FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOLDBERG MURRAY A
2. Issuer Name and Ticker or Trading Symbol

Ayala Pharmaceuticals, Inc. [ ADXS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

9 DEER PARK DRIVE, SUITE K-1
3. Date of Earliest Transaction (MM/DD/YYYY)

1/19/2023
(Street)

MONMOUTH JUNCTION, NJ 08852
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option $27.21 1/19/2023  A   3279     (1)3/20/2028 Common Stock 3279  (2)3279 D  
Stock Option $47.17 1/19/2023  A   2342     (1)2/12/2030 Common Stock 2342  (3)2342 D  
Stock Option $55.23 1/19/2023  A   1171     (1)6/9/2031 Common Stock 1171  (4)1171 D  
Stock Option $8.70 1/19/2023  A   1171     (5)6/12/2032 Common Stock 1171  (6)1171 D  

Explanation of Responses:
(1) This option is fully vested and exercisable.
(2) Received in the merger of Ayala Pharmaceuticals, Inc. ("Old Ayala") into the Issuer (the "Merger") in exchange for an employee stock option to acquire 17,500 shares of the common stock of Old Ayala for $5.10 per share.
(3) Received in the Merger in exchange for an employee stock option to acquire 12,500 shares of the common stock of Old Ayala for $8.84 per share.
(4) Received in the Merger in exchange for an employee stock option to acquire 6,250 shares of the common stock of Old Ayala for $10.35 per share.
(5) This option vests and becomes exercisable on the earlier of (i) June 13, 2023 or (ii) one day prior to the Issuer's 2023 annual meeting of stockholders, subject to the Reporting Person's continued service with the Issuer through such vesting date.
(6) Received in the Merger in exchange for an employee stock option to acquire 6,250 shares of the common stock of Old Ayala for $1.63 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GOLDBERG MURRAY A
9 DEER PARK DRIVE, SUITE K-1
MONMOUTH JUNCTION, NJ 08852
X



Signatures
/s/ Murray A. Goldberg1/23/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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