Cover
Cover | 9 Months Ended |
Jul. 31, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | Advaxis, Inc. |
Entity Central Index Key | 0001100397 |
Entity Primary SIC Number | 2834 |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Advaxis, Inc. |
Entity Address, Address Line Two | 9 Deer Park Drive |
Entity Address, Address Line Three | Suite K-1 |
Entity Address, City or Town | Monmouth Junction |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 08852 |
Contact Personnel Name | Kenneth A. Berlin |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
CURRENT ASSETS: | ||||||
Cash and Cash Equivalents | $ 28,150,000 | $ 41,614,000 | $ 25,178,000 | |||
Deferred expenses | 1,808,000 | |||||
Prepaid Expenses and other Current Assets | 1,667,000 | 1,643,000 | 865,000 | |||
Total Current Assets | 29,817,000 | 43,257,000 | 27,851,000 | |||
LONG-TERM ASSETS: | ||||||
Property and Equipment, Net | 73,000 | 118,000 | 2,393,000 | |||
Intangible assets (net of accumulated amortization) | 181,000 | 3,354,000 | 3,261,000 | |||
Operating right-of-use asset (net of accumulated amortization) | 19,000 | 40,000 | 4,839,000 | |||
Other Assets | 11,000 | 11,000 | 182,000 | |||
Total Assets | 30,101,000 | 46,780,000 | 38,526,000 | |||
CURRENT LIABILITIES: | ||||||
Accounts payable | 90,000 | 87,000 | 410,000 | |||
Accrued expenses | 1,510,000 | 2,836,000 | 1,737,000 | |||
Current portion of operating lease liability | 19,000 | 28,000 | 962,000 | |||
Deferred revenue | 165,000 | |||||
Common stock warrant liability | 287,000 | 4,929,000 | 17,000 | |||
Total Current Liabilities | 1,906,000 | 7,880,000 | 3,291,000 | |||
LONG TERM LIABILITIES: | ||||||
Operating lease liability, net of current portion | 12,000 | 5,055,000 | ||||
Total liabilities | 1,906,000 | 7,892,000 | 8,346,000 | |||
Contingencies – Note 8 | ||||||
Series D convertible preferred stock- $0.001 par value; 0 shares authorized, 0 shares issued and outstanding at July 31, 2022 and October 31, 2021. | ||||||
STOCKHOLDERS’ STOCKHOLDERS’ EQUITY: | ||||||
Preferred stock, $0.001 par value; 5,000,000 shares authorized, 0 shares issued and outstanding at July 31, 2022 and October 31, 2021. | ||||||
Common Stock of $0.01 par value per share; 200,000,000 shares authorized at December 31, 2021 and September 30, 2022; 14,820,727 and 14,080,383 shares issued at September 30, 2022 and December 31, 2021, respectively; 14,301,984 and 13,956,035 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 2,000 | 2,000 | 1,000 | |||
Additional Paid-in Capital | 466,561,000 | 467,486,000 | 440,917,000 | |||
Accumulated Deficit | (438,368,000) | (428,600,000) | (410,738,000) | |||
Total Stockholders’ Equity | 28,195,000 | 38,888,000 | 30,180,000 | |||
Total Liabilities and Stockholders’ Equity | $ 30,101,000 | $ 46,780,000 | $ 38,526,000 | |||
Ayala Pharmaceuticals Inc [Member] | ||||||
CURRENT ASSETS: | ||||||
Cash and Cash Equivalents | $ 11,195,000 | $ 36,982,000 | $ 42,025,000 | |||
Short-term Restricted Bank Deposits | 110,000 | 122,000 | 90,000 | |||
Trade Receivables | 129,000 | 681,000 | ||||
Prepaid Expenses and other Current Assets | 1,598,000 | 2,636,000 | 1,444,000 | |||
Total Current Assets | 13,032,000 | 39,740,000 | 44,240,000 | |||
LONG-TERM ASSETS: | ||||||
Property and Equipment, Net | 999,000 | 1,120,000 | 1,283,000 | |||
Other Assets | 229,000 | 267,000 | 305,000 | |||
Total Long-Term Assets | 1,228,000 | 1,387,000 | 1,588,000 | |||
Total Assets | 14,260,000 | 41,127,000 | 45,828,000 | |||
CURRENT LIABILITIES: | ||||||
Trade Payables | 2,326,000 | 3,214,000 | 3,726,000 | |||
Accrued expenses | 3,379,000 | 3,258,000 | 3,151,000 | |||
Total Current Liabilities | 5,705,000 | 6,472,000 | 6,877,000 | |||
LONG TERM LIABILITIES: | ||||||
Long-term Rent Liability | 396,000 | 497,000 | 553,000 | |||
Total Long-Term Liabilities | 396,000 | 497,000 | 553,000 | |||
STOCKHOLDERS’ STOCKHOLDERS’ EQUITY: | ||||||
Common Stock of $0.01 par value per share; 200,000,000 shares authorized at December 31, 2021 and September 30, 2022; 14,820,727 and 14,080,383 shares issued at September 30, 2022 and December 31, 2021, respectively; 14,301,984 and 13,956,035 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 139,000 | 139,000 | 128,000 | |||
Additional Paid-in Capital | 147,586,000 | 145,160,000 | 109,157,000 | |||
Accumulated Deficit | (139,566,000) | (111,141,000) | (70,887,000) | |||
Total Stockholders’ Equity | 8,159,000 | 34,158,000 | 38,398,000 | |||
Total Liabilities and Stockholders’ Equity | $ 14,260,000 | $ 41,127,000 | $ 45,828,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, shares issued | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Preferred stock, liquidation preference value | $ 0 | $ 0 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 170,000,000 | 170,000,000 | 170,000,000 | |||
Common stock, shares outstanding | 1,815,951 | 1,820,452 | 975,897 | |||
Common stock, shares issued | 1,815,951 | 1,820,452 | 975,897 | |||
Ayala Pharmaceuticals Inc [Member] | ||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock, shares outstanding | 14,301,984 | 13,956,035 | 12,728,446 | |||
Common stock, shares issued | 14,820,727 | 14,080,383 | 12,824,463 | |||
Series D Convertible Redeemable Preferred Stock [Member] | ||||||
Temporary equity, par value | $ 0.001 | $ 0.001 | ||||
Temporary equity, shares authorized | 0 | 0 | ||||
Temporary equity, shares issued | 0 | 0 | ||||
Temporary equity, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
Revenues from licensing agreement | $ 250,000 | $ 250,000 | $ 3,240,000 | $ 3,240,000 | $ 253,000 | |||||||
Gross profit | 3,240,000 | 253,000 | ||||||||||
Operating expenses: | ||||||||||||
Research and development | 2,233,000 | 1,703,000 | 5,371,000 | 8,616,000 | 10,562,000 | 15,612,000 | ||||||
General and administrative | 2,053,000 | 2,678,000 | 6,331,000 | 9,038,000 | 11,464,000 | 11,090,000 | ||||||
Intangible asset impairment | 3,005,000 | 3,005,000 | ||||||||||
Total operating expenses | 7,291,000 | 4,381,000 | 14,707,000 | 17,654,000 | 22,026,000 | 26,702,000 | ||||||
Operating loss | (7,291,000) | (4,131,000) | (14,457,000) | (14,414,000) | (18,786,000) | (26,449,000) | ||||||
Other income (expense): | ||||||||||||
Interest income, net | 50,000 | 1,000 | 57,000 | 3,000 | 5,000 | 110,000 | ||||||
Net changes in fair value of derivative liabilities | 276,000 | 846,000 | 4,685,000 | 1,814,000 | 970,000 | |||||||
Loss on shares issued in settlement of warrants | (77,000) | |||||||||||
Other income (expense) | 2,000 | (3,000) | 229,000 | (1,000) | (3,000) | |||||||
Loss before income tax | (6,963,000) | (3,284,000) | (9,718,000) | (12,368,000) | (17,812,000) | (26,419,000) | ||||||
Taxes on income | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | |||||||
Net loss | (6,963,000) | (3,334,000) | (9,768,000) | (12,418,000) | $ (17,862,000) | $ (26,469,000) | ||||||
Accretion of discount and redemption feature of convertible preferred stock | (1,025,000) | |||||||||||
Income available to common stockholders | $ (6,963,000) | $ (3,334,000) | $ (10,793,000) | $ (12,418,000) | ||||||||
Net Loss per share, basic and diluted | $ (3.83) | $ (1.83) | $ (5.93) | $ (8.04) | $ (11.07) | $ (34.71) | ||||||
Weighted average common shares outstanding, basic and diluted | 1,817,761 | 1,820,452 | 1,819,545 | 1,543,927 | 1,613,634 | 762,548 | ||||||
Ayala Pharmaceuticals Inc [Member] | ||||||||||||
Revenues from licensing agreement | $ 91,000 | $ 625,000 | $ 587,000 | $ 2,360,000 | $ 3,506,000 | $ 3,708,000 | ||||||
Cost of services | (91,000) | (625,000) | (497,000) | (2,360,000) | (3,506,000) | (3,708,000) | ||||||
Gross profit | 90,000 | |||||||||||
Operating expenses: | ||||||||||||
Research and development | 7,196,000 | 7,368,000 | 20,279,000 | 22,414,000 | 29,941,000 | 22,406,000 | ||||||
General and administrative | 2,885,000 | 2,198,000 | 7,586,000 | 7,037,000 | 9,277,000 | 7,371,000 | ||||||
Operating loss | (10,081,000) | (9,566,000) | (27,775,000) | (29,451,000) | (39,218,000) | (29,777,000) | ||||||
Financial Income (Loss), net | (1,000) | (63,000) | (141,000) | (177,000) | (260,000) | 56,000 | ||||||
Other income (expense): | ||||||||||||
Loss before income tax | (10,082,000) | (9,629,000) | (27,916,000) | (29,628,000) | (39,478,000) | (29,721,000) | ||||||
Taxes on income | (106,000) | (167,000) | (509,000) | (577,000) | (776,000) | (425,000) | ||||||
Net loss | $ (10,188,000) | $ (9,796,000) | $ (28,425,000) | $ (30,205,000) | $ (40,254,000) | $ (30,146,000) | ||||||
Net Loss per share, basic and diluted | $ (0.66) | $ (0.68) | $ (1.85) | $ (2.14) | $ (2.80) | $ (3.06) | ||||||
Weighted average common shares outstanding, basic and diluted | 15,482,809 | 14,483,629 | 15,365,342 | 14,130,993 | 14,398,905 | 9,860,610 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholder's Equity - USD ($) $ in Thousands | Series A Preferred Stock [Member] Preferred Stock [Member] | Series A Preferred Stock [Member] Preferred Stock [Member] Ayala Pharmaceuticals Inc [Member] | Series B Preferred Stock [Member] Preferred Stock [Member] | Series B Preferred Stock [Member] Preferred Stock [Member] Ayala Pharmaceuticals Inc [Member] | Preferred Stock [Member] | Parent [Member] | Parent [Member] Ayala Pharmaceuticals Inc [Member] | Common Stock [Member] | Common Stock [Member] Ayala Pharmaceuticals Inc [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Ayala Pharmaceuticals Inc [Member] | Retained Earnings [Member] | Retained Earnings [Member] Ayala Pharmaceuticals Inc [Member] | Total | Ayala Pharmaceuticals Inc [Member] |
Beginning balance, value at Oct. 31, 2019 | $ 1 | $ 423,799 | $ (384,269) | $ 39,531 | |||||||||||
Balance, shares at Oct. 31, 2019 | 627,497 | ||||||||||||||
Share based compensation | 891 | 891 | |||||||||||||
Share based compensation, shares | 110 | ||||||||||||||
Tax withholdings paid on equity awards | (1) | (1) | |||||||||||||
Tax shares sold to pay for tax withholdings on equity awards | 1 | 1 | |||||||||||||
Issuance of shares to employees under ESPP Plan | 7 | 7 | |||||||||||||
Issuance of shares to employees under ESPP Plan, shares | 176 | ||||||||||||||
ESPP Expense | 1 | 1 | |||||||||||||
Warrant exercises | 2 | 2 | |||||||||||||
Warrant exercises, shares | 423 | ||||||||||||||
Shares issued in settlement of warrants | 77 | 77 | |||||||||||||
Shares issued in settlement of warrants, shares, shares | 37,500 | ||||||||||||||
Advaxis public offerings, net of offering costs | 11,066 | 11,066 | |||||||||||||
Advaxis public offerings, net of offering costs, shares | 156,113 | ||||||||||||||
Commitment fee shares issued for equity line | 644 | 644 | |||||||||||||
Commitment fee shares issued for equity line, shares | 13,553 | ||||||||||||||
Shares issued under equity line | 4,430 | 4,430 | |||||||||||||
Shares issued under equity line, shares | 140,525 | ||||||||||||||
Net Loss | (26,469) | (26,469) | |||||||||||||
Ending balance, value at Oct. 31, 2020 | $ 1 | 440,917 | (410,738) | 30,180 | |||||||||||
Balance, shares at Oct. 31, 2020 | 975,897 | ||||||||||||||
Beginning balance, value at Dec. 31, 2019 | $ 23,823 | $ 29,550 | $ 53,373 | $ 51 | $ 1,770 | $ (40,741) | $ (38,920) | ||||||||
Balance, shares at Dec. 31, 2019 | 3,679,778 | 3,750,674 | 4,998,874 | ||||||||||||
Share based compensation | 1,569 | 1,569 | |||||||||||||
Share based compensation, shares | 18,662 | ||||||||||||||
Exercise of stock options | $ 1 | 280 | 281 | ||||||||||||
Exercise of stock options, shares | 54,999 | ||||||||||||||
Conversion of Preferred Stock into Common stock | $ (23,823) | $ (29,550) | (53,373) | $ 37 | 53,336 | 53,373 | |||||||||
Conversion of Preferred Stock into Common stock, shares | (3,679,778) | (3,750,674) | 3,715,222 | ||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | $ 39 | 52,202 | 52,241 | ||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 3,940,689 | ||||||||||||||
Net Loss | (30,146) | (30,146) | |||||||||||||
Ending balance, value at Dec. 31, 2020 | $ 128 | 109,157 | (70,887) | 38,398 | |||||||||||
Balance, shares at Dec. 31, 2020 | 12,728,446 | ||||||||||||||
Beginning balance, value at Oct. 31, 2020 | $ 1 | 440,917 | (410,738) | 30,180 | |||||||||||
Balance, shares at Oct. 31, 2020 | 975,897 | ||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | $ 1 | 8,549 | 8,550 | ||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 383,333 | ||||||||||||||
Warrant exercises | 2,586 | 2,586 | |||||||||||||
Warrant exercises, shares | 92,375 | ||||||||||||||
Net Loss | (3,977) | (3,977) | |||||||||||||
Ending balance, value at Jan. 31, 2021 | $ 2 | 452,288 | (414,715) | 37,575 | |||||||||||
Balance, shares at Jan. 31, 2021 | 1,451,605 | ||||||||||||||
Beginning balance, value at Oct. 31, 2020 | $ 1 | 440,917 | (410,738) | 30,180 | |||||||||||
Balance, shares at Oct. 31, 2020 | 975,897 | ||||||||||||||
Net Loss | (12,418) | ||||||||||||||
Ending balance, value at Jul. 31, 2021 | $ 2 | 467,431 | (423,156) | 44,277 | |||||||||||
Balance, shares at Jul. 31, 2021 | 1,820,452 | ||||||||||||||
Beginning balance, value at Oct. 31, 2020 | $ 1 | 440,917 | (410,738) | 30,180 | |||||||||||
Balance, shares at Oct. 31, 2020 | 975,897 | ||||||||||||||
Share based compensation | 566 | 566 | |||||||||||||
Share based compensation, shares | 69 | ||||||||||||||
Exercise of stock options | |||||||||||||||
Exercise of stock options, shares | 4 | 4 | |||||||||||||
Issuance of shares to employees under ESPP Plan | |||||||||||||||
Issuance of shares to employees under ESPP Plan, shares | 12 | ||||||||||||||
Warrant exercises | 3,771 | 3,771 | |||||||||||||
Warrant exercises, shares | 230,343 | ||||||||||||||
Advaxis public offerings, net of offering costs | $ 1 | 22,232 | 22,233 | ||||||||||||
Advaxis public offerings, net of offering costs, shares | 614,127 | ||||||||||||||
Net Loss | (17,862) | (17,862) | |||||||||||||
Ending balance, value at Oct. 31, 2021 | $ 2 | 467,486 | (428,600) | 38,888 | |||||||||||
Balance, shares at Oct. 31, 2021 | 1,820,452 | ||||||||||||||
Beginning balance, value at Dec. 31, 2020 | $ 128 | 109,157 | (70,887) | 38,398 | |||||||||||
Balance, shares at Dec. 31, 2020 | 12,728,446 | ||||||||||||||
Share based compensation | 1,964 | 1,964 | |||||||||||||
Share based compensation, shares | 36,990 | ||||||||||||||
Exercise of stock options | 54 | 54 | |||||||||||||
Exercise of stock options, shares | 8,186 | ||||||||||||||
Proceeds from Issuance of common stocks and warrants, net of Issuance Cost | $ 3 | 23,319 | 23,322 | ||||||||||||
Proceeds from Issuance of common stocks and warrants, net of Issuance Cost, shares | 333,333 | ||||||||||||||
Net Loss | (30,205) | (30,205) | |||||||||||||
Proceeds from issuance of common stock, net of issuance costs of $14 | $ 4 | 5,847 | 5,851 | ||||||||||||
Proceeds from Issuance of common stocks, net of Issuance Cost, shares | 442,407 | ||||||||||||||
Ending balance, value at Sep. 30, 2021 | $ 135 | 140,341 | (101,092) | 39,384 | |||||||||||
Balance, shares at Sep. 30, 2021 | 13,549,362 | ||||||||||||||
Beginning balance, value at Dec. 31, 2020 | $ 128 | 109,157 | (70,887) | 38,398 | |||||||||||
Balance, shares at Dec. 31, 2020 | 12,728,446 | ||||||||||||||
Share based compensation | 2,684 | 2,684 | |||||||||||||
Share based compensation, shares | 48,834 | ||||||||||||||
Exercise of stock options | 101 | $ 101 | |||||||||||||
Exercise of stock options, shares | 18,328 | 18,328,000 | |||||||||||||
Proceeds from Issuance of common stocks and warrants, net of Issuance Cost | $ 3 | 23,259 | $ 23,262 | ||||||||||||
Proceeds from Issuance of common stocks and warrants, net of Issuance Cost, shares | 333,333 | ||||||||||||||
Proceeds from Issuance of common stock net of issuance cost of $438 | $ 8 | 9,959 | 9,967 | ||||||||||||
Proceeds from Issuance of common stock net of issuance cost, shares | 827,094 | ||||||||||||||
Net Loss | (40,254) | (40,254) | |||||||||||||
Ending balance, value at Dec. 31, 2021 | $ 139 | 145,160 | (111,141) | 34,158 | |||||||||||
Balance, shares at Dec. 31, 2021 | 13,956,035 | ||||||||||||||
Beginning balance, value at Jan. 31, 2021 | $ 2 | 452,288 | (414,715) | 37,575 | |||||||||||
Balance, shares at Jan. 31, 2021 | 1,451,605 | ||||||||||||||
Exercise of stock options | |||||||||||||||
Exercise of stock options, shares | 4 | ||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | 13,683 | 13,683 | |||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 230,794 | ||||||||||||||
Warrant exercises | 1,185 | 1,185 | |||||||||||||
Warrant exercises, shares | 137,968 | ||||||||||||||
Net Loss | (5,107) | (5,107) | |||||||||||||
Ending balance, value at Apr. 30, 2021 | $ 2 | 467,371 | (419,822) | 47,551 | |||||||||||
Balance, shares at Apr. 30, 2021 | 1,820,452 | ||||||||||||||
Net Loss | (3,334) | (3,334) | |||||||||||||
Ending balance, value at Jul. 31, 2021 | $ 2 | 467,431 | (423,156) | 44,277 | |||||||||||
Balance, shares at Jul. 31, 2021 | 1,820,452 | ||||||||||||||
Beginning balance, value at Jun. 30, 2021 | $ 131 | 133,925 | (91,296) | 42,760 | |||||||||||
Balance, shares at Jun. 30, 2021 | 13,092,925 | ||||||||||||||
Share based compensation | 545 | 545 | |||||||||||||
Share based compensation, shares | 11,844 | ||||||||||||||
Exercise of stock options | 24 | 24 | |||||||||||||
Exercise of stock options, shares | 2,186 | ||||||||||||||
Net Loss | (9,796) | (9,796) | |||||||||||||
Proceeds from issuance of common stock, net of issuance costs of $14 | $ 4 | 5,847 | 5,851 | ||||||||||||
Proceeds from Issuance of common stocks, net of Issuance Cost, shares | 442,407 | ||||||||||||||
Ending balance, value at Sep. 30, 2021 | $ 135 | 140,341 | (101,092) | 39,384 | |||||||||||
Balance, shares at Sep. 30, 2021 | 13,549,362 | ||||||||||||||
Beginning balance, value at Oct. 31, 2021 | $ 2 | 467,486 | (428,600) | 38,888 | |||||||||||
Balance, shares at Oct. 31, 2021 | 1,820,452 | ||||||||||||||
Net Loss | (365) | (365) | |||||||||||||
Ending balance, value at Jan. 31, 2022 | $ 2 | 467,512 | (428,965) | 38,549 | |||||||||||
Balance, shares at Jan. 31, 2022 | 1,820,452 | ||||||||||||||
Beginning balance, value at Oct. 31, 2021 | $ 2 | 467,486 | (428,600) | 38,888 | |||||||||||
Balance, shares at Oct. 31, 2021 | 1,820,452 | ||||||||||||||
Net Loss | (9,768) | ||||||||||||||
Ending balance, value at Jul. 31, 2022 | $ 2 | 466,561 | (438,368) | 28,195 | |||||||||||
Balance, shares at Jul. 31, 2022 | 1,815,951 | ||||||||||||||
Beginning balance, value at Dec. 31, 2021 | $ 139 | 145,160 | (111,141) | 34,158 | |||||||||||
Balance, shares at Dec. 31, 2021 | 13,956,035 | ||||||||||||||
Ending balance, value at Jan. 31, 2022 | $ 2 | 467,512 | (428,965) | 38,549 | |||||||||||
Balance, shares at Jan. 31, 2022 | 1,820,452 | ||||||||||||||
Beginning balance, value at Dec. 31, 2021 | $ 139 | 145,160 | (111,141) | 34,158 | |||||||||||
Balance, shares at Dec. 31, 2021 | 13,956,035 | ||||||||||||||
Share based compensation | 1,914 | 1,914 | |||||||||||||
Share based compensation, shares | 35,532 | ||||||||||||||
Net Loss | (28,425) | (28,425) | |||||||||||||
Proceeds from issuance of common stock, net of issuance costs of $14 | 512 | 512 | |||||||||||||
Proceeds from Issuance of common stocks, net of Issuance Cost, shares | 310,417 | ||||||||||||||
Ending balance, value at Sep. 30, 2022 | $ 139 | 147,586 | (139,566) | 8,159 | |||||||||||
Balance, shares at Sep. 30, 2022 | 14,301,984 | ||||||||||||||
Beginning balance, value at Jan. 31, 2022 | $ 2 | 467,512 | (428,965) | 38,549 | |||||||||||
Balance, shares at Jan. 31, 2022 | 1,820,452 | ||||||||||||||
Net Loss | (2,440) | (2,440) | |||||||||||||
Ending balance, value at Apr. 30, 2022 | $ 2 | 466,554 | (431,405) | 35,151 | |||||||||||
Balance, shares at Apr. 30, 2022 | 1,820,452 | ||||||||||||||
Net Loss | (6,963) | (6,963) | |||||||||||||
Ending balance, value at Jul. 31, 2022 | $ 2 | $ 466,561 | $ (438,368) | $ 28,195 | |||||||||||
Balance, shares at Jul. 31, 2022 | 1,815,951 | ||||||||||||||
Beginning balance, value at Jun. 30, 2022 | $ 139 | 146,602 | (129,378) | 17,363 | |||||||||||
Balance, shares at Jun. 30, 2022 | 13,984,622 | ||||||||||||||
Share based compensation | 516 | 516 | |||||||||||||
Share based compensation, shares | 11,845 | ||||||||||||||
Net Loss | (10,188) | (10,188) | |||||||||||||
Proceeds from issuance of common stock, net of issuance costs of $14 | 468 | 468 | |||||||||||||
Proceeds from Issuance of common stocks, net of Issuance Cost, shares | 305,517 | ||||||||||||||
Ending balance, value at Sep. 30, 2022 | $ 139 | $ 147,586 | $ (139,566) | $ 8,159 | |||||||||||
Balance, shares at Sep. 30, 2022 | 14,301,984 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholder's Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net of Issuance cost | $ 2,730 | |||||
Ayala Pharmaceuticals Inc [Member] | ||||||
Net of Issuance cost | $ 14 | $ 337 | $ 16 | $ 337 | $ 438 | $ 2,730 |
Issuance of common stocks and warrants, net of Issuance cost | $ 1,665 | $ 1,724 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net Loss | $ (9,768,000) | $ (12,418,000) | $ (17,862,000) | $ (26,469,000) | ||||
Adjustments to Reconcile Net Loss to Net Cash used in Operating Activities: | ||||||||
Shared Based Compensation | 74,000 | 511,000 | 566,000 | 891,000 | ||||
Employee stock purchase plan expense | 1,000 | |||||||
Gain on change in value of warrants | (4,642,000) | (1,814,000) | (970,000) | |||||
Gain on change in value of preferred stock redemption liability | (43,000) | |||||||
Loss on shares issued in settlement of warrants | 77,000 | |||||||
Loss on disposal of property and equipment | 1,530,000 | 1,439,000 | ||||||
Loss on write-down of property and equipment | 1,060,000 | |||||||
Abandonment of intangible assets | 159,000 | 90,000 | 94,000 | 1,725,000 | ||||
Impairment charges on intangible assets | 3,005,000 | |||||||
Depreciation | 45,000 | 366,000 | 387,000 | 897,000 | ||||
Amortization of deferred offering costs | 644,000 | |||||||
Amortization expense of intangible assets | 210,000 | 203,000 | 273,000 | 337,000 | ||||
Amortization of right-of-use asset | 21,000 | 327,000 | 330,000 | 744,000 | ||||
Net gain on write-off of right-of-use asset and lease liability | (116,000) | (116,000) | ||||||
Change in operating assets and liabilities: | ||||||||
(Increase) decrease in Prepaid Expenses and Other Assets | (24,000) | 488,000 | 1,030,000 | 1,113,000 | ||||
(Increase) decrease in Trade Receivables | ||||||||
Decrease in Trade Payables | ||||||||
Increase (Decrease) in other Accounts Payable | ||||||||
Other assets | 171,000 | 171,000 | 1,000 | |||||
Accounts payable and accrued expenses | (1,323,000) | 513,000 | 776,000 | (2,307,000) | ||||
Deferred revenue | (165,000) | (165,000) | 165,000 | |||||
Operating lease liabilities | (21,000) | (1,389,000) | (1,392,000) | (819,000) | ||||
Net Cash used in Operating Activities | (12,307,000) | (11,703,000) | (15,439,000) | (21,940,000) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Proceeds from disposal of property and equipment | 219,000 | 449,000 | ||||||
Proceeds from Maturities of Long-Term Deposits | ||||||||
Purchase of Property and Equipment | ||||||||
Cost of intangible assets | (201,000) | (323,000) | (460,000) | (748,000) | ||||
Net Cash provided by (used in) Investing Activities | (201,000) | (104,000) | (11,000) | (748,000) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Net proceeds of issuance of Series D preferred stock | 4,312,000 | |||||||
Proceeds from Issuance of Shares, net | 28,115,000 | 28,115,000 | 15,496,000 | |||||
Fractional shares cashed out | (18,000) | |||||||
Redemption of Series D preferred stock | (5,250,000) | |||||||
Exercise of Stock Options | ||||||||
Issuance of shares and warrants, net | ||||||||
Warrant exercises | 3,771,000 | 3,771,000 | ||||||
Proceeds from employee stock purchase plan | 7,000 | |||||||
Employee tax withholdings paid on equity awards | (1,000) | |||||||
Tax shares sold to pay for employee tax withholdings on equity awards | 1,000 | |||||||
Net Cash provided by Financing Activities | (956,000) | 31,886,000 | 31,886,000 | 15,503,000 | ||||
Decrease in Cash and Cash Equivalents and Restricted Bank Deposits | (13,464,000) | 20,079,000 | 16,436,000 | (7,185,000) | ||||
Cash and Cash Equivalents and Restricted Bank Deposits at Beginning of the period | 41,614,000 | 25,178,000 | 25,178,000 | 32,363,000 | ||||
Cash and Cash Equivalents and Restricted Bank Deposits at End of the period | 28,150,000 | 45,257,000 | 41,614,000 | 25,178,000 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
Cash Received for Income Taxes | ||||||||
Cash Received for Interest | ||||||||
Tax Paid in Cash | 50,000 | 50,000 | 50,000 | 50,000 | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | ||||||||
Restricted Cash | 122,000 | 90,000 | ||||||
Restricted Cash in Other Assets | 235,000 | 255,000 | ||||||
Reclassification of preferred stock redemption liability into equity upon redemption of preferred stock | 44,000 | |||||||
Accretion of discount and redemption feature of convertible preferred stock | $ 1,025,000 | |||||||
Shares issued in settlement of warrants | 77,000 | |||||||
Commitment fee shares issued for equity line | 644,000 | |||||||
Cashless exercise of warrants | 2,000 | |||||||
Reassessment of the lease term | 43,000 | |||||||
Non-cash deferred issuance costs | ||||||||
Cash and Cash Equivalents | 11,195,000 | 40,840,000 | ||||||
Restricted Bank Deposits | 110,000 | 120,000 | ||||||
Restricted Bank Deposits in Other Assets | 204,000 | 224,000 | ||||||
Cash and Cash Equivalents and Restricted Bank Deposits at End of the Period | $ 11,509,000 | $ 41,184,000 | ||||||
Ayala Pharmaceuticals Inc [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net Loss | $ (28,425,000) | $ (30,205,000) | $ (40,254,000) | $ (30,146,000) | ||||
Adjustments to Reconcile Net Loss to Net Cash used in Operating Activities: | ||||||||
Shared Based Compensation | 1,914,000 | 1,964,000 | 2,684,000 | 1,569,000 | ||||
Depreciation | 121,000 | 140,000 | 168,000 | 182,000 | ||||
Change in operating assets and liabilities: | ||||||||
(Increase) decrease in Prepaid Expenses and Other Assets | 1,045,000 | (1,546,000) | (1,174,000) | (1,029,000) | ||||
(Increase) decrease in Trade Receivables | (129,000) | 308,000 | 681,000 | (212,000) | ||||
Decrease in Trade Payables | (888,000) | (993,000) | (512,000) | 451,000 | ||||
Increase (Decrease) in other Accounts Payable | 20,000 | (232,000) | 51,000 | 1,644,000 | ||||
Net Cash used in Operating Activities | (26,342,000) | (30,564,000) | (38,356,000) | (27,541,000) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Proceeds from Maturities of Long-Term Deposits | 226,000 | |||||||
Purchase of Property and Equipment | (5,000) | (5,000) | (45,000) | |||||
Net Cash provided by (used in) Investing Activities | (5,000) | (5,000) | 181,000 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from Issuance of Shares, net | 6,007,000 | 9,967,000 | 52,641,000 | |||||
Exercise of Stock Options | 54,000 | 101,000 | 281,000 | |||||
Issuance of shares and warrants, net | 512,000 | 23,322,000 | 23,262,000 | |||||
Net Cash provided by Financing Activities | 512,000 | 29,383,000 | 33,330,000 | 52,922,000 | ||||
Decrease in Cash and Cash Equivalents and Restricted Bank Deposits | 25,830,000 | 1,186,000 | (5,031,000) | 25,562,000 | ||||
Cash and Cash Equivalents and Restricted Bank Deposits at Beginning of the period | 37,339,000 | 42,370,000 | 42,370,000 | 16,808,000 | ||||
Cash and Cash Equivalents and Restricted Bank Deposits at End of the period | 11,509,000 | 41,184,000 | 37,339,000 | 42,370,000 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
Cash Received for Income Taxes | 32,000 | |||||||
Cash Received for Interest | 63,000 | 12,000 | 58,000 | |||||
Tax Paid in Cash | 182,000 | 128,000 | 209,000 | 300,000 | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | ||||||||
Restricted Cash | 122,000 | 90,000 | ||||||
Restricted Cash in Other Assets | 235,000 | 255,000 | ||||||
Non-cash deferred issuance costs | 156,000 | 400,000 | ||||||
Cash and Cash Equivalents | 11,195,000 | 40,840,000 | 36,982,000 | 42,025,000 | ||||
Restricted Bank Deposits | 110,000 | 120,000 | ||||||
Restricted Bank Deposits in Other Assets | 204,000 | 224,000 | ||||||
Cash and Cash Equivalents and Restricted Bank Deposits at End of the Period | $ 11,509,000 | $ 41,184,000 | $ 37,339,000 | $ 42,370,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Advaxis, Inc. (“Advaxis” or the “Company”) is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Listeria monocytogenes Lm Lm Lm Lm TM ● Alerting and training the immune system by activating multiple pathways in Antigen-Presenting Cells (“APCs”) with the equivalent of multiple adjuvants; ● Attacking the tumor by generating a strong, cancer-specific T cell response; and ● Breaking down tumor protection through suppression of the protective cells in the tumor microenvironment (“TME”) that shields the tumor from the immune system. This enables the activated T cells to begin working to attack the tumor cells. Advaxis’ proprietary Lm Lm COVID-19 On March 11, 2020, the World Health Organization characterized the outbreak of the novel coronavirus (“COVID-19”) as a global pandemic and recommended containment and mitigation measures. Since then, extraordinary actions have been taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world. The continued impact of the COVID-19 pandemic cannot be predicted at this time. Liquidity and Capital Resources Liquidity and Management’s Plans Similar to other development stage biotechnology companies, the Company’s products that are being developed have not generated significant revenue. As a result, the Company has suffered recurring losses and requires significant cash resources to execute its business plans. These losses are expected to continue for the foreseeable future. As of July 31, 2022, the Company had approximately $ 28.2 The Company recognizes it will need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to further scale back its operations. | 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION NATURE OF OPERATIONS Advaxis, Inc. (“Advaxis” or the “Company”) is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Listeria monocytogenes Lm Lm Lm Lm TM ● Alerting and training the immune system by activating multiple pathways in Antigen-Presenting Cells (“APCs”) with the equivalent of multiple adjuvants; ● Attacking the tumor by generating a strong, cancer-specific T cell response; and ● Breaking down tumor protection through suppression of the protective cells in the tumor microenvironment (“TME”) that shields the tumor from the immune system. This enables the activated T cells to begin working to attack the tumor cells. Advaxis’ proprietary Lm Lm Termination of Merger Agreement; Strategic Considerations On July 4, 2021, the Company entered into a Merger Agreement (the “Merger Agreement”), subject to shareholder approval, with Biosight Ltd. (“Biosight”) and Advaxis Ltd. (“Merger Sub”), a direct, wholly-owned subsidiary of Advaxis. Under the terms of the agreement, Biosight was to merge with and into Merger Sub, with Biosight continuing as the surviving company and a wholly-owned subsidiary of Advaxis (the “Merger”). Immediately after the merger, Advaxis stockholders as of immediately prior to the merger were expected to own approximately 25 75 On December 30, 2021, the Company terminated the Merger Agreement, as the Company was unable to obtain shareholder approval to complete the transaction. As announced in December 2021, the Company plans to continue to explore additional options to maximize stockholder value. Liquidity and Management’s Plans Similar to other development stage biotechnology companies, the Company’s products that are being developed have not generated significant revenue. As a result, the Company has suffered recurring losses and requires significant cash resources to execute its business plans. These losses are expected to continue for the foreseeable future. As of October 31, 2021, the Company had approximately $ 41.6 3.8 In April 2021, the Company entered into definitive agreements with two healthcare-focused, institutional investors for the purchase of (i) 219,718 shares of common stock, (ii) 95,899 pre-funded warrants to purchase 95,899 shares of common stock and (iii) registered common share purchase warrants to purchase 140,552 shares of common stock (“Accompanying Warrants”) in a registered direct offering (the “April 2021 Registered Direct Offering”). The Company also issued to the investors, in a concurrent private placement (the “April 2021 Private Placement” and together with the April 2021 Registered Direct Offering, the “April 2021 Offering”), unregistered common share purchase warrants to purchase 175,065 shares of the Company’s common stock (the “Private Placement Warrants”). The Company received gross proceeds of approximately $ 20 million, before deducting the fees and expenses payable by the Company in connection with the April 2021 Offering. On November 27, 2020, the Company completed an underwritten public offering of 333,333 shares of common stock and common stock warrants to purchase up to 166,674 shares of common stock (the “November 2020 Offering”). On November 24, 2020, the underwriters notified the Company that they had exercised their option to purchase an additional 50,000 shares of common stock and 25,000 warrants in full. The Company received gross proceeds of approximately $ 9.2 million, before deducting the fees and expenses payable by the Company in connection with the November 2020 Offering. The Company recognizes it will need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to further scale back its operations. | |
Ayala Pharmaceuticals Inc [Member] | |||
NATURE OF OPERATIONS | 1. General NATURE OF OPERATIONS a) Ayala Pharmaceuticals, Inc. (the “Company”) was incorporated in November 2017. The Company is a clinical stage oncology company dedicated to developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. The Company’s current portfolio of product candidates, AL101 and AL102, target the aberrant activation of the Notch pathway with gamma secretase inhibitors. b) In 2017, the Company entered into an exclusive worldwide license agreement with respect to AL101 and AL102. See note 5. c) The Company’s lead product candidates, AL101 and AL102, have completed preclinical and Phase 1 studies. AL102 is currently being evaluated in a pivotal Phase 2/3 trial (RINGSIDE) in patients with Desmoids tumors and is being evaluated in a Phase 1 clinical trial in combination with Novartis’ BMCA targeting agent, WVT078, in Patients with relapsed/refractory Multiple Myeloma. AL101 is currently being evaluated in a Phase 2 trial (ACCURACY) in patients with R/M ACC bearing Notch-activating mutations is ongoing. d) The Company has a wholly-owned Israeli subsidiary, Ayala-Oncology Israel Ltd. (the “Subsidiary”), which was incorporated in November 2017. Initial Public Offering and Other Transactions On May 12, 2020, the Company completed the sale of shares of its common stock in its IPO. In connection with the IPO, the Company issued and sold 3,940,689 0.01 274,022 15.00 52.2 In connection with the IPO, the Company effected a one-for-two reverse stock split of its Common Stock which became effective on May 4, 2020. Upon the closing of the IPO, all of the outstanding shares of Series A preferred stock and Series B preferred stock automatically converted into an aggregate of 3,715,222 On February 19, 2021, the Company entered into a Securities Purchase Agreement (the “2021 Purchase Agreement”) with the purchasers named therein (the “Investors”). Pursuant to the 2021 Purchase Agreement, the company agreed to sell (i) an aggregate of 333,333 shares of our common stock (the “Private Placement Shares”), par value $0.01 per share, together with warrants to purchase an aggregate of 116,666 shares of its Common Stock with an exercise price of $18.10 per share (the “Common Warrants”), for an aggregate purchase price of $4,999,995.00 and (ii) pre-funded warrants to purchase an aggregate of 1,333,333 shares of its Common Stock with an exercise price of $0.01 per share (the “Pre-Funded Warrants” and collectively with the Common Warrants, the “Private Placement Warrants”), together with an aggregate of 466,666 Common Warrants, for an aggregate purchase price of $19,986,661.67 (collectively, the “Private Placement”). The Private Placement closed on February 23, 2021. In June 2021, the Company entered into an Open Market Sales Agreement, or the Sales Agreement, with Jefferies LLC, or Jefferies, as sales agent, pursuant to which the Company may, from time to time, issue and sell Common Stock with an aggregate value of up to $ 200.0 827,094 10.4 Going Concern The Company has incurred recurring losses since inception as a research and development organization and has an accumulated deficit of $ 111.1 38.4 37.3 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, 2021 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation/Estimates The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and the accompanying unaudited interim condensed consolidated balance sheet as of July 31, 2022 has been derived from the Company’s October 31, 2021 audited financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements furnished include all adjustments (consisting of normal recurring accruals) necessary for a fair statement of the results for the interim periods presented. Operating results for interim periods are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Significant estimates include the timelines associated with revenue recognition on upfront payments received, fair value and recoverability of the carrying value of property and equipment and intangible assets, fair value of warrant liability, grant date fair value of options, deferred tax assets and any related valuation allowance and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, based on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could materially differ from these estimates. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements of the Company as of and for the fiscal year ended October 31, 2021 and notes thereto contained in this proxy statement/prospectus. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated. Restricted Cash On January 31, 2022, the Company transferred $ 5,250,000 Convertible Preferred Stock Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity (“mezzanine”) until such time as the conditions are removed or lapse. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For share-based derivative financial instruments, the Company used the Monte Carlo simulation model, the Black Scholes model and a binomial model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement of the instrument could be required within 12 months after the balance sheet date. Net Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share give effect to dilutive options, warrants, restricted stock units and other potential common stock outstanding during the period. In the case of a net loss, the impact of the potential common stock resulting from warrants, outstanding stock options and convertible debt are not included in the computation of diluted loss per share, as the effect would be anti-dilutive. In the case of net income, the impact of the potential common stock resulting from these instruments that have intrinsic value are included in the diluted earnings 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 ANTI -DILUTED SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE 2022 2021 As of July 31, 2022 2021 Warrants 377,818 377,818 Stock options 11,118 12,892 Total 388,936 390,710 Reverse Stock Split On March 31, 2022, the Company’s stockholders voted to approve an amendment to allow the Company to execute a reverse stock split of common stock within a range of 1 for 20 to 1 for 80, without reducing the authorized number of shares of the common stock, at the discretion of the Board of Directors. On June 3, 2022, the Board of Directors approved a 1 for 80 reverse stock split, which became effective on June 6, 2022. All references in this Report to number of shares, price per share and weighted average number of shares of common stock outstanding prior to this reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis, unless otherwise noted. Recent Accounting Standards In December 2019, the FASB issued ASU 2019-12, Simplification of Income Taxes (Topic 740) Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this standard effective November 1, 2021 and it is not material to the financial results of the Company. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share (“EPS”) calculations as a result of these changes. The standard will be effective for the Company for fiscal years beginning after December 15, 2023 and can be applied on either a fully retrospective or modified retrospective basis. Early adoption is permitted for fiscal years beginning after December 15, 2020. The Company adopted this standard effective November 1, 2021 and it is not material to the financial results of the Company. Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying condensed consolidated financial statements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used when accounting for such items as the fair value and recoverability of the carrying value of property and equipment and intangible assets (patents and licenses), determining the Incremental Borrowing Rate (“IBR”) for calculating Right-Of-Use (“ROU”) assets and lease liabilities, deferred expenses, deferred revenue, the fair value of options, warrants and related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. On an ongoing basis, the Company reviews its estimates to ensure that they appropriately reflect changes in the business or as new information becomes available. Actual results may differ from these estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated. Revenue Recognition Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which 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 ASC 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. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company enters into licensing agreements that are within the scope of ASC 606, under which it may exclusively license rights to research, develop, manufacture and commercialize its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use significant judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price as described further below. The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Exclusive Licenses. Milestone Payments. Collaborative Arrangements The Company analyzes its collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC Topic 808, Collaborative Arrangements Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. As of October 31, 2021 and 2020, the Company had cash equivalents of approximately $ 17.2 17.1 Concentration of Credit Risk The Company maintains its cash in bank deposit accounts (checking) that at times exceed federally insured limits. Approximately $ 41.6 million is subject to credit risk at October 31, 2021. The Company has not experienced any losses in such accounts. Deferred Expenses Deferred expenses consist of advanced payments made on research and development projects. Expense is recognized in the consolidated statement of operations as the research and development activity is performed. Property and Equipment Property and equipment are stated at cost. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the asset’s estimated useful life or the remaining lease term. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets ranging from three ten years When depreciable assets are retired or sold the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Intangible Assets Intangible assets are recorded at cost and include patents and patent application costs, licenses and software. Intangible assets are amortized on a straight-line basis over their estimated useful lives ranging from three 20 Impairment of Long-Lived Assets The Company periodically assesses the carrying value of intangible and other long-lived assets, and whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The assets are considered to be impaired if the Company determines that the carrying value may not be recoverable based upon its assessment, which includes consideration of the following events or changes in circumstances: ● the asset’s ability to continue to generate income from operations and positive cash flow in future periods; ● loss of legal ownership or title to the asset(s); ● significant changes in the Company’s strategic business objectives and utilization of the asset(s); and ● the impact of significant negative industry or economic trends. If the assets are considered to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fair value is determined by the application of discounted cash flow models to project cash flows from the assets. In addition, the Company bases estimates of the useful lives and related amortization or depreciation expense on its subjective estimate of the period the assets will generate revenue or otherwise be used by it. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less selling costs. The Company also periodically reviews the lives assigned to long-lived assets to ensure that the initial estimates do not exceed any revised estimated periods from which the Company expects to realize cash flows from its assets. Leases At the inception of an arrangement, the Company determines whether an arrangement is or contains a lease based on the facts and circumstances present in the arrangement. An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Most leases with a term greater than one year are recognized on the consolidated balance sheet as operating lease right-of-use assets and current and long-term operating lease liabilities, as applicable. The Company has elected not to recognize on the consolidated balance sheet leases with terms of 12 months or less. The Company typically only includes the initial lease term in its assessment of a lease arrangement. Options to extend a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued rent. The interest rate implicit in the Company’s leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Net Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share give effect to dilutive options, warrants, restricted stock units and other potential common stock outstanding during the period. In the case of a net loss, the impact of the potential common stock resulting from warrants, outstanding stock options and convertible debt are not included in the computation of diluted loss per share, as the effect would be anti-dilutive. In the case of net income, the impact of the potential common stock resulting from these instruments that have intrinsic value are included in the diluted earnings per share. The table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share (as of October 31, 2020, 327,338 0 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE As of October 31, 2021 2020 Warrants 377,818 4,971 Stock options 11,192 12,647 Restricted stock units - 69 Total 389,010 17,687 Research and Development Expenses Research and development costs are expensed as incurred and include but are not limited to clinical trial and related manufacturing costs, payroll and personnel expenses, lab expenses, and related overhead costs. Stock Based Compensation The Company has an equity plan which allows for the granting of stock options to its employees, directors and consultants for a fixed number of shares with an exercise price equal to the fair value of the shares at date of grant. The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is then recognized over the requisite service period, usually the vesting period, in both research and development expenses and general and administrative expenses on the consolidated statement of operations, depending on the nature of the services provided by the employees or consultants. The process of estimating the fair value of stock-based compensation awards and recognizing stock-based compensation cost over their requisite service period involves significant assumptions and judgments. The Company estimates the fair value of stock option awards on the date of grant using the Black Scholes Model for the remaining awards, which requires that the Company makes certain assumptions regarding: (i) the expected volatility in the market price of its common stock; (ii) dividend yield; (iii) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected holding period). As a result, if the Company revises its assumptions and estimates, stock-based compensation expense could change materially for future grants. The Company accounts for stock-based compensation using fair value recognition and records forfeitures as they occur. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that vest over their requisite service period, based on the vesting provisions of the individual grants. Fair Value of Financial Instruments The carrying value of financial instruments, including cash and cash equivalents and accounts payable, approximated fair value as of the balance sheet date presented, due to their short maturities. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used the Monte Carlo simulation model and the Black Scholes model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement of the instrument could be required within 12 months of the balance sheet date. Sequencing Policy The Company adopted a sequencing policy under ASC 815-40-35, if reclassification of contracts from equity to liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares. This was due to the Company committing more shares than authorized. Certain instruments are classified as liabilities, after allocating available authorized shares on the basis of the most recent grant date of potentially dilutive instruments. Pursuant to ASC 815, issuances of securities granted as compensation in a share-based payment arrangement are not subject to the sequencing policy. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Recent Accounting Standards In December 2019, the FASB issued ASU 2019-12, Simplification of Income Taxes (Topic 740) Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted and is not material to the financial results of the Company. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share (“EPS”) calculations as a result of these changes. The standard will be effective for the Company for fiscal years beginning after December 15, 2023 and can be applied on either a fully retrospective or modified retrospective basis. Early adoption is permitted for fiscal years beginning after December 15, 2020. We are currently evaluating the impact of this standard on our consolidated financial statements. Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying consolidated financial statements. | ||
Ayala Pharmaceuticals Inc [Member] | ||||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 1— SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES General a) Ayala Pharmaceuticals, Inc. (the “Company”) was incorporated in November 2017. The Company is a clinical stage oncology company dedicated to developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. The Company’s current portfolio of product candidates, AL101 and AL102, target the aberrant activation of the Notch pathway with gamma secretase inhibitors. b) In 2017, the Company entered into an exclusive worldwide license agreement with respect to AL101 and AL102. See note 4. c) The Company’s lead product candidates, AL101 and AL102, have completed preclinical and Phase 1 studies. AL102 is currently being evaluated in a pivotal Phase 2/3 trial (RINGSIDE) in patients with Desmoids tumors and is being evaluated in a Phase 1 clinical trial in combination with Novartis’ BMCA targeting agent, WVT078, in Patients with relapsed/refractory Multiple Myeloma. AL101 is currently being evaluated in a Phase 2 trial (ACCURACY) in patients with R/M ACC bearing Notch-activating mutations is ongoing. d) The Company has a wholly-owned Israeli subsidiary, Ayala-Oncology Israel Ltd. (the “Subsidiary”), which was incorporated in November 2017. Certain Transactions On February 19, 2021, the Company entered into a Securities Purchase Agreement (the “2021 Purchase Agreement”) with the purchasers named therein (the “Investors”). Pursuant to the 2021 Purchase Agreement, the Company agreed to sell (i) an aggregate of 333,333 0.01 116,666 18.10 4,999,995.00 1,333,333 0.01 466,666 19,986,661.67 In June 2021, the Company entered into an Open Market Sales Agreement, or the Sales Agreement, with Jefferies LLC, or Jefferies, as sales agent, pursuant to which the Company may, from time to time, issue and sell Common Stock with an aggregate value of up to $ 200.0 827,094 10.0 305,517 310,417 468 512 AYALA PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1—SIGNIFICANT ACCOUNTING POLICIES (continued): Going Concern The Company has incurred recurring losses since inception as a research and development organization and has an accumulated deficit of $ 139.6 26.3 11.5 The unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Therefore, the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022, 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. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments (of a normal recurring nature) considered necessary for a fair statement of the results for the interim periods presented have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed for the year ended December 31, 2021 (the “Annual Report”) with the Securities and Exchange Commission (the “SEC”). The Company’s significant accounting policies have not changed materially from those included in Note 2 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the Company’s Annual Report, unless otherwise stated. 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. 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. The calculation of basic and diluted loss per share includes 1,333,333 0.01 The calculation of basic and diluted loss per share includes 1,333,333 1,091,158 0.01 AYALA PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1—SIGNIFICANT ACCOUNTING POLICIES (continued): The calculation of diluted loss per share does not include 583,332 1,141,927 The calculation of diluted loss per share does not include 583,332 913,194 Newly Issued Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In February 2016, the FASB issued ASU 2016-02—Leases, requiring the recognition of lease assets and liabilities on the balance sheet. The standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than 12 months. The standard is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company estimates the change in liabilities of $ 4.3 4.2 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 guidance will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company believes Adoption of the standard will not have a material impact on the financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. These exceptions include the exception to the incremental approach for intra-period tax allocation in the event of a loss from continuing operations and income or a gain from other items (such as other comprehensive income), and the exception to using general methodology for the interim period tax accounting for year-to-date losses that exceed anticipated losses. The guidance will be effective for the Company beginning January 1, 2022, and interim periods in fiscal years beginning January 1, 2023. Early adoption is permitted. The Company believes Adoption of the standard will not have a material impact on the financial statements. Recently issued and adopted pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020. The Company elected to early adopt ASU 2020-06 on January 1, 2022. Adoption of the standard did not have a material impact on the financial statements. AYALA PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 2. Significant Accounting Policies SIGNIFICANT ACCOUNTING POLICIES 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 bank deposits 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 fair value. Short-term restricted bank deposits 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 Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, at the following annual rates: SCHEDULE OF PROPERTY AND EQUIPMENT Computers and Software 33 % Lab Equipment 15 % Office Furniture and Equipment 7 % Leasehold improvements are amortized on a straight-line basis over the shorter of the assets’ estimated useful life or the remaining term of the lease. 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 may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets through an impairment charge, to their estimated fair values. During the years ended December 31, 2021, and 2020, no impairment indicators have been identified. 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 $ 0.3 0.2 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, 2021, and 2020, the Company has matched 100 6 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 bank deposits, 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. Acquired In-Process Research and Development In an asset acquisition, the initial costs of rights to in-process research and development projects acquired are expensed as R&D in the consolidated statements of operations unless the in-process research and development has an alternative future use. In a business combination, the fair value of in-process research and development is capitalized as an indefinite-lived intangible asset, regardless of whether the in-process research and development asset has an alternative future use. 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. In instances where payments made to CROs exceed the level of services provided and result in a prepayment of the research and development expenses. For reoccurring services fees, the Company calculates the time period over which services will be performed and the level of effort to be expanded in each period. If the actual timing of the performance of services varies from the calculation, the Company adjusts the accrual or amount of prepaid expenses accordingly. Non-refundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. 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. As of December 31, 2021, and 2020, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. 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 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. Company’s trade receivables are from one customer as of December 31, 2021, and December 31, 2020. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis. The Company grants credit of 45 days to this one customer. 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. Share price is estimated based on third party valuation (see also Note 9). 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, 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 Restricted shares are value as fair value of shares on 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. 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. 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 must 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. In December 2018, the Company entered into an Evaluation Option to acquire License Agreement (the “Novartis Agreement”) with Novartis International Pharmaceutical Limited (“Novartis”) for which the company is paid for its research and development costs. For additional details regarding the Novartis Agreement, refer to Note 5. The Company concluded that there is one distinct performance obligation under the Novartis Agreement: Research and development services, obligation which is satisfied over time. Revenue associated with the research and development services in the amount of $ 3.5 3.7 The Company concluded that progress towards completion of the research and development performance obligation related to the Novartis Agreement is best measured in an amount proportional to the expenses incurred from the total estimated expenses. The Company periodically reviews and updates its estimates, when appropriate, which may adjust revenue recognized for the period. The transaction price to be recognized as revenue under the Novartis Agreement consists of the reimbursable research and development costs. Recently Issued Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In February 2016, the FASB issued ASU 2016-02—Leases, requiring the recognition of lease assets and liabilities on the balance sheet. The standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than 12 months. The standard will be effective for the Company for fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of adopting this new guidance on its financial statements. 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 guidance will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. |
REVERSE STOCK SPLIT
REVERSE STOCK SPLIT | 12 Months Ended |
Oct. 31, 2021 | |
Reverse Stock Split | |
REVERSE STOCK SPLIT | 3. REVERSE STOCK SPLIT On March 31, 2022, the Company’s stockholders voted to approve an amendment to allow the Company to execute a reverse stock split of common stock within a range of 1 for 20 to 1 for 80 1 for 80 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT July 31, 2022 October 31, 2021 Laboratory equipment $ 179 $ 179 Computer equipment 241 241 Total property and equipment 420 420 Accumulated depreciation (347 ) (302 ) Net property and equipment $ 73 $ 118 Depreciation expense for the three months ended July 31, 2022 and 2021 was approximately $ 13,000 50,000 45,000 366,000 1,530,000 968,000 562,000 | 4. PROPERTY AND EQUIPMENT PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT 2021 2020 October 31, 2021 2020 Leasehold improvements $ - $ 2,335 Laboratory equipment 179 1,218 Furniture and fixtures - 744 Computer equipment 241 409 Construction in progress - 19 Total property and equipment 420 4,725 Accumulated depreciation and amortization (302 ) (2,332 ) Net property and equipment $ 118 $ 2,393 Depreciation expense for the years ended October 31, 2021 and 2020 was approximately $ 0.4 0.9 1.4 0.9 0.5 Management has reviewed its property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. During the years ended October 31, 2021 and 2020, the Company recorded impairment losses on idle laboratory equipment of $ 0 1.1 | |
Ayala Pharmaceuticals Inc [Member] | |||
PROPERTY AND EQUIPMENT | 3. Property and Equipment, net PROPERTY AND EQUIPMENT Property and Equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, 2021 2020 (in thousands) Cost: Computers and Software $ 73 $ 73 Lab Equipment 294 293 Office Furniture and Equipment 146 142 Leasehold Improvements 1,105 1,105 Property, Plant and Equipment, Gross 1,618 1,613 Less: Accumulated Depreciation 498 330 Property and Equipment, Net $ 1,120 $ 1,283 Depreciation expenses for the years ended December 31, 2021, and 2020 was approximately $ 168 182 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | 4. INTANGIBLE ASSETS Intangible assets, net consisted of the following (in thousands): SUMMARY OF INTANGIBLE ASSETS July 31, 2022 October 31, 2021 Patents $ 275 $ 4,836 License 44 777 Software 98 98 Total intangibles 417 5,711 Accumulated amortization (236 ) (2,357 ) Intangible assets $ 181 $ 3,354 The expiration dates of the existing patents range from 2022 to 2039 but the expiration dates can be extended based on market approval if granted and/or based on existing laws and regulations. Capitalized costs associated with patent applications that are abandoned without future value are charged to expense when the determination is made not to further pursue the application. Patent applications having a net book value of approximately $ 29,000 21,000 159,000 90,000 70,000 68,000 210,000 203,000 Management reviews its long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. Net assets are recorded on the balance sheet for patents related to ADXS-HPV (AXAL), ADXS-HOT, ADXS-PSA, ADXS-HER2 and other products that are in development, and the Lm During the three months ended July 31, 2022, the Company identified the following indicators of impairment under ASC 360 indicating that the patents and license carrying amounts might not be recoverable: ● Adverse changes in the business climate for biotechnology companies, particularly raising capital; and ● A significant reduction in the Company’s market capitalization during the nine months ended July 31, 2022. The Company performed an impairment test under ASC 350 on its patents owned and in-licensed intellectual property. Under this test a fair value of the relevant asset is compared with the carrying amount of such asset. Fair value is calculated using a discounted cash flow analysis. Cash flows are discounted using a weighted average cost of capital derived from comparable companies, which reflects the costs of borrowing as well as the associated risk. The results of the impairment test indicated that the carrying value of the patents owned and in-licensed intellectual property exceeded the fair value. During the three months ended July 31, 2022, the Company recorded an impairment charge for patents owned and in-licensed intellectual property of approximately $ 3,005,000 As of July 31, 2022, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows (in thousands): SCHEDULE OF CARRYING VALUE OF INTANGIBLE ASSETS Fiscal year ending October 31, 2022 (Remaining) $ 24 2023 94 2024 63 Total $ 181 | 5. INTANGIBLE ASSETS Intangible assets consist of the following (in thousands): SUMMARY OF INTANGIBLE ASSETS 2021 2020 October 31, 2021 2020 Patents $ 4,836 $ 4,479 License 777 777 Software 98 117 Total intangibles 5,711 5,373 Accumulated amortization (2,357 ) (2,112 ) Net intangible assets $ 3,354 $ 3,261 The expirations of the existing patents range from 2021 to 2039 0.1 1.7 0.3 Management has reviewed its intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. Net assets are recorded on the consolidated balance sheet for patents and licenses related to axalimogene filolisbac (AXAL), ADXS-HOT, ADXS-PSA and other products that are in development or out-licensed. However, if a competitor were to gain FDA approval for a treatment before the Company or if future clinical trials fail to meet the targeted endpoints, the Company would likely record an impairment related to these assets. In addition, if an application is rejected or fails to be issued, the Company would record an impairment of its estimated book value. Lastly, if the Company is unable to raise enough capital to continue funding our studies and developing its intellectual property, the Company would likely record an impairment to certain of these assets. At October 31, 2021, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows (in thousands): SCHEDULE OF CARRYING VALUE OF INTANGIBLE ASSETS 1 2022 (Remaining) - 2022 $ 277 2023 277 2024 277 2025 277 2026 277 Thereafter 1,969 Total $ 3,354 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
ACCRUED EXPENSES | 5. ACCRUED EXPENSES The following table summarizes accrued expenses included in the condensed consolidated balance sheets (in thousands): SUMMARY OF ACCRUED EXPENSES July 31, 2022 October 31, 2021 Salaries and other compensation $ 116 $ 55 Vendors 851 1,968 Professional fees 343 613 Other 200 200 Total accrued expenses $ 1,510 $ 2,836 | 6. ACCRUED EXPENSES : The following table represents the major components of accrued expenses (in thousands): SUMMARY OF ACCRUED EXPENSES 2021 2020 October 31, 2021 2020 Salaries and other compensation $ 55 $ 737 Vendors 2,168 671 Vendors 1968 Other 200 Professional fees 613 329 Accrued Research and Development Expenses Tax Provision Accrued Payroll and Employee Benefits Total accrued expenses $ 2,836 $ 1,737 | |
Ayala Pharmaceuticals Inc [Member] | |||
ACCRUED EXPENSES | 4. Other account payables ACCRUED EXPENSES Other account payables consist of the following: SUMMARY OF ACCRUED EXPENSES December 31, December 31, 2021 2020 (in thousands) Accrued Professional Fees $ 291 $ 657 Accrued Research and Development Expenses 56 101 Tax Provision 1,150 780 Accrued Payroll and Employee Benefits 1,761 1,613 Total Accrued Expenses $ 3,258 $ 3,151 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | 10. STOCKHOLDERS’ EQUITY A summary of the changes in stockholders’ equity for the nine months ended July 31, 2022 and 2021 is presented below (in thousands, except share data): SUMMARY OF STOCKHOLDERS EQUITY Shares Amount Shares Amount Capital Deficit Equity Preferred Stock Common Stock Additional Paid-In Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at November 1, 2020 - $ - 975,897 $ 1 $ 440,917 $ (410,738 ) $ 30,180 Stock-based compensation - - - - 236 - 236 Advaxis public offerings, net of offering costs - - 383,333 1 8,549 - 8,550 Warrant exercises - - 92,375 - 2,586 - 2,586 Net loss - - - - - (3,977 ) (3,977 ) Balance at January 31, 2021 - $ - 1,451,605 $ 2 $ 452,288 $ (414,715 ) $ 37,575 Stock-based compensation - - 69 - 215 - 215 Stock option exercises - - 4 - - - - Advaxis public offerings, net of offering costs - - 230,794 - 13,683 - 13,683 Warrant exercises - - 137,968 - 1,185 - 1,185 Issuance of shares to employees under ESPP Plan - - 12 - - - - Net loss - - - - - (5,107 ) (5,107 ) Balance at April 30, 2021 - $ - 1,820,452 $ 2 $ 467,371 $ (419,822 ) $ 47,551 Stock-based compensation - - - - 60 - 60 Net loss - - - - - (3,334 ) (3,334 ) Balance at July 31, 2021 - $ - 1,820,452 $ 2 $ 467,431 $ (423,156 ) $ 44,277 Preferred Stock Common Stock Additional Paid-In Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at November 1, 2021 - $ - 1,820,452 $ 2 $ 467,486 $ (428,600 ) $ 38,888 Stock-based compensation - - - - 26 - 26 Net loss - - - - - (365 ) (365 ) Balance at January 31, 2022 - $ - 1,820,452 $ 2 $ 467,512 $ (428,965 ) $ 38,549 Stock-based compensation - - - - 23 - 23 Accretion of discount and redemption feature of convertible preferred stock - - - - (1,025 ) - (1,025 ) Convertible preferred stock redemption - - - - 44 - 44 Net loss - - - - - (2,440 ) (2,440 ) Balance at April 30, 2022 - $ - 1,820,452 $ 2 $ 466,554 $ (431,405 ) $ 35,151 Beginning balance - $ - 1,820,452 $ 2 $ 466,554 $ (431,405 ) $ 35,151 Stock-based compensation - - - - 25 - 25 Fractional shares cashed out - - (4,501 ) - (18 ) - (18 ) Net loss - - - - - (6,963 ) (6,963 ) Balance at July 31, 2022 - - 1,815,951 2 466,561 (438,368 ) 28,195 Ending balance - - 1,815,951 2 466,561 (438,368 ) 28,195 | 7. STOCKHOLDERS’ EQUITY Lincoln Park Purchase Agreement On July 30, 2020, the Company entered into a Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Over the 36-month term of the Purchase Agreement, the Company has the right, but not the obligation, from time to time, to sell to Lincoln Park up to an aggregate amount of $ 20,000,000 of shares of common stock, in its sole discretion and subject to certain conditions, including that the closing price of its common stock is not below $ 8.00 per share, to direct Lincoln Park to purchase up to 12,500 shares (the “Regular Purchase Share Limit”) of its Common Stock (each such purchase, a “Regular Purchase”). Lincoln Park’s maximum obligation under any single Regular Purchase will not exceed $ 1,000,000 , unless the parties mutually agree to increase the maximum amount of such Regular Purchase. The purchase price for shares of Common Stock to be purchased by Lincoln Park under a Regular Purchase will be the equal to the lower of (in each case, subject to the adjustments described in the Purchase Agreement): (i) the lowest sale price for the Company’s common stock on the applicable purchase date, and (ii) the arithmetic average of the three lowest sale prices for the Company’s common stock during the ten trading days prior to the purchase date . As consideration for entering into the Purchase Agreement, the Company issued 13,553 shares of common stock to Lincoln Park as a commitment fee. The shares were valued at approximately $ 0.6 million and were recorded as deferred offering expenses in the consolidated balance sheet. The deferred charges were charged against paid-in capital upon future proceeds from the sale of common stock under the Lincoln Park Purchase Agreement. From August 2020 to October 2020, Lincoln Park purchased 140,525 shares of common stock for gross proceeds of approximately $ 5.1 million. Approximately $ 50,000 of legal fees were netted against the gross proceeds. Public Offerings In April 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors. The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of 219,718 shares (the “Shares”) of the Company’s common stock, $ 0.001 par value (the “Common Stock”), at an offering price of $ 63.37 per Share and 95,899 pre-funded warrants to certain purchasers whose purchase of additional Shares would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of the Company’s outstanding Common Stock immediately following the consummation of the offering (the “Pre-Funded Warrants”). The Shares and Pre-Funded Warrants were sold together with warrants to purchase up to 140,552 shares of Common Stock (the “Accompanying Warrants” and together with the Shares and the Pre-Funded Warrants, the “Securities”). The Pre-Funded Warrants were sold for a purchase price of $ 63.29 per share and have an exercise price of $ 0.08 per share. The Pre-Funded Warrants were immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each Accompanying Warrant has an exercise price per share of $ 56.00 , became exercisable immediately and will expire on the fifth anniversary of the original issuance date. The Purchase Agreement also provided for a concurrent private placement (the “Private Placement”) of 175,065 warrants to purchase the Company’s Common Stock (the “Private Placement Warrants”) with the purchasers in the Registered Offering. The Private Placement Warrants will be exercisable for an aggregate of 175,065 shares of Common Stock at any time on or after such date, if ever, that is 14 days after the Company files an amendment (the “Authorized Shares 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 with the Delaware Secretary of State and on or prior to the date that is five years after such date. The Private Placement Warrants have an exercise price of $ 56.00 per share. In November 2020, the Company closed on a public offering of 383,333 shares of its common stock at a public offering price of $ 24.00 per share, for gross proceeds of approximately $ 9.2 million, which gives effect to the exercise of the underwriter’s option in full. In addition, the Company also undertook a concurrent private placement of warrants to purchase up to 191,674 shares of common stock. The warrants have an exercise price per share of $ 28.00 , are exercisable immediately and will expire five years from the date of issuance. The warrants also provide that if there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the warrant shares, the warrants may be exercised via a cashless exercise. After deducting the underwriting discounts and commissions and other offering expenses, the net proceeds from the offering were approximately $ 8.5 million. In May 2020, the Company entered into a sales agreement related to an ATM equity offering program pursuant to which the Company may sell, from time to time, common stock with an aggregate offering price of up to $ 40 million through A.G.P./Alliance Global Partners, as sales agent. From May 2020 to October 2020, the Company sold 31,113 shares of its common stock under the ATM program for $ 1.583 million, or an average of $ 51.20 per share, and received net proceeds of $ 1.531 million, net of commissions of $ 52,000 . In March 2021, the Company sold 10,826 shares of its common stock under the ATM program for $ 762,000 , or an average of $ 51.20 per share, and received net proceeds of $ 737,000 , net of commissions of $ 25,000 . In January 2020, the Company closed on a public offering of 125,000 shares of its common stock at a public offering price of $ 84.00 , for gross proceeds of $ 10.5 million. In addition, the Company also undertook a concurrent private placement of warrants to purchase up to 62,500 shares of common stock. The warrants have an exercise price per share of $ 100.00 , are exercisable during the period beginning on the six-month anniversary of the date of its issuance (the “Initial Exercise Date”) and will expire on the fifth anniversary of the Initial Exercise Date. The warrants contain a change of control provision whereby if the change of control is within the Company’s control, the warrants could be settled in cash based on the Black-Scholes value of the warrants at the option of the warrant holder. The warrants also provide that if there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the warrant shares, the warrants may be exercised via a cashless exercise. After deducting the underwriting discounts and commissions and other offering expenses, the net proceeds from the offering were approximately $ 9.6 million. |
COMMON STOCK PURCHASE WARRANTS
COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Common Stock Purchase Warrants And Warrant Liability | ||
COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY | 7. COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY Warrants As of July 31, 2022 and October 31, 2021, there were outstanding and exercisable warrants to purchase 377,818 20.00 224.00 SCHEDULE OF COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY Exercise Price Number of Shares Underlying Warrants Expiration Date Type of Financing $ 20.00 879 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) Grand Total 377,818 As of July 31, 2022 and October 31, 2021, the Company had 201,874 377,818 Warrant Liability As of July 31, 2022 and October 31, 2021, the Company had 175,944 377,818 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, $ 0.001 170,000,000 300,000,000 170,000,000 300,000,000 In measuring the warrant liability for the warrants issued in the April 2021 Private Placement at July 31, 2022 and October 31, 2021, the Company used the following inputs in its Black Scholes model: SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY July 31, 2022 October 31, 2021 Exercise Price $ 56.00 $ 56.00 Stock Price $ 3.73 $ 38.80 Expected Term 5 5 Volatility % 112 % 106 % Risk Free Rate 2.70 % 1.18 % 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 July 31, 2022, the down round feature was triggered four times and the exercise price of the warrants were reduced from $ 1,800.00 20.00 In measuring the warrant liability for the September 2018 Public Offering warrants at July 31, 2022 and October 31, 2021, the Company used the following inputs in its Monte Carlo simulation model: SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY July 31, 2022 October 31, 2021 Exercise Price $ 20.00 $ 24.00 Stock Price $ 3.73 $ 38.80 Expected Term 2.12 2.87 Volatility % 104 % 123 % Risk Free Rate 2.89 % 0.77 % At July 31, 2022 and October 31, 2021, the fair value of the warrant liability was approximately $ 287,000 4,929,000 276,000 846,000 4,642,000 1,814,000 | 8. COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY Warrants As of October 31, 2021, there were outstanding and exercisable warrants to purchase 30,225,397 shares of our common stock with exercise prices ranging from $ 0.30 to $ 281.25 per share. Information on the outstanding warrants is as follows: SCHEDULE OF COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY Exercise Number of Shares Underlying Warrants Expiration Date Summary of Warrants $ 224.00 * 4,092 July 2024 July 2019 Public Offering $ 20.00 879 September 2024 September 2018 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 Grand Total 377,818 * During the year ended October 31, 2021, the cashless exercise provision of these warrants expired and the exercise price adjusted to $ 224.00 . As of October 31, 2020, there were outstanding warrants to purchase 398,226 shares of our common stock with exercise prices ranging from $ 0 to $ 281.25 per share. Information on the outstanding warrants is as follows: Exercise Number of Shares Underlying Warrants Expiration Date Summary of Warrants $ - 4,092 July 2024 July 2019 Public Offering $ 29.76 879 September 2024 September 2018 Public Offering Grand Total 4,971 A summary of warrant activity was as follows (In thousands, except share and per share data): SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Weighted Aggregate Outstanding and exercisable warrants at October 31, 2019 5,394 $ 6.40 4.76 $ 114,069 Issued 62,500 100.00 - Exercised * (423 ) 1.60 Exchanged (62,500 ) 100.00 Outstanding and exercisable warrants at October 31, 2020 4,971 $ 6.40 3.76 $ 110,640 Issued 603,190 38.40 - Exercised (230,343 ) 16.00 Outstanding and exercisable warrants at October 31, 2021 377,818 $ 53.49 4.63 $ 631,089 * Includes the cashless exercise of 406 406 As of October 31, 2021, the Company had 201,874 of its total 377,818 outstanding warrants classified as equity (equity warrants). At October 31, 2020, the Company had 4,092 of its total 4,971 outstanding warrants classified as equity (equity warrants). At issuance, equity warrants are recorded at their relative fair values, using the Relative Fair Value Method, in the shareholders equity section of the consolidated balance sheets. Shares Issued for Warrants Exercises During the year ended October 31 134,437 warrants in exchange for 134,437 shares of the Company’s common stock and warrant holders from the Company’s April 2021 Offering exercised 95,399 pre-funded warrants in exchange for 95,399 shares of the Company’s common stock. Pursuant to these warrant exercises, the Company received aggregate proceeds of approximately $ 3.8 million which were payable upon exercise. Shares Issued in Settlement of Equity Warrants On October 16, 2020, the Company entered into private exchange agreements with certain holders of warrants issued in connection with the Company’s January 2020 public offering of common stock and warrants. The warrants being exchanged provide for the purchase of up to an aggregate of 62,500 shares of our common stock at an exercise price of $ 100.00 per share. The warrants became exercisable on July 21, 2020 and have an expiration date of July 21, 2025 . Pursuant to such exchange agreements, the Company agreed to issue 37,500 shares of common stock to the investors in exchange for the warrants. The fair value of these warrants approximated the fair value of shares issued in the exchange for these warrants. The Company used the closing stock price to value the shares and Black Scholes model to value these warrants on the date of the exchange. In determining the fair warrant of the warrants issued on October 16, 2020, the Company used the following inputs in its Black-Sholes model: exercise price $ 100.00 , stock price $ 32.48 , expected term 4.76 years, volatility 101.18% and risk-free interest rate 0.32% . In connection with the exchange of warrants for common stock, the Company recorded a loss of approximately $ 77,000 as the fair value of the shares issued exceeded the fair value of warrants exchanged. Warrant Liability As of October 31, 2021, the Company had 175,944 of its total 377,818 outstanding warrants from April 2021 Private Placement Offering and September 2018 Public Offering classified as liabilities (liability warrants). At October 31, 2020, the Company had 879 of its total 4,971 outstanding warrants from the September 2018 Public Offering classified as liabilities (liability warrants). 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 October 31, 2021, the Company does not have sufficient authorized common stock to allow for the issuance of common stock underlying these warrants. The Company did not receive stockholder authorization to increase the authorized shares from 170,000,000 300,000,000 In measuring the warrant liability for the warrants issued in the April 2021 Private Placement at October 31, 2021 and April 14, 2021 (issuance date), the Company used the following inputs in its Black Scholes model: SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY October 31, 2021 April 14, 2021 Exercise Price $ 56.00 $ 56.00 Stock Price $ 38.80 $ 45.60 Expected Term 5 5 Volatility % 106 % 106 % Risk Free Rate 1.18 % 0.85 % 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 October 31, 2021, the down round feature was triggered three times and the exercise price of the warrants were reduced from $ 1,800.00 to $20.00. In measuring the warrant liability for the September 2018 Public Offering warrants at October 31, 2021 and October 31, 2020, the Company used the following inputs in its Monte Carlo simulation model: SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY October 31, 2021 October 31, 2020 Exercise Price $ 24.00 $ 29.60 Stock Price $ 38.80 $ 27.20 Expected Term 2.87 3.87 Volatility % 123 % 106 % Risk Free Rate 0.77 % 0.29 % At October 31, 2021 and October 31, 2020, the fair value of the warrant liability was approximately $ 4.9 17,000 1.0 0 |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
