8-K
filed January 25, 2023, 6:59 PM ET
CIK 0001100397
M&A
confidence high
sentiment neutral
materiality 0.85
Ayala Pharmaceuticals, Inc.: M&A transaction — Advaxis completes reverse merger with Ayala Pharmaceuticals; name change and board appointments
Ayala Pharmaceuticals, Inc.
- Merger closed Jan 19, 2023; Old Ayala stockholders received 0.1874 shares of New Ayala common stock per share.
- Company name changed from Advaxis, Inc. to Ayala Pharmaceuticals, Inc.; fiscal year unchanged.
- Directors James Patton and Richard Berman resigned; new directors appointed: Robert Spiegel, Murray Goldberg, Vered Bisker-Leib.
- Accounting treatment is a reverse acquisition; Old Ayala will be reflected as predecessor for future financials.
- Financial statements and pro forma information to be filed within 71 calendar days via amendment to this 8-K.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Patton resigned as Director at Ayala Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
immediately prior to the Effective Time, Dr. James Patton and Mr. Richard Berman resigned from the Board of the Registrant.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Spiegel was appointed as Director at Ayala Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
effective immediately after the Effective Time, the following individuals were appointed to the Board of the Registrant. Robert Spiegel
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Berman resigned as Director at Ayala Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
immediately prior to the Effective Time, Dr. James Patton and Mr. Richard Berman resigned from the Board of the Registrant.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Ayala Pharmaceuticals, Inc.: Changed corporate name to Ayala Pharmaceuticals, Inc (effective 2023-01-19).
- Change
- charter amendment
- Effective
- 2023-01-19
Exact text from the filing
On January 19, 2023, following the consummation of the Merger, the Registrant filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware changing the corporate name of the Registrant to “Ayala Pharmaceuticals, Inc.” as approved by the Registrant’s stockholders.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Ayala Pharmaceuticals, Inc. completed an acquisition involving Old Ayala, Inc. for 0.1874 shares of New Ayala Common Stock per share of Old Ayala Common Stock (closed 2023-01-19).
- Action
- acquisition
- Counterparty
- Old Ayala, Inc.
- Consideration
- 0.1874 shares of New Ayala Common Stock per share of Old Ayala Common Stock
- Closing
- 2023-01-19
Exact text from the filing
value $0.01 per share, of Old Ayala (the “Old 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 the Registrant (the “New Ayala Common Stock”), (ii) each outstanding option to purchase shares of
View on SEC.gov
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