with the SEC on January 28, 2022

Exhibit 3.2

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 27, 2022 ADVAXIS, INC.

Form of Registration Rights Agreement by and among Advaxis, Inc. and the investors named therein, Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on January 28, 2022.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of January , 2022 by and among Advaxis, Inc., a Delaware corporation (the ?Company?), and the ?Investors? named in that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (the ?Purchase Agreement?). Capitalized term

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): December 30, 2021 ADVAXIS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorpor

Termination Letter from Advaxis, Inc. to Biosight LTD., dated December 30, 2021, Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on December 30, 2021.

EX-10.1 2 ex10-1.htm Exhibit 10.1 December 30, 2021 VIA EMAIL AND COURIER Biosight LTD. 3 Hayarden St., Airport City P.O.B 1083 Lod 7019802 Israel E-Mail: [email protected] Attention: Dr. Ruth Ben Yakar Dear Ruth: I am writing in connection with the Agreement and Plan of Merger and Reorganization, dated as of July 4, 2021, among Advaxis, Inc., Advaxis, Ltd., and Biosight LTD (the “Agreement

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits

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): December 21, 2021 ADVAXIS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorpor

Advaxis Announces Acceptance for Trading on the OTCQX

EX-99.1 2 ex99-1.htm Exhibit 99.1 Advaxis Announces Acceptance for Trading on the OTCQX MONMOUTH JUNCTION, N.J., December 22, 2021 (GLOBE NEWSWIRE) — Advaxis, Inc. (OTCQX: ADXS), a clinical-stage biotechnology company focused on the development and commercialization of immunotherapy products, today announced that the Company has satisfied the requirements for trading of the Company’s common stock

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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): December 16, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Nu

Advaxis to Continue to Explore Additional Options to Maximize Stockholder Value Stockholders approved Proposal 1 in support of Biosight merger

Exhibit 99.1 Advaxis to Continue to Explore Additional Options to Maximize Stockholder Value Stockholders approved Proposal 1 in support of Biosight merger Proposal 2 reverse stock split, a condition for completing the merger of Advaxis and Biosight, was not approved MONMOUTH JUNCTION, N.J., December 17, 2021 (GLOBE NEWSWIRE) ? Advaxis, Inc. (Nasdaq: ADXS), a clinical-stage biotechnology company f

Other Events, Financial Statements and Exhibits

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): December 15, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Nu

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): December 15, 2021 ADVAXIS, INC. (

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): December 15, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Nu

Submission of Matters to a Vote of Security Holders, Other Events

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): December 7, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

Filed by Advaxis, Inc.

425 1 form425.htm Filed by Advaxis, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Advaxis, Inc. Commission File No.: 001-36138 Date: December 2, 2021 Forward-Looking Statements Certain of the statements made in this communication are forward looking for purposes of the safe harbor provi

Filed by Advaxis, Inc.

Filed by Advaxis, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Advaxis, Inc. Commission File No.: 001-36138 Date: December 2, 2021 Forward-Looking Statements Certain of the statements made in this communication are forward looking for purposes of the safe harbor provisions of the Priva

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Nasdaq Grants Advaxis, Inc. an Extension to December 20, 2021, to Complete Merger Transaction with Biosight, Ltd. and Satisfy Initial Listing Requirements

Exhibit 99.1 Nasdaq Grants Advaxis, Inc. an Extension to December 20, 2021, to Complete Merger Transaction with Biosight, Ltd. and Satisfy Initial Listing Requirements MONMOUTH JUNCTION, NEW JERSEY ? November 22, 2021 (GLOBE NEWSWIRE) ? Advaxis, Inc. (Nasdaq: ADXS) (?Advaxis? or the ?Company?), a clinical-stage biotechnology company focused on the development and commercialization of proprietary L

Nasdaq Grants Advaxis, Inc. an Extension to December 20, 2021, to Complete Merger Transaction with Biosight, Ltd. and Satisfy Initial Listing Requirements

EX-99.1 2 ex99-1.htm Exhibit 99.1 Nasdaq Grants Advaxis, Inc. an Extension to December 20, 2021, to Complete Merger Transaction with Biosight, Ltd. and Satisfy Initial Listing Requirements MONMOUTH JUNCTION, NEW JERSEY – November 22, 2021 (GLOBE NEWSWIRE) – Advaxis, Inc. (Nasdaq: ADXS) (“Advaxis” or the “Company”), a clinical-stage biotechnology company focused on the development and commercializa

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): November 22, 2021 ADVAXIS, INC.

