0001493152-24-014822 | 10-K | XBRL Viewer | Ayala Pharmaceuticals INC

Balance, shares at Dec. 31, 2021

6 years 4 months 2 days

Risk free interest rate

^[1]

Risk free interest rate

0.98%

Risk free interest rate

3.53%

[1]	no shares have been granted

Property and Equipment, net (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 334	$ 162
Write down to assets	$ 145

Statement of Changes in Stockholders' Equity - USD ($)
$ in Thousands

Common Stock [Member]

Additional Paid-in Capital [Member]

^[1]

Retained Earnings [Member]

Total

Balance at Dec. 31, 2021

$ 3

^[1]

$ 145,296

$ (111,141)

$ 34,158

^[1]

2,615,360

Proceeds from Issuance of common stock, net of issuance cost of $14

^[1],[2]

512

Proceeds from Issuance of common stock, net of issuance cost, shares

^[1]

58,172

Share based compensation

^[1],[2]

2,244

Stock-based compensation, shares

^[1]

21,535

Net Loss

^[1]

(38,013)

Balance at Dec. 31, 2022

$ 3

^[1]

148,052

(149,154)

$ (1,099)

Balance, shares at Dec. 31, 2022

^[1]

2,695,067

Proceeds from Issuance of common stock, net of issuance cost, shares

0.1874

Share based compensation

^[1]

1,223

$ 1,223

Stock-based compensation, shares

^[1]

41,650

Net Loss

^[1]

(48,072)

exercise of warrants

exercise of warrants, shares

^[1]

246,192,000

Issuance of shares upon January 2023 Merger, net of issuance costs of $3,153

^[1]

16,947

$ 16,949

Issuance of shares upon January 2023 Merger, net of issuance costs, shares

^[1]

1,815,951,000

Issuance of shares upon Bio sight Merger

^[1]

5,508

$ 5,514

Issuance of shares upon Bio sight Merger, shares

^[1]

5,913,480,000

Conversion of SAFE

^[1]

1,067

$ 1,068

Conversion of SAFE, shares

^[1]

1,145,053,000

Balance at Dec. 31, 2023

$ 12

^[1]

$ 172,797

$ (197,226)

$ (24,417)

Balance, shares at Dec. 31, 2023

^[1]

11,857,393

[1]	All of the Common Stock and per share data have been retroactively adjusted and Additional paid in Capital to adjust for common stock amount, for the impact of the January 2023 merger between Old Ayala, Inc. (f/k/a Ayala Pharmaceuticals, Inc.) and Ayala Pharmaceutical, Inc.(f/k/a Advaxis, Inc.). See note 1
[2]	Represents an amount lower than $1.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

17. Subsequent Events

On February 5, 2024, the Company and Immunome, Inc. (“Immunome”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) pursuant to which Immunome agreed to acquire certain of the Company’s assets and liabilities related to its AL101 and AL102 programs (the “Asset Sale”), which constitute substantially all of the Company’s assets. See Note 1 for additional information.

On February 7, 2024, the Secured Notes issued in August 2023 and the Senior Convertible Notes issued in November 2023 were converted into 15,456,432 shares of Common Stock. In addition, the holders exercised warrants to purchase 22,500,500 shares of the Common Stock issued in connection with the November Financing, on a cashless basis, for 15,280,123 shares of the Common Stock.

On March 1, 2024, the Company issued an additional $2.0 million of convertible notes pursuant to the rights of the investors under the November 2023 side agreement, and received the proceeds of such loans.

On March 6, 2024, the Company received a letter from a stockholder threatening legal action against the Company and alleging breaches of fiduciary duty in connection with the Company’s January 9, 2023 merger with Advaxis, Inc., the Company’s October 19, 2023 merger with Biosight, Ltd., the Company’s November 17, 2023 issuance of Senior Convertible Promissory Notes and warrants for the purchase of 15,000,000 shares of the Company’s stock, and the Company’s February 5, 2024 Asset Purchase Agreement with Immunone, Inc.

On March 21, 2024 the Company settled the Purported Stockholder Claims related to the January 2023 Merger with Old Ayala (see Note 7) for a cash settlement payment of $200 thousand.

As part of a cost reduction plan, during the year ended December 31, 2023, the Company had a reduction in workforce in which the employment of approximately 50% of the Company’s employees was terminated. During the first quarter of 2024, the Company gave notice of termination to 18 additional employees and two officers (including the Chief Financial Officer, whose employment will terminate on June 25, 2024). After the effectiveness of such terminations, the Chief Executive Officer will be the only employee of the Company. The Company expects to be able to meet its financial obligations to its employees.

Schedule of Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
Schedule of Lease Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease cost	$ 457	$ 442
Variable lease cost	19	10
Total lease cost	$ 476	$ 452

Schedule of Changes in Stock Option Plan (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Shares Outstanding, Beginning Balance	197,897
Weighted Average Exercise Price, Outstanding, Beginning	$ 38.34
Weighted Average Remaining Contractual Life In Years, Outstanding, Ending balance	6 years 2 months 12 days	6 years 1 month 6 days
Aggregate Intrinsic Value, Beginning
Shares, Assumed in advaxis merger	9,815
Weighted Average Exercise Price, Assumed in advaxis merger	$ 1,243.88
Weighted Average Remaining Contractual Life In Years, Merger	6 years 3 months 18 days
Shares, Granted
Weighted Average Exercise Price, Granted
Shares, Forfeited	(6,539)
Weighted Average Exercise Price, Forfeited	$ 38.34
Weighted Average Remaining Contractual Life In Years, Forfeited	7 years 3 months 18 days
Shares, Expired	(98,281)
Weighted Average Exercise Price, Expired	$ 38.91
Weighted Average Remaining Contractual Life In Years, Expired	5 years 11 months 1 day
Shares, Outstanding, Ending Balance	102,892	197,897
Weighted Average Exercise Price, Outstanding, Ending	$ 151.86	$ 38.34
Aggregate Intrinsic Value, Ending
Shares, Vested and Exercisable	90,596
Weighted Average Exercise Price, Vested and Exercisable	$ 131.77
Weighted Average Remaining Contractual Life In Years, Vested and Exercisable	6 years 7 days
Aggregate Intrinsic Value, Vested and Exercisable

Schedule of Finance Expenses Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finance Expenses Net
Remeasurement of long-term warrant liability	$ 5,854
Remeasurement of Side Letter Agreements	7,751
Remeasurement of convertible note	2,141
Others	(28)	(74)
Total	$ 15,718	$ (74)

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

9. Fair Value Measurements

As of December 31, 2022 the Company did not have any assets or liabilities carried at fair value on a recurring basis. The following table provide the liabilities carried at fair value measured on a recurring basis as of December 31, 2023:

Fair Value Measured at December 31, 2023

	Level 1		Level 2		Level 3		Total

Financial liabilities at fair value:
Convertible note	$	-		-	$	8,141	$	8,141
Side Letter Agreements		-		-		8,436		8,436
Long term warrant liability		-		-		6,057		6,057
Total financial liabilities at fair value	$	-	$	-	$	22,634	$	22,634

The changes in the fair value of the Company’s Level 3 financial liabilities, which are measured on a recurring basis are as follows (in thousands):

	For the year ended December 31, 2023
December 31, 2022		-
Long term warrant assumed from January 2023 Merger		203
Proceed from issuance of Convertible Notes	$	2,000
Side Letter Agreement in connection with Biosight Merger		685
SAFE assumed from Biosight Merger		1,068
Conversion of of shares to SAFE		(1,068	)
Proceed from issuance of Senior Convertible Notes		4,000
Remeasurement recorded in financial loss, net		15,746
December 31, 2023		22,634

Common Stock Purchase Warrants And Warrant Liability

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Mergers (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Oct. 18, 2023	Dec. 31, 2022	Oct. 18, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value	$ 0.001		$ 0.001
Stock issued during period, shares, new issues	0.1874
Intangible assets	$ 130
Goodwill	4,500
Transaction cost	1,000
Merger Agreement [Member] \| Merger Sub Inc and Ayala Pharmaceuticals Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of outstanding shares				37.50%
Merger Agreement [Member] \| Ayala Pharmaceuticals Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of outstanding shares		55.00%		62.50%
Merger Agreement [Member] \| Merger with Biosight Ltd. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of outstanding shares		45.00%
Patents And License Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Intangible assets	$ 3,800

Common Stock Purchase Warrants and Warrant Liability (Tables)

12 Months Ended

Dec. 31, 2023

Schedule Of Warrants Outstanding

		Number of
		Shares
		Underlying
Exercise Price		Warrants			Expiration Date	Type of Financing
$	2.79		879		September 2024	September 2018 Public Offering
$	224.00		4,092		July 2024	July 2019 Public Offering
$	28.00		57,230		November 2025	November 2020 Public Offering
$	56.00		140,552		April 2026	April 2021 Registered Direct Offering (Accompanying Warrants)
$	56.00		175,065		5 years after the date such warrants become exercisable, if ever	April 2021 Private Placement (Private Placement Warrants)
$	96.58		87,453	*	February 2024	February 2021 Private Placement (issued by Old Ayala)
$	0.34		22,500,500	**	November 2028	November 17, 2023 Financing
	Grand Total		22,965,771

	Shares			Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding and Exercisable Warrants at December. 31 2022		337,320		$	25.08		1.14	$	144,083
Merged Warrants		377,818		$	53.45
Issued as part of November 17 financing		22,500,500		$	0.34
Exercised		(249,867	)	$	0.05
Outstanding Warrants at December 31, 2023		22,965,771		$	1.58		4.84	$	7,537,668
Exercisable Warrants at December 31, 2023		22,790,706		$	1.15		4.84	$	7,537,668

*		Exercise price and warrant numbers have been retroactively adjusted for the impact of the January 2023 Merger, see note 1.
**		See details under Warrant Liability Senior Convertible Notes for information on the exercise price

Schedule Of Assumptions Used In Warrant Liability

The Company used the following significant inputs in measuring the Secured Notes and Senior Convertible Notes :

	December 31, 2023			November 17, 2023			August 7, 2023
Stock price	$	0.67		$	0.77		$	1.15
Interest rate		12.4			7.2	%		7.3	%
Implied discount		47.7	%		75.2	%		(32.4	)%
Risk Free Rate		5.60	%		4.50	%		4.20	%

In measuring the warrant liability for the warrants issued on November 17, 2023 at December 31, 2023, the Company used the following inputs in its Black Scholes model:

	December 31, 2023			November 17, 2023
Assumed Exercise Price	$	0.04		$	0.05
Diluted Stock Price	$	0.26		$	0.31
Expected Term		4.9 years			5.0 years
Volatility %		95.7	%		96.3	%
Risk Free Rate		3.85	%		4.45	%

In measuring the warrant liability for the warrants issued in the April 2021 Private Placement and September 2018 Public Offering at December 31, 2023, the Company used the following inputs in its Black Scholes model:

	December 31, 2023			January 19, 2023
Exercise Price	$	55.73		$	55.73
Stock Price	$	0.67		$	2.95
Expected Term		4.98 years			4.98 years
Volatility %		127	%		117	%
Risk Free Rate		3.85	%		3.60	%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

Fair Value Measured at December 31, 2023

	Level 1		Level 2		Level 3		Total

Financial liabilities at fair value:
Convertible note	$	-		-	$	8,141	$	8,141
Side Letter Agreements		-		-		8,436		8,436
Long term warrant liability		-		-		6,057		6,057
Total financial liabilities at fair value	$	-	$	-	$	22,634	$	22,634

Schedule of Fair Value Liabilities Measured on Recurring Basis

The changes in the fair value of the Company’s Level 3 financial liabilities, which are measured on a recurring basis are as follows (in thousands):

	For the year ended December 31, 2023
December 31, 2022		-
Long term warrant assumed from January 2023 Merger		203
Proceed from issuance of Convertible Notes	$	2,000
Side Letter Agreement in connection with Biosight Merger		685
SAFE assumed from Biosight Merger		1,068
Conversion of of shares to SAFE		(1,068	)
Proceed from issuance of Senior Convertible Notes		4,000
Remeasurement recorded in financial loss, net		15,746
December 31, 2023		22,634

Common Stock (Details Narrative) - shares	12 Months Ended
Common Stock (Details Narrative) - shares	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of shares restricted	39,452	80,839

Schedule of Fair Value Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
December 31, 2022
Long term warrant assumed from January 2023 Merger	203
Proceed from issuance of Convertible Notes	2,000
Side Letter Agreement in connection with Biosight Merger	685
SAFE assumed from Biosight Merger	1,068
Conversion of of shares to SAFE	(1,068)
Proceed from issuance of Senior Convertible Notes	4,000
Remeasurement recorded in financial loss, net	15,746
December 31, 2023	$ 22,634

Commitments and Contingent Liabilities (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2017	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2010	Mar. 06, 2024
Loss Contingencies [Line Items]
Revenue		$ 13,000	$ 692,000
Milestone payments		600,000
Settlement agreement		200,000
Subsequent Event [Member]
Loss Contingencies [Line Items]
Warrants to purchase up					15,000,000
Cancer Field [Member]
Loss Contingencies [Line Items]
certain milestone payments		2,500,000
Strategic Fields [Member]
Loss Contingencies [Line Items]
certain milestone payments		$ 1,000,000.0
BMS License Agreement [Member]
Loss Contingencies [Line Items]
Paid development or regulatory milestone events	$ 95,000,000
Aggregate additional milestone amount	47,000,000
Payment to sales based milestone events	$ 50,000,000
License Agreement [Member]
Loss Contingencies [Line Items]
Royalty rate percentage		2.50%
Revenue		$ 250,000,000
Increase in royalty rate percentage		2.75%
Sales milestone		$ 40,000,000
Advance royalties		775,000
Maintenance fee				$ 100,000
License Agreement [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Revenue		250,000,000
License Agreement [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Revenue		$ 2,000,000,000

Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	$ 1,352	$ 1,620
Less: Accumulated Depreciation	812	660
Property and Equipment, Net	540	960
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	60	73
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	95	296
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	92	146
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	$ 1,105	$ 1,105

Leases (Details Narrative) - USD ($) $ in Thousands				9 Months Ended	12 Months Ended
Leases (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 25, 2023	Mar. 25, 2021	Sep. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2022	Jan. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease term								63 months
Renewal term								60 months
Lease hold improvements								$ 500
Payments of rent	$ 36		$ 29
Lessee finance lease renewal term date		Mar. 31, 2025		Mar. 31, 2023
Operating lease right of use asset	65				$ 102	$ 1,462	$ 1,750
Operating lease liability	$ 65				175	$ 1,751	$ 2,287
Gain on termination of lease					$ 238
Weighted average remaining lease term					8 months 12 days
Weighted average discount rate percent					14.16%
Office Lease Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:BankGuaranteeAmount-0]								$ 200

Significant Accounting Policies (Details Narrative) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Percentage of employee contributions

Severance costs

$ 0.2

$ 0.3

100.00%

Percentage of employee's base salary

6.00%

Short term leases

12 months

Expected dividend yield

^[1]

0.00%

Minimum [Member]

Remainning term percent

10.00%

Maximum [Member]

Leasehold Improvements [Member]

Remainning term percent

50.00%

Property, Plant and Equipment, Salvage Value, Percentage

10.00%

[1]	no shares have been granted

Mergers (Tables)

12 Months Ended

Dec. 31, 2023

Ayala Pharmaceuticals Inc [Member]

Business Acquisition [Line Items]

Schedule of fair value of Intangible Assets Acquired

The following sets forth the fair value of acquired identifiable assets and assumed liabilities of former Advaxis which includes adjustments to reflect the fair value of intangible assets acquired (in thousands) as of January 19, 2023:

	Amounts
Cash and cash equivalents	$	22,539
Prepaid expenses and other current assets		300
Property and equipment, net		34
Intangible assets		130
Operating right-of-use asset		5
Other assets		11
Goodwill
Total assets		23,019

SAFE liability
Common stock warrant liability		(203	)
Other current liabilities and trade payables		(2,714	)
Total liabilities		(2,917	)
Net assets acquired	$	20,102

Biosight Ltd. [Member]

Business Acquisition [Line Items]

Schedule of fair value of Intangible Assets Acquired

The following sets forth the fair value of acquired identifiable assets and assumed liabilities of Biosight which includes to reflect the fair value of intangible assets acquired (in thousands) as of October 18, 2023:

	Amounts
Cash and cash equivalents	$	1,909
Fixed Assets, net		64
Prepaid expenses and other current assets		89
Intangible assets		3,800
Goodwill		4,500
Total assets		10,363
Side Letter Agreement Liability		(685	)
SAFE liability		(1,068	)
Other current liabilities and trade payables		(3,096	)
Total liabilities		(4,849	)
Net assets acquired	$	5,514

Schedule of Pro Forma Financial Information

The following unaudited table provides certain pro forma financial information for the Company as if the January 2023 Merger and the Biosight Merger occurred on January 1, 2022 (in thousands except per share amounts):

	Year			Year
	ended			ended
	December 31,			December 31,
	2023			2022*
	Unaudited			Unaudited
Revenue	$	13		$	942
Net loss	$	(57,344	)	$	(63,011	)

The pro forma amounts above are derived from historical numbers of the Company, Old Ayala and Biosight. The results of operations for the year ended December 31, 2022 include the operations of the Company for the period from November 1, 2022 to October 31, 2023 which was the fiscal year 2022 prior to the change in the Company’s fiscal year end from October 31 to December 31, which change was effected in January 2023. There are no such adjustments for Biosight as the fiscal year ended on December 31, 2023.

Finance expenses net (Tables)

12 Months Ended

Dec. 31, 2023

Finance Expenses Net

Schedule of Finance Expenses Net

Schedule of Finance Expenses Net

	2023			2022
	December 31,
	2023			2022

Remeasurement of long-term warrant liability	$	5,854		$	-
Remeasurement of Side Letter Agreements		7,751			-
Remeasurement of convertible note		2,141			-
Others		(28	)		(74	)
Total	$	15,718		$	(74	)

Schedule of Intangible Assets (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Impairment Effects on Earnings Per Share [Line Items]
In Process Technology	$ 3,800
Intangible assets, net	3,898
Indefinite-Lived Intangible Assets [Member]
Impairment Effects on Earnings Per Share [Line Items]
In Process Technology	3,800
Less - accumulated amortization
Intangible assets, net	3,800
Finite-Lived Intangible Assets [Member]
Impairment Effects on Earnings Per Share [Line Items]
In Process Technology	130
Less - accumulated amortization	32
Intangible assets, net	$ 98

Mergers

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Mergers

3. Mergers

Merger with Ayala Pharmaceuticals, Inc.

On October 18, 2022, the Company, which at the time was named Advaxis, Inc., entered into a Merger Agreement (the “Merger Agreement”), with an entity then known as Ayala Pharmaceuticals, Inc. (which shortly prior to the closing of the merger in January 2023 changed its name to Old Ayala, Inc., (“Old Ayala”) and Doe Merger Sub, Inc. (“Merger Sub”), a direct, wholly-owned subsidiary of the Company. Under the terms of the Merger Agreement, Merger Sub merged with and into Old Ayala, with Old Ayala continuing as the surviving company and a wholly-owned subsidiary of the Company (the “January 2023 Merger”). Immediately after the January 2023 Merger, former Advaxis stockholders as of immediately prior to the Merger own approximately 37.5% of the outstanding shares of the combined Company and former Old Ayala shareholders own approximately 62.5% of the outstanding shares of the combined Company.

At the effective time of the January 2023 Merger (the “Effective Time”), each share of share capital of Old Ayala issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of shares of the Company’s common stock, par value $0.001 per share, equal to the exchange ratio, 0.1874 shares of the Company’s common stock per Old Ayala share.

The January 2023 Merger has been accounted for as a reverse merger with Old Ayala as the accounting acquirer and former Advaxis as the accounting acquiree. In identifying Old Ayala as the accounting acquirer, the companies considered ASC 805-10-55 including the structure of the January 2023 Merger, relative outstanding share ownership at closing and the composition of the combined Company’s board of directors and senior management. The financial reporting reflects the accounting from the perspective of Old Ayala (“accounting acquirer”), except for the legal capital, which has been retroactively adjusted to reflect the capital of former Advaxis (“accounting acquiree”) in accordance with ASC 805-40-45. As such, the historical financial information presented is that of Old Ayala as the accounting acquirer in the January 2023 Merger.

Because most of the value of the assets of former Advaxis was in cash and cash equivalents, the January 2023 Merger is treated primarily as a financing transaction for accounting purposes with a small component as a business acquisition. Therefore, no gain or loss is recorded as a result of the January 2023 Merger. Old Ayala’s transaction costs were capitalized and offset against the shareholder’s equity upon the January 2023 Merger, and former Advaxis’ transaction costs were expensed as merger costs. The consolidated financial statements from the closing date of the January 2023 Merger include the assets, liabilities, and results of operations of the combined company.

Fair Value Allocation

	Amounts
Cash and cash equivalents	$	22,539
Prepaid expenses and other current assets		300
Property and equipment, net		34
Intangible assets		130
Operating right-of-use asset		5
Other assets		11
Goodwill
Total assets		23,019

SAFE liability
Common stock warrant liability		(203	)
Other current liabilities and trade payables		(2,714	)
Total liabilities		(2,917	)
Net assets acquired	$	20,102

The fair value estimate for all identifiable assets and liabilities assumed is preliminary and is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). This fair value estimate could include assets that are not intended to be used, may be sold, or are intended to be used in a manner other than their best use.

The Company recognized intangible assets related to the January 2023 Merger, which consist of the Patents and License agreements valued at $130 thousand with an estimated useful life of four years. Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. In case the Company reduces the estimated useful life for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.

The results of operations of Advaxis have been included in the consolidated financial statements since the acquisition date of January 19, 2023.There is no practical way to determine net income attributable to the former Advaxis due to integration.

Merger with Biosight Ltd.

On July 26, 2023, the Company and its wholly owned subsidiary organized under the laws of the State of Israel, Advaxis Israel Ltd. (“Biosight Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Biosight Ltd. (“Biosight”), a privately-held Israeli pharmaceutical company developing innovative therapeutics for hematological malignancies and disorders. Under the terms of the Merger Agreement, on October 18, 2023, Merger Sub merged with and into Biosight, which is now a wholly owned subsidiary of the Company (the “Biosight Merger”). At completion of the Biosight Merger, Ayala’s then-current equity holders own approximately 45% and the former Biosight equity holders own approximately 55% of Ayala’s common stock.

Based on the agreement, the Company was the legal acquirer in the Biosight Merger. In addition, the Company considered ASC 805-10-55 to determine the accounting acquirer in the Biosight Merger. As the Company holds a majority of the members of the governing body of the combined Company and the Company’s former management dominates the majority of the senior management of the combined Company, and after considering all other factors according to ASC 805-10-55, the Company was identified as the accounting acquirer in the Biosight Merger. The Company has accounted for the Biosight Merger as a business combination according to ASC 805 “Business Combinations”.

Fair Value Allocation

	Amounts
Cash and cash equivalents	$	1,909
Fixed Assets, net		64
Prepaid expenses and other current assets		89
Intangible assets		3,800
Goodwill		4,500
Total assets		10,363
Side Letter Agreement Liability		(685	)
SAFE liability		(1,068	)
Other current liabilities and trade payables		(3,096	)
Total liabilities		(4,849	)
Net assets acquired	$	5,514

The fair value estimate for all identifiable assets and liabilities assumed and is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). This preliminary fair value estimate could include assets that are not intended to be used, may be sold, or are intended to be used in a manner other than their best use. Such estimates are subject to change during the measurement period, which is not expected to exceed one year. Any adjustments identified during the measurement period will be recognized in the period in which the adjustments are determined.

The Company recognized intangible assets related to the Biosight Merger, consisting of certain patents and license agreements (“In Process Technology”) valued at $3.8 million. Such assets were fair valued using the discounted cash flow method. Acquired indefinite-lived intangible assets will remain indefinite-lived assets until the completion or abandonment of these assets. The Company also recognized goodwill assets related to the Biosight Merger, valued at $4.5 million with an estimated indefinite useful life. The Company did not recognize any changes as of December 31, 2023, in the value of the Biosight that suggested impairment to both intangible asset and goodwill. The goodwill is not deductible for tax purposes

Acquisition-related transaction costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. The Company incurred transaction costs of $1.0 million during the year ended December 31, 2023 which were included in general and administrative expenses in the consolidated statements of operations (loss).

The results of operations of Biosight have been included in the consolidated financial statements since the acquisition date of October 18, 2023. There is no practical way to determine net income attributable to Biosight due to integration.

	Year			Year
	ended			ended
	December 31,			December 31,
	2023			2022*
	Unaudited			Unaudited
Revenue	$	13		$	942
Net loss	$	(57,344	)	$	(63,011	)

The unaudited pro forma results have been prepared based on estimates and assumptions, which we believe are reasonable; however, they are not necessarily indicative of the consolidated results of operations had the acquisition occurred on January 1, 2022, or of future results of operations.

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

13. Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of the loss per share for the period presented (in thousands, except for share data):

The table below sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share

Schedule of Diluted Net Loss Per Share

	2023			2022
	For the year Ended
	December 31,
	2023			2022
Net loss attributable to common stockholders, basic and diluted		(48,072	)		(38,013	)

Weighted average common shares outstanding, basic and diluted*		6,019,063			2,895,130

Warrants		22,965,771			87,453
Stock options		102,892			197,897
Anti dilutive shares outstanding which were not included in the diluted calculation		23,068,663			285,350

Net loss per share attributable to common stockholders, basic and diluted	$	(7.99	)	$	(13.13	)

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

5. Leases

The Company adopted ASC 842, relating to lease accounting, in the first quarter of 2022 using the modified retrospective method. Results for reporting periods beginning after December 31, 2021, have been presented in accordance with the standard. The cumulative effect of initially applying the new leases standard was recognized as an adjustment to the opening consolidated balance sheet as of January 1, 2022.

The Company elected a package of practical expedients for leases that commenced prior to January 1, 2022, and did not reassess historical conclusions on: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases; and (iii) initial direct costs capitalization for any existing leases.

This standard had a significant impact on the Company’s consolidated balance sheet but did not have a significant impact on the Company’s consolidated statements of operations. The most significant effects relate to the recognition on the consolidated balance sheet of ROU assets and lease liabilities for offices and for car operating leases.

Upon adoption, the Company recognized lease liabilities and corresponding ROU assets, adjusted for the accrued rent and remaining lease incentives received on the adoption date, as follows:

	ROU assets		Lease liabilities
	January 1, 2022
	ROU assets		Lease liabilities
Offices	$	1,448	$	2,020
Cars		302		267
Total operating leases	$	1,750	$	2,287

In January 2019, the Company signed a new lease agreement. The term of the lease is for 63 months and includes an option to extend the lease for an additional 60 months. As part of the agreement, the lessor also provided the Company an amount of approximately $0.5 million paid in arrears for of leasehold improvements. The amount was recorded as an incentive and is taken into account when computing the ROU asset.

A subsidiary of the Company obtained a bank guarantee in the amount of approximately $0.2 million for the office lease agreement.

On March 25, 2021, the Company entered into a one-year lease agreement for its corporate office/lab with base rent of approximately $29 thousand per year, plus other expenses. In September 2021, the Company exercised its option to renew the lease, extending the lease term until March 31, 2023. On March 25, 2023 the Company signed an extension up to March 31, 2025, with base rent of approximately $36 thousand per year. The Company recorded an ROU asset and liability of approximately $65 thousand.

The Company did not extend the lease for an additional five years, and as such the Company recognized a gain of $238 thousand in the consolidated income statement due to early termination of the lease liabilities.

The Company has the following operating ROU assets and lease liabilities:

	December 31, 2023
	ROU assets		Lease liabilities
Offices	$	42	$	134
Cars		60		41
Total operating leases	$	102	$	175

	December 31, 2022
	ROU assets		Lease liabilities
Offices	$	1,273	$	1,612
Cars		189		139
Total operating leases	$	1,462	$	1,751

	December 31, 2023		December 31, 2022
	Lease liabilities		Lease liabilities
Current lease liabilities	$	166	$	419
Non-current lease liabilities		9		1,332
Total lease liabilities	$	175	$	1,751

The following table summarizes the lease costs recognized in the consolidated statement of operations:

Schedule of Lease Costs

	December 31, 2023		December 31, 2022
Operating lease cost	$	457	$	442
Variable lease cost		19		10
Total lease cost	$	476	$	452

As of December 31, 2023, the weighted-average remaining lease term and weighted-average discount rate for operating leases are 0.7 years and 14.16%, respectively.

The following table summarizes the future payments of the Company for its operating lease liabilities:

	December 31, 2023
2024		171
2025		9
Total undiscounted lease payments	$	180
Less: Interest		(5	)
Total lease liabilities - operating	$	175

Schedule of Related Party Transactions (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Convertible Loan

^[1]

$ 8,141

Long-term warrant liability

^[1]

6,057

General and Administrative

12,185

9,742

Related Party [Member]

Financial expenses (income), net

^[2]

8,351

General and Administrative

^[3]

128

Related Party [Member]

Convertible Loan

^[2]

8,007

Long-term warrant liability

^[2]

5,915

Side Letter Agreement liabilities

8,175

Accrued expenses

^[3]

$ 118

$ 69

[1]	Received from related party see note 14.
[2]	In August and November 2023, the Company entered into Convertible Note agreement. See note 8.
[3]	For director fees to members of Israel Biotech Fund I, L.P., Israel Biotech Fund II, L.P., Arkin Bio Ventures L.P.

Taxes on Income (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
Income tax description	(i) a permanent reduction to the statutory federal corporate income tax rate from 35% (top rate) to 21% (flat rate) effective for tax years beginning after December 31, 2017 (ii) a new tax deduction in the amount of 37.5% of “foreign derived intangible income” that effectively reduces the federal corporate tax on certain qualified foreign derived sales/licenses/leases and service income in excess of a base amount to 13.125% (as compared to the regular corporate income tax rate of 21%); (iii) stricter limitation on the tax deductibility of business interest expense; (iv) a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base) (v) a one-time deemed repatriation tax on accumulated offshore earnings held in cash and illiquid assets, with the latter taxed at a lower rate and (vi) an expansion of the U.S. controlled foreign corporation (“CFC”) anti deferral starting with the CFC’s first tax year beginning in 2018 intended to tax in the U.S. “global intangible low-taxed income” (“GILTI”)
Valuation allowance	$ 135,570	$ 38,652
Net operating loss carry-forward	214,900
Income tax penalties expense	$ 1,800	$ 1,300
Tax credit percent		4.14%
Israel Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Tax credit percent	23.00%	23.00%
Research and Development Expense [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry-forward	$ 11,400		$ 190,500

Schedule of Amortization Expenses (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 33
2025	33
2026	32
2027
Thereafter	3,800
Total	$ 3,898

Taxes on Income (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income Before Income Tax

The Company recorded loss from continuing operations, before taxes on income for the period indicated as follows (in thousands):

Schedule of Income Before Income Tax

	Year ended			Year ended
	December 31,			December 31,
	2023			2022
United States	$	(49,912	)	$	(36,674	)
Israel		(2,072	)		(755	)
Net loss before tax	$	(51,984	)	$	(37,429	)

Schedule of Income Tax Expense

Income tax expense is summarized as follows (in thousands):

Schedule of Income Tax Expense

	Year ended			Year ended
	December 31,			December 31,
	2023			2022
Current:
Domestic	$	(4,335	)	$	57
Foreign		423			527
Current Income tax expense	$	(3,912	)	$	584
Income tax expense	$	(3,912	)	$	584

Schedule of Tax Federal Statutory Rate

The effective income tax rate differed from the amount computed by applying the federal statutory rate to our loss before income taxes as follows:

Schedule of Tax Federal Statutory Rate

	Year ended			Year ended
	December, 31			December, 31
	2023			2022
U.S. federal tax provision at statutory rate		21.00	%		21.00	%
State and local tax, net of federal benefit		37.96			0.72
Foreign rate differences		0.03			(0.06	)
Non-deductible stock compensation		(0.49	)		(1.26	)
Section 951A GILTI		0.00			0.00
Effect of other permanent differences		(0.05	)		(0.01	)
Uncertain tax positions		(0.81	)		(1.15	)
Change in valuation allowance		(48.44	)		(25.51	)
Federal Tax Reform Rate Change		0.00			0.00
Tax Credits		-			4.14
Provision to Return		(1.68	)		1.67
Other adjustments		(0.01	)		(1.10	)

Effective tax rate		7.51	%		(1.56	)%

Schedule of Deferred Tax Assets

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows (in thousands):

Schedule of Deferred Tax Assets

	2023			2022
	($ in thousands)
	As of December 31,
	2023			2022

Deferred tax assets:
Federal net operating loss carry forwards	$	69,040		$	27,592
Tax credit carry forwards		16,668			4,862
Intangible and other related assets		3,095			2,990
Research and Development Costs		36,632			3,074
Accrued expenses		169			72
Warrant and other fair value Liabilities		5,142			-
Stock Based Compensation		4,782			-
Lease Liability		460			410
Total deferred tax assets before valuation allowance		135,988			39,000
Valuation allowance		(135,570	)		(38,652	)
Total deferred tax assets		418			348
Deferred tax liabilities:
Right of Use Asset		418			348
Total deferred tax liabilities		418			348
Net deferred tax assets	$	-		$	-

Schedule of Reconciliation of Company’s Unrecognized Tax Benefits

	2023		2022
		(in thousands)		(in thousands)
Uncertain tax position at the beginning of year	$	1,335	$	858
Additions for uncertain tax position of prior years (foreign exchange and interest)		13		36
Additions for tax positions of current year		423		441
Uncertain tax position at the end of the year	$	1,771	$	1,335

General

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

1. General

In these financial statements, unless otherwise stated or the context otherwise indicates, references to “New Ayala” and the “Company,” refers to Ayala Pharmaceuticals, Inc., a Delaware corporation, which prior to the change of its name effected on January 19, 2023, was known as Advaxis, Inc. The name change was affected in connection with the January 2023 Merger, as described below. References to “former Advaxis” refer to the Company solely in the period prior to the January 2023 Merger.

Prior to the January 2023 Merger, the Company was a clinical-stage biotechnology company focused on the development and commercialization of proprietary Listeria monocytogenes (“Lm”)-based antigen delivery products. These efforts utilized the Company Lm platform directed against tumor-specific targets in order to engage the patient’s immune system to destroy tumor cells. Through a license from the University of Pennsylvania, the Company has exclusive access to this proprietary formulation of attenuated Lm called Lm Technology^TM.

Following the January 2023 Merger, the Company became primarily a clinical-stage oncology company focused on developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. The Company differentiated development approach is predicated on identifying and addressing tumorigenic drivers of cancer, through a combination of the Company’s bioinformatics platform and next-generation sequencing to deliver targeted therapies to underserved patient populations. The Company’s portfolio of product candidates following the January 2023 Merger, AL101 and AL102, targets the aberrant activation of the Notch pathway using gamma secretase inhibitors. All of the Company’s assets relating to AL 101 and AL 102 were sold on March 25, 2024 in the Asset Sale (as defined below). Following the January 2023 Merger, the Company also continued to conduct certain operations relating to former Advaxis’ operations as a clinical-stage biotechnology company focused on the development and commercialization of proprietary Listeria monocytogenes (“Lm”)-based antigen delivery products. These efforts are primarily focused on the development of ADXS-504, a Lm-based therapy for early-stage prostate cancer. See note 3.

Based on the agreement, Ayala Pharmaceuticals, Inc. was the legal acquirer in the Biosight Merger. In addition, the Company considered ASC 805-10-55 to determine the accounting acquirer in the Biosight Merger. As the Company holds a majority of the members of the governing body of the combined Company and the Company’s former management dominates the majority of the senior management of the combined Company, and after considering all other factors according to ASC 805-10-55, the Company was identified as the accounting acquirer in the Biosight Merger. The Company has accounted for the Biosight Merger as a business combination according to ASC 805 “Business Combinations”.

On March 25, 2024, the Company and Immunome consummated the Asset Sale pursuant to the Asset Purchase Agreement. Immunome paid to the Company an aggregate purchase price of $20.0 in cash (of which $4.0 had been paid upon entering into the Asset Purchase Agreement), subject to certain adjustments, and issued to the Company 2,175,489 shares (the “Shares”) of Immunome’s common stock, $0.0001 par value. The Asset Purchase Agreement further provides that Immunome may pay the Company up to $37.5 million in cash due upon the Immunome’s achievement of certain development and commercial milestone events set forth in the Asset Purchase Agreement. At the March 25, 2023 closing of the Asset Sale, Immunome paid the remaining $16.0 million of cash consideration to the Company and, at the Company’s direction, to certain vendors of the Company.

The Asset Purchase Agreement contains customary representations, warranties, conditions and covenants, including covenants (i) concerning the conduct of business by the Company prior to the closing of the Asset Sale, (ii) prohibiting the Company and its representatives from soliciting, initiating or knowingly inducing, encouraging or facilitating any competing acquisition proposal, (iii) prohibiting the Company and its controlled affiliates from competing with Immunome for five years following the closing of the Asset Sale in certain fields, and (iv) restricting the Company’s ability to make distributions to stockholders, dissolve or wind up its business or file for bankruptcy for six months following the closing of the Asset Sale.

In the Asset Sale, the Company disposed of the assets relating to AL102, an oral gamma secretase inhibitor in Phase 3 clinical development, and AL 101, and as such, the Company’s clinical assets currently include aspacytarabine (BST-236), a novel proprietary anti-metabolite for first line treatment in unfit acute myeloid leukemia (AML).

During the year ended December 31, 2023, the Company had a reduction in workforce in which the employment of approximately 50% of the Company’s employees was terminated. This reduction in workforce has not yet required the Company to cease any major development efforts. Following the reduction in workforce, the Company had 21 employees. See note 17 for information regarding the additional reduction of 18 employees and one officer during the first quarter of 2024, with the employment of a second officer to terminate on June 25, 2024.

Going Concern

The Company has incurred recurring losses since inception as a research and development organization. For the year ended December 31, 2023, the Company used approximately $29.5 million of cash in operations and incurred a net loss of $48.1 million. As of December 31, 2023, the Company had $4.9 million in cash and cash equivalents, $25.0 million in current liabilities and an accumulated deficit of $197.2 million.

Upon closing of the Asset Sale, on March 25, 2024, the Company received $13.0 million in cash, and Immunome paid $3.0 million of the Company’s liabilities directly to vendors of the Company. In addition, under the Asset Sale Agreement the Company received 2,175,489 shares of Immunome’s common stock (the “Immunome Shares”). The Asset Sale Agreement prohibits the Company from selling more than 50% of the Immunome Shares in the first six months following the closing of the Asset Sale. In addition, on March 1, 2024, the Company issued additional convertible notes and warrants in exchange for $2.0 million in funding from the Convertible Notes investors. As of the date of this filing, the cash proceeds received from the Asset Sale and the convertible notes sold on March 1, 2024 were not sufficient to pay the Company’s existing liabilities. Therefore, the Company has limited available cash resources and requires additional financing, through the sale of a portion of the Immunome Shares or otherwise, in order to continue to fund its current operations beyond May 2024.

Raising additional funds or the satisfactory sale of a portion of the Immunome Shares prior to the end of May 2024 is essential to provide sufficient cash flow to meet future liabilities and other obligations, such as tax payments arising from the Asset Sale. Furthermore, even if the Company is successful in selling a portion of the Immunome Shares or raising additional funds through other means, the Company cannot give any assurance that it will, in the future, be able to achieve a level of profitability from the sale of its products to sustain its operations.

If the Company is unable to obtain funding, or able to receive sufficient funds from the sale of a portion of the Immunome Shares, the Company would be forced to delay, reduce, or eliminate its research and development programs, or the Company may be unable to continue operations. As such, those factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company can give no assurances that it will be successful in raising funds through the sale of a portion of the Immunome Shares or any other alternative. Any inability to so obtain additional financing or funding will likely cause the Company to cease business operations. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Therefore, the consolidated financial statements for the year ended December 31, 2023, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Diluted Net Loss Per Share

The table below sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share

Schedule of Diluted Net Loss Per Share

	2023			2022
	For the year Ended
	December 31,
	2023			2022
Net loss attributable to common stockholders, basic and diluted		(48,072	)		(38,013	)

Weighted average common shares outstanding, basic and diluted*		6,019,063			2,895,130

Warrants		22,965,771			87,453
Stock options		102,892			197,897
Anti dilutive shares outstanding which were not included in the diluted calculation		23,068,663			285,350

Net loss per share attributable to common stockholders, basic and diluted	$	(7.99	)	$	(13.13	)

Schedule of Geographical Region of Long-Lived Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Total intangible assets	$ 3,898
Total rights of use of assets and property and equipment	642	2,422
ISRAEL
Total intangible assets	3,800
Total rights of use of assets and property and equipment	600	2,392
UNITED STATES
Total intangible assets	98
Total rights of use of assets and property and equipment	$ 42	$ 30

Related parties (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Related Party Transactions

The following related party balances are included in the consolidated balance sheets:

	2023		2022
	December 31,
	2023		2022

Convertible Loan (1)	$	8,007	$	-

Long-term warrant liability (1)	$	5,915		-
Side Letter Agreement liabilities	$	8,175	$	-
Accrued expenses (2)	$	118	$	69

The following related party transactions are included in the consolidated statements of income (loss):

	2023		2022
	Year ended December 31,
	2023		2022

Financial expenses (income), net (1)	$	8,351	$	-

General and Administrative (2)	$	128	$	65

	(1)	In August and November 2023, the Company entered into Convertible Note agreement. See note 8.
	(2)	For director fees to members of Israel Biotech Fund I, L.P., Israel Biotech Fund II, L.P., Arkin Bio Ventures L.P.
	(3)	In November 2023, the Company entered into the Side Letter Agreement. See note 8.

Statements of Consolidated Cash Flows (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Statement of Cash Flows [Abstract]
Common stock issuance cost	$ 14

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 13	$ 692
Cost of Revenue	(13)	(602)
Gross Profit		90
Research and Development	24,081	27,851
General and Administrative	12,185	9,742
Operating Loss	(36,266)	(37,503)
Financial income (expenses), net	(15,718)	74
Loss before taxes on income	(51,984)	(37,429)
Taxes on Income	3,912	(584)
Net Loss	$ (48,072)	$ (38,013)
Net Loss per Share attributable to Common Stockholders, Basic	$ (7.99)	$ (13.13)
Net Loss per Share attributable to Common Stockholders, Diluted	$ (7.99)	$ (13.13)
Weighted Average Shares Used to Compute Net Loss per Share, Basic	6,019,063	2,895,130
Weighted Average Shares Used to Compute Net Loss per Share, Diluted	6,019,063	2,895,130

Goodwill and intangible assets, net (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table represents the changes in the carrying amounts of the Company’s total goodwill:

Schedule of Goodwill

	Carrying
	Amount

Balance as of December 31, 2022		-
Addition from acquisitions		4,500
Balance as of December 31, 2023		4,500

Schedule of Intangible Assets

	December 31, 2023		December 31, 2023
		Unamortized		Amortized
Cost:

In Process Technology	$	3,800	$	130

Less - accumulated amortization		-		32

Intangible assets, net	$	3,800	$	98

Schedule of Amortization Expenses

Estimated amortization expense for the years ended:

Schedule of Amortization Expenses


2024	$	33
2025		33
2026		32
2027		-
Thereafter		3,800

Total	$	3,898

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Finance expenses net

12 Months Ended

Dec. 31, 2023

Finance Expenses Net

Finance expenses net

16. Finance expenses net

Schedule of Finance Expenses Net

	2023			2022
	December 31,
	2023			2022

Remeasurement of long-term warrant liability	$	5,854		$	-
Remeasurement of Side Letter Agreements		7,751			-
Remeasurement of convertible note		2,141			-
Others		(28	)		(74	)
Total	$	15,718		$	(74	)

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Thousands	Mar. 21, 2024	Feb. 27, 2024	Feb. 07, 2024	Mar. 06, 2024
Subsequent Event [Line Items]
Financing notes converted into shares			15,456,432
Shares exercised			22,500,500
Cash less exercise option			15,280,123
Additional fund		$ 2,000
Purchase of shares				15,000,000
Repayments of Debt	$ 200

General (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Mar. 25, 2024

Mar. 25, 2023

Dec. 31, 2023

Dec. 31, 2022

Mar. 01, 2024

Feb. 27, 2024

Stock Issued During Period, Shares, New Issues

0.1874

Common Stock, Par or Stated Value Per Share

$ 0.001

Cash in operations

$ 29,485

$ 34,510

Net loss

48,072

38,013

Cash and cash equivalents

4,882

2,408

Current liabilities

25,018

6,201

Accumulated deficit

197,226

$ 149,154

Common Stock [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock Issued During Period, Shares, New Issues

^[1]

58,172

Net loss

^[1]

Asset Purchase Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Payments to Acquire Businesses, Gross

$ 16,000

Payment for contingent consideration liability operating activities

$ 3,000

Subsequent Event [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Cash

$ 13,000

Convertible Debt

$ 2,000

Subsequent Event [Member] | Common Stock [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock Issued During Period, Shares, Purchase of Assets

2,175,489

Subsequent Event [Member] | Asset Purchase Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Payments to Acquire Businesses, Gross

$ 20,000

Deposits

$ 4,000

Common Stock, Par or Stated Value Per Share

$ 0.0001

Subsequent Event [Member] | Asset Purchase Agreement [Member] | Maximum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Payments to Acquire Businesses, Gross

$ 37,500

Subsequent Event [Member] | Asset Purchase Agreement [Member] | Common Stock [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock Issued During Period, Shares, New Issues

2,175,489

[1]

All of the Common Stock and per share data have been retroactively adjusted and Additional paid in Capital to adjust for common stock amount, for the impact of the January 2023 merger between Old Ayala, Inc. (f/k/a Ayala Pharmaceuticals, Inc.) and Ayala Pharmaceutical, Inc.(f/k/a Advaxis, Inc.). See note 1

Property and Equipment, net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, net

4. Property and Equipment, net

Property and Equipment, net consists of the following:

Schedule of Property and Equipment, Net

	December 31,		December 31,
	2023		2022
	(in thousands)
Cost:
Computers and Software	$	60	$	73
Lab Equipment		95		296
Office Furniture and Equipment		92		146
Leasehold Improvements		1,105		1,105
Property and Equipment, Gross		1,352		1,620
Less: Accumulated Depreciation		812		660
Property and Equipment, Net	$	540	$	960

Depreciation expenses for the years ended December 31, 2023, and 2022 was approximately $334 thousand and $162 thousand, respectively.

During the year ended December 31, 2023 the Company recorded a write down to assets due to inactivity of lab equipment and intention to dispose or sell all of them of $145 thousand.

Common Stock Purchase Warrants and Warrant Liability (Details Narrative) - USD ($)

12 Months Ended

Nov. 17, 2023

Aug. 07, 2023

Dec. 31, 2023

Sep. 11, 2023

Dec. 31, 2022

Number of issuance of shares

22,965,771

22,500,500

Warrant exchanges of shares

^[1]

249,867

Aggregate amount

$ 4.0

Gain on fair value of warrant liability

$ 6,000,000.0

Loss on fair value of liability

$ 7,200,000

Par value per share

$ 0.001

Side Agreement And Reinvestment Rights [Member]

Uninvested amount

$ 1,800,000

Share discount percentage

35.00%

September Side Agreement [Member]

Other expenses

$ 2,200,000

April Private Placement [Member]

Gain on fair value of warrant liability

161,000

Senior Convertible Promissory Note [Member]

Share price

$ 0.001

Debt instrument description

(i) 50% of the Common Stock’s price per share as of market close on November 16, 2023 and (ii) 50% of the Common Stock’s price per share as of the close of market on the Trading Day immediately prior to the date of the Notice of Conversion, subject to certain adjustments. In connection with the issuance of the Senior Convertible Notes, the Company issued to the noteholders warrants to purchase an aggregate of 15,000,000 shares of the Common Stock with an exercise price equal to the lower of (A) 50% of the Common Stock’s price per share as of market close on November 16, 2023 and (ii) 50% of the Common Stock’s price per share as of the close of market on the Trading Day immediately prior to the date of the Notice of Exercise of the warrant, subject to adjustment, which exercise may be on a cashless basis

Debt instrument additional amount

$ 4.0

Senior Convertible Promissory Note [Member] | November Side Agreement [Member]

Convertible debt

$ 1,458,000

Senior Convertible Promissory Note [Member] | September Side Agreement [Member]

Warrants and rights outstanding

349,000

Senior Secured Convertible Notes [Member]

Debt Instrument, Issued, Principal

$ 2,000,000.0

Senior Convertible Debt [Member]

Short term debt

4,000,000.0

Debt fair value

6,600,000

Secure debt

600,000

Adjustments of warrants

$ 7,100,000

Convertible Debt [Member]

Number of issuance of shares

22,500,500

170,000,000

300,000,000

Maximum [Member] | November Side Agreement [Member]

Convertible debt

$ 4,000,000.0

Warrant [Member]

Warrant exchanges of shares

22,790,706

249,867

Warrant [Member] | Minimum [Member]

Warrant [Member] | Maximum [Member]

$ 0.34

$ 224.00

Common Stock [Member]

Warrant exchanges of shares

337,320

246,192

Common Stock [Member] | Minimum [Member]

Common Stock [Member] | Maximum [Member]

$ 0.05

$ 96.58

Equity Warrants [Member]

Class of Warrant or Right, Outstanding

289,327

22,965,771

Warrant Liability [Member] | Minimum [Member]

Warrant Liability [Member] | Maximum [Member]

$ 2.79

$ 1,800.00

[1]	Exercise price and warrant numbers have been retroactively adjusted for the impact of the January 2023 Merger, see note 1.

Schedule of Goodwill (Details) $ in Thousands	12 Months Ended
Schedule of Goodwill (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance as of December 31, 2022
Addition from acquisitions	4,500
Balance as of December 31, 2023	$ 4,500

Goodwill and Intangible Assets Disclosure [Abstract]

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill and intangible assets, net

12 Months Ended

Dec. 31, 2023

Goodwill and intangible assets, net

6. Goodwill and intangible assets, net

Goodwill

The following table represents the changes in the carrying amounts of the Company’s total goodwill:

Schedule of Goodwill

	Carrying
	Amount

Balance as of December 31, 2022		-
Addition from acquisitions		4,500
Balance as of December 31, 2023		4,500

Intangible assets, net

Schedule of Intangible Assets

	December 31, 2023		December 31, 2023
		Unamortized		Amortized
Cost:

In Process Technology	$	3,800	$	130

Less - accumulated amortization		-		32

Intangible assets, net	$	3,800	$	98

As of December 31, 2023, the Company did not have any acquired intangible assets.

Estimated amortization expense for the years ended:

Schedule of Amortization Expenses


2024	$	33
2025		33
2026		32
2027		-
Thereafter		3,800

Total	$	3,898

Amortization expense of $32 thousand related to intangible assets, net was included in the consolidated statements of operations as Research and Development cost.

For the year ended December 31, 2022, the Company did not have acquired intangible assets.

Schedule of Future Payments Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Leases
2024	$ 171
2025	9
Total undiscounted lease payments	180
Less: Interest	(5)
Total lease liabilities - operating	$ 175	$ 65	$ 1,751	$ 2,287

Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal net operating loss carry forwards	$ 69,040	$ 27,592
Tax credit carry forwards	16,668	4,862
Intangible and other related assets	3,095	2,990
Research and Development Costs	36,632	3,074
Accrued expenses	169	72
Warrant and other fair value Liabilities	5,142
Stock Based Compensation	4,782
Lease Liability	460	410
Total deferred tax assets before valuation allowance	135,988	39,000
Valuation allowance	(135,570)	(38,652)
Total deferred tax assets	418	348
Right of Use Asset	418	348
Total deferred tax liabilities	418	348
Net deferred tax assets

SCHEDULE OF WARRANTS OUTSTANDING (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Common Stock Purchase Warrants And Warrant Liability

Warrants, Outstanding and exercisable warrants

337,320

Weighted Average Exercise Price, Outstanding and exercisable warrants

$ 25.08

Weighted Average Remaining Contractual Life In Years, Outstanding warrants

4 years 10 months 2 days

1 year 1 month 20 days

Aggregate Intrinsic Value, Outstanding and exercisable

$ 144,083

Merged warrants

^[1]

377,818

Weighted Average Exercise Price, Merged warrants

^[1]

$ 53.45

Warrants, Issuance of warrants upon merger

22,500,500

Weighted Average Exercise Price, Issuance of warrants upon merger

$ 0.34

Warrants, Exercised

^[1]

(249,867)

Weighted Average Exercise Price, Exercised

^[1]

$ 0.05

Outstanding warrants, shares

^[1]

22,965,771

Weighted Average Exercise Price, Outstanding warrants

^[1]

$ 1.58

Aggregate Intrinsic Value, Outstanding

$ 7,537,668

Exercisable warrants, shares

22,790,706

Weighted Average Exercise Price, Exercisable warrants

$ 1.15

Weighted Average Remaining Contractual Life In Years, Exercisable warrants

4 years 10 months 2 days

Aggregate Intrinsic Value, Exercisable

$ 7,537,668

[1]	Exercise price and warrant numbers have been retroactively adjusted for the impact of the January 2023 Merger, see note 1.

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Apr. 08, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-36138
Entity Registrant Name	AYALA PHARMACEUTICALS, INC.
Entity Central Index Key	0001100397
Entity Tax Identification Number	02-0563870
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9 Deer Park Drive
Entity Address, Address Line Two	Suite K-1
Entity Address, City or Town	Monmouth Junction
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08852
City Area Code	(609)
Local Phone Number	452-9813
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 3.7
Entity Common Stock, Shares Outstanding		42,633,400
Documents Incorporated by Reference [Text Block]	Portions of the definitive proxy statement for the registrant’s 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) are incorporated by reference into Items 10, 11, 12, 13 and 14 in Part III of this Annual Report on Form 10-K. If the 2024 Proxy Statement is not filed by April 29, 2024 (the day that is 120 days after the last day of the registrant’s 2023 fiscal year), an amendment to this annual report on Form 10-K setting forth this information will be duly filed with the Securities and Exchange Commission
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	1281
Auditor Name	KOST FORER GABBAY & KASIERER
Auditor Location	Tel-Aviv, Israel

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and Equipment, net consists of the following:

Schedule of Property and Equipment, Net

	December 31,		December 31,
	2023		2022
	(in thousands)
Cost:
Computers and Software	$	60	$	73
Lab Equipment		95		296
Office Furniture and Equipment		92		146
Leasehold Improvements		1,105		1,105
Property and Equipment, Gross		1,352		1,620
Less: Accumulated Depreciation		812		660
Property and Equipment, Net	$	540	$	960

Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

7. Commitments and Contingent Liabilities

Asset Transfer and License Agreement with Bristol-Myers Squibb Company.

In November 2017, the Company entered into a license agreement, or the BMS License Agreement, with Bristol-Myers Squibb Company, or BMS, under which BMS granted the Company a worldwide, non-transferable, exclusive, sublicensable license under certain patent rights and know-how controlled by BMS to research, discover, develop, make, have made, use, sell, offer to sell, export, import and commercialize AL101 and AL102, or the BMS Licensed Compounds, and products containing AL101 or AL102, or the BMS Licensed Products, for all uses including the prevention, treatment or control of any human or animal disease, disorder or condition. On March 25, 2024, we sold our assets and liabilities related to AL101 and AL102 programs to Immunome, and the Company transferred the BMS License Agreement to Immunome as part of such transaction.

Under the BMS License Agreement, we were obligated to use commercially reasonable efforts to develop at least one BMS Licensed Product, and had sole responsibility for, and bear the cost of, conducting research and development and preparing all regulatory filings and related submissions with respect to the BMS Licensed Compounds and/or BMS Licensed Products. BMS has assigned and transferred all INDs for the BMS Licensed Compounds to the Company. The Company is also required to use commercially reasonable efforts to obtain regulatory approvals in certain major market countries for at least one BMS Licensed Product, as well as to effect the first commercial sale of and commercialize each BMS Licensed Product after obtaining such regulatory approval. Under the BMS License Agreement, we had sole responsibility for, and bear the cost of, commercializing BMS Licensed Products. For a limited period of time, the Company may not, engage directly or indirectly in the clinical development or commercialization of a Notch inhibitor molecule that is not a BMS Licensed Compound.

The Company was required to pay BMS payments upon the achievement of certain development or regulatory milestone events of up to $95 million in the aggregate with respect to the first BMS Licensed Compound to achieve each such event and up to $47 million in the aggregate with respect to each additional BMS Licensed Compound to achieve each such event. The Company was also obligated to pay BMS payments of up to $50 million in the aggregate for each BMS Licensed Product that achieves certain sales-based milestone events and tiered royalties on net sales of each BMS Licensed Product by the Company or its affiliates or sublicensees at rates ranging from a high single-digit to low teen percentage, depending on the total annual worldwide net sales of each such Licensed Product. If the Company sublicenses or assigns any rights to the licensed patents, the BMS Licensed Compounds and/or the BMS Licensed Products, the Company is required to share with BMS a portion of all consideration received from such sublicense or assignment, ranging from a mid-teen to mid-double-digit percentage, depending on the development stage of the most advanced BMS Licensed Compound or BMS Licensed Product that is subject to the applicable sublicense or assignment, but such portion may be reduced based on the milestone or royalty payments that are payable by the Company to BMS under the BMS License Agreement.

The Company accounted for the acquisition of the rights granted by BMS as an asset acquisition because it did not meet the definition of a business. The Company recorded the total consideration transferred and value of shares issued to BMS as research and development expense in the consolidated statement of operations as incurred since the acquired the rights granted by BMS represented in-process research and development and had no alternative future use.

The Company accounts for contingent consideration payable upon achievement of sales milestones in such asset acquisitions when the underlying contingency is resolved.

Both we and BMS had the right to terminate the BMS License Agreement in its entirety upon written notice to the licensee under certain circumstances described therein.

On March 25, 2024, the Company sold the assets and liabilities related to the AL101 and AL102 programs to Immunome, and the Company transferred the BMS License Agreement to Immunome as part of such transaction.

Exclusive worldwide license agreement with Penn.

The Company entered into an exclusive worldwide license agreement with Penn, on July 1, 2002 with respect to the innovative work of Yvonne Paterson, Ph.D., Associate Dean for Research at the School of Nursing at Penn, and former Professor of Microbiology at Penn, in the area of innate immunity, or the immune response attributed to immune cells, including dendritic cells, macrophages and natural killer cells, that respond to pathogens non-specifically (subject to certain U.S. government rights). This agreement was amended and restated as of February 13, 2007, and, thereafter, has been amended from time to time.

This license, unless sooner terminated in accordance with its terms, terminates upon the latter of (a) the expiration of the last to expire of the Penn patent rights; or (b) twenty years after the effective date of the license. Penn may terminate the license agreement early upon the occurrence of certain defaults by the Company, including, but not limited to, a material breach by the Company of the Penn license agreement that is not cured within 60 days after notice of the breach is provided to the company.

The license provides the Company with the exclusive commercial rights to the patent portfolio developed by Penn as of the effective date of the license, in connection with Dr. Paterson and requires the Company to pay various milestone, legal, filing and licensing payments to commercialize the technology. In exchange for the license, Penn received shares of our Common Stock. In addition, Penn is entitled to receive a non-refundable initial license fee, royalty payments and milestone payments based on net sales and percentages of sublicense fees and certain commercial milestones. Under the amended licensing agreement, Penn is entitled to receive 2.5% of net sales in the territory. Should annual net sales exceed $250 million, the royalty rate will increase to 2.75%, but only with respect to those annual net sales in excess of $250 million. Additionally, Penn will receive tiered sales milestone payments upon the achievement of cumulative global sales ranging between $250 million and $2 billion, with the maximum aggregate amounts payable to Penn in the event that maximum sales milestones are achieved is $40 million. Notwithstanding these royalty rates, upon first in-human commercial sale (U.S. & E.U.), we have agreed to pay Penn a total of $775 thousand over a four-year period as an advance minimum royalty, which shall serve as an advance royalty in conjunction with the above terms. In addition, under the license, we are obligated to pay an annual maintenance fee of $100 thousand commencing on December 31, 2010, and each December 31st thereafter for the remainder of the term of the agreement until the first commercial sale of a Penn licensed product. We are responsible for filing new patents and maintaining and defending the existing patents licensed to the Company are obligated to reimburse Penn for all attorney’s fees, expenses, official fees and other charges incurred in the preparation, prosecution and maintenance of the patents licensed from Penn.

Upon first regulatory approval in humans (US or EU), Penn will be entitled to a milestone payment of $600,000. Furthermore, upon the achievement of the first sale of a product in certain fields, Penn will be entitled to certain milestone payments, as follows: $2.5 million will be due upon the first in-human commercial sale (US or EU) of the first product in the cancer field and $1.0 million will be due upon the date of first in-human commercial sale (US or EU) of a product in each of the secondary strategic fields sold.

OS Therapies LLC

On September 4, 2018, the Company entered into a development, license and supply agreement with OS Therapies (“OST”) for the use of ADXS31-164, also known as ADXS-HER2, for evaluation in the treatment of osteosarcoma in humans. Under the terms of the license agreement, as amended, OST is responsible for the conduct and funding of a clinical study evaluating ADXS-HER2 in recurrent, completely resected osteosarcoma. Under the most recent amendment to the licensing agreement, the Company will initiate the transfer of the intellectual property and licensing rights of ADXS31-164, which were licensed pursuant to the Penn Agreement, back to the University of Pennsylvania. Contemporaneously, OST will enter negotiations with the University of Pennsylvania to establish a licensing agreement for ADXS31-164 to OST for clinical and commercial development of the ADXS31-164 technology.

Purported Stockholder Claims

Purported Stockholder Claims Related to January 2023 Merger with Old Ayala

On December 15, 2022, a purported stockholder of Old Ayala filed a complaint in the U.S. District Court for the Southern District of New York against Old Ayala and the members of its Board, captioned Stephen Bushansky v. Ayala Pharmaceuticals, Inc., Case No.1:22-cv-10621 (S.D.N.Y.) (the “Complaint”).

The Complaint asserts claims against all defendants under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-9 promulgated thereunder for omitting or misrepresenting material information from Old Ayala’s Proxy Statement and against the individual defendants under Section 20(a) of the Exchange Act for alleged “control person” liability with respect to such alleged omissions and misrepresentations. The allegations in the Complaint include that the Proxy Statement omitted material information regarding Old Ayala’s financial projections and the financial analyses of Old Ayala’s financial advisor for the January 2023 Merger. The Complaint seeks, among other relief, (1) to enjoin defendants from consummating the January 2023 Merger; (2) to enjoin a vote on the January 2023 Merger; (3) to rescind the January 2023 Merger Agreement or recover damages, if the Merger is completed; (4) a declaration that defendants violated Sections 14(a) or 20(a) and Rule 14a-9 of the Exchange Act; and (5) attorneys’ fees and costs. The complaint was never served on all defendants.

In addition, approximately nine purported stockholders of Old Ayala sent letters to those noted in the above-referenced Complaint alleging similar deficiencies in Old Ayala’s Proxy Statement (collectively, the “Demand Letters”).

A final settlement agreement relating to these claims was entered into on March 21, 2024, and in connection therewith, the Company has accrued $200 thousand of expense.

Stockholder letter with regards to breaches of fiduciary duty

On March 6, 2024, a stockholder of Ayala Pharmaceuticals, Inc. (the “Company”), submitted a letter (the “Letter”) threatening legal action against the Company and alleging breaches of fiduciary duty in connection with the Company’s January 9, 2023 merger with Advaxis, Inc., the Company’s October 19, 2023 merger with Biosight, Ltd., the Company’s November 17, 2023 issuance of Senior Convertible Promissory Notes and warrants for the purchase of 15,000,000 shares of the Company’s stock, and the Company’s February 5, 2024 Asset Purchase Agreement with Immunone, Inc. The attorney representing the stockholder thereafter made a monetary demand in exchange for a release of the claims asserted in the Letter. Settlement negotiations are ongoing.

At this time, the Company is unable to predict the likelihood of an unfavorable outcome with respect to the Demand Letter.

Schedule of Property and Equipment Estimated Useful Lives (Details)	Dec. 31, 2023
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Salvage Value, Percentage	33.00%
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Salvage Value, Percentage	15.00%
Office Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Salvage Value, Percentage	7.00%
Office Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Salvage Value, Percentage	9.00%

Schedule of Summarizes Information Relating to Restricted Shares (Details) - Restricted Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance	80,840	23,303
Weighted average fairvale on grant date, beginning balance	$ 18.78	$ 58.09
Forfeited	(5,176)	(5,926)
Weighted average fairvale on grant date, forfeited	$ 10.67	$ 16.67
Granted		84,997
Weighted average fairvale on grant date, granted		$ 10.42
Vested	(58,607)	(21,534)
Weighted average fairvale on grant date, vested	$ 21.37	$ 28.92
Ending balance	17,057	80,840
Weighted average fairvale on grant date, beginning balance		$ 18.78

Goodwill and intangible assets, net (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 32

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The significant accounting policies followed in the preparation of the consolidated financial statements, are as follows:

Use of Estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements. Actual results could differ from those estimates.

Consolidated Financial Statements in U.S. Dollars

A substantial portion of the Company’s financing activities, including equity transactions and cash investments, are incurred in U.S. dollars. The Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the U.S. dollar.

A subsidiary’s functional currency is the currency of the primary economic environment in which the subsidiary operates; normally, that is the currency of the environment in which a subsidiary primarily generates and expends cash. In making the determination of the appropriate functional currency for a subsidiary, the Company considers cash flow indicators, local market indicators, financing indicators and the subsidiary’s relationship with both the parent company and other subsidiaries. For subsidiaries that are primarily a direct and integral component or extension of the parent entity’s operations, the U.S. dollar is the functional currency.

The Company has determined the functional currency of its foreign subsidiary is the U.S. Dollar. The foreign operation is considered a direct and integral part or extension of the Company’s operations. The day-to-day operations of the foreign subsidiary are dependent on the economic environment of the U.S. Dollar.

Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars in accordance with Statement of the Accounting Standard Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC No. 830”). All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and the Subsidiary. Intercompany balances and transactions have been eliminated upon consolidation.

Cash and Cash Equivalents and Short-term restricted Cash and Cash Equivalents

The Company considers all highly liquid certificates of deposits with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts in the United States and are stated at carrying value which approximate their fair values. Restricted Cash and Cash Equivalents consist of a bank deposit accounts that serves as collateral for a credit card agreement and lease agreements at one of the Company’s financial institutions.

Property and Equipment, Net

Computers and Software	33	%
Lab Equipment	15	%
Office Furniture and Equipment	7-9	%

Leasehold improvements are amortized on a straight-line basis over the shorter of the assets’ estimated useful life (10%) or the remaining term of the lease (10-50%).

Maintenance and repair costs are expensed as incurred.

Impairment of Long-Lived Assets

The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset (assets group) may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the assets (assets group) are expected to generate are less than the carrying value of the assets (assets group), the Company reduces the carrying amount of the assets through an impairment charge, to their estimated fair values. During the years ended December 31, 2023, and 2022, no impairment loss have been recorded.

Accrued Post-Employment Benefit

Under Israeli employment laws, employees of the Company are included under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their salaries. According to Section 14, these employees are entitled to monthly payments made by the Company on their behalf with insurance companies.

Payments in accordance with Section 14 release the Company from any future severance payments with respect to those employees. The obligation to make the monthly deposits is expensed as incurred. In addition, the aforementioned deposits are not recorded as an asset in the consolidated balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. Severance costs amounted to approximately $0.2 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively.

The Company maintains a 401(k) retirement savings plan for its U.S. employees. Each eligible employee may elect to contribute a portion of the employee’s compensation to the plan. As of December 31, 2023, and 2022, the Company has matched 100% of all employee contributions, up to 6% of the employee’s base salary.

Leases

The Company’s leases include offices for its facilities, as well as car leases, which are all classified as operating leases. Short-term leases with a term of 12 months or less are not recorded on the balance sheet. The Company does not separate lease components from non-lease components.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. Operating lease liabilities and their corresponding right-of-use assets are recorded at commencement date. The Company records lease liabilities based on the present value of lease payments over the lease term. The ROU asset also includes any lease payments made and excludes lease incentives. The Company generally uses an incremental borrowing rate to discount its lease liabilities, as the rate implicit in the lease is typically not readily determinable. Certain lease agreements include renewal options that are under the Company’s control. The Company includes optional renewal periods in the lease term only when it is reasonably certain that The Company will exercise its option.

Certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease right-of-use (“ROU”) assets and liabilities.

Fair Value of Financial Instruments:

The Company measures and discloses the fair value of financial assets and liabilities in accordance with ASC Topic 820, “Fair Value Measurement.” Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable inputs that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data are available.

Restricted Cash and Cash Equivalent, trade receivables, trade payables are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.

Research and Development

Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expenses, consulting costs, external contract research and development expenses, raw materials, drug product manufacturing costs, and allocated overhead including depreciation, rent, and utilities. Research and development costs that are paid in advance of performance are classified as a prepaid expense and amortized over the service period as the services are provided.

Clinical Trial Costs

Clinical trial costs are a component of research and development expenses. The Company bases its expenses related to Clinical Research Organization (“CRO”) on the services received, and efforts expanded pursuant to agreements with them. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. For reoccurring services fees, the Company records the services over the time period which services will are based on inputs received from CRO. If the actual timing of the performance of services varies from the calculation, the Company adjusts the accrual or amount of prepaid expenses accordingly to adjust for such changes in time.

Patent Costs

Legal and related patent costs are expensed as incurred as their realization is uncertain. Costs related to patent registration are classified as general and administrative expenses, and costs related to acquired patents are classified as research and development expenses in the accompanying consolidated statements of operations.

Contingent Liabilities

The Company accounts for its contingent liabilities in accordance with ASC No. 450, “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. See Note 7.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This standard prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value, if it is more likely than not that some portion of the entire deferred tax asset will not be realized.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740-10, “Income Taxes”. Accounting guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Although the Company believes that it has adequately reserved for its uncertain tax positions (including net interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the income tax expense in the period in which such determination is made.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of insured limits. Money Market funds are of Prime A and only invested in government issued securities. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high-quality credit rating. The Company has not experienced any losses on its deposits of cash or cash equivalents.

The Company did not have any customers as of December 31, 2023. The Company’s trade receivables as of December 31, 2022 were from one customer. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis.

Stock-Based Compensation

The Company measures its stock-based payment awards made to employees, directors, and non-employee service providers based on estimated fair values. The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model. The Company recognizes compensation expenses based on the accelerated method over the requisite service period. The Company recognizes forfeitures of awards as they occur.

The Black-Scholes option pricing model requires a number of assumptions, of which the most significant are share price, expected volatility, expected option term (the time from the grant date until the options are exercised or expire), risk-free rate, and expected divided rate. After the IPO, the fair value of each ordinary share was based on the closing price of the Company’s publicly traded ordinary shares as reported on the date of the grant.

Expected volatility

As the Company has a short trading history for its ordinary shares, the expected volatility is derived from the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term.

Expected Dividend Yield

The Company has historically not paid dividends and has no foreseeable plans to pay dividends, and therefore the Company uses an expected dividend yield of 0%.

Risk-Free Interest Rate

The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent expected term.

Expected Term The expected option term is calculated for options granted to employees and directors using the “simplified” method. Under this approach, the expected term is presumed to be the midpoint between the weighted average vesting term and the contractual term of the option. The simplified method makes the assumption that the employee will exercise share options evenly over the period when the share options are vested and ending on the date when the share options expire. The expected option term for options granted to non-employees is based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the share options granted and the results of operations of the Company.

Restricted shares are valued at the fair value of shares on the date of grant.

Basic and Diluted Net Loss per Share

Basic loss per share is computed by dividing the net loss by the weighted average number of shares of Common Stock outstanding during the period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of Common Stock outstanding together with the number of additional shares of Common Stock that would have been outstanding if all potentially dilutive shares of Common Stock had been issued. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of Common Stock are anti-dilutive.

Business combinations

The Company accounts for business combinations by applying the provisions of ASC 805, Business Combination (“ASC 805”) and allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair value of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets.

Acquisition-related expenses are expensed as incurred.

Goodwill and acquired intangible assets

Goodwill and acquired intangible assets recorded in the Company’s financial statements result from both business combinations. Goodwill represents the excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized as it is estimated to have an indefinite life. As such, goodwill is subject to an annual impairment test.

The Company allocates goodwill to reporting units based on the expected benefit from the business combination. Reporting units are evaluated when changes in the Company’s operating structure occur, and if necessary, goodwill is reassigned using a relative fair value allocation approach. The Company operates in one operating segment, and this segment is the only reporting unit.

ASC 350, Intangibles—Goodwill and Other (“ASC 350”) requires goodwill to be tested for impairment at least annually or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company elects to perform an annual impairment test of goodwill as of December 31 of each year. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed.

During the last quarter of 2023, the Company experienced a significant decline in the stock price, which might suggest the fair value of the reporting unit is less than its carrying amount. However, when the Company performed its annual goodwill impairment test on December 31, 2023, it was noted that the reporting unit have a negative carrying amount. The Company concluded that no goodwill impairment should be recorded since after performing a quantitative test, the reporting unit’s fair value is not less than its carrying amount.

Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis over the estimated useful life of the respective asset. Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Acquired indefinite-lived intangible assets are not amortized but are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the intangible asset may be impaired.

Segment Information

Financial information is available for evaluation by the chief operating decision maker, the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. Operating segments are defined as components of an enterprise in which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance.

The geographical regions of the Company’s intangible assets are as follows:

	2023		2022
	Year ended
	December 31,		December 31,
	2023		2022
Israel		3,800		-
United States		98		-
Total		3,898		-
Total intangible assets		3,898		-

The geographical regions of the Company’s long lived asset including rights of use are as follows:

	Year ended		Year ended
	December 31,		December 31,
	2023		2022
Israel		600		2,392
United States		42		30
Total		642		2,422
Total rights of use of assets and property and equipment		642		2,422

All of the Company’s revenues are generated in the United States.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which applies to all contracts with customers. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps:

(i)	identify the contract(s) with a customer;

(ii)	identify the performance obligations in the contract;

(iii)

determine the transaction price;

(iv)	allocate the transaction price to the performance obligations in the contract; and

(v)	recognize revenue when (or as) the entity satisfies a performance obligation.

At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations and assesses whether each promised good or service is distinct.

Customer option to acquire additional goods or services gives rise to a performance obligation in the contract only if the option provides a material right to the customer that it would not receive without entering into that contract.

In a contract with multiple performance obligations, the Company develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations.

The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time.

Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expect to be entitled to receive in exchange for those goods or services.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The new guidance was effective for the Company on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

Related parties (Details Narrative)	12 Months Ended
Related parties (Details Narrative)	Dec. 31, 2023
Three Affiliated Directors [Member]
Related party Transaction	75.00%
Arkin Bio Ventures LP [Member]
Related party Transaction	20.00%

Schedule of Reconciliation of Company’s Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Uncertain tax position at the beginning of year	$ 1,335	$ 858
Additions for uncertain tax position of prior years (foreign exchange and interest)	13	36
Additions for tax positions of current year	423	441
Uncertain tax position at the end of the year	$ 1,771	$ 1,335

Stock-Based Plans

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Plans

11. Stock-Based Plans

The. 2015 Incentive Plan (the “2015 Plan”) was originally ratified and approved by the Company’s stockholders on May 27, 2015. Subject to proportionate adjustment in the event of stock splits and similar events, the aggregate number of shares of common stock that may be issued under the 2015 Plan is 81,248 shares.

As of December 31, 2023, there were 69,513 shares available for issuance under the 2015 Plan.

Pursuant to the January 2023 merger, the Company assumed 117,360 restricted shares, all of which are issued and outstanding, and 107,623 outstanding options.

The following table set forth the parameters used in the computation of the fair value of options granted to employees:

	Year ended
	December 31,
	2023*			2022
Expected volatility		-	%		80	%
Expected dividends		-	%		0	%
Expected term (in years)		-			6.34
Risk free rate		-	%		0.98%-3.53	%

no shares have been granted

The Company recorded stock-based compensation for the period indicated as follows (in thousands):

	Year ended		Year ended
	December 31,		December 31,
	2023		2022
Research and Development	$	119	$	717
General and Administrative		1,104		1,527
Total Stock-Based Compensation	$	1,223	$	2,244

A summary of the Company’s stock option activity granted to employees under the Plan is as follows:

	Year ended December 31, 2023
						Weighted
						average
				Weighted		remaining
				average		contractual		Aggregate
	Number of			exercise		term		intrinsic
	options			price		(in years)		value

Outstanding at Beginning of Year		197,897		$	38.34		6.10	$	-
Assumed in advaxis merger		9,815			1,243.88		6.30
Granted		-			-		-		-
Forfeited		(6,539	)		38.34		7.30
Expired		(98,281	)		38.91		5.92
Outstanding, December 31, 2023		102,892		$	151.86		6.20	$	-
Exercisable Options, December 31, 2023		90,596		$	131.77		6.02	$	-

The Company did not grant any options during 2023. The weighted-average grant date per-share fair value of stock options granted during 2022 was $5.74. No stock options were exercised during the years ended December 31, 2023 and 2022. As of December 31, 2023, there was approximately $0.1 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 1.14 years.

Company’s restricted shares:

In May 2022, the Company granted 80,050 restricted shares to officers and employees of the Company. The restricted shares vest over three years starting May 15, 2022.

In August 2022, the Company granted 4,947 restricted shares to employees of the Company. The restricted shares vest over four years starting Aug 14, 2022.

The following table summarizes information relating to restricted shares, as well as changes to such awards during the fiscal years ended December 31, 2023 and 2022:

	Year ended December 31,			Weighted average Fair value on grant date		Year ended December 31,			Weighted average Fair value on grant date
	2022					2023
Opening balance		23,303		$	58.09		80,840			18.78
Forfeited		(5,926	)		16.67		(5,176	)		10.67
Granted		84,997			10.42		-			-
Vested		(21,534	)		28.92		(58,607	)		21.37
		80,840		$	18.78		17,057			-

The weighted average fair value at grant date of restricted shares granted for the year ended December 31, 2022 was $2.00, per share. There were no grants during 2023.

Restricted shares are subject to a repurchase right by the Company on certain occasions. Under the repurchase right, the Company may reacquire restricted shares, for no consideration, if certain conditions occur including the employees’ end of service with the Company.

Schedule of Income Before Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
United States	$ (49,912)	$ (36,674)
Israel	(2,072)	(755)
Net loss before tax	$ (51,984)	$ (37,429)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 22
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-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

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-Name Accounting Standards Codification
-Section 25
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-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section S99
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Common Stock

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Common Stock

10. Common Stock

The Common Stock confer upon the holders the right vote in annual and special meetings of the Company, and to participate in the distribution of the surplus assets of the Company upon liquidation of the Company, after the distribution of the preferred stock liquidation preference. No dividends have been declared as of December 31, 2023 and 2022.

*	Does not include 39,452 and 80,839 shares of restricted Common Stock issued but not outstanding in 2023 and 2022, respectively.
**	All of the Common Stock and per share data have been retroactively adjusted for the impact of the January 2023 merger between Old Ayala, Inc. (f/k/a Ayala Pharmaceuticals, Inc.) and Ayala Pharmaceutical, Inc.(f/k/a Advaxis, Inc.). See note 1

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (h)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Statement of Financial Position [Abstract]

Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expenses And Other Current Assets
Prepaid Insurances	$ 2,144	$ 431
Short-term restricted bank deposits	330	110
Other Assets	172	5
Total	$ 2,646	$ 546

Consolidated Balance Sheets (Parenthetical) - $ / shares

Dec. 31, 2023

Dec. 31, 2022

Common stock, par value

$ 0.001

Common stock, shares authorized

170,000,000

37,480,000

^[1]

Common stock, shares issued

11,896,845

2,695,067

^[1]

Common stock, shares outstanding

11,857,393

2,638,663

^[1]

[1]	All of the Common Stock, additional paid-in capital and per share data have been retroactively adjusted for the impact of the January 2023 merger between Old Ayala, Inc. (f/k/a Ayala Pharmaceuticals, Inc.) and Ayala Pharmaceutical, Inc.(f/k/a Advaxis, Inc.). See note 1.

Schedule of Tax Federal Statutory Rate (Details)	12 Months Ended
Schedule of Tax Federal Statutory Rate (Details)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. federal tax provision at statutory rate	21.00%	21.00%
State and local tax, net of federal benefit	37.96%	0.72%
Foreign rate differences	0.03%	(0.06%)
Non-deductible stock compensation	(0.49%)	(1.26%)
Section 951A GILTI	0.00%	0.00%
Effect of other permanent differences	(0.05%)	(0.01%)
Uncertain tax positions	(0.81%)	(1.15%)
Change in valuation allowance	(48.44%)	(25.51%)
Federal Tax Reform Rate Change	0.00%	0.00%
Tax Credits		4.14%
Provision to Return	1.68%	1.67%
Other adjustments	(0.01%)	(1.10%)
Effective tax rate	7.51%	(1.56%)

Stock-Based Plans (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		12 Months Ended
	Aug. 31, 2022	May 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued during period, shares, new issues			0.1874
Options outstanding			102,892	197,897
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value, grant			$ 0	$ 2.00
Restricted shares granted				84,997
Restricted Stock [Member] \| Officers and Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted shares granted		80,050
Vesting period		3 years
Restricted Stock [Member] \| Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted shares granted	4,947
Vesting period	4 years
2015 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued during period, shares, new issues			81,248
Shares available for issuance			69,513
January 2023 Merger [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted shares issued and outstanding			117,360
Options outstanding			107,623
Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value, grant				$ 5.74
Unrecognized cost			$ 0.1
Vesting period			1 year 1 month 20 days

Schedule of Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss attributable to common stockholders, basic	$ (48,072)	$ (38,013)
Net loss attributable to common stockholders, diluted	$ (48,072)	$ (38,013)
Weighted average common shares outstanding, basic	6,019,063	2,895,130
Weighted average common shares outstanding, diluted	6,019,063	2,895,130
Warrants	22,965,771	87,453
Stock options	102,892	197,897
Anti dilutive shares outstanding which were not included in the diluted calculation	23,068,663	285,350
Net loss per share attributable to common stockholders, basic	$ (7.99)	$ (13.13)
Net loss per share attributable to common stockholders, diluted	$ (7.99)	$ (13.13)

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases

Schedule of Lease Liabilities and ROU Assets

Upon adoption, the Company recognized lease liabilities and corresponding ROU assets, adjusted for the accrued rent and remaining lease incentives received on the adoption date, as follows:

	ROU assets		Lease liabilities
	January 1, 2022
	ROU assets		Lease liabilities
Offices	$	1,448	$	2,020
Cars		302		267
Total operating leases	$	1,750	$	2,287

Schedule of Operating Right of Use Assets and Lease Liabilities

The Company has the following operating ROU assets and lease liabilities:

	December 31, 2023
	ROU assets		Lease liabilities
Offices	$	42	$	134
Cars		60		41
Total operating leases	$	102	$	175

	December 31, 2022
	ROU assets		Lease liabilities
Offices	$	1,273	$	1,612
Cars		189		139
Total operating leases	$	1,462	$	1,751

	December 31, 2023		December 31, 2022
	Lease liabilities		Lease liabilities
Current lease liabilities	$	166	$	419
Non-current lease liabilities		9		1,332
Total lease liabilities	$	175	$	1,751

Schedule of Lease Costs

The following table summarizes the lease costs recognized in the consolidated statement of operations:

Schedule of Lease Costs

	December 31, 2023		December 31, 2022
Operating lease cost	$	457	$	442
Variable lease cost		19		10
Total lease cost	$	476	$	452

Schedule of Future Payments Operating Lease Liabilities

The following table summarizes the future payments of the Company for its operating lease liabilities:

	December 31, 2023
2024		171
2025		9
Total undiscounted lease payments	$	180
Less: Interest		(5	)
Total lease liabilities - operating	$	175

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid Expenses And Other Current Assets

Schedule of Prepaid Expenses and Other Current Assets

	2023		2022
	December 31,
	2023		2022

Prepaid Insurances	$	2,144	$	431
Short-term restricted bank deposits		330		110
Other Assets		172		5
Total	$	2,646	$	546

Taxes on Income

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Taxes on Income

12. Taxes on Income

The Company records income tax expense related to profits realized in the United States and realized by its subsidiary in Israel.

United States:

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “U.S. Tax Reform”); a comprehensive tax legislation that includes significant changes to the taxation of business entities. These changes, most of which are effective for tax years beginning after December 31, 2017, include several key tax provisions that might impact the Company, among others: (i) a permanent reduction to the statutory federal corporate income tax rate from 35% (top rate) to 21% (flat rate) effective for tax years beginning after December 31, 2017 (ii) a new tax deduction in the amount of 37.5% of “foreign derived intangible income” that effectively reduces the federal corporate tax on certain qualified foreign derived sales/licenses/leases and service income in excess of a base amount to 13.125% (as compared to the regular corporate income tax rate of 21%); (iii) stricter limitation on the tax deductibility of business interest expense; (iv) a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base) (v) a one-time deemed repatriation tax on accumulated offshore earnings held in cash and illiquid assets, with the latter taxed at a lower rate and (vi) an expansion of the U.S. controlled foreign corporation (“CFC”) anti deferral starting with the CFC’s first tax year beginning in 2018 intended to tax in the U.S. “global intangible low-taxed income” (“GILTI”).

The Company recorded loss from continuing operations, before taxes on income for the period indicated as follows (in thousands):

Schedule of Income Before Income Tax

	Year ended			Year ended
	December 31,			December 31,
	2023			2022
United States	$	(49,912	)	$	(36,674	)
Israel		(2,072	)		(755	)
Net loss before tax	$	(51,984	)	$	(37,429	)

Income tax expense is summarized as follows (in thousands):

Schedule of Income Tax Expense

	Year ended			Year ended
	December 31,			December 31,
	2023			2022
Current:
Domestic	$	(4,335	)	$	57
Foreign		423			527
Current Income tax expense	$	(3,912	)	$	584
Income tax expense	$	(3,912	)	$	584

The effective income tax rate differed from the amount computed by applying the federal statutory rate to our loss before income taxes as follows:

Schedule of Tax Federal Statutory Rate

	Year ended			Year ended
	December, 31			December, 31
	2023			2022
U.S. federal tax provision at statutory rate		21.00	%		21.00	%
State and local tax, net of federal benefit		37.96			0.72
Foreign rate differences		0.03			(0.06	)
Non-deductible stock compensation		(0.49	)		(1.26	)
Section 951A GILTI		0.00			0.00
Effect of other permanent differences		(0.05	)		(0.01	)
Uncertain tax positions		(0.81	)		(1.15	)
Change in valuation allowance		(48.44	)		(25.51	)
Federal Tax Reform Rate Change		0.00			0.00
Tax Credits		-			4.14
Provision to Return		(1.68	)		1.67
Other adjustments		(0.01	)		(1.10	)

Effective tax rate		7.51	%		(1.56	)%

Deferred Income Taxes

Schedule of Deferred Tax Assets

	2023			2022
	($ in thousands)
	As of December 31,
	2023			2022

Deferred tax assets:
Federal net operating loss carry forwards	$	69,040		$	27,592
Tax credit carry forwards		16,668			4,862
Intangible and other related assets		3,095			2,990
Research and Development Costs		36,632			3,074
Accrued expenses		169			72
Warrant and other fair value Liabilities		5,142			-
Stock Based Compensation		4,782			-
Lease Liability		460			410
Total deferred tax assets before valuation allowance		135,988			39,000
Valuation allowance		(135,570	)		(38,652	)
Total deferred tax assets		418			348
Deferred tax liabilities:
Right of Use Asset		418			348
Total deferred tax liabilities		418			348
Net deferred tax assets	$	-		$	-

As of December 31, 2023, the Company has provided a valuation allowance of approximately $135.6 million in respect of the Company’s deferred tax assets resulting from tax loss carryforwards, tax credits and other temporary differences. Realization of deferred tax assets is dependent upon future earnings, if any, the time and amount of which are uncertain. As the Company is still in its development stage, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to their recoverable amounts.

Available Carryforward Tax Losses

At December 31, 2023, the Company had federal net operation loss (NOL) carryforwards of approximately $214.9 million. At December 31, 2023, the Company had federal research and development credit carryforwards of approximately $11.4 million. The federal net operating loss carryforwards begin to expire in 2028, losses generated in 2018 or later of $190.5 million will carry forward indefinitely. The federal credit carryforwards begin to expire in 2032. Sections 382 and 383 of the Internal Revenue Code of 1986 subject the future utilization of net operating losses and certain other tax attributes, such as research and experimental tax credits, to an annual limitation in the event of certain ownership changes, as defined. The Company may be subject to the net operating loss utilization provision of Section 382 of the Internal Revenue Code. The effect of an ownership change would be the imposition of an annual limitation of the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate. Although the Company has not completed an analysis under Section 382 of the Code, it is likely that the utilization of the NOLs will be limited.

Uncertain Tax Positions

The Company has reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of December 31, 2023, and 2022, the Company has recorded an uncertain tax position liability exclusive of interest and penalties of approximately $1.8 million, and $1.3 million, respectively. As of December 31, 2023, the Company has not accrued penalties for uncertain tax positions. A reconciliation of the Company’s unrecognized tax benefits is below:

	2023		2022
		(in thousands)		(in thousands)
Uncertain tax position at the beginning of year	$	1,335	$	858
Additions for uncertain tax position of prior years (foreign exchange and interest)		13		36
Additions for tax positions of current year		423		441
Uncertain tax position at the end of the year	$	1,771	$	1,335

The Company remains subject to examination until the statute of limitations expires for each respective tax jurisdiction. The statute of limitations is currently open for 2018, 2019, 2020, 2021 and 2022 for all tax jurisdictions.

Israel:

The Israeli corporate income tax rate was 23% in 2023 and 2022. Income not eligible for Preferred Enterprise benefits is taxed at the regular corporate tax rates as described above.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Current Income tax expense	$ (3,912)	$ 584
Income tax expense	(3,912)	584
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Domestic	(4,335)	57
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Foreign	$ 423	$ 527

Common Stock Purchase Warrants And Warrant Liability

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Schedule of Lease Liabilities and ROU Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Property, Plant and Equipment [Line Items]
ROU assets	$ 102	$ 65	$ 1,462	$ 1,750
Lease liabilities	175	$ 65	1,751	2,287
Offices [Member]
Property, Plant and Equipment [Line Items]
ROU assets	42		1,273	1,448
Lease liabilities	134		1,612	2,020
Cars [Member]
Property, Plant and Equipment [Line Items]
ROU assets	60		189	302
Lease liabilities	$ 41		$ 139	$ 267

Common Stock Purchase Warrants and Warrant Liability

12 Months Ended

Dec. 31, 2023

Common Stock Purchase Warrants and Warrant Liability

8. Common Stock Purchase Warrants and Warrant Liability

Common Stock Rights

The Common Stock Rights confer upon the holders the right to vote in annual and special meetings of the Company, and to participate in the distribution of the surplus assets of the Company upon liquidation of the Company.

Warrants

As of December 31, 2023 there were 22,965,771 warrants outstanding of which 22,790,706 were exercisable warrants to purchase shares of our common stock, with exercise prices ranging from $0.34 to $224.00 per share. As of December 31, 2022, there were outstanding and exercisable warrants to purchase 337,320 shares of our common stock with exercise prices ranging from $0.05 to $96.58 per share. Information on the outstanding warrants as of December 31, 2023 is as follows:

Schedule Of Warrants Outstanding

		Number of
		Shares
		Underlying
Exercise Price		Warrants			Expiration Date	Type of Financing
$	2.79		879		September 2024	September 2018 Public Offering
$	224.00		4,092		July 2024	July 2019 Public Offering
$	28.00		57,230		November 2025	November 2020 Public Offering
$	56.00		140,552		April 2026	April 2021 Registered Direct Offering (Accompanying Warrants)
$	56.00		175,065		5 years after the date such warrants become exercisable, if ever	April 2021 Private Placement (Private Placement Warrants)
$	96.58		87,453	*	February 2024	February 2021 Private Placement (issued by Old Ayala)
$	0.34		22,500,500	**	November 2028	November 17, 2023 Financing
	Grand Total		22,965,771

On November 17, 2023, the Company issued securities convertible into or exercisable for 22,500,500 shares of common stock as part of the Convertible Loans. See Convertible Loan bellow.

As of December 31, 2023, the Company had 289,327 of its total 22,965,771 outstanding warrants classified as equity. As of December 31, 2022, all outstanding warrants were classified as equity. At issuance, equity warrants are recorded in additional paid-In capital.

A summary of warrant activity for the year ended December 31, 2023 was as follows (in thousands, except share and per share data):

	Shares			Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding and Exercisable Warrants at December. 31 2022		337,320		$	25.08		1.14	$	144,083
Merged Warrants		377,818		$	53.45
Issued as part of November 17 financing		22,500,500		$	0.34
Exercised		(249,867	)	$	0.05
Outstanding Warrants at December 31, 2023		22,965,771		$	1.58		4.84	$	7,537,668
Exercisable Warrants at December 31, 2023		22,790,706		$	1.15		4.84	$	7,537,668

*		Exercise price and warrant numbers have been retroactively adjusted for the impact of the January 2023 Merger, see note 1.
**		See details under Warrant Liability Senior Convertible Notes for information on the exercise price

Shares Issued for Warrants Exercises

During the year ended December 31, 2023, 249,867 warrants were exercised in exchange for 246,192 shares of the Company’s common stock on a cash less exercise basis.

Convertible Note

Following the consummation of the January 2023 Merger, management of the Company, in consultation with the Board, determined that the Company would require additional financing to further the development of Old Ayala’s late-stage program. As a result, the Company continued to pursue potential financing alternatives. However, despite significant efforts in this regard over a number of months, the Company was not able to find such feasible financing alternatives.

On August 7, 2023, having concluded that there were at that time no other readily available alternatives, and in order to obtain temporary financing as it pursued its ongoing efforts to achieve longer-term financing, the Company entered into an agreement for the issuance of Senior Secured Convertible Promissory Notes (the “Secured Notes”) to Israel Biotech Fund I, L.P. The Secured Notes provided for the borrowing by the Company of up to $2.0 million dollars, which borrowings which the Company received on September 1, 2023.

On November 17, 2023, having once again concluded that there were at that time no other readily available alternatives, and in order to obtain temporary financing as it pursued its ongoing efforts to achieve longer-term financing, and having concluded that the Company would not able to survive financially without additional funds the Company issued Senior Convertible Promissory Notes (collectively, the “Senior Convertible Notes”), in an aggregate amount of $4.0 million, to several existing lenders and investors in the Company, including Israel Biotech Fund I, L.P., Israel Biotech Fund II, L.P., Arkin Bio Ventures L.P. and Biotel Limited. The amounts borrowed by the Company under the Senior Convertible Notes were funded to the Company on November 20, 2023. The Senior Convertible Notes were convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at any time at the option of the noteholders, and were subject to mandatory conversion upon certain events, including a change of control transaction and certain financing transactions involving the Company, at a conversion price equal to the lower of (i) 50% of the Common Stock’s price per share as of market close on November 16, 2023 and (ii) 50% of the Common Stock’s price per share as of the close of market on the Trading Day immediately prior to the date of the Notice of Conversion, subject to certain adjustments. In connection with the issuance of the Senior Convertible Notes, the Company issued to the noteholders warrants to purchase an aggregate of 15,000,000 shares of the Common Stock with an exercise price equal to the lower of (A) 50% of the Common Stock’s price per share as of market close on November 16, 2023 and (ii) 50% of the Common Stock’s price per share as of the close of market on the Trading Day immediately prior to the date of the Notice of Exercise of the warrant, subject to adjustment, which exercise may be on a cashless basis.

The noteholders also obtained the right, pursuant to a Side Letter Agreement between the noteholders and the Company, to lend an additional $4.0 million dollars to the Company on the same terms.

The Company has elected the fair value option to measure the Secured Notes and the Senior Convertible Notes upon issuance and conversion, in accordance with ASC 825-10. Under the fair value option, the Secured Notes and the Senior Convertible Notes are measured at fair value each period with changes in fair value reported in the consolidated statements of operations. According to ASC 825-10, changes in fair value that are caused by changes in the instrument-specific credit risk will be presented separately in other comprehensive income (loss). Prior to the modification of the terms of the Secured Notes, the Company has elected the fair value option to measure the Secured Notes. The change in fair value as a result of the modification was recorded in the consolidated statement of operation.

The Convertible Notes were valued at the end of the year using a probability-weighted expected return model, which incorporated significant unobservable inputs such as the likelihood of a voluntary note conversion (60% likelihood), the notes being held to maturity (20% likelihood) and the mandatory conversion of the notes in a PIPE (20% likelihood). This resulted in an implied borrowing rate of 50% was used as an input to the fair value measurement. None of the change in fair value was deemed to be attributable to instrument-specific credit risk and thus the full amount of such change was recognized in the statements of operations.

As discussed above, the Company had no financial alternatives at that time of the issuance of the Senior Convertible Notes and the Company issued the notes to its principal stockholders, which are also related parties of the Company. The Company received $4.0 million, while at the time the Senior Convertible Notes were issued with fair value of $6.6 million. In addition, as noted above, in connection with the issuance of the Senior Convertible Notes, the Company modified certain terms of the Secured Notes to be consistent with the terms of the Senior Convertible Notes, which resulted in a revaluation of the Secured Notes resulting in expense of $0.6 million to the Company. Furthermore, the Company issued warrants to the recipients of the Senior Convertible Notes , which at time of grant had fair value of $7.1 million. When determining whether fair value at initial recognition equals the transaction price, the Company considered the specific factors of the transaction and noted that the transaction took place under duress, the Company was forced to accept the price in the transaction and the transaction was with the Company’s related parties. In addition, the Company noted that the transaction does not represent a pro-rata distribution. Since the estimated fair value of the items above exceeded the proceed received and after considering the transaction specific factors, the excess of the estimated fair value over the proceed received described above were recorded on November 17, 2023 in financial expenses, net in the Company’s consolidated statements of operations.

The Company used the following significant inputs in measuring the Secured Notes and Senior Convertible Notes :

	December 31, 2023			November 17, 2023			August 7, 2023
Stock price	$	0.67		$	0.77		$	1.15
Interest rate		12.4			7.2	%		7.3	%
Implied discount		47.7	%		75.2	%		(32.4	)%
Risk Free Rate		5.60	%		4.50	%		4.20	%

Warrant Liability Senior Convertible Notes

On November 17, 2023, in connection with the issuance of the Senior Convertible Notes, the Company amended the Secured Notes to match the same terms described above, and issued to the holders of the Secured Notes and Senior Convertible Notes, collectively, warrants to purchase an aggregate of 22,500,500 shares of the Common Stock with an exercise price equal to the lower of (A) 50% of the Common Stock’s price per share as of market close on November 16, 2023 and (ii) 50% of the Common Stock’s price per share as of the close of market on the Trading Day immediately prior to the date of the Notice of Exercise of the warrant, subject to adjustment, which exercise may be on a cashless basis. The warrants require liability classification as the warrants contains an unpermitted adjustment to the exercise price, which precludes an equity classification. The Company used the Black Scholes model to calculate the fair value of these warrants at the issuance and at each reporting date

In measuring the warrant liability for the warrants issued on November 17, 2023 at December 31, 2023, the Company used the following inputs in its Black Scholes model:

	December 31, 2023			November 17, 2023
Assumed Exercise Price	$	0.04		$	0.05
Diluted Stock Price	$	0.26		$	0.31
Expected Term		4.9 years			5.0 years
Volatility %		95.7	%		96.3	%
Risk Free Rate		3.85	%		4.45	%

For the year ended December 31, 2023, the Company reported a loss of approximately $6.0 million due to changes in the fair value of the warrant liability.

