As filed with the Securities and Exchange Commission on January 19,
2023
Registration No. 333-238165
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-8 Registration Statement No. 333-238165
UNDER
THE SECURITIES ACT OF 1933
Ayala
Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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82-3578375
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Oppenheimer 4
Rehovot 7670104, Israel
(Address of principal executive offices, including zip code)
Ayala Pharmaceuticals, Inc. 2017 Stock Incentive Plan
(Full title of the plan)
MWE Corporate Services, LLC
1007 North Orange Street, 10th Floor
Wilmington, DE 19801
(302) 485-3907
(Name, address and telephone number, including area code, of agent
for service)
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated
filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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⌧
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Smaller reporting
company
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⌧
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Emerging growth
company
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⌧
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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
7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Deregistration of Unsold Securities
This Post-Effective
Amendment related to the following Registration Statement on Form
S-8 (the “Registration Statement”) filed by Ayala Pharmaceuticals,
Inc., a Delaware corporation (the “Registrant”), is being filed to
withdraw and remove from registration the shares of Registrant’s
common stock, $0.01 par value per share (“Common Stock”), that had
been registered under the Registration Statement together with any
and all plan interests and other securities registered thereunder
that remain unsold or unissued as of the date hereof:
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•
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Registration Statement
on Form S-8 (File No. 333-238165), originally filed with the
Securities and Exchange Commission on May 11, 2020, registering
2,117,016 shares of Common Stock under the Ayala Pharmaceuticals,
Inc. 2017 Stock Incentive Plan.
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On January 19, 2023,
pursuant to that certain Agreement and Plan of Merger, dated as of
October 18, 2022, by and
among the Registrant,
Advaxis, Inc., a Delaware corporation (“Advaxis”), and Doe Merger
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of
Advaxis (“Merger Sub”), Merger Sub merged with and into the
Registrant, with the Registrant continuing as the surviving company
and a wholly-owned subsidiary of Advaxis (the “Merger”). As a
result of the Merger, Advaxis is being renamed “Ayala
Pharmaceuticals, Inc.”
As a result of the
Merger, the offerings of the Registrant’s securities pursuant to
the Registration Statement have been terminated. In accordance with
undertakings made by the Registrant in the Registration Statement
to remove from registration, by means of a post-effective
amendment, any securities registered under the Registration
Statement that remain unsold at the termination of the offering,
the Registrant hereby removes from registration all securities of
the Registrant registered under the Registration Statement that
remain unsold as of the date hereof.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Monmouth Junction, State
of New Jersey, on the 19th day of January, 2023.
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AYALA PHARMACEUTICALS, INC.
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By:
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/s/ Kenneth A.
Berlin
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Kenneth A.
Berlin
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Chief Executive
Officer
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No other person is
required to sign this Post-Effective Amendment in reliance upon
Rule 478 under the Securities Act of 1933.