Current Report Filing (8-k)
25 Janeiro 2023 - 6:54PM
Edgar (US Regulatory)
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2023-01-19
2023-01-19
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 19, 2023
Old
Ayala, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39279 |
|
82-3578375 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| Oppenheimer
4 |
|
|
| Rehovot,
Israel |
|
7670104 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (857) 444-0553
Ayala
Pharmaceuticals, Inc.
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Exchange Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock |
|
AYLA |
|
The
Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Introductory
Note
As
previously disclosed on October 19, 2022, Ayala Pharmaceuticals, Inc. (“Ayala”) entered into an Agreement and Plan of Merger
(the “Merger Agreement”), dated as of October 18, 2022, by and among Advaxis, Inc., a Delaware corporation (“Advaxis”),
Doe Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Advaxis (“Merger Sub”), and Ayala. On January
19, 2023 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into Ayala, with Ayala continuing
as the surviving company and a wholly-owned subsidiary of Advaxis (the “Merger”). As a result of the Merger, Advaxis was
renamed “Ayala Pharmaceuticals, Inc.” The Merger Agreement and additional information on the details of the Merger may be
found in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) by Ayala on October 19,
2022.
| Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The
information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
At
the effective time of the Merger (the “Effective Time”), (i) each share of the common stock, par value $0.01 per share, of
Ayala (the “Ayala Common Stock”) issued and outstanding immediately prior to the Merger was automatically converted into
the right to receive 0.1874 shares (the “Exchange Ratio”) of the common stock, par value $0.001 per share, of Advaxis (the
“Advaxis Common Stock”), (ii) each outstanding option to purchase shares of the Ayala Common Stock (each, an “Ayala
Option”) was substituted and converted automatically into an option (each, an “Advaxis Replacement Option”) to purchase
the number of shares of Advaxis Common Stock equal to the product obtained by multiplying (a) the number of shares of Ayala Common Stock
subject to such Ayala Option immediately prior to the effective time of the Merger, by (b) the Exchange Ratio, with any fractional shares
rounded down to the nearest whole share, with each such Advaxis Replacement Option to have an exercise price per share of Advaxis Common
Stock equal to (x) the per share exercise price for the shares of Ayala Common Stock subject to the corresponding Ayala Option immediately
prior to the effective time of the Merger, divided by (y) the Exchange Ratio, rounded up to the nearest whole cent, and (iii) each restricted
stock unit of Ayala (each, an “Ayala RSU”) outstanding immediately prior to the effective time of the Merger, whether or
not vested or issuable, was substituted and converted automatically into a restricted stock unit award of Advaxis with respect to a number
of shares of Advaxis Common Stock equal to the product obtained by multiplying (a) the total number of shares of Ayala Common Stock subject
to such Ayala RSU immediately prior to the effective time of the Merger by (b) the Exchange Ratio, with any fractional shares rounded
down to the nearest whole share.
The
issuance of Advaxis Common Stock in connection with the Merger Agreement was registered under the Securities Act of 1933, as amended,
pursuant to Advaxis’ registration statement on Form S-4 (Registration No. 333-268586) declared effective by the SEC on December
12, 2022 (the “Registration Statement”). The proxy statement/prospectus in the Registration Statement contains additional
information about the Merger.
The
foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was previously filed as
Exhibit 2.1 to Ayala’s Current Report on Form 8-K filed on October 19, 2022 with the SEC and is incorporated by reference herein.
| Item
3.01. |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule Standard; Transfer of Listing. |
The
information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
the Closing Date, Ayala notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and requested that
Nasdaq file with the SEC a notification of removal from listing on Form 25 in order to delist Ayala Common Stock from Nasdaq and deregister
Ayala Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ayala intends
to file with the SEC a certification on Form 15 requesting that Ayala’s reporting obligations under Sections 13 and 15(d) of the
Exchange Act be suspended.
| Item
3.03. |
Material
Modification to Rights of Security Holders. |
The
information provided in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein
by reference.
At
the Effective Time, all Ayala Common Stock issued and outstanding immediately prior to the Effective Time (other than Ayala Common Stock
owned or held (x) in treasury or otherwise owned by Ayala or any of its subsidiaries, (y)
by Advaxis or any of its subsidiaries or (z) by any person who did not vote in favor of,
or consent to, the Merger and properly demanded appraisal of such shares under Delaware law, which were cancelled and ceased to exist)
were converted into the right to receive the merger consideration and were cancelled and ceased to exist.
| Item
5.01. |
Changes
in Control of Registrant. |
The
information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated
herein by reference.
As
a result of the consummation of the Merger, a change of control of the registrant occurred and Ayala became a wholly-owned subsidiary
of Advaxis.
| Item
5.02. |
Departure
of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors. |
The
information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant
to the Merger Agreement, as of the Effective Time each of Vered Bisker-Leib, Ph.D., Murray A. Goldberg, Roni Mamluk, Ph.D., David Sidransky,
M.D. and Robert Spiegel, M.D. resigned as members of the board of directors of Ayala and Kenneth A. Berlin became the sole director of
Ayala.
Immediately
after the Effective Time, Roni Mamluk, Ph.D. and Yossi Maimon ceased to be officers of Ayala and, pursuant to the terms of the Merger
Agreement, Kenneth A. Berlin was appointed President and Chief Executive Officer, Andrew A. Gutierrez, M.D., Ph.D., was appointed the
Chief Medical Officer, and Igor Gitelman was appointed Chief Financial Officer.
As
previously disclosed, on June 4, 2021, Ayala entered into an Open Market Sale AgreementSM (the “Sale Agreement”)
with Jefferies LLC (“Jefferies”), as sales agent, pursuant to which Ayala may, from time to time, issue and sell shares of
Ayala Common Stock with an aggregate value of up to $20 million in “at-the-market” equity offerings under its registration
statement on Form S-3 (File No. 333-256792) filed with the SEC on June 4, 2021 (the “S-3 Registration Statement”).
On
January 13, 2023, following approval by Ayala’s stockholders of the Merger and in anticipation of completion of the Merger, Ayala
delivered written notice to Jefferies to terminate the Sale Agreement pursuant to Section 7(b) thereof, which will be effective ten trading
days from the date such notice was given. Ayala is not subject to any termination penalties related to the termination of the Sale Agreement.
The
foregoing description of the Sale Agreement and the transactions contemplated by the Sale Agreement does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the full text of the Sale Agreement, which was previously filed as Exhibit
1.2 to the S-3 Registration Statement and is incorporated by reference herein.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
January 25, 2023
| |
OLD
AYALA, INC. |
| |
|
|
| |
By: |
/s/
Igor Gitelman |
| |
|
Igor Gitelman |
| |
|
Interim
Chief Financial Officer and VP of Finance |
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