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): November 22, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

Other Events, Financial Statements and Exhibits

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): November 22, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Submission of Matters to a Vote of Security Holders, Other Events

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): November 16, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorpor

Other Events, Financial Statements and Exhibits

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): November 15, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Nu

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): November 15, 2021 ADVAXIS, INC. (

425 1 form425.htm 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): November 15, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 9, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Num

Form of Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of November 8, 2021 by and among Advaxis, Inc., a Delaware corporation (the ?Company?), and the ?Investors? named in that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (the ?Purchase Agreement?). Capitalized te

Form of Registration Rights Agreement

EX-10.2 3 ex10-2.htm Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 8, 2021 by and among Advaxis, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (the “Purchase Agreem

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): November 9, 2021 ADVAXIS, INC. (E

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): November 9, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Num

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of November 8, 2021 by and among Advaxis, Inc., a Delaware corporation (the ?Company?), and the Investors identified on the Schedule of Investors attached hereto as Exhibit A (each an ?Investor? and collectively the ?Investors?). Recitals A. The Company and the Investors are

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of November 8, 2021 by and among Advaxis, Inc., a Delaware corporation (the ?Company?), and the Investors identified on the Schedule of Investors attached hereto as Exhibit A (each an ?Investor? and collectively the ?Investors?). Recitals A. The Company and the Investors are

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): November 8, 2021 ADVAXIS, INC. (E

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): November 8, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Num

Other Events, Financial Statements and Exhibits

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): November 8, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A 1 defm14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Conf

PROXY STATEMENT/PROSPECTUS OF ADVAXIS INC. YOUR VOTE IS VERY IMPORTANT

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-259065 PROXY STATEMENT/PROSPECTUS OF ADVAXIS INC. YOUR VOTE IS VERY IMPORTANT To the Stockholders of Advaxis, Inc. and the Shareholders of Biosight Ltd., Advaxis, Inc., a Delaware corporation, or Advaxis, and Biosight Ltd., a company organized under the laws of the State of Israel, or Biosight, entered into an Agreement an

Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, NJ 08852

CORRESP 1 filename1.htm Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, NJ 08852 October 20, 2021 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street NE Washington, DC 20549 Attention: David Gessert VIA EDGAR Re: Advaxis, Inc. Registration Statement on Form S-4 Filed August 25, 2021 File No. 333-259065 Dear Mr. Gessert: In accord

Form of Proxy Card.

EX-99.2 5 ex99-2.htm Exhibit 99.2

As filed with the Securities and Exchange Commission on October 20, 2021

As filed with the Securities and Exchange Commission on October 20, 2021 Registration No.

Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, NJ 08852

CORRESP 1 filename1.htm Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, NJ 08852 October 15, 2021 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street NE Washington, DC 20549 Attention: David Gessert VIA EDGAR Re: Advaxis, Inc. - Withdrawal of Acceleration Request Amendment No. 1 to Registration Statement on Form S-4 Filed October

Independent Research Funding Agreement, dated as of July 15, 2020, by and between Biosight Ltd. And GFM (Groupe Franchophone des Myélodysplasies).

Exhibit 10.44 INDEPENDENT RESEARCH FUNDING AGREEMENT This Independent Research Funding Agreement (this ?Agreement?) is made this 15 day of July, 2020 (the ?Effective Date?) by and between: Biosight Ltd. (hereinafter referred to as ?COMPANY?), address 3 Ha?yarden St., Airport City, Israel; and GFM (Groupe Francophone des My?lodysplasiES (hereinafter referred to as ?INSTITUTION?), located at Service

Master Agreement, dated as of August 8, 2021, by and between Biosight Ltd. And Sterling Wisconsin, LLC.

