Benzinga | Nov 19, 2021 08:03AM EST

Advaxis, Inc. Issues Letter to Stockholders

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 have prepared this summary to highlight the starkly different scenarios Advaxis' stockholders face depending on the outcome of the voting at the Company's special meeting of stockholders relating to its proposed merger with Biosight, which was initially held on November 16, 2021 and has been adjourned to December 7, 2021. In short, we believe consummation of the Biosight merger will result in a substantially more favorable outcome for Advaxis stockholders than the alternative.

In our view, the merger between Biosight and Advaxis represents a significant opportunity for Advaxis stockholders to participate in a transformational transaction that establishes a stronger biopharma franchise with multiple opportunities ahead. Earlier this month some of Biosight's largest shareholders and other institutional investors have demonstrated their support for the merger by subscribing to a critical round of investment -- but this commitment is contingent upon Advaxis stockholders approving the merger proposals to allow for the consummation of the transaction. To reiterate, this funding will not occur unless the merger is approved and consummated.

When the following key points are properly considered, we believe the choice is an easy one.

We believe the impact to Advaxis stockholders is drastically different if the merger with Biosight is consummated versus it not being consummated as you can see from the following:

1) Approval of the merger proposals and consummation of the transaction:



* Provides stockholders with an ownership interest in a company with a broader and more diversified pipeline of drug candidates in terms of: Diversity: More shots on goal Time to market: Biosight's drug candidate is at a more advanced stage of development which brings it closer to potential regulatory approval Risk Profile: Safety and efficacy data of Biosight's drug in 91 patients treated has been encouraging to date which we believe increases the chances of regulatory approval

* Enables the Company to maintain its Nasdaq listing, preserving greater liquidity for all stockholders and enhances opportunity for future capital raising and institutional investment

* Creates a better capitalized company with $21 million of recently announced new financing from institutional investors to advance new drug development contingent on the merger closing

2) If the merger proposals are NOT approved:



* We believe Advaxis will be in a materially weaker position

* Limits the Company's drug development efforts, relegating its pipeline to an early stage, less diverse and riskier prospects

* Substantially reduces stockholder liquidity through imminent delisting with no identified near-term catalysts of significance to regain listing compliance

* Results in a financially less stable company with diminished capabilities to raise future capital required not only to continue drug development but to simply remain solvent

Impact If Merger IS Consummated If Merger is NOT consummated Merged company is stronger than a stand-alone Advaxis and has a broader and more diverse pipeline of drug candidates in terms of:



* Diversity: More shots on goalCorporate A stand-alone Advaxis would be leftStability & * Development: More advanced in a materially weaker position withUpside stage of development of a limited, early-stage pipeline thatPotential Biosight's drug candidate is less diverse and significantly brings it closer to riskier potential regulatory approval

* Risk Profile: Encouraging safety and efficacy data of Biosight's drug in 91 patients treated to date increase the chances of regulatory approval and mitigate risk

A stand-alone Advaxis would be Creates a better capitalized financially less stable with less company with $21 million of cash ($21 million PIPE, contingentBalance recently announced new PIPE on the merger, disappears if votedSheet financing from institutional against) and a diminished investors to advance new drug opportunity to raise future capital, development contingent on the adversely impacting ability to merger closing continue drug development and to simply remain solvent Enables the company to maintain its Nasdaq listing, Substantially reduces stockholder preserving greater liquidity liquidity through imminent delistingStockholder for all stockholders and with no near-term catalysts ofLiquidity enhances opportunity for significance to regain listing capital raising including compliance follow-on institutional investment



The Special Meeting, initially held on November 16, 2021, has been adjourned to December 7, 2021 at 10:00 AM Eastern Time unless postponed or adjourned to a later date, in order to obtain the stockholder approvals necessary to complete the merger and related matters. Advaxis stockholders will be able to attend and participate in the Advaxis special meeting online by visiting www.virtualshareholdermeeting.com/ADXS2021SM where they will be able to listen to the meeting live, submit questions and vote.