Advaxis signs definitive purchase agreement with Optimus

Jul 20 2010

Advaxis, Inc., (OTCBB: ADXS), the live, attenuated Listeria monocytogenes (Listeria) immunotherapy company, announced today that it has entered into a definitive purchase agreement (the "Agreement") with Optimus Capital Partners, LLC d/b/a Optimus Life Sciences Capital Partners, LLC ("Optimus"). Subject to the terms and conditions of the Agreement:

“We believe that the first agreement for $5.0 million worked well for Advaxis and its shareholders. This one could be similarly successful.”

• Optimus has committed to purchase up to $7.5 million of non-convertible, Series B Preferred Stock from the Company (the "Financing Commitment") at $10,000 per share, from time to time.
• Advaxis may sell preferred stock to Optimus during a three-year period. The preferred stock will accrue dividends at an annual rate of ten percent (10%), payable in additional shares of preferred stock upon liquidation of the preferred stock. The preferred stock is redeemable by the Company at any time.

Further, the Company has agreed to issue to an affiliate of Optimus a warrant to purchase up to 40,500,000 shares of the Advaxis common stock a portion of which will vest and become exercisable at the prevailing market price of the Company's common stock at the time the Company presents Optimus with a notice to purchase a specified amount of preferred stock. The Company expects the total exercise value of the warrant issued to equal 135% of the amount of preferred stock sold at each tranche closing under the Agreement.

The Company expects to use the proceeds to provide working capital and fund further clinical activity, including planned future clinical trials for the Company's cancer vaccine candidates.

"This is our second financing agreement with Optimus," said Advaxis Chairman and CEO Thomas A. Moore. "We believe that the first agreement for $5.0 million worked well for Advaxis and its shareholders. This one could be similarly successful."