Ayala Pharmaceuticals, Inc. appointed Kenneth A. Berlin as new CEO

Item 5.02. 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 


In connection with the closing of the Merger, each of Roni Mamluk, Ph.D., Chief Executive Officer and principal executive officer of Ayala, and Yossi Maimon, Chief Financial Officer, principal financial officer and principal accounting officer of Ayala, will resign from Ayala, effective as of the closing of the Merger. 

Kenneth A. Berlin will be appointed to serve as Chief Executive Officer and principal executive officer of Ayala and Igor Gitelman will be appointed to serve as Chief Financial Officer, principal financial officer and principal accounting officer of Ayala, in each case upon the effectiveness of each of Dr. Mamluk's and Mr. Maimon's resignation from Ayala, respectively. 


On October 18, 2022, Ayala-Oncology Israel Ltd. ("Ayala-Oncology") entered into a letter agreement with each of Dr. Mamluk and Mr. Maimon, and Ayala entered into a letter agreement with Gary Gordon, Chief Medical Officer of Ayala (collectively, the "Letter Agreements"). The Letter Agreements provide that Dr. Mamluk and Mr. Maimon will terminate employment with Ayala-Oncology as of immediately following the closing of the Merger. The Letter Agreement with Dr. Gordon addresses any termination of his employment by Ayala without "cause" or by Dr. Gordon for "justified reason", as each term is defined in Dr. Gordon's employment agreement, within the 12-month period following the Merger and provides that no demotion in position or reduction in duties or authority in connection with the Merger that is agreed to by Dr. Gordon will provide a basis for a Justified Reason resignation. 

Pursuant to the Letter Agreements and consistent with their respective employment agreements with Ayala or Ayala-Oncology, as applicable, following their termination of employment, each of Dr. Mamluk, Mr. Maimon and Dr. Gordon will receive a cash severance payment in the amount of the sum of their respective annual base salary and target annual bonus amount, which shall be paid in equal installment payments in accordance with Ayala's normal payroll practices over a 12-month period, and accelerated vesting of all unvested equity awards they hold. Receipt of the severance benefits is conditioned upon the recipient's execution and non-revocation of a waiver and release in favor of Ayala and its affiliates. 

Each of Dr. Mamluk, Mr. Maimon and Dr. Gordon has further agreed, during a 12-month period following the closing of the Merger, not to transfer any shares of Ayala or Advaxis Common Stock received in connection with their accelerated unvested equity awards, other than for the payment of any taxes or exercise price associated with the exercise, vesting or settlement of the accelerated awards. 

The foregoing description of the Letter Agreements does not purport to be complete and is qualified in its entirety by reference to the Letter Agreements, copies of which are attached as Exhibits 10.3, 10.4 and 10.5 to this Form 8-K and incorporated into this Item 5.02 by reference.