Sec Form 4 Filing - Mamluk Roni @ Old Ayala, Inc - 2023-01-19

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mamluk Roni 2. Issuer Name and Ticker or Trading Symbol Old Ayala, Inc [ AYLA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) OPPENHEIMER 4 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2023 (Street) REHOVOT, L37670104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Common Stock 01/19/2023 D 265,345 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 15 01/19/2023 D 47,299( 1 )( 2 )( 3 ) ( 3 ) 05/06/2030 Common Stock 47,299 ( 3 ) 0 D Stock Option (right to buy) $ 11.26 01/19/2023 D 76,680( 1 )( 2 )( 3 ) ( 3 ) 01/03/2031 Common Stock 76,680 ( 3 ) 0 D Stock Option (right to buy) $ 9.105 01/19/2023 D 127,800( 1 )( 2 )( 3 ) ( 3 ) 01/02/2032 Common Stock 127,800 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mamluk Roni OPPENHEIMER 4 REHOVOT, L37670104 X President & CEO Signatures /s/ Roni Mamluk, Ph.D. 01/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of that certain Agreement and Plan of Merger, dated October 18, 2022, by and among Ayala Pharmaceuticals, Inc. ("Ayala"), Advaxis, Inc. ("Advaxis"), and DOE Merger Sub, Inc., a wholly owned subsidiary of Advaxis (the "Merger Agreement"). The acquisition is more fully described in Ayala's definitive proxy statement filed with the Securities and Exchange Commission on December 12, 2022. (Continued below.) ( 2 )(Continued from above.) In accordance with the terms of the Merger Agreement, each share of Ayala's common stock (the "Ayala Common Stock"), including restricted stock, was cancelled and converted into the right to receive 0.1874 shares (the "Exchange Ratio") of Advaxis common stock (the "Advaxis Common Stock"). All Ayala restricted stock awards that were outstanding immediately prior to the effective time of the merger were substituted and converted automatically into the right to receive a number of shares of restricted Advaxis Common Stock equal to the Exchange Ratio. In accordance with a letter agreement between the reporting person and Ayala, each share of restricted stock held by the reporting person vested in full. ( 3 )Each outstanding option to purchase Ayala Common Stock (each, an "Ayala Option") was substituted and converted automatically into an option (each, an "Advaxis Replacement Option") to purchase the number of shares of Advaxis Common Stock equal to the product obtained by multiplying (a) the number of shares of Ayala Common Stock subject such Ayala Option immediately prior to the effective time of the merger, by (b) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, with each such Advaxis Replacement Option to have an exercise price per share of Advaxis Common Stock equal to (x) the per share exercise price for the shares of Ayala Common Stock subject to the corresponding Ayala Option immediately prior to the effective time of the merger, divided by (y) the Exchange Ratio, rounded up to the nearest whole cent,. In accordance with a letter agreement between the reporting person and Ayala, each option held by the reporting person vested in full.

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).

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