Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed on its Current Report on Form 8-K filed on April 10, 2020, Advaxis, Inc. (“Advaxis” or the “Company”)
received written notice from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market
(“Nasdaq”) indicating that Advaxis was not in compliance with Nasdaq Listing Rule 5450(a)(1) because the closing bid price
for Advaxis’ common stock had closed below $1.00 per share for the previous 30 consecutive business days (the “bid-price
requirement”). As also disclosed on its Current Report on Form 8-K filed on June 25, 2020, Advaxis received a letter (“New
Notice”) from the Staff of the Nasdaq on April 17, 2020 indicating that, due to extraordinary market conditions, Nasdaq has tolled
the compliance period for the bid-price requirement. In accordance with the April 17, 2020 notice from Nasdaq, Advaxis had until December
21, 2020 to regain compliance with the bid price requirement.
As
of December 21, 2020, Advaxis was yet to be in compliance with the bid-price requirement as discussed above. On December 22, 2020, Advaxis
received notification from Nasdaq that its application to transfer the listing of its common stock from the Nasdaq Global Select Market
to the Nasdaq Capital Market had been approved. Advaxis’s securities were transferred to the Nasdaq Capital Market at the opening
of business on December 24, 2020, and it will have an additional 180 days, or until June 21, 2021, to regain compliance with the bid-price
requirement.
On
June 22, 2021, Advaxis received notification from Nasdaq that the Company had not regained compliance with the bid-price requirement.
The notification indicated that the Company’s common stock would be subject to delisting unless the Company timely requests a hearing
before a Nasdaq Hearing Panel (“Panel”). The Company timely requested a hearing and the hearing was held on July 29, 2021.
On
August 11, 2021, Advaxis issued a press release announcing that it had received a letter indicating that following the Company’s
hearing before the Panel, the Panel determined to grant the Company an extension through November 22, 2021, to evidence compliance with
Nasdaq’s $1.00 Minimum Bid Price Rule and complete its previously announced merger transaction (the “Merger”) with
Biosight, Ltd. (“Biosight”). Pursuant to the Nasdaq Listing Rules, the combined company will be required to meet all applicable
initial listing requirements upon the closing of the merger, including the $4 per share price requirement as disclosed on its Current
Report on Form 8-K filed on August 11, 2021.
On
November 22, 2021, Advaxis issued a press release announcing that it has received a letter on November 19, 2021 indicating that the Panel
had granted an extension to the original November 22, 2021 deadline to demonstrate compliance for Nasdaq listing standards. The extension
is subject to the condition that on or before December 20, 2021, Advaxis will have completed its business combination and satisfied all
Nasdaq initial listing requirements.
On
December 21, 2021, Advaxis received a notification from Nasdaq indicating that, as a result of Advaxis’s previously disclosed noncompliance
with Nasdaq Listing Rules 5550(b), Nasdaq has determined to delist Advaxis’s common stock from the Nasdaq Capital Market and, accordingly,
will suspend trading in Advaxis’s common stock effective at the open of business on December 23, 2021. Advaxis expects that Nasdaq
will also file a Form 25-NSE with the Securities and Exchange Commission to delist Advaxis from the Nasdaq Capital Market.
On
December 21, 2021, Advaxis was approved to have its common stock quoted on the OTCQX® Best Market tier of the
OTC Markets Group Inc. (the “OTCQX”), an electronic quotation service operated by OTC Markets Group Inc. Advaxis expects
that trading of Advaxis’s common stock will commence on OTCQX at the open of business on December 23, 2021 under the trading symbol
“ADXS”.
