BioSight Ltd. entered into a definitive merger agreement to acquire Ayala Pharmaceuticals, Inc. (OTCPK:ADXS) in a reverse merger transaction on July 26, 2023. Pursuant to transaction, Ayala will combine with Biosight in an all-stock transaction. The merger agreement provides, among other things, that on the terms and subject to the conditions set forth therein, each share of Biosight issued and outstanding immediately prior to the effective time of the merger (excluding any shares held by any of Biosight?s subsidiaries, the Ayala Pharmaceuticals, Merger Sub or any of their respective subsidiaries, which will remain outstanding, and certain dormant shares under Israeli law, which will be cancelled, retired and cease to exist) will automatically be deemed to have been transferred to the Ayala Pharmaceuticals in exchange for the right to receive 1.82285 shares (the ?Exchange Ratio?) of common stock, par value $0.001 per share (the ?Common Stock?) of the Ayala Pharmaceuticals. In connection with the closing of the Merger, the Ayala Pharmaceuticals issued approximately 5,913,480 shares of the Common Stock to former holders of Biosight shares. In accordance with the merger agreement, effective immediately after the Effective Time, the following individuals were appointed to the Board of the Ayala Pharmaceuticals; Yuval Cabilly, Pini Orbach and Bridget Martell. Roy Golan will become the Ayala Pharmaceuticals?s Chief Financial Officer. Igor Gitelman will cease to serve as the Company?s Interim Chief Financial Officer at that time. Under the terms of the merger agreement, upon completion of the merger, ownership of the combined company will be split, with 55% ownership going to Biosight stockholders and 45% going to Ayala stockholders. Upon completion of the merger, the combined company will operate under the name Ayala Pharmaceuticals, Inc., and will continue to trade on the OTCQX under Ayala?s current ticker symbol (?ADXS?).

The merger agreement has been unanimously approved by the Board of Directors of each company, by all directors entitled to vote. The transaction remains subject to regulatory and other conditions including approval of Biosight stockholders and is expected to close prior to the end of the third quarter of 2023.

Morgan, Lewis & Bockius LLP and Meitar are serving as legal counsel to Ayala. Goodwin Procter LLP and Horn & Co. Law Offices are serving as legal counsel to Biosight.

BioSight Ltd. completed the acquisition of Ayala Pharmaceuticals, Inc. (OTCPK:ADXS) in a reverse merger transaction on October 18, 2023.