Advaxis Issues Letter to Stockholders Regarding Recent Special Meeting Results
Advaxis, Inc. (Nasdaq: ADXS) announced that stockholders approved the merger with Biosight, signaling support for Proposal 1 and Proposal 4 concerning executive compensation. A special meeting was held on December 7, 2021, with a majority favoring the merger. However, Proposal 2, the reverse stock split, requires a higher threshold for approval, necessitating stockholder support by December 16, 2021. Without it, the merger's completion is at risk. Independent proxy advisory firms ISS and Glass Lewis have recommended approval of all proposals.
- Majority of stockholders approved Proposal 1, supporting the merger with Biosight.
- Independent advisory firms ISS and Glass Lewis recommended voting in favor of the proposals.
- Proposal 2 requires a higher vote threshold for approval, risking merger completion.
- Not voting on Proposal 2 is considered a vote against the proposal and merger.
Stockholders passed Proposals 1 (the Merger) and 4 (Executive Compensation)
Advaxis urges stockholders to vote “FOR” Proposal 2 at the upcoming special meeting in order to best position the company to build long term stockholder value
MONMOUTH JUNCTION, N.J., Dec. 09, 2021 (GLOBE NEWSWIRE) -- Advaxis, Inc. (Nasdaq: ADXS), a clinical-stage biotechnology company focused on the development and commercialization of immunotherapy products, today issued the following statement to stockholders:
Dear Fellow Advaxis Stockholders:
We are writing to you with highlights of the voting results of the reconvened special meeting of stockholders held on December 7, 2021. We are pleased that a majority of voting stockholders signaled support for the Biosight merger by approving Proposal 1 - the issuance of shares of common stock of Advaxis to shareholders of Biosight, pursuant to the terms of the merger agreement and the change of control resulting from the merger (the “merger proposal”) and Proposal 4 -the compensation that will or may become payable by Advaxis to its named executive officers in connection with the merger.
While Proposal 2, the reverse stock split proposal, has also received the support of the majority of votes cast thus far, this proposal has a higher vote threshold and requires the support of the majority of total shares outstanding. Given that the approval of Proposal 1 signaling your support for the merger, the Company elected to adjourn the meeting to allow all stockholders adequate time to consider and vote on Proposal 2 at the second reconvened stockholders meeting on December 16, 2021.
As a reminder, approval of Proposal 2 is a condition for completing the merger of Advaxis and Biosight. As we have stated in previous communications with our stockholders, we strongly believe that the Biosight merger provides significant value to all Advaxis stockholders. Approval of Proposal 2 is required in order to consummate this transaction and would ensure that the combined company meets Nasdaq listing requirements.
A clear majority of stockholders who have voted thus far support the merger and reverse split proposals. In order to effectuate this, we need your support on Proposal 2. We believe that by passing Proposal 2 we can move forward toward building a stronger franchise for you. Due to the higher voting threshold on Proposal 2, not voting is essentially a vote against the Proposal and therefore against the merger.
It is important to realize that your vote matters:
- No matter how many shares you own
- Whether you previously voted against Proposal 2
- Even if you already sold your shares but you were a shareholder of record on September 17, 2021
Your vote makes a difference in completing the merger!
If you still have questions regarding Proposal 2 and why it is so critical to securing our future as Biosight Therapeutics, please click here for a video.
In addition, two leading independent proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis & Co., have recommended that stockholders vote “FOR” all of the proposals at the special meeting. We strongly urge you to vote today in support of the remaining proposals.
How to Vote
To vote, or if you have already voted and would like to change your vote, or if you have any questions or need assistance voting your shares, please call the firm assisting us with the solicitation of proxies:
Kingsdale Advisors
1-888-518-1560 (toll free)
contactus@kingsdaleadvisors.com
Thank you for attention to this matter.
Kenneth A. Berlin
President and Chief Executive Officer
and Interim Chief Financial Officer
About Advaxis, Inc.
Advaxis, Inc. is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors.
To learn more about Advaxis, visit www.advaxis.com and connect on Twitter, LinkedIn, Facebook and YouTube.
Important Information about the Merger and Where to Find It
This press release contains information that relates to a proposed transaction between the Company and Biosight Ltd. (“Biosight”) pursuant to the Agreement and Plan of Merger and Reorganization, dated July 4, 2021 by and among the Company, Biosight and other parties referenced therein (the “Merger Agreement”), the Company filed with the SEC a definitive proxy statement / prospectus contained in a registration statement on Form S-4, as amended, and the Company has mailed the definitive proxy statement / prospectus and other relevant documentation to Company stockholders. This document does not contain all the information that should be considered concerning the proposed transaction. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed business combination. Advaxis stockholders and other interested persons are advised to read the definitive proxy statement / prospectus in connection with the solicitation of proxies for the special meeting to be held to approve the transactions contemplated by the proposed business combination because these materials contain important information about Biosight, Advaxis and the proposed transaction. The definitive proxy statement / prospectus was mailed to Advaxis stockholders of record as of September 17, 2021. Stockholders are also able to obtain a copy of the definitive proxy statement / prospectus free of charge at the Company’s website at www.advaxis.com or by written request to the Company at 9 Deer Park Drive, Suite K-1, Monmouth Junction, NJ, Attention: Igor Gitelman, VP of Finance and Chief Accounting Officer.
Completion of the proposed transactions is subject to approval by the stockholders of Advaxis, Inc. and certain other conditions. The proposed business combination is expected to close shortly after the special meeting assuming all conditions are met.
Participants in the Solicitation
The Company and Biosight and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transaction. Information regarding such directors and executive officers, including a description of their interests, by security holdings or otherwise, in the proposed transaction will be set forth in the definitive proxy statement/prospectus filed with the SEC regarding the proposed transaction. Stockholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. These documents, when available, can be obtained free of charge as described in the preceding paragraph.
Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements that express the current beliefs and expectations of management, including but not limited to statements related to the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the common stock of the Company; the failure of either party to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement by the Company’s stockholders and the receipt of certain governmental and regulatory approvals; uncertainties as to the timing of the consummation of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results and business generally; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; risks related to diverting management’s attention from the Company’s ongoing business operations; the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the Company’s history of net operating losses and uncertainty regarding its ability to achieve profitability; expected clinical development of the Company’s drug product candidates, statements about the Company’s balance sheet position, including the sufficiency of the Company’s cash and cash equivalents to fund its obligations into the future, and statements related to the goals, plans and expectations for the Company’s ongoing clinical studies. These and other risks are discussed in the Company’s filings with the SEC, including, without limitation, the definitive proxy statement on Schedule 14A, filed on October 21, 2021, its Annual Report on Form 10-K, filed on January 22, 2021, and its periodic reports on Form 10-Q and Form 8-K. Any statements contained herein that do not describe historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results, performance and achievements to differ materially from those discussed in such forward-looking statements. The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to update or revise forward-looking statements, except as otherwise required by law, whether as a result of new information, future events or otherwise.
Contact:
Tim McCarthy, LifeSci Advisors, LLC
212.915.2564
tim@lifesciadvisors.com
FAQ
What are the recent voting results for Advaxis and Biosight merger proposals?
When is the deadline for Advaxis stockholders to vote on Proposal 2?
Why is Proposal 2 important for Advaxis?
What is the consequence if Proposal 2 does not pass?
Which advisory firms support the merger proposals for Advaxis?
