Exhibit 10.1
December 30, 2021
VIA EMAIL AND COURIER
Biosight LTD.
3 Hayarden St., Airport City
P.O.B 1083
Lod 7019802
Israel
E-Mail: ruth@biosight-pharma.com
Attention: Dr. Ruth Ben Yakar
Dear Ruth:
I am writing in connection with the Agreement and Plan of Merger and Reorganization, dated as of July 4, 2021, among Advaxis, Inc., Advaxis, Ltd., and Biosight LTD (the “Agreement”1). As you know, at the second reconvened Advaxis Stockholders’ Meeting, Advaxis’ stockholders did not approve Proposal 2 relating to the Reverse Split, which was necessary for Advaxis to issue the Merger Consideration to the Biosight Shareholders. Accordingly, the Advaxis Stockholder Approval, which was a condition to the obligations of each party under the Agreement, was not obtained. Because the Advaxis Stockholder Approval was not obtained, Advaxis hereby terminates the Agreement pursuant to Section 9.1(b)(iv) of the Agreement, effective immediately.
We regret that Advaxis and Biosight were unable to conclude the Transactions, but we look forward to opportunities to work with Biosight in the future.
Very truly yours,
Advaxis, Inc.
| By: | /s/ Kenneth A. Berlin | |
| Name: | Kenneth A. Berlin | |
| Title: | Chief Executive Officer | |
Copies to:
White & Case LLP
3000 El Camino Real, 2 Palo Alto Square, Suite 900
Palo Alto, CA 94306-2109
Telephone No.: +1 650 213 0315
E-Mail: tsealman@whitecase.com
Attention: Tali Sealman
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020-1095
Telephone No.: +1 212 819 8754
E-Mail: cdiamond@whitecase.com
Attention: Colin Diamond
Horn & Co. Law Offices
Amot Investments Tower, 24th Floor
2 Weizmann St., Tel-Aviv, 6423902, Israel
Telephone No.: +972-3-637 8200
E-Mail: yhorn@hornlaw.co.il
Attention: Adv. Yuval Horn
1 Capitalized terms used but not defined in this letter have the respective meanings ascribed thereto in the Agreement.
Advaxis, Inc. / 9 Deer Park Drive, Suite K-1 / Monmouth Junction, NJ 08852
T: 609-452-9813 / F: 609-452-9818
www.advaxis.com
