| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation
of Directors
In
accordance with the Merger Agreement, immediately prior to the Effective Time, Dr. James Patton and Mr. Richard Berman resigned from
the Board of the Registrant. Dr. Patton had been a member of the Nominating and Corporate Governance Committee, Research and Development
Committee and the Audit Committee. Mr. Berman had been the chair of the Audit Committee and a member of the Compensation Committee and
the Nominating and Corporate Governance Committee. The resignations were not the result of any disagreements with Advaxis relating to
the Advaxis’ operations, policies or practices.
Appointment
of Directors
In
accordance with the Merger Agreement, effective immediately after the Effective Time, the following individuals were appointed to the
Board of the Registrant.
Robert
Spiegel, M.D., F.A.C.P. Dr. Spiegel had served as a member of Old Ayala’s board of directors from December 2017 until the Effective
Time. Since 2012, Dr. Spiegel has served as an Associate Professor at the Weill Cornell Medical School. In addition, Dr. Spiegel has
served as a Senior Advisor to Warburg Pincus, a private equity firm, and an Advisor to the Israel Biotech Fund, a venture investment
fund since 2010 and 2016, respectively. Prior to these positions, Dr. Spiegel served as Chief Medical Officer of PTC Therapeutics, Inc.,
a biopharmaceutical company, from March 2011 to April 2016. Prior to his time at PTC Therapeutics, Dr. Spiegel held various management
positions at Schering-Plough Corporation, a global healthcare company, including as Chief Medical Officer and Senior Vice President of
the Schering-Plough Research Institute, the pharmaceutical research arm of the Schering-Plough Corporation from 1998 to 2009. Dr. Spiegel
is currently a member of the board of directors of Geron Corporation and Cyclacel Pharmaceuticals, Inc., biopharmaceutical company, since
2010 and 2018, respectively. Dr. Spiegel has previously served as a member of the board of directors for Sucampo Pharmaceuticals, Inc.,
a biopharmaceutical company, Edge Therapeutics, Inc., a biotechnology company, Avior Computing Corporation, a privately-held governance
risk and compliance process technology company, Talon Therapeutics, Inc., a biopharmaceutical company, Capstone Therapeutics Corp., a
biotechnology company, the Cancer Institute of New Jersey and Cancer Care New Jersey. Dr. Spiegel received a B.A. in 1971 from Yale University
and an M.D. from the University of Pennsylvania in 1975. Following his residency in internal medicine, Dr. Spiegel completed a fellowship
in medical oncology at the National Cancer Institute. We believe that Dr. Spiegel’s extensive medical and scientific knowledge
as well as his experience in the life science industry qualifies him to serve on New Ayala’s Board.
Murray
A. Goldberg, M.B.A. Mr. Goldberg had served as a member of Old Ayala’s board of directors from December 2017 until the Effective
Time. Mr. Goldberg held various management positions at Regeneron Pharmaceuticals, Inc., a biopharmaceutical company, from March 1995
to March 2015, including as Senior Vice President of Administration and Assistant Secretary from October 2013 to March 2015, as Chief
Financial Officer and Senior Vice President, Finance and Administration and Assistant Secretary from March 1995 to October 2013 and as
Treasurer from March 1995 to October 2012. Mr. Goldberg previously served on the boards of directors of Aerie Pharmaceuticals Inc., a
biopharmaceutical company, from August 2013 to June 2020, where he also served as the chairman of its audit committee, and Teva Pharmaceuticals
Industries Ltd. from July 2017 to June 2020. Mr. Goldberg received a B.S. in Engineering from New York University, a Master’s degree
in International Economics from the London School of Economics and an M.B.A. from the University of Chicago. We believe that Mr. Goldberg
is qualified to serve on New Ayala’s Board because of his broad financial, operational and transactional experience in the industry.