Side Agreement and reinvestment rights

On September 11, 2023, the Company entered into the Side Letter Agreement for Conversion (“September Side Agreement”) in reference to the Simple Agreement for Future Equity (“SAFE”) by and between Biosight Ltd. and various investors. The September Side Agreement provided that amounts invested in Biosight Ltd under the SAFE shall convert to shares of the Common Stock upon the closing of the Biosight Merger. In addition the uninvested amount of $1.8 million as of the close of the Merger shall convert to shares of the Common Stock (at a 35% discount to the lowest effective price per share at which stock is purchased) upon the closing of the private investment in public equity (“PIPE)”. Should a PIPE transaction not close within six months, the SAFE may be converted into shares of Common Stock at a 35% discount to the Company’s stock price (based on the average closing price of the Company’s stock on the five trading days immediately preceding the date of exercise) for a period of 30 days.

The September Side Agreement is a freestanding equity contract which is considered issued for accounting purposes. As the September Side Agreement does not meet all the conditions to be classified as equity pursuant to ASC 815-40-25-10, the Company classified the September Side Agreement as a liability with changes in fair value recorded in the consolidated statements of operations.

On November 17, 2023, as part of the Senior Convertible Notes (with the same terms as the Senior Convertible Notes described above) an additional side letter agreement was signed (“November Side Agreement”), allowing a portion ($1,458 thousand) of the September Side Agreement investors to instead convert the SAFE uninvested amount into Convertible Promissory and warrants under the same terms as the Senior Convertible Notes, resulting in $349 thousand remaining under the September Side Agreement as of December 31, 2023.

In addition to conversion of the first September Side Agreement, and as part of the Senior Convertible Notes, the November Side Agreement also allowed investors of the Senior Convertible Notes to re-invest up to their original investment (up to $4.0 million collectively) in the same terms as the Senior Convertible Notes. The November Side Agreement is a freestanding equity contract which is considered issued for accounting purposes. As the November Side Agreement does not meet all the conditions to be classified as equity pursuant to ASC 815-40-25-10, the Company classified the November Side Agreement as a liability with changes in fair value recorded in the consolidated statements of operations. The portion of the modified September Side Agreement resulted in expense of $2.2 million on the modification date which was recorded in the consolidated statements of operations.

For the year ended December 31, 2023, the Company reported a loss of approximately $7.2 million due to changes in the fair value of the September and November Side Agreements liability.

Warrant Liability April 2021 Private Placement and The September 2018 Public Placement

The warrants issued in the April 2021 Private Placement will become exercisable only on such day, if ever, that is 14 days after the Company files an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, $0.001 par value per share from 170,000,000 shares to 300,000,000 shares. These warrants expire five years after the date they become exercisable. As of December 31, 2023, such an amendment has not been filed, and thus the warrants have not become exercisable. Accordingly, based on certain indemnification provisions of the securities purchase agreement, the Company concluded that liability classification is warranted. The Company utilized the Black Scholes model to calculate the fair value of these warrants at the merger and reporting date.

The September 2018 Public Offering warrants contain a down round feature, except for exempt issuances as defined in the warrant agreement, in which the exercise price would immediately be reduced to match a dilutive issuance of common stock, options, convertible securities and changes in option price or rate of conversion. As of December 31, 2023, the down round feature was triggered five times and the exercise price of the warrants were reduced from $1,800.00 to $2.79. The warrants require liability classification as the warrant agreement requires the Company to maintain an effective registration statement and does not specify any circumstances under which settlement in other than cash would be permitted or required. In addition, the contract contains an unpermitted adjustment to the exercise price, and therefore precludes an equity classification. As a result, net cash settlement is assumed, and liability classification is warranted. The Company utilized the Black Scholes model to calculate the fair value of these warrants at the merger and reporting date.

	December 31, 2023			January 19, 2023
Exercise Price	$	55.73		$	55.73
Stock Price	$	0.67		$	2.95
Expected Term		4.98 years			4.98 years
Volatility %		127	%		117	%
Risk Free Rate		3.85	%		3.60	%

For the year ended December 31, 2023, the Company reported a gain of approximately $161 due to changes in the fair value of the warrant liability.

SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY (Details)	Dec. 31, 2023 $ / shares	Nov. 17, 2023 $ / shares	Aug. 07, 2023 $ / shares	Jan. 19, 2023 $ / shares
Stock Price	$ 0.67	$ 0.77	$ 1.15
Warrant Liability [Member] \| Private Placement [Member]
Exercise Price	0.04	0.05
Stock Price	$ 0.26	$ 0.31
Warrant Liability [Member] \| Private Placement [Member] \| Measurement Input, Expected Term [Member]
Expected term	4 years 10 months 24 days	5 years
Warrant Liability [Member] \| Private Placement [Member] \| Measurement Input, Price Volatility [Member]
Measurement input percentage	95.7	96.3
Warrant Liability [Member] \| Private Placement [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Measurement input percentage	3.85	4.45
Warrant Liability One [Member] \| Private Placement [Member]
Exercise Price	$ 55.73			$ 55.73
Stock Price	$ 0.67			$ 2.95
Warrant Liability One [Member] \| Private Placement [Member] \| Measurement Input, Expected Term [Member]
Expected term	4 years 11 months 23 days			4 years 11 months 23 days
Warrant Liability One [Member] \| Private Placement [Member] \| Measurement Input, Price Volatility [Member]
Measurement input percentage	127			117
Warrant Liability One [Member] \| Private Placement [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Measurement input percentage	3.85			3.60

Schedule Of Assumptions Used In Warrant Liability (Details)	Dec. 31, 2023 $ / shares	Nov. 17, 2023 $ / shares	Aug. 07, 2023 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock Price	$ 0.67	$ 0.77	$ 1.15
Measurement Input, Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock Price	12.4	7.2	7.3
Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock Price	47.7	75.2	(32.4)
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock Price	5.60	4.50	4.20

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details)	Dec. 31, 2023 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value	$ 22,634
Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible note	8,141
Side Letter Agreements	8,436
Total financial liabilities at fair value	6,057
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value
Fair Value, Inputs, Level 1 [Member] \| Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible note
Side Letter Agreements
Total financial liabilities at fair value
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value
Fair Value, Inputs, Level 2 [Member] \| Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible note
Side Letter Agreements
Total financial liabilities at fair value
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value	22,634
Fair Value, Inputs, Level 3 [Member] \| Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible note	8,141
Side Letter Agreements	8,436
Total financial liabilities at fair value	$ 6,057

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates:

Consolidated Financial Statements in U.S. Dollars

Consolidated Financial Statements in U.S. Dollars

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and the Subsidiary. Intercompany balances and transactions have been eliminated upon consolidation.

Cash and Cash Equivalents and Short-term restricted Cash and Cash Equivalents

Cash and Cash Equivalents and Short-term restricted Cash and Cash Equivalents

Property and Equipment, Net

Property and Equipment, Net

Computers and Software	33	%
Lab Equipment	15	%
Office Furniture and Equipment	7-9	%

Leasehold improvements are amortized on a straight-line basis over the shorter of the assets’ estimated useful life (10%) or the remaining term of the lease (10-50%).

Maintenance and repair costs are expensed as incurred.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Accrued Post-Employment Benefit

Accrued Post-Employment Benefit

Leases

Leases

Certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease right-of-use (“ROU”) assets and liabilities.

Fair Value of Financial Instruments

Fair Value of Financial Instruments:

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable inputs that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data are available.

Restricted Cash and Cash Equivalent, trade receivables, trade payables are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.

Research and Development

Research and Development

Clinical Trial Costs

Clinical Trial Costs

Patent Costs

Patent Costs

Contingent Liabilities

Contingent Liabilities

Income Taxes

Income Taxes

Concentrations of Credit Risk

Concentrations of Credit Risk

Stock-Based Compensation

Stock-Based Compensation

Expected volatility

Expected volatility

Expected Dividend Yield

Expected Dividend Yield

The Company has historically not paid dividends and has no foreseeable plans to pay dividends, and therefore the Company uses an expected dividend yield of 0%.

Risk-Free Interest Rate

Risk-Free Interest Rate

The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent expected term.

Expected Term

Restricted shares are valued at the fair value of shares on the date of grant.

Basic and Diluted Net Loss per Share

Basic and Diluted Net Loss per Share

Business combinations

Business combinations

Acquisition-related expenses are expensed as incurred.

Goodwill and acquired intangible assets

Goodwill and acquired intangible assets

Segment Information

Segment Information

The geographical regions of the Company’s intangible assets are as follows:

	2023		2022
	Year ended
	December 31,		December 31,
	2023		2022
Israel		3,800		-
United States		98		-
Total		3,898		-
Total intangible assets		3,898		-

The geographical regions of the Company’s long lived asset including rights of use are as follows:

	Year ended		Year ended
	December 31,		December 31,
	2023		2022
Israel		600		2,392
United States		42		30
Total		642		2,422
Total rights of use of assets and property and equipment		642		2,422

All of the Company’s revenues are generated in the United States.

Revenue Recognition

Revenue Recognition

(i)	identify the contract(s) with a customer;

(ii)	identify the performance obligations in the contract;

(iii)

determine the transaction price;

(iv)	allocate the transaction price to the performance obligations in the contract; and

(v)	recognize revenue when (or as) the entity satisfies a performance obligation.

The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

Schedule Of Warrants Outstanding (Details)

12 Months Ended

Dec. 31, 2023

$ / shares

Exercise Price Range One [Member]

22,965,771

$ 2.79

879

September 2024

Exercise Price Range Two [Member]

September 2018 Public Offering

$ 224.00

4,092

July 2024

Exercise Price Range Three [Member]

July 2019 Public Offering

$ 28.00

57,230

November 2025

Exercise Price Range Four [Member]

November 2020 Public Offering

$ 56.00

140,552

April 2026

Exercise Price Range Five [Member]

April 2021 Registered Direct Offering (Accompanying Warrants)

$ 56.00

175,065

5 years after the date such warrants become exercisable, if ever

April 2021 Private Placement (Private Placement Warrants)

Exercise Price Range Seven [Member]

5 years

$ 96.58

87,453

^[1]

February 2024

Exercise Price Range Six [Member]

February 2021 Private Placement (issued by Old Ayala)

$ 0.34

22,500,500

^[2]

November 2028

Cash and Cash Equivalents

November 17, 2023 Financing

[1]	Exercise price and warrant numbers have been retroactively adjusted for the impact of the January 2023 Merger, see note 1.
[2]	See details under Warrant Liability Senior Convertible Notes for information on the exercise price

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Current Assets:

$ 4,882

$ 2,408

Trade Receivables

234

Prepaid Expenses and Other Current Assets

2,646

546

Total Current Assets

7,528

3,188

Long-Term Assets:

Deferred issuance costs

1,953

Intangible assets, net

3,898

Goodwill

4,500

Operating lease right of use asset

102

1,462

Property and Equipment, Net

540

960

Other Assets

206

Total Long-Term Assets

9,051

4,581

Total Assets

16,579

7,769

Current Liabilities:

Trade Payables

6,076

4,080

Operating lease liabilities

166

419

Accrued expenses and other payables

5,554

708

Side Agreement and reinvestment rights

^[1]

8,436

Accrued payroll and employee benefits

786

994

Proceed from Asset Sale

4,000

Total Current Liabilities

25,018

6,201

Long-Term Liabilities:

Long-term warrant liability

^[1]

6,057

Convertible Note

^[1]

8,141

Uncertain tax position

1,771

1,335

Long-term operating lease liabilities

1,332

Total Long-Term Liabilities

15,978

2,667

Stockholders’ Equity:

Common Stock of $0.001 par value per share; 170,000,000 and 37,480,000* shares authorized at December 31, 2023 and 2022, respectively; 11,896,845 and 2,695,067* shares issued at December 31, 2023 and 2022, respectively; 11,857,393 and 2,638,663* shares outstanding at December 31, 2023 and 2022, Respectively.

Additional Paid-in Capital

172,797

148,052

Accumulated Deficit

(197,226)

(149,154)

Total Stockholders’ Equity

(24,417)

(1,099)

Total Liabilities and Stockholders’ Equity

$ 16,579

$ 7,769

[1]	Received from related party see note 14.

Schedule of Operating Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Property, Plant and Equipment [Line Items]
Operating right-of-use asset	$ 102	$ 65	$ 1,462	$ 1,750
Total lease liabilities	175	$ 65	1,751	2,287
Current lease liabilities	166		419
Non-current lease liabilities	9		1,332
Offices [Member]
Property, Plant and Equipment [Line Items]
Operating right-of-use asset	42		1,273	1,448
Total lease liabilities	134		1,612	2,020
Cars [Member]
Property, Plant and Equipment [Line Items]
Operating right-of-use asset	60		189	302
Total lease liabilities	$ 41		$ 139	$ 267

Related parties

12 Months Ended

Dec. 31, 2023

Related parties

14. Related parties

Israel Biotech Fund I, L.P., Israel Biotech Fund II, L.P., Arkin Bio Ventures L.P. hold each 20% of the company, in addition after converting the Convertible Loan in 2024, they collectively hold 75% of the Company’s shares, in addition they have three affiliated directors in the Company’s Board of Directors.

Schedule of Related Party Transactions

The following related party balances are included in the consolidated balance sheets:

	2023		2022
	December 31,
	2023		2022

Convertible Loan (1)	$	8,007	$	-

Long-term warrant liability (1)	$	5,915		-
Side Letter Agreement liabilities	$	8,175	$	-
Accrued expenses (2)	$	118	$	69

The following related party transactions are included in the consolidated statements of income (loss):

	2023		2022
	Year ended December 31,
	2023		2022

Financial expenses (income), net (1)	$	8,351	$	-

General and Administrative (2)	$	128	$	65

	(1)	In August and November 2023, the Company entered into Convertible Note agreement. See note 8.
	(2)	For director fees to members of Israel Biotech Fund I, L.P., Israel Biotech Fund II, L.P., Arkin Bio Ventures L.P.
	(3)	In November 2023, the Company entered into the Side Letter Agreement. See note 8.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
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-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1