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 24, 2014
ADVAXIS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 00028489 | 02-0563870 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
305 College Road East Princeton, New Jersey |
08540 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code: (609) 452-9813 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers |
Appointment of New Chief Financial Officer
Advaxis, Inc. (the “Company”) announced that the Company’s board of directors appointed Sara Bonstein, age 33, to serve as the Company’s Chief Financial Officer, effective as of March 24, 2014.
Ms. Bonstein has a decade of financial leadership experience in the biopharmaceutical industry, including preclinical and clinical development, manufacturing, quality, regulatory and medical affairs, sales, and marketing. Ms. Bonstein joined the Company from Eli Lilly & Company (“Eli Lilly”) where she was a Six Sigma Champion & Black Belt, leading multiple projects relating to clinical research, project management, finance, manufacturing and commercial sales. Prior to her Six Sigma role, Ms. Bonstein was the Director of Finance at ImClone Systems Incorporated (which was acquired by Eli Lilly in 2008), where she led all budget and forecast activities for preclinical, clinical and manufacturing research and development, spanning over ten monoclonal antibody cancer therapeutics, including ERBITUX®. Prior to joining ImClone, Ms. Bonstein was a financial analyst at Johnson & Johnson in both the Ortho McNeil Pharmaceuticals and Ortho Biotech Divisions of the company.
On March 24, 2014, the Company and Ms. Bonstein entered into an employment agreement (the “Employment Agreement”) that provides for Ms. Bonstein’s appointment as Chief Financial Officer, which took effect as of such date.
The Employment Agreement provides for an initial term of one year, after which it will be automatically renewed for one year periods unless otherwise terminated by either party upon ninety (90) days written notice prior the expiration of the applicable term. Ms. Bonstein is entitled to a base salary of $225,000 per year (plus annual cost-of-living adjustments), which salary will be reviewed on an annual basis by the Company’s Chief Executive Officer and Compensation Committee.
Ms. Bonstein voluntarily agreed to utilize a percentage of her base salary for stock compensation. Ms. Bonstein will receive ninety-two and one-half percent (92.5%) of her base salary in the form of cash and seven and one-half percent (7.5%) of her base salary in the form of common stock of the Company, to the extent sufficient shares of common stock are available under the Company's 2011 Omnibus Incentive Plan. The Employment Agreement contains provision with respect to bonus and equity participation which is consistent with the terms of the Company's employment agreements with its other executive officers, as well as other customary covenants regarding non-solicitation, non-compete, confidentiality and works for hire.
Resignation of Mark Rosenblum
On March 24, 2014, the “Company announced that Mark J. Rosenblum, Senior Vice President, Chief Financial Officer and Secretary of the Company, has resigned, effective immediately. In connection with Mr. Rosenblum’s resignation, the Company and Mr. Rosenblum entered into a separation agreement (the “Separation Agreement”) effective as of March 24, 2014. The Separation Agreement provides for severance benefits of, among other things one year’s salary of $275,000 payable in equal bi-weekly payments over a period of twelve (12) months as well as accelerated vesting of Mr. Rosenblum’s stock and option awards.
| Item 7.01 | Regulation FD Disclosure. |
On March 24, 2014, the Company issued a press release announcing that Mr. Rosenblum will be leaving the Company and that Ms. Bonstein will be serving as the Company’s Chief Financial Officer. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 24, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADVAXIS, INC. | |||
| By: | /s/ Daniel J. O’Connor | ||
| Name: | Daniel J. O’Connor | ||
| Title: | Chief Executive Officer | ||
Date: March 24, 2014
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued by the Company on March 24, 2014. |
EXHIBIT 99.1
Advaxis Appoints Sara Bonstein as Chief Financial Officer, Senior Vice President
PRINCETON, NJ, March 24, 2014 — Advaxis, Inc. (NASDAQ:ADXS), a biotechnology company developing the next generation of cancer immunotherapies, announced that it has appointed Sara Bonstein to the position of Chief Financial Officer, Senior Vice President.
Ms. Bonstein has a decade of financial leadership experience in the life sciences industry with Eli Lilly & Company, ImClone Systems, and Johnson & Johnson.
While at Eli Lilly & Company (NYSE:LLY), Ms. Bonstein was a Six Sigma Champion and Black Belt, leading multiple projects relating to clinical research, project management, finance, manufacturing, and commercial sales. Prior to her Six Sigma role, Ms. Bonstein held positions of increasing responsibility at ImClone (which was acquired by Eli Lilly in 2008) including Director of Finance where she led all budget and forecast activities for preclinical, clinical and manufacturing research and development, spanning over ten monoclonal antibody cancer therapeutics, including Erbitux, a cancer treatment with over $1.5 billion in annual sales.
Prior to joining ImClone, Ms. Bonstein was a financial analyst at Johnson & Johnson (NYSE:JNJ) in both the Ortho McNeil Pharmaceuticals and Ortho Biotech Divisions of the company where she managed gross-to-net analysis and calculation for approximately $1.1 billion of pharmaceutical product sales. Ms. Bonstein is a 2004 graduate of Johnson & Johnson’s Financial Leadership Development Program and a Six Sigma Black Belt. She holds a BS in Finance from The College of New Jersey and an MBA from Rider University.
“Sara’s significant financial experience across multiple biopharmaceutical sectors will be a great asset to Advaxis,” commented Daniel J. O’Connor, President and Chief Executive Officer of Advaxis. “She is a seasoned financial leader in the biopharmaceutical industry and, importantly, has demonstrated the ability to lead budget and forecast activities for clinical R&D and manufacturing, which is crucial to our growth. She has been successful in building and managing world class finance teams at significant public biopharmaceutical corporations. Sara's strong operational experience in systems development, budget, forecasting, clinical, and regulatory affairs will be invaluable as we continue to grow Advaxis.”
Advaxis also announced the departure of Mark Rosenblum, Chief Financial Officer, effective March 24, 2014 to pursue other opportunities. “We would like to thank Mark for his service to Advaxis. We wish him well in his new endeavors,” stated Mr. O’Connor.
About Advaxis, Inc.
Advaxis is a clinical-stage biotechnology company developing the next generation of cancer immunotherapies. Advaxis’s immunotherapies are based on a novel platform technology using live, attenuated bacteria to stimulate the immune system to selectively target cancer cells while reducing tumor defenses.
ADXS-HPV, Advaxis’s lead immunotherapy for the treatment of HPV-associated cancers, has demonstrated improved survival and objective tumor responses in a Phase 2 trial in 110 patients with recurrent cervical cancer. Advaxis is now planning the registrational program for ADXS-HPV. ADXS-HPV is also being evaluated in other HPV-associated cancers including a Phase 2 in advanced cervical cancer, a Phase 1/2 in head and neck cancer, and a Phase 1/2 in anal cancer. ADXS-HPV has orphan drug status for both anal and head and neck cancers. As part of its global commercialization strategy to enter into regional licensing deals with other market dominant biopharmaceutical companies in territories where there is a high prevalence of HPV-associated cancers, Advaxis has granted exclusive licenses for the development and commercialization of ADXS-HPV in Asia and India.
ADXS-cHER2 is an immunotherapy for the treatment of HER2-overexpressing cancers (such as breast, gastric, esophageal, and other cancers in humans and for osteosarcoma in canines). Advaxis’ lead animal-health immunotherapy, ADXS-cHER2, has demonstrated encouraging survival data in a trial in canine osteosarcoma. These data provide the rationale to advance this same immunotherapy into a Phase 1 clinical trial in patients with HER2-overexpressing cancers such as breast, gastric, esophageal, and others. The Company is preparing an IND submission for ADXS-cHER2 in the treatment of HER2 overexpressing cancers in humans in 2014 and has licensed ADXS-cHER2 for animal-health indications.
Advaxis has created more than 20 distinct immunotherapies based on its platform, either directly or through strategic collaborations with recognized cancer centers of excellence. We have clinical research collaborations with the University of Pennsylvania, Brown University, the Georgia Regents University Cancer Center, the Icahn School of Medicine at Mount Sinai, and others.
For more information please visit www.advaxis.com or connect with us on
• Facebook: https://www.facebook.com/advaxisinc
• Twitter: https://twitter.com/Advaxis
• LinkedIn: http://www.linkedin.com/company/advaxis-inc.
• Google+: https://plus.google.com/b/115126287957745987074/115126287957745987074/posts
Forward-Looking Statements
This news release contains forward-looking statements, including, but not limited to: statements regarding Advaxis's ability to develop the next generation of cancer immunotherapies; the safety and efficacy of Advaxis's proprietary immunotherapy, ADXS-HPV; whether Advaxis immunotherapies can redirect the powerful immune response all human beings have to the bacterium to cancers. These forward-looking statements are subject to a number of risks, including the risk factors set forth from time to time in Advaxis's SEC filings, including but not limited to its report on Form 10-K for the fiscal year ended October 31, 2013, which is available at http://www.sec.gov. Advaxis undertakes no obligation to publicly release the result of any revision to these forward-looking statements, which may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. You are cautioned not to place undue reliance on any forward-looking statements.
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CONTACT:
Advaxis Contact:
Lisa Caperelli
Senior Director of Investor Relations and Corporate Communications
Advaxis, Inc.
caperelli@advaxis.com
215.206.1822
Media Contact:
Tiberend Strategic Advisors, Inc.
Andrew Mielach
amielach@tiberend.com
212.375.2694