Exhibit 10.45 DATED August [8], 2021 STERLING WISCONSIN, LLC and BIOSIGHT LTD. MASTER AGREEMENT THIS AGREEMENT dated is made BETWEEN: (1) STERLING WISCONSIN, LLC a limited liability company organized under the laws of Wisconsin (?the Supplier?); and (2) BIOSIGHT LTD., a limited liability company organized under the laws of Israel (?the Purchaser?). The Supplier and the Purchaser are collectively r

List of subsidiaries of Advaxis, Inc.

Exhibit 21.1 Subsidiaries of Advaxis, Inc. Advaxis Ltd.

Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, NJ 08852

CORRESP 1 filename1.htm Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, NJ 08852 October 14, 2021 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street NE Washington, DC 20549 Attention: David Gessert VIA EDGAR Re: Advaxis, Inc. Registration Statement on Form S-4 Filed August 25, 2021 File No. 333-259065 Dear Mr. Gessert: In accord

Opportunity Assessment for BST-236, dated October 7, 2021.

Exhibit 99.1

Amendment No. 1 to Master Agreement for Clinical Trials Management Services, effective as of November 20, 2020, by and between Biosight Ltd. And ICON plc (f/k/a Pharmaceutical Research Associates, Inc.).

Exhibit 10.42 AMENDMENT #1 TO THE MASTER AGREEMENT FOR CLINICAL TRIALS MANAGEMENT SERVICES This Amendment #1 (?Amendment?), effective as of the 20th day of November, 2020, (the ?Amendment Effective Date?), by and between Pharmaceutical Research Associates, Inc., together with its Affiliates, with offices at 4130 ParkLake Avenue, Suite 400, Raleigh, NC 27612, USA (hereinafter referred to as ?PRA?)

Master Agreement for Clinical Trials Management Services, dated as of May 3, 2018 and effective as of November 20, 2017, by and between Biosight Ltd. And ICON plc (f/k/a Pharmaceutical Research Associates, Inc.).

Exhibit 10.41 Horn & Co. Final, May 3, 2018 Master Agreement for Clinical Trials Management Services This Master Agreement for Clinical Trials Management Services (the ?Agreement?) is made and entered into on May 3,2018 and effective as of November 20,2017, (the ?Effective Date?), by and between Biosight Ltd., an Israeli corporation, with offices at 1 Hayarden St., Airport City, P.O.B 1083 Lod 701

Separation Agreement, dated on about October 7, 2021, by and among Biosight Ltd., RAM Technologies (RBY 2012) Ltd. And Dr. Ruth Ben Yakar.

Exhibit 10.46 Separation Agreement (the ?Agreement?) By and between Biosight Ltd., with its registered office at 3 Hayarden St., Airport City, Lod, Israel (the ?Company?), and RAM Technologies (RBY 2012) Ltd. (the ?CEO?) and Dr. Ruth Ben Yakar (?Dr. Ben Yakar?), dated this 7th day of October 2021. Whereas, the, Company and the CEO are parties to a certain Consultancy Agreement, dated December 21,

Master Services Agreement with Albany Molecular Research Inc., dated as of June 16, 2017, by and between Biosight Ltd. And Albany Molecular Research Inc

EX-10.43 5 ex10-43.htm Exhibit 10.43 MASTER SERVICES AGREEMENT This Master Services Agreement (“Agreement”) is made and entered into as of June 16, 2017 (the “Effective Date”), by and between Albany Molecular Research, Inc., having its principal place of business at 26 Corporate Circle, Albany, New York 12203 (together with its Affiliates hereinafter collectively referred to as “AMRI”) and BioSigh

As filed with the Securities and Exchange Commission on October 13, 2021

S-4/A 1 forms-4a.htm As filed with the Securities and Exchange Commission on October 13, 2021 Registration No. 333-259065 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Advaxis, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 02-0563870 (State or other jurisdiction

Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): September 20, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File N

Amendment No. 1 to the Second Amended and Restated By-Laws of Advaxis, Inc. Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on September 20, 2021.

