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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ayala Pharmaceuticals Inc
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| March 31, 2023 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, Ayala Pharmaceuticals, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References herein to “we,” “us,” “our” and the “Company” refer to Ayala Pharma |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39279 Old Ayala, Inc. |
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| February 8, 2023 |
EX-99.1 2 tm235383d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.01 par |
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| February 8, 2023 |
AYLA / Ayala Pharmaceuticals Inc / Redmile Group, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3) OLD AYALA, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05465V108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 7, 2023 |
SC 13G 1 zk2329128.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 05465V108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39279 OLD AYALA, INC. (Exact name of registrant as specified in its char |
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| January 25, 2023 |
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 N |
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| January 23, 2023 |
AYLA / Ayala Pharmaceuticals Inc / Schindel Yair Chaim - SC 13G/A Passive Investment SC 13G/A 1 zk2329049.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Ayala Pharmaceutics, Inc (Name of Issuer) Class A Common Stock, Par Value $0.01 per Share (Title of Class of Securities) 05465Y108 (CUSIP Number) January 19, 2023 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| January 19, 2023 |
As filed with the Securities and Exchange Commission on January 19, 2023 As filed with the Securities and Exchange Commission on January 19, 2023 Registration No. |
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| January 19, 2023 |
As filed with the Securities and Exchange Commission on January 19, 2023 As filed with the Securities and Exchange Commission on January 19, 2023 Registration No. |
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| January 19, 2023 |
As filed with the Securities and Exchange Commission on January 19, 2023 As filed with the Securities and Exchange Commission on January 19, 2023 Registration No. |
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| January 13, 2023 |
Submission of Matters to a Vote of Security Holders 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 January 13, 2023 Date of Report (Date of earliest event reported) AYALA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Commis |
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| January 9, 2023 |
AYLA / Ayala Pharmaceuticals Inc / Schindel Yair Chaim - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Ayala Pharmaceutics, Inc (Name of Issuer) Class A Common Stock, Par Value $0.01 per Share (Title of Class of Securities) 05465Y108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| January 4, 2023 |
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 4, 2023 Ayala Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Commis |
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| January 4, 2023 |
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 4, 2023 Ayala Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Commis |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 23, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): November 18, 2022 Ayala Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Comm |
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| November 17, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): November 10, 2022 Ayala Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Comm |
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| November 4, 2022 |
Filed by Ayala Pharmaceuticals, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Ayala Pharmaceuticals, Inc. Filer?s SEC File No.: 001-39279 Date: November 4, 2022 This filing relates to a proposed business combination involving Ayala Pharmaceuticals, Inc. and Advaxis, Inc. Ayala Pharmaceu |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39279 AYALA |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 05465V108 (CUSIP Number) October 19, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| October 31, 2022 |
Evidence of Signatory Authority EXHIBIT 99.2 EVIDENCE OF SIGNATORY AUTHORITY Excerpt from Commercial Register of Novartis AG Identification number Legal status Entry Cancelled 1 CHE-103.867.266 Limited or Corporation 01.03.1996 All data In Ca Business name Ref Legal seat 1 Novartis AG 1 Basel 1 (Novartis SA) (Novartis Inc.) CHE-103.867.266 Novartis AG Basel 1 All data In Mo Ca Personal Data Function Signature 14 F?rtsch, Lukas, |
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| October 19, 2022 |
EX-10.4 Exhibit 10.4 Execution Version Ayala-Oncology Israel Ltd. October 18, 2022 Yossi Maimon By Email Dear Yossi: Reference is made to that certain Agreement and Plan of Merger among Advaxis, Inc. (“Advaxis”), Ayala Pharmaceuticals, Inc. (“Ayala”) and Doe Merger Sub, Inc., dated as of even date herewith (the “Merger Agreement”) and to that certain Employment Agreement between you and Ayala-Onco |
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| October 19, 2022 |
