8-K
filed January 25, 2023, 6:59 PM ET
CIK 0001797336
M&A
confidence high
sentiment neutral
materiality 0.75
Ayala Pharmaceuticals, Inc.: M&A transaction — Ayala completes merger with Advaxis; becomes wholly-owned subsidiary; shares converted at 0.1874 ratio
Ayala Pharmaceuticals, Inc.
- Merger closed Jan 19, 2023; each share of Ayala common stock converted into 0.1874 shares of Advaxis common stock.
- Ayala becomes wholly-owned subsidiary of Advaxis; Ayala common stock to be delisted from Nasdaq.
- Board of directors resigned; Ken Berlin appointed sole director and CEO, Andrew Gutierrez CMO, Igor Gitelman CFO.
- ATM equity facility with Jefferies terminated effective ten trading days after Jan 13, 2023; no penalties.
- Ayala to file Form 15 to suspend reporting obligations under Exchange Act.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Roni Mamluk resigned as director at Ayala Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth A. Berlin was appointed as President and Chief Executive Officer at Ayala Pharmaceuticals, Inc..
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
Kenneth A. Berlin was appointed President and Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth A. Berlin was appointed as director at Ayala Pharmaceuticals, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Kenneth A. Berlin became the sole director of Ayala
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Murray A. Goldberg resigned as director at Ayala Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vered Bisker-Leib resigned as director at Ayala Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Yossi Maimon departed as other_named_officer at Ayala Pharmaceuticals, Inc..
- Action
- ceased
Exact text from the filing
Immediately after the Effective Time, Roni Mamluk, Ph.D. and Yossi Maimon ceased to be officers of Ayala
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Igor Gitelman was appointed as Chief Financial Officer at Ayala Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Igor Gitelman was appointed Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Roni Mamluk departed as other_named_officer at Ayala Pharmaceuticals, Inc..
- Action
- ceased
Exact text from the filing
Immediately after the Effective Time, Roni Mamluk, Ph.D. and Yossi Maimon ceased to be officers of Ayala
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Spiegel resigned as director at Ayala Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew A. Gutierrez was appointed as Chief Medical Officer at Ayala Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Chief Medical Officer
Exact text from the filing
Andrew A. Gutierrez, M.D., Ph.D., was appointed the Chief Medical Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Sidransky resigned as director at Ayala Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
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.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Ayala Pharmaceuticals, Inc. underwent a change of control involving Advaxis, Inc. (closed 2023-01-19).
- Action
- change of control
- Counterparty
- Advaxis, Inc.
- Closing
- 2023-01-19
Exact text from the filing
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”).
View on SEC.gov
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