EX-3.1 2 ex3-1.htm Exhibit 3.1 AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED BY-LAWS OF ADVAXIS, INC. The undersigned, being the duly elected and acting President and Chief Executive Officer of Advaxis, Inc., a Delaware corporation (the “Corporation”), does hereby certify that: 1. The Board of Directors of the Corporation, by unanimous written consent, approved and adopted the following amend

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): September 10, 2021

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): September 10, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File N

Advaxis Reports 3rd Quarter Ended July 31, 2021 Financial Results and Provides a Business Update Entered definitive merger agreement with Biosight Ltd. to advance pipeline of clinical-stage oncology programs for solid tumors and hematological maligna

EX-99.1 CHARTER 2 ex99-1.htm Exhibit 99.1 Advaxis Reports 3rd Quarter Ended July 31, 2021 Financial Results and Provides a Business Update Entered definitive merger agreement with Biosight Ltd. to advance pipeline of clinical-stage oncology programs for solid tumors and hematological malignancies Initiated Phase 1 clinical trial of ADXS-504 for the treatment of early prostate cancer ADXS-503 Phase

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36138 ADVAXIS, INC. (Exact name

As filed with the Securities and Exchange Commission on August 25, 2021

As filed with the Securities and Exchange Commission on August 25, 2021 Registration No.

Nasdaq Grants Advaxis, Inc. an Extension to November 22, 2021, to Regain Compliance with the $1.00 Minimum Bid Price Rule and Complete Merger Transaction with Biosight,

Exhibit 99.1 Nasdaq Grants Advaxis, Inc. an Extension to November 22, 2021, to Regain Compliance with the $1.00 Minimum Bid Price Rule and Complete Merger Transaction with Biosight, Ltd. MONMOUTH JUNCTION, NEW JERSEY ? August 11, 2021 (GLOBE NEWSWIRE) ? Advaxis, Inc. (Nasdaq: ADXS) (?Advaxis? or the ?Company?), a clinical-stage biotechnology company focused on the development and commercialization

Nasdaq Grants Advaxis, Inc. an Extension to November 22, 2021, to Regain Compliance with the $1.00 Minimum Bid Price Rule and Complete Merger Transaction with Biosight,

Exhibit 99.1 Nasdaq Grants Advaxis, Inc. an Extension to November 22, 2021, to Regain Compliance with the $1.00 Minimum Bid Price Rule and Complete Merger Transaction with Biosight, Ltd. MONMOUTH JUNCTION, NEW JERSEY ? August 11, 2021 (GLOBE NEWSWIRE) ? Advaxis, Inc. (Nasdaq: ADXS) (?Advaxis? or the ?Company?), a clinical-stage biotechnology company focused on the development and commercialization

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 11, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Co

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 11, 2021 ADVAXIS, INC. (Ex

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 11, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Numb

Agreement of Plan of Merger and Reorganization, by and among the Company, Merger Sub, and Biosight, dated as of July 4, 2021, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 4, 2021.

Exhibit 1.1 CONFIDENTIAL EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG ADVAXIS, INC., ADVAXIS LTD., AND BIOSIGHT LTD. DATED AS OF JULY 4, 2021 Table of Contents Page Section 1. Description of Transaction 2 1.1 Structure of the Merger 2 1.2 Effects of the Merger 2 1.3 Closing; Effective Time 3 1.4 Articles of Association; Directors and Officers 3 1.5 Conversion of Shares a

Advaxis and Biosight Announce Entry into Definitive Merger Agreement – Combined Company Will Operate as Biosight Therapeutics to Advance Pipeline of Clinical-Stage Oncology Programs with Lead Program Aspacytarabine (BST-236) in Acute Myeloid Leukemia

Exhibit 99.1 Advaxis and Biosight Announce Entry into Definitive Merger Agreement ? Combined Company Will Operate as Biosight Therapeutics to Advance Pipeline of Clinical-Stage Oncology Programs with Lead Program Aspacytarabine (BST-236) in Acute Myeloid Leukemia (AML) and Myelodysplastic Syndrome (MDS) ? Combined Company Will be Well-Funded with Cash Position of approx.$50 Million Expected at Clo

Form of Support Agreement, dated as of July 4, 2021, by and between the Company, Biosight and each director and executive officer of the Company or Biosight, incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021.

Exhibit 1.2 SUPPORT AGREEMENT This Support Agreement (this ?Agreement?), dated as of July 4, 2021, is entered into by and among Advaxis, Inc., a Delaware corporation (?Advaxis?), Biosight Ltd., a company organized under the laws of the State of Israel (?Biosight?) and the director or executive officer of Advaxis included on the signature page hereto (?Stockholder?). Defined terms used but not defi

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): July 4, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Number)

Current Report

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): July 1, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Number)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 22, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Number

Submission of Matters to a Vote of Security Holders, Other Events

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, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36138 ADVAXIS, INC. (Exact

Advaxis Reports Second Quarter Ended April 30, 2021 Financial Results and Provides a Business Update ADXS-503 Phase 1/2 trial data presented at ASCO demonstrate disease control rate of 44% with durable clinical benefit observed beyond one year in pat

EX-99.1 2 ex99-1.htm Exhibit 99.1 Advaxis Reports Second Quarter Ended April 30, 2021 Financial Results and Provides a Business Update ADXS-503 Phase 1/2 trial data presented at ASCO demonstrate disease control rate of 44% with durable clinical benefit observed beyond one year in patients with disease progression on KEYTRUDA® Expansion of off-the-shelf ADXS-HOT program with planned Phase 1 study i

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 14, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material under Rule 14a-12 Advaxis, Inc.

Amendment to the Advaxis, Inc. 2015 Incentive Plan, dated as of February 11, 2021. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 4, 2021.

Exhibit 10.1 AMENDMENT TO THE ADVAXIS, INC. 2015 INCENTIVE PLAN This AMENDMENT to the ADVAXIS, INC. 2015 INCENTIVE PLAN (?Amendment?) is made as of February 11, 2021. 1. Amendment. Section 5.4 of the 2015 Incentive Plan (the ?Plan?) of Advaxis, Inc. (the ?Corporation?), effective March 30, 2015, which provision was automatically adjusted to give effect to the Company?s reverse stock split, is here

Other Events, Submission of Matters to a Vote of Security Holders

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 3, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction (Commission (IRS Employer of incorporation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 3, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material under Rule 14a-12 Advaxis, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statem

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DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 90549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statem

Financial Statements and Exhibits, Other Events

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): April 26, 2021 ADVAXIS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36138 02-0563870 (State or other jurisdiction of incorporation) (Commission File Numbe

Advaxis Announces Achievement of Second Milestone Under ADXS-HER2 Licensing Agreement with OS Therapies Non-dilutive capital will support advancement of ADXS-HOT neoantigen program

Exhibit 99.1 Advaxis Announces Achievement of Second Milestone Under ADXS-HER2 Licensing Agreement with OS Therapies Non-dilutive capital will support advancement of ADXS-HOT neoantigen program PRINCETON, N.J., April 26, 2021?Advaxis, Inc. (NASDAQ: ADXS), a clinical-stage biotechnology company focused on the development and commercialization of immunotherapy products, today announced that the Comp

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Placement Agent Agreement dated April 12, 2021, between Advaxis, Inc. and A.G.P./Alliance Global Partners.

Exhibit 1.1 April 12, 2021 Advaxis, Inc. 9 Deer Park Drive, Suite K-1 Monmouth Junction, NJ 08852 Attn: Kenneth Berlin Chief Executive Officer Dear Mr. Berlin: This letter (the ?Agreement?) constitutes the agreement between A.G.P./Alliance Global Partners (the ?Placement Agent?) and Advaxis Inc., a Delaware corporation (the ?Company?), that the Placement Agent shall serve as the exclusive placemen

Form of Private Placement Warrant. Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on April 12, 2021.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR