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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)




(Exact Name of Registrant as Specified in its Charter)




Delaware   001-39279   82-3578375
(State or Other Jurisdiction
of Incorporation)


File Number)

  (IRS Employer
Identification No.)

Oppenheimer 4

Rehovot, Israel 7670104

(Address of Principal Executive Offices) (Zip Code)

(857) 444-0553

(Registrant’s telephone number, including area code)


(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 (see General Instruction A.2. below):



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 Act:


Title of each class




Name of each exchange

on which registered

Common Stock, $0.01 par value per share   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 (§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.  ☐




Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 13, 2022, Ayala Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 10,659,177 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 75.67% percent of the Company’s outstanding Common Stock as of the April 18, 2022 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2022.

Item 1 — Election of one Class II director for a term of office expiring on the date of the annual meeting of stockholders to be held in 2025 and until her respective successor has been duly elected and qualified or until such director’s earlier death, resignation or removal.


     Votes FOR      Votes
     Broker Non-Votes  

Roni Mamluk, Ph.D.

     7,064,838        601,199        2,993,140  

Item 2 — Ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global as the Company’s independent registered public accounting firm for the year ending December 31, 2022.


Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes
10,544,909    21,148    93,120    0

Based on the foregoing votes, Roni Mamluk, Ph.D. was elected and Item 2 was approved.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Roni Mamluk

      Roni Mamluk, Ph.D.
      President and Chief Executive Officer
Ayala Pharmaceuticals (NASDAQ:AYLA)
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