Vered
Bisker-Leib, Ph.D., M.B.A. Dr. Bisker-Leib had served as a member of Old Ayala’s board of directors from August 2020 until
the Effective Time. Dr. Bisker-Leib is the President and Chief Operating Officer of Compass Therapeutics, Inc. where she has been a member
of the executive leadership team since November 2017. Prior to Compass, Dr. Bisker-Leib advised Atlas Ventures portfolio companies as
an entrepreneur-in-residence from November 2016 to November 2017. Previously, as the Chief Business Officer of Cydan Development, Inc.
from October 2014 to October 2016, Dr. Bisker-Leib founded biotech companies focused on therapies addressing rare diseases, including
Imara Inc. Dr. Bisker-Leib was a member of BMS’ strategic transactions group where she assumed roles of increasing responsibility
across five therapeutic areas, most recently as an Executive Director and Global Head of business development for the cardiovascular
and metabolic franchises. Dr. Bisker-Leib received a Ph.D. in Chemical Engineering and an M.B.A. from the University of Massachusetts,
Amherst. Dr. Bisker-Leib has a B.Sc. in Chemical Engineering from the Israel Institute of Technology, Haifa. We believe that Dr. Bisker-Leib’s
extensive experience in the life-science industry qualifies her to serve on New Ayala’s Board.
Board
Committees
Audit
Committee
In
connection with the closing of the Merger, New Ayala’s Board is expected to select Mr. Goldberg, Dr. Bisker-Leib and Roni Appel
to serve as members of the audit committee. To qualify as independent to serve on the Registrant’s audit committee, applicable
SEC rules and listing standards of the Nasdaq Stock Market, LLC (“Nasdaq”) require that a director not accept any consulting,
advisory or other compensatory fee from the Registrant or Old Ayala, other than for service as a director, or be an affiliated person
of the Registrant or Old Ayala. The composition of the audit committee will comply with the applicable requirements of the rules and
regulations of Nasdaq and the SEC.
Compensation
Committee
In
connection with the closing of the Merger, New Ayala’s Board is expected to select members of the compensation committee. Each
member of the Registrant’s compensation committee is expected to be a “non-employee” director within the meaning of
Rule 16b-3 of the rules promulgated under the Exchange Act and independent within the meaning of the independent director guidelines
of Nasdaq. Following the completion of the Merger, the composition of the compensation committee will comply with the applicable requirements
of the rules and regulations of Nasdaq.
Nominating
and Corporate Governance Committee
In
connection with the closing of the Merger, New Ayala’s Board is expected to select members of the nominating and corporate governance
committee. Each member of the Registrant’s nominating and corporate governance committee is expected to be a “non-employee”
director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act and independent within the meaning of the independent
director guidelines of Nasdaq. Following the completion of the Merger, the composition of the nominating and corporate governance committee
will comply with the applicable requirements of the rules and regulations of Nasdaq.
| Item
5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Name
Change
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.
Forward
Looking Statements
Certain
statements contained in this Form 8-K may be considered forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995, including statements regarding the transaction involving Old Ayala, Inc. (f/k/a Ayala Pharmaceuticals,
Inc.) and Ayala Pharmaceuticals, Inc. (f/k/a Advaxis, Inc.) (“New Ayala”) and the ability to list the common stock of New
Ayla on Nasdaq. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future
events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,”
“anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,”
“intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements.
Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees
of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various
factors, including, without limitation: (i) uncertainties as to the ability of New Ayala to meet the requirements to list its common
stock on Nasdaq; (ii) the ability of New Ayala to integrate Old Ayala’s business successfully and to achieve anticipated synergies;
(iii) the possibility that other anticipated benefits of the transaction will not be realized, including without limitation, anticipated
revenues, expenses, earnings and other financial results, and growth and expansion of New Ayala’s operations, or the anticipated
tax treatment of the combination; (iv) potential litigation relating to the transaction that could be instituted against New Ayala or
their respective directors; (v) the ability of New Ayala to retain, attract and hire key personnel; (vi) potential adverse reactions
or changes to relationships with customers, employees, suppliers or other parties resulting from the completion of the transaction; (vii)
legislative, regulatory and economic developments; (viii) unpredictability and severity of catastrophic events, including, but not limited
to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors;
and (ix) such other factors as are set forth in New Ayala’s periodic public filings with the SEC, including but not limited to
those described under the heading “Risk Factors” in New Ayala’s Form 10-K for the fiscal year ended October 31, 2021.
Except as required by applicable law, New Ayala undertakes no obligation to revise or update any forward-looking statement, or to make
any other forward-looking statements, whether as a result of new information, future events or otherwise.