EX-10.3 Exhibit 10.3 Execution Version Ayala-Oncology Israel Ltd. October 18, 2022 Roni Mamluk, Ph.D. By Email Dear Roni: Reference is made to that certain Agreement and Plan of Merger among Advaxis, Inc. (“Advaxis”), Ayala Pharmaceuticals, Inc. (“Ayala”) and Doe Merger Sub, Inc., dated as of even date herewith (the “Merger Agreement”) and to that certain Employment Agreement between you and Ayala |
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| October 19, 2022 |
EX-10.1 Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2022, by and among Advaxis, Inc., a Delaware corporation (“Parent”); and Israel Biotech Fund I, L.P., a Cayman Islands Exempted Limited Partnership (“Stockholder”). WHEREAS, concurrently with the execution and delivery of this Agreement |
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| October 19, 2022 |
EX-10.5 Exhibit 10.5 Execution Version Ayala Pharmaceuticals, Inc.. October 18, 2022 Gary Gordon, M.D., Ph.D. By Email Dear Gary: Reference is made to that certain Agreement and Plan of Merger among Advaxis, Inc. (“Advaxis”), Ayala Pharmaceuticals, Inc. (the “Company”) and Doe Merger Sub, Inc., dated as of even date herewith(the “Merger Agreement”) and to that certain Employment Agreement between |
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| October 19, 2022 |
425 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): October 18, 2022 Ayala Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (C |
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| October 19, 2022 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among ADVAXIS, INC., AYALA PHARMACEUTICALS, INC. and DOE MERGER SUB, INC. Dated as of October 18, 2022 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; SURVIVING COMPANY 2 1.1. The Merger 2 1.2. Closing 2 1.3. Effective Time 2 1.4. The Certificate of Incorporation 2 1.5. The Bylaws 2 1.6. Directors of Parent 2 1.7. Directors an |
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| October 19, 2022 |
EX-99.1 Exhibit 99.1 Ayala Pharmaceuticals and Advaxis Enter into Merger Agreement Merger brings U.S. management and presence, cash to develop compelling late-stage asset Lead candidate AL102 being evaluated in ongoing Phase 2/3 RINGSIDE study, a potential registration trial in desmoid tumors Ayala and Advaxis stockholders will respectively own approximately 62.5% and 37.5% Combined Company to See |
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| October 19, 2022 |
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): October 18, 2022 Ayala Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Commi |
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| October 19, 2022 |
C O R P O R A T E P A R T I C I P A N T S EX-99.2 Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S Tim McCarthy, Investor Relations, LifeSci Advisors, LLC Ken Berlin, President and Chief Executive Officer, Advaxis, Inc. Roni Mamluk, Ph.D., President and Chief Executive Officer, Ayala Pharmaceuticals, Inc. C O N F E R E N C E C A L L P A R T I C I P A N T S Maury Raycroft, Jefferies Dane Leone, Raymond James P R E S E N T A T I O N O |
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| October 19, 2022 |
EX-10.2 Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2022, by and among Advaxis, Inc., a Delaware corporation (“Parent”); and aMoon Growth Fund Limited Partnership, a Cayman Islands Exempted Limited Partnership (“Stockholder”). WHEREAS, concurrently with the execution and delivery of this |
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| September 12, 2022 |
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): September 12, 2022 Ayala Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Com |
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| August 15, 2022 |
Amendment No. 2 to Amended and Restated Investors’ Rights Agreement, dated as of June 4, 2021. Exhibit 4.1 Ayala Pharmaceuticals, Inc. Amendment No. 2 to Amended and Restated Investors? Rights Agreement This Amendment No. 2 to Amended and Restated Investors? Rights Agreement (this ?Amendment?), is made and entered into as of June 4, 2021, by and among Ayala Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the Investors signatory hereto. WHEREAS, the Company, the Investors |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39279 AYALA PHARM |
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| July 25, 2022 |
July 25, 2022 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| July 18, 2022 |
Form of Underwriting Agreement. Exhibit 1.1 AYALA PHARMACEUTICALS, INC. [?] Shares of Common Stock [?] Pre-Funded Warrants [?] Warrants UNDERWRITING AGREEMENT [?], 2022 Oppenheimer & Co. Inc. as Representative of the several Underwriters named in Schedule I hereto 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Ayala Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and |
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| July 18, 2022 |
Exhibit 4.6 AYALA PHARMACEUTICALS, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No.: Number of Shares of Common Stock: Date of Issuance: , 2022 (?Issuance Date?) Ayala Pharmaceuticals, Inc., a company organized under the laws of Delaware (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], t |
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| July 18, 2022 |
Exhibit 4.5 AYALA PHARMACEUTICALS, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: Number of Shares of Common Stock: Date of Issuance; , 2022 (?Issuance Date?) Ayala Pharmaceuticals, Inc., a company organized under the laws of Delaware (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the register |
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| July 18, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Ayala Pharmaceuticals, Inc. |
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| July 18, 2022 |
As filed with the Securities and Exchange Commission on July 18, 2022 Table of Contents As filed with the Securities and Exchange Commission on July 18, 2022 Registration No. |
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| July 8, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Ayala Pharmaceuticals, Inc. |
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| July 8, 2022 |
As filed with the Securities and Exchange Commission on July 8, 2022 Table of Contents As filed with the Securities and Exchange Commission on July 8, 2022 Registration No. |
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| July 5, 2022 |
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): July 5, 2022 Ayala Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Commissio |
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| June 14, 2022 |
Submission of Matters to a Vote of Security Holders 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 June 13, 2022 Date of Report (Date of earliest event reported) AYALA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Commissio |
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| June 3, 2022 |
Termination of a Material Definitive Agreement 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): June 2, 2022 Ayala Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39279 AYALA PHA |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 28, 2022 |
Exhibit 99.1 AYALA PHARMACEUTICALS, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS The undersigned, being all of the members of the Board of Directors (the ?Board?) of Ayala Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), acting in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), hereby take the followi |
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| March 28, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Ayala Pharmaceuticals, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). References herein to ?we,? ?us,? ?our? and the ?Company? refer to Ayala Pharma |
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| March 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39279 Ayala Pharmaceu |
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| February 14, 2022 |
AYLA / Ayala Pharmaceuticals Inc / Redmile Group, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) AYALA PHARMACEUTICALS, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05465V108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 14, 2022 |
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the ?Schedule 13G?) relating to the Common Stock, $0.01 par value per share, of Ayala Pharmaceuticals, |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 05465V108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| January 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of |
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| January 24, 2022 |
AYLA / Ayala Pharmaceuticals Inc / Schindel Yair Chaim - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Ayala Pharmaceutics, Inc. (Name of Issuer) Common Stock, Par Value $0.01 per Share (Title of Class of Securities) 05465Y108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39279 AYALA |
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| September 16, 2021 |
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): September 16, 2021 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39279 82-3578375 (State or other jurisdiction of incorporation or or |
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| August 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| July 30, 2021 |
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): July 28, 2021 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39279 82-3578375 (State or other jurisdiction of incorporation or organiz |
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| June 11, 2021 |
June 11, 2021 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| June 11, 2021 |
June 11, 2021 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| June 10, 2021 |
Submission of Matters to a Vote of Security Holders 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 June 10, 2021 Date of Report (Date of earliest event reported) AYALA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39279 82-3578375 (State or Other Jurisdiction of Incorporation) (Commissio |
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| June 4, 2021 |
As filed with the Securities and Exchange Commission on June 4, 2021 Table of Contents As filed with the Securities and Exchange Commission on June 4, 2021 Registration No. |
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| June 4, 2021 |
Exhibit 4.3 Ayala Pharmaceuticals, Inc. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Esta |
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| June 4, 2021 |
As filed with the Securities and Exchange Commission on June 4, 2021 Table of Contents As filed with the Securities and Exchange Commission on June 4, 2021 Registration No. |
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| June 4, 2021 |
Exhibit 1.2 OPEN MARKET SALE AGREEMENT SM June 4, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Ayala Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s commo |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| April 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 27, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 24, 2021 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2020, Ayala Pharmaceuticals, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). References herein to ?we,? ?us,? ?our? and the ?Company? refer to Ayala Pharma |
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| March 24, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-392 |
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| March 2, 2021 |
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.01 par value per share, of Ayala Pharmaceuticals, |
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| March 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment no. 1) AYALA PHARMACEUTICALS, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05465V108 (CUSIP Number) February 23, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 22, 2021 |
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): February 19, 2021 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39279 82-3578375 (State or other jurisdiction of incorporation) (Comm |
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| February 22, 2021 |
Exhibit 4.1 FORM OF WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. CS-[?] Number of Shares: [?] (subject to adjustment) Date of Issuance: February [?], 2021 Original Issue Date (as defined in Subsection 2(a)): February [?], 2021 Ayala Pharmaceuticals, Inc. Common Stock Purch |
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| February 22, 2021 |
Exhibit 4.2 FORM OF WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. PFCS-[?] Number of Shares: [?] (subject to adjustment) Date of Issuance: February [?], 2021 Original Issue Date (as defined in Subsection 2(a)): February [?], 2021 Ayala Pharmaceuticals, Inc. Common Stock Pur |
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| February 22, 2021 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of February 19, 2021 by and among Ayala Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the Investors identified on Exhibit A attached hereto (each an ?Investor? and collectively, the ?Investors?). RECITALS A. The Company and each Investo |
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| February 16, 2021 |
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.01 par value per share, of Ayala Pharmaceuticals, |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AYALA PHARMACEUTICALS, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05465V108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 8, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title |
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| February 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ayala Pharmaceutics, Inc. (Name of Issuer) Common Stock, Par Value $0.01 per Share (Title of Class of Securities) 05465Y108 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 8, 2021 |
EX-99.1.1 Exhibit 1.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto), and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each |
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| February 5, 2021 |
EXHIBIT 2 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, $0. |
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| February 5, 2021 |
EVIDENCE OF SIGNATORY AUTHORITY EXHIBIT 1 EVIDENCE OF SIGNATORY AUTHORITY Excerpt from Commercial Register of Novartis AG Identification number Legal status Entry Cancelled Carried CH-270. |
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| February 5, 2021 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AYALA PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 05465V108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| November 16, 2020 |
10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39279 AYA |
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| August 20, 2020 |
8-K 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): August 18, 2020 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39279 82-3578375 (State or other jurisdiction of incorporation or o |
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| August 12, 2020 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 22, 2020 |
EX-99.1 Exhibit 99.1 Ayala Pharmaceuticals Reports First Quarter 2020 Financial Results and Provides Business Update – Completed upsized initial public offering raising a total of $59.1 million in gross proceeds – Current cash balance expected to fund operations into second half of 2022 – Fast Track Designation granted for lead candidate, AL101 for the treatment of R/M ACC; additional Phase 2 data |
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| June 22, 2020 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 22, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): June 22, 2020 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39279 82-3578375 (State or other jurisdiction of incorporation or org |
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| May 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Ayala Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Cla |
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| May 12, 2020 |
8-K 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): May 12, 2020 AYALA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39279 82-3578375 (State or other jurisdiction of incorporation or orga |
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| May 12, 2020 |
Restated Certificate of Incorporation of Ayala Pharmaceuticals, Inc. EX-3.1 Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF AYALA PHARMACEUTICALS, INC. The name of the corporation is Ayala Pharmaceuticals, Inc. The corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on November 14, 2017. This Restated Certificate of Incorporation of the corporation, which restat |
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| May 12, 2020 |
Amended and Restated Bylaws of Ayala Pharmaceuticals, Inc. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AYALA PHARMACEUTICALS, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2.5 ADVANCE NOTICE PR |
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| May 11, 2020 |
EX-4.3 Exhibit 4.3 RESTATED CERTIFICATE OF INCORPORATION OF AYALA PHARMACEUTICALS, INC. The name of the corporation is Ayala Pharmaceuticals, Inc. The corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on November 14, 2017. This Restated Certificate of Incorporation of the corporation, which restat |
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| May 11, 2020 |
3,666,667 Shares Ayala Pharmaceuticals, Inc. Common Stock 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. |
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| May 11, 2020 |
S-8 As filed with the Securities and Exchange Commission on May 11, 2020 Registration No. |
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| May 7, 2020 |
S-1MEF As filed with the Securities and Exchange Commission on May 7, 2020 Registration No. |
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| May 5, 2020 |
CORRESP Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Jefferies LLC 520 Madison Avenue New York, New York 10022 May 5, 2020 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Courtney L. Lindsay II Re: Ayala Pharmaceuticals, Inc. Registration Statement on Form S-1 Registration File No. 333-236942 Ladi |
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| May 5, 2020 |
CORRESP May 5, 2020 Via EDGAR Transmission United States Securities and Exchange Commission Office of Healthcare and Insurance 100 F Street, N. |
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| May 4, 2020 |
Form 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ayala Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 82-3578375 (State of incorporation or organization) (I.R.S. Employer Identification No.) Oppe |
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| May 4, 2020 |
EX-10.8 Exhibit 10.8 Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LICENSE AGREEMENT between AYALA PHARMACEUTICALS, INC. and BRISTOL-MYERS SQUIBB COMPANY Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) woul |
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| May 4, 2020 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 4, 2020 Registration No. |
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| May 4, 2020 |
EX-10.7 Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 24, 2019 (the “Effective Date”) is by and between Ayala Pharmaceuticals, Inc. (the “Company”), and Gary Gordon (the “Employee”) (individually, each a “Party” and collectively, the “Parties”). WHEREAS, in recognition of the Employee’s experience and abilities, the Company desires to assure itsel |
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| May 4, 2020 |
Amended and Restated Investors’ Rights Agreement EX-4.1 Exhibit 4.1 AYALA PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of December 19, 2018, by and among Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor, and e |
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| May 4, 2020 |
CORRESP Keith L. Halverstam Direct Dial: 212-906-1761 [email protected] 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh May 4, 2020 Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Hous |
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| May 4, 2020 |
Certificate of Incorporation of the Registrant, as amended (currently in effect) EX-3.1 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 09:34 AM 12/19/2018 FILED 09:34 AM 12/19/2018 SR 20188243232 - File Number 6615492 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AYALA PHARMACEUTICALS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Ayala Pharmaceuticals, Inc., a corporation organized a |
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| May 4, 2020 |
Form of Indemnification Agreement for Directors and Officers EX-10.3 Exhibit 10.3 AYALA PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[20] between Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in oth |
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| May 4, 2020 |
Non-Employee Director Compensation Program EX-10.2 Exhibit 10.2 AYALA PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the “Board”) of Ayala Pharmaceuticals, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or |
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| May 4, 2020 |
EX-3.3 Exhibit 3.3 RESTATED CERTIFICATE OF INCORPORATION OF AYALA PHARMACEUTICALS, INC. The name of the corporation is Ayala Pharmaceuticals, Inc. The corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on November 14, 2017. This Restated Certificate of Incorporation of the corporation, which restat |
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| May 4, 2020 |
EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF AYALA PHARMACEUTICALS, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2.5 ADVANCE NOTICE PR |
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| May 4, 2020 |
Specimen Stock Certificate evidencing the shares of common stock EX-4.2 Exhibit 4.2 API AYALA PHARMACEUTICALS, INC. COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 05465Y 10 8 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT BY: is the owner of COUNTERSIGNED AMERICAN FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.01 PER SHARE OF AND AYALA PHARMACEUTICALS, INC. STOCK transferable on the books of the Cor |
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| May 4, 2020 |
Amended 2017 Stock Incentive Plan and form of agreements thereunder EX-10.1 Exhibit 10.1 AYALA PHARMACEUTICALS, INC. 2017 STOCK INCENTIVE PLAN (as amended and restated [ ], 2020) Unless otherwise defined, terms used herein shall have the meaning ascribed to them in Section 2 hereof. 1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION. 1.1. Purpose. The purpose of this 2017 Stock Incentive Plan (as amended, this “Plan”) is to afford an incentive to Service Providers of Ayala |
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| March 6, 2020 |
Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of July 24, 2019 (the ?Effective Date?) is by and between Ayala Pharmaceuticals, Inc. (the ?Company?), and Gary Gordon (the ?Employee?) (individually, each a ?Party? and collectively, the ?Parties?). WHEREAS, in recognition of the Employee?s experience and abilities, the Company desires to assure itself of the |
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| March 6, 2020 |
Amended and Restated Investors’ Rights Agreement Exhibit 4.1 AYALA PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?) is made as of December 19, 2018, by and among Ayala Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor, and each of |
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| March 6, 2020 |
S-1 1 d846749ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on March 6, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ayala Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 2836 82-3578375 (State or other juri |
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| March 6, 2020 |
Exhibit 10.9 Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. EXECUTION VERSION EVALUATION, OPTION AND LICENSE AGREEMENT This Evaluation, Option and License Agreement (the ?Agreement?) is made as of December 19, 2018 (the ?Effective Date?) by and between Ayala Pharmaceuticals, |
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| March 6, 2020 |
Certificate of Incorporation of the Registrant, as amended (currently in effect) Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 09:34 AM 12/19/2018 FILED 09:34 AM 12/19/2018 SR 20188243232 - File Number 6615492 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AYALA PHARMACEUTICALS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Ayala Pharmaceuticals, Inc., a corporation organized and exis |
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| March 6, 2020 |
Subsidiaries of Ayala Pharmaceuticals, Inc. Exhibit 21.1 SUBSIDIARIES OF AYALA PHARMACEUTICALS, INC. Legal Name of Subsidiary Jurisdiction of Organization Ayala-Oncology Israel Ltd. Israel |
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| March 6, 2020 |
Form of Underwriting Agreement Exhibit 1.1 Ayala Pharmaceuticals, Inc. Common Stock Underwriting Agreement New York, New York , 2020 Citigroup Global Markets Inc. Jefferies LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Ayala Pharmaceuticals, Inc., a corporation |
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| March 6, 2020 |
CORRESP Keith L. Halverstam Direct Dial: 212-906-1761 [email protected] 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES March 6, 2020 VIA EDGAR AND OVERNIGHT DELIVERY Mr. William Mastrianna Office of Healthcare and Insurance United States Securities and Exchange Commission 100 F Street, N.E. Mail Stop 4720 Washing |
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| March 6, 2020 |
Exhibit 10.4 This is a translation into English of the final Hebrew version of the Lease Agreement. In the event of a conflict between the English and Hebrew texts, the Hebrew text shall prevail. Lease Agreement Made and executed in Tel Aviv on the 24th day of January, 2019 Between: Ogen Yielding Real Estate Ltd., Company Reg. No. 520033093 Of 3 Har Sinai St., Tel Aviv (Hereinafter: the ?Landlord? |
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| March 6, 2020 |
Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into effective as of March 15, 2019, by and between Ayala-Oncology Israel Ltd., an Israeli company P.C. No. 51-574869-7 (the ?Company?), and Yossi Maimon, Israeli I.D. No. 024821233 (the ?Employee?). This Agreement replaces in its or their entirety any and all employment agreements (including without limitati |
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| March 6, 2020 |
Bylaws of the Registrant (currently in effect) Exhibit 3.2 BY-LAWS OF AYALA PHARMACEUTICALS, INC. 1. OFFICES: 1.1 The Corporation may have an office or offices at such places as the Board of Directors may from time to time designate. 2. MEETING OF STOCKHOLDERS: 2.1 The annual meeting of stockholders for the election of directors shall be held at such time and date as may be fixed by the Board of Directors. 2.2 Special meetings of the stockhold |
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| March 6, 2020 |
License Agreement, dated November 29, 2017, between the Registrant and Bristol-Myers Squibb Company Exhibit 10.8 Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LICENSE AGREEMENT between AYALA PHARMACEUTICALS, INC. and BRISTOL-MYERS SQUIBB COMPANY Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be com |
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| March 6, 2020 |
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is effective as of the Effective Date, by and between Ayala Oncology Israel Ltd., a company organized under the laws of the State of Israel, P.C. No. 51-574869-7 (the ?Company?) and Employee. WHEREAS, Company desires to employ Employee in the Employment Position and Employee desires to serve in such capacity on the terms |
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| March 2, 2020 |
DRSLTR 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul FOIA CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. §200.83 Hong Kong Shanghai Houston Silicon Valley Lond |
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| February 12, 2020 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 12, 2020, as Amendment No. |
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| February 12, 2020 |
DRSLTR Keith L. Halverstam Direct Dial: 212-906-1761 [email protected] 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES February 12, 2020 Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Moscow Munich New York Orange County Paris Riyad |
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| February 12, 2020 |
EVALUATION, OPTION AND LICENSE AGREEMENT Exhibit 10.9 Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. EXECUTION VERSION EVALUATION, OPTION AND LICENSE AGREEMENT This Evaluation, Option and License Agreement (the ?Agreement?) is made as of December 19, 2018 (the ?Effective Date?) by and between Ayala Pharmaceuticals, |
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| January 8, 2020 |
BY-LAWS AYALA PHARMACEUTICALS, INC. Exhibit 3.2 BY-LAWS OF AYALA PHARMACEUTICALS, INC. 1. OFFICES: 1.1 The Corporation may have an office or offices at such places as the Board of Directors may from time to time designate. 2. MEETING OF STOCKHOLDERS: 2.1 The annual meeting of stockholders for the election of directors shall be held at such time and date as may be fixed by the Board of Directors. 2.2 Special meetings of the stockhold |
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| January 8, 2020 |
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is effective as of the Effective Date, by and between Ayala Oncology Israel Ltd., a company organized under the laws of the State of Israel, P.C. No. 51-574869-7 (the ?Company?) and Employee. WHEREAS, Company desires to employ Employee in the Employment Position and Employee desires to serve in such capacity on the terms |
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| January 8, 2020 |
Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 09:34 AM 12/19/2018 FILED 09:34 AM 12/19/2018 SR 20188243232 - File Number 6615492 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AYALA PHARMACEUTICALS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Ayala Pharmaceuticals, Inc., a corporation organized and exis |
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| January 8, 2020 |
Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of July 24, 2019 (the ?Effective Date?) is by and between Ayala Pharmaceuticals, Inc. (the ?Company?), and Gary Gordon (the ?Employee?) (individually, each a ?Party? and collectively, the ?Parties?). WHEREAS, in recognition of the Employee?s experience and abilities, the Company desires to assure itself of the |
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| January 8, 2020 |
Exhibit 10.4 This is a translation into English of the final Hebrew version of the Lease Agreement. In the event of a conflict between the English and Hebrew texts, the Hebrew text shall prevail. Lease Agreement Made and executed in Tel Aviv on the 24th day of January, 2019 Between: Ogen Yielding Real Estate Ltd., Company Reg. No. 520033093 Of 3 Har Sinai St., Tel Aviv (Hereinafter: the ?Landlord? |
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| January 8, 2020 |
As confidentially submitted to the Securities and Exchange Commission on January 8, 2020 Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 8, 2020 Registration No. |
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| January 8, 2020 |
Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into effective as of March 15, 2019, by and between Ayala-Oncology Israel Ltd., an Israeli company P.C. No. 51-574869-7 (the ?Company?), and Yossi Maimon, Israeli I.D. No. 024821233 (the ?Employee?). This Agreement replaces in its or their entirety any and all employment agreements (including without limitati |
