ADXS Ayala Pharmaceuticals Inc (CE)

Item 5.07 Submission of Matters to a Vote of Security Holders

Advaxis, Inc. (the “Company”) convened its Special Meeting of Stockholders (the “Special Meeting”) on March 31, 2022. The purpose of the Special Meeting was described in the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on February 28, 2022 (the “Definitive Proxy Statement”).

At the close of business on February 25, 2022, the record date for the determination of stockholders entitled to vote at the Special Meeting, there were 145,638,459 shares of the Company’s Common Stock and 1,000,000 shares of the Company’s Series D convertible preferred stock (the “Preferred Stock”) outstanding and entitled to vote at the Special Meeting. The holders of 87,984,022 shares of the Company’s Common Stock (including 20,000,000 shares of the Preferred Stock, on an as-converted-to-Common-Stock basis) were represented virtually or by proxy at the Special Meeting, constituting a quorum.

At the Special Meeting, the Company’s stockholders approved Proposal No. 1 – Reverse Stock Split Proposal. The final voting results for Proposal No. 1, as described in the Definitive Proxy Statement, are set forth below. Because Proposal No. 1 was approved by the requisite vote of the Company’s stockholders, Proposal No. 2 – the Adjournment Proposal, was not presented at the Special Meeting.

Holders of the Common Stock and the Preferred Stock voted together as a single class with respect to Proposal No. 1. Each share of Preferred Stock had 30,000 votes with respect to Proposal No. 1, approval of which required the affirmative vote of the holders of a majority of the outstanding voting power of the Common Stock and Preferred Stock entitled to vote on the proposal, voting as a single class. Votes of the shares of Preferred Stock were, in accordance with the terms of the Preferred Stock, automatically voted on Proposal No. 1 in a manner that “mirrored” the proportions on which the shares of Common Stock voted on Proposal No. 1 were so voted.

Proposal No. 1 – Proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to effect a reverse stock split of the Company’s Common Stock at a ratio to be determined by the Board of Directors within a range of one-for-twenty to one-for-eighty (or any number in between), without reducing the authorized number of shares of the Common Stock, to be effected in the sole discretion of the Board of Directors at any time within one year of the date of the Special Meeting without further approval or authorization of our stockholders, was as follows: