Item 9.01. Financial Statements and Exhibits.

(a) Audited Financial Statements

The audited consolidated financial statements of Old Ayala (the accounting acquiror in the Merger) for the years ended December 31, 2022 and 2021 are attached as Exhibit 99.1 hereto. We have attached the consent of KFGK, Old Ayala's independent auditors, as Exhibit 23.1 to this Form 8-K/A.

The audited consolidated financial statements of Old Ayala filed with this Amendment relate to a pre-Merger closing period, and therefore all information presented relates to Old Ayala on a standalone basis.

(b) Unaudited Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of Old Ayala (the accounting acquiror in the Merger) for the fifty-two weeks ended December 31, 2022 and of Pre-Merger Advaxis (the accounting acquiree in the Merger) for the fifty-two weeks ended October 31, 2022 are attached as Exhibit 99.2 hereto.

In preparing the unaudited pro forma condensed combined financial information that was included in the proxy statement/prospectus dated December 12, 2022 that was included in Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-268586), which related to the offering of securities of Pre-Merger Advaxis issued in the Merger, Pre-Merger Advaxis determined that the appropriate presentation in such pro forma financial information would be to account for the Merger solely as a business combination. Following the Merger and prior to the date hereof, the Registrant has determined that the Merger should be accounted for partially as a business combination and partially as a recapitalization, and the pro forma financial information contained in this Amendment No. 1 reflects such treatment.





(d) Exhibits.



Exhibit No.                               Description
   23.1         Consent of Independent Registered Public Accounting Firm
   99.1         Audited consolidated financial statements of Old Ayala for the
              years ended December 31, 2022 and 2021
   99.2         Unaudited pro forma condensed combined financial information of
              Old Ayala for the fifty-two weeks ended December 31, 2022 and of
              Pre-Merger Advaxis for the fifty-two weeks ended October 31, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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