Ayala Pharmaceuticals, Inc. (OTCPK:ADXS) entered into a definitive merger agreement to acquire BioSight Ltd. from Israel Biotech Fund, BioTelemetry, Inc., Arkin Bio Venture Partners Ltd., Primera Capital, SBI JI Innovation Advisory Ltd., Migdal Insurance Company Ltd., The Phoenix Insurance Company Ltd. and others on July 27, 2023. Upon completion of the merger, the combined company will operate under the name Ayala Pharmaceuticals, Inc., and will continue to trade on the OTCQX under Ayala?s current ticker symbol (?ADXS?). Certain of the current Biosight shareholders have agreed to support the proposed transaction.

Effective as of the closing of the merger, the combined company will be led by Ayala?s existing senior management team, with Ken Berlin serving as President and CEO. Additionally, the Board of Directors is expected to consist of nine members, including four designated by Ayala and four designated by Biosight, as well as Mr. Berlin. Under the terms of the merger agreement, upon completion of the merger, ownership of the combined company will be split, with 55% ownership going to Biosight stockholders and 45% going to Ayala stockholders.

The merger agreement has been unanimously approved by the Board of Directors of each company, by all directors entitled to vote. The transaction is expected to close prior to the end of the third quarter of 2023, subject to regulatory and other conditions including approval of Biosight stockholders. Morgan, Lewis & Bockius LLP and Meitar are serving as legal counsel to Ayala.

Goodwin Procter LLP and Horn & Co. Law Offices are serving as legal counsel to Biosight.