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EX-23.1 - EX-23.1 - Ayala Pharmaceuticals, Inc.d893348dex231.htm

As filed with the Securities and Exchange Commission on May 7, 2020

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Ayala Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2836   82-3578375

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

Oppenheimer 4

Rehovot 7670104, Israel

+972-8-373-1541

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

PHS Corporate Services, Inc.

1313 N. Market Street

Suite 500

Wilmington, DE 19801

(857) 444-0553

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Peter N. Handrinos

Keith L. Halverstam

Latham & Watkins LLP

200 Clarendon Street

Boston, MA 02116

(617) 948-6000

 

Haim Gueta

Shachar Hadar

Meitar Liquornik Geva Leshem Tal

16 Abba Hillel Rd.

Ramat Gan, Israel

 

Deanna L. Kirkpatrick

Yasin Keshvargar

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-236942

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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.

 

Large accelerated filer          Accelerated filer  
Non-accelerated filer      Smaller reporting company  
(Do not check if a smaller reporting company)      Emerging growth company  

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of
Securities to be Registered
 

Proposed

Maximum
Aggregate
Offering Price (1)

  Amount of
Registration Fee(1)

Common Stock, $0.01 par value per share

  $1,916,661.00   $248.79

 

 

(1)

The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $61,333,344.00 on a Registration Statement on Form S-1, as amended (File No. 333-236942), which was declared effective by the Securities and Exchange Commission on May 7, 2020. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $1,916,661.00 is hereby registered, which includes the additional shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement relates to the public offering of common stock, par value $0.01 per share (the “Common Stock”), of Ayala Pharmaceuticals, Inc. (the “Registrant”), contemplated by the Registration Statement on Form S-1, as amended (File No. 333-236942), initially filed with the SEC by the Registrant on March 6, 2020 (as amended, the “Prior Registration Statement”) pursuant to the Securities Act, which was declared effective by the SEC on May 7, 2020. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference into this Registration Statement.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of shares to be offered in the public offering by $1,916,661.00, which includes additional shares that the underwriters have the option to purchase. The additional shares of Common Stock that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

The required opinion and consents are listed in Part II, Item 16 of this Registration Statement and filed herewith.


PART II

Information Not Required in Prospectus

 

Item 16.

Exhibits

The following documents are filed as exhibits to this Registration Statement, and all other exhibits previously filed as exhibits to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-236942), are incorporated by reference into, and shall be deemed to be a part of, this filing.

 

Exhibit
Number

  

Description of Exhibit

5.1    Opinion of Latham  & Watkins LLP (incorporated by reference to Exhibit 5.1 filed with the Prior Registration Statement filed on May 4, 2020)
23.1    Consent of Independent Registered Public Accounting Firm.
23.2    Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*    Power of Attorney

 

*

Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended amended (File No. 333-236942) filed with the Securities and Exchange Commission on March 6, 2020 and incorporated by reference herein.


SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rehovot, Israel, on this 7th day of May, 2020.

 

AYALA PHARMACEUTICALS, INC.
By:  

/s/ Roni Mamluk

  Roni Mamluk, Ph.D.
  President and Chief Executive Officer


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

 

Signature

    

Title

    

Date

/s/ Roni Mamluk

Roni Mamluk, Ph.D.

     President, Chief Executive Officer and Director (principal executive officer)                  May 7, 2020

/s/ Yossi Maimon

Yossi Maimon, CPA, M.B.A.

     Chief Financial Officer, Treasurer and Secretary (principal financial and accounting officer)                  May 7, 2020

*

David Sidransky, M.D.

     Chairman of the Board of Directors                  May 7, 2020

*

Robert Spiegel, M.D., FACP

     Director                  May 7, 2020

*

Murray A. Goldberg

     Director                  May 7, 2020

*

Todd Sone

     Director                  May 7, 2020

 

*By:   /s/ Yossi Maimon                                                
  Yossi Maimon
  Attorney-in-fact