SHARE BASED COMPENSATION | 11. SHARE BASED COMPENSATION The following table summarizes share-based compensation expense included in the condensed consolidated statements of operations (in thousands): SUMMARY OF SHARE BASED COMPENSATION EXPENSE 2022 2021 2022 2021 Three Months Ended July 31, Nine Months Ended July 31, 2022 2021 2022 2021 Research and development $ 12 $ 29 $ 36 $ 142 General and administrative 13 31 38 369 Total $ 25 $ 60 $ 74 $ 511 Stock Options A summary of changes in the stock option plan for the nine months ended July 31, 2022 is as follows: SUMMARY OF CHANGES IN STOCK OPTION PLAN Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life In Years Aggregate Intrinsic Value (in thousands) Outstanding as of October 31, 2021 11,192 $ 1,550.26 7.80 $ 34 Cancelled or expired (74 ) 22,200.00 Outstanding as of July 31, 2022 11,118 $ 1,412.82 7.06 $ - Vested and exercisable at July 31, 2022 7,490 $ 2,077.20 6.64 $ - The following table summarizes information about the outstanding and exercisable options at July 31, 2022: SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Weighted Weighted Weighted Weighted Average Average Average Average Exercise Number Remaining Exercise Number Remaining Exercise Price Range Outstanding Contractual Price Exercisable Contractual Price $ 24.00 50.00 4,241 7.86 $ 32.53 1,964 7.69 $ 30.40 $ 50.01 100.00 4,174 7.74 $ 53.33 2,824 7.73 $ 53.58 $ 100.01 20,664.00 2,703 4.75 $ 5,677.84 2,703 4.75 $ 5,677.84 As of July 31, 2022, there was approximately $ 77,000 0.94 Potential Acceleration of Stock Options In the event of a merger transaction, similar to the Previously Proposed Merger Agreement, all of the Chief Executive Officer’s 624 | 9. SHARE BASED COMPENSATION The following table summarizes share-based compensation expense included in the consolidated statement of operations by expense category for the years ended October 31, 2021 and 2020 (in thousands): SUMMARY OF SHARE BASED COMPENSATION EXPENSE Year Ended October 31, 2021 2020 Research and development $ 164 $ 308 General and administrative 402 583 Total $ 566 $ 891 Amendments The Advaxis, Inc. 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 3,000 shares, plus a number of additional shares (not to exceed 542 ) underlying awards outstanding as of the effective date of the 2015 Plan under the prior plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. On January 1, 2020, 2,083 shares were added to the 2015 Plan. At the Annual Meeting of Stockholders of the Company held on May 4, 2020, the Company’s stockholders voted to approve an amendment to increase the number of shares authorized for issuance under the 2015 Plan from 10,972 shares to 75,000 shares. On January 1, 2021, 2,083 shares were added to the 2015 Plan. As of October 31, 2021, there were 64,100 shares available for issuance under the 2015 Plan. Restricted Stock Units (RSUs) A summary of the Company’s RSU activity and related information for the fiscal year ended October 31, 2021 and 2020 is as follows: SUMMARY OF RSU ACTIVITY AND RELATED INFORMATION Number of Weighted-Average Balance at October 31, 2019 183 $ 3,809.60 Vested (110 ) 4,847.20 Cancelled (4 ) 7,904.00 Balance at October 31, 2020 69 $ 1,945.60 Vested (69 ) 1,945.60 Balance at October 31, 2021 - $ - The fair value of the RSUs as of the respective vesting dates was approximately $ 3,000 5,000 Employee Stock Awards Common stock issued to executives and employees related to vested incentive retention awards and employment inducements totaled 69 shares and 110 shares during the years ended October 31, 2021 and 2020, respectively. Total stock compensation expense associated with these awards for the years ended October 31, 2021 and 2020 was approximately $ 67,000 and $ 0.2 million, respectively. Stock Options A summary of changes in the stock option plan for the years ended October 31, 2021 and 2020 is as follows (in thousands, except share and per share data): SUMMARY OF CHANGES IN STOCK OPTION PLAN Shares Weighted Weighted Aggregate Outstanding as of October 31, 2019 7,022 $ 5,728.92 7.34 $ 1 Granted 8,073 48.69 Cancelled or expired (2,426 ) 2,765.64 Outstanding as of October 31, 2020 12,669 $ 2,676.78 8.04 $ 4 Granted 625 31.20 Exercised (4 ) 24.00 Cancelled or expired (2,098 ) 7,903.21 Outstanding as of October 31, 2021 11,192 $ 1,550.26 7.8 $ 34 Vested and exercisable at October 31, 2021 5,744 $ 2,957.17 6.98 $ 15 During the year ended October 31, 2021, the Company granted stock options to purchase 625 shares of its common stock to an employee. The stock options have a ten -year term, vest over three years from the date of grant, and have an exercise price of $ 31.20 . During the year ended October 31, 2020, the Company granted stock options to purchase 7,260 and 813 shares of its common stock to employees and directors, respectively. The stock options issued to employees have a ten -year term, vest over three years , and have an exercise price of $ 39.20 to $ 52.80 . The stock options issued to directors have a ten -year term, vest over three years , and have an exercise price of $ 52.80 . The weighted average grant date fair value of options granted during the fiscal years ended October 31, 2021 and 2020 was $ 31.20 48.69, respectively. The total intrinsic value of options exercised during the fiscal years ended October 31, 2021 and 2020 was $ 162 0 Total compensation cost related to the Company’s outstanding stock options, recognized in the consolidated statement of operations for the years ended October 31, 2021 and 2020 was approximately $ 0.5 million and $ 0.7 million, respectively. As of October 31, 2021, there was approximately $ 0.2 1.61 The following table summarizes information about the outstanding and exercisable stock options at October 31, 2021: SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Weighted Weighted Weighted Weighted Average Average Average Average Exercise Number Remaining Exercise Intrinsic Number Remaining Exercise Intrinsic Price Range Outstanding Contractual Price Value Exercisable Contractual Price Value $ 24.00 -$ 800.00 9,109 8.43 $ 85.12 $ 27 3,661 8.23 $ 112.22 $ 15 $ 800.01 -$ 8,000.00 1,133 6.22 $ 2,323.42 $ - 1,133 6.22 $ 2,323.42 $ - $ 8000.01 -$ 16,000.00 638 3.47 $ 12,963.87 $ - 638 3.47 $ 12,963.87 $ - $ 16,000.01 -$ 22,200.00 312 2.22 $ 18,178.77 $ - 312 2.22 $ 18,178.77 $ - The fair value of each option granted from the Company’s stock option plans during the years ended October 31, 2021 and 2020 was estimated on the date of grant using the Black-Scholes option-pricing model. Using this model, fair value is calculated based on assumptions with respect to (i) expected volatility of the Company’s common stock price, (ii) the periods of time over which employees and Board Directors are expected to hold their options prior to exercise (expected lives), (iii) expected dividend yield on the Company’s common stock, and (iv) risk-free interest rates, which are based on quoted U.S. Treasury rates for securities with maturities approximating expected lives of the options. The Company used their own historical volatility in determining the volatility to be used. The expected term of the stock option grants was calculated using the “simplified” method in accordance with the SEC Staff Accounting Bulletin 107. The “simplified” method was used since the Company believes its historical data does not provide a reasonable basis upon which to estimate expected term and the Company does not have enough option exercise data from its grants issued to support its own estimate as a result of vesting terms and changes in the stock price. The expected dividend yield is zero as the Company has never paid dividends to common shareholders and does not currently anticipate paying any in the foreseeable future. The following table provides the weighted average fair value of stock options granted to directors and employees and the related assumptions used in the Black-Scholes model: SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED Year Ended October 31, 2021 October 31, 2020 Expected term 6 5.50 6.50 Expected volatility 103.27 % 100.27 105.21 % Expected dividends 0 % 0 % Risk free interest rate 0.53 % 0.36 0.62 % Employee Stock Purchase Plan The Advaxis, Inc. 2018 Employee Stock Purchase Plan (ESPP) was approved by the Company’s shareholders on March 21, 2018. The 2018 ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated exercise dates. Employees were eligible to participate in the 2018 ESPP beginning May 1, 2018. 12,500 shares of the Company’s Common stock were reserved for issuance under the 2018 ESPP. During the fiscal years ended October 31, 2021 and 2020, the Company issued 12 and 176 shares, respectively, under the 2018 ESPP. In July 2021, the ESPP was terminated. | |
Ayala Pharmaceuticals Inc [Member] | |||
SHARE BASED COMPENSATION | 8. Stock-Based Plans SHARE BASED COMPENSATION In 2017, the Company’s board of directors adopted the 2017 Stock Incentive Plan (the “Plan”). According to the Plan, share awards, including restricted stock, restricted stock units or other stock-based awards, or options to purchase shares may be granted to employees, directors, consultants and other service providers of the Company or any affiliate of the Company. As of December 31, 2021, a total of 1,841,040 593,040 10 four five The following table set forth the parameters used in the computation of the fair value of options granted to employees: SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED Year ended December 31, 2021 2020 Expected volatility 80 % 80 % Expected dividends 0 % 0 % Expected term (in years) 6.34 6.34 Risk free rate 0.50 1.08 0.47 2.03 Expected Volatility: As the Company was privately owned in part of 2020, there was not sufficient historical volatility for the expected term of the stock options. Therefore, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable publicly traded companies which were selected based upon industry similarities. Expected term (years): Expected term represents the period that the Company’s option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the stock options. Therefore, the Company elected to utilize the simplified method to value option grants. Under this approach, the weighted-average expected life is presumed to be the average of the shortest vesting term and the contractual term of the option. Risk-free interest rate: The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. Expected dividend yield: The Company does not anticipate paying any dividends in the foreseeable future. The Company recorded stock-based compensation for the period indicated as follows (in thousands): SCHEDULE OF STOCK-BASED COMPENSATION Year ended Year ended December 31, December 31, 2021 2020 Research and Development $ 1,097 $ 509 General and Administrative 1,587 1,060 Total Stock-Based Compensation $ 2,684 $ 1,569 The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each of the awards. A summary of the Company’s stock option activity granted to employees under the Plan is as follows: SUMMARY OF CHANGES IN STOCK OPTION PLAN Year ended December 31, 2021 Weighted average Weighted remaining average contractual Aggregate Number of exercise term intrinsic options price (in years) value Outstanding at Beginning of Year 695,674 $ 6.07 7.25 $ 1,695,276 Granted 295,470 10.99 Exercised (18,328 ) 5.50 $ 55,133 Forfeited (70,527 ) 9.78 Expired (1,500 ) 5.10 Outstanding, December 31, 2021 900,789 $ 7.41 7.78 $ 991,878 Exercisable Options, December 31, 2021 476,303 $ 5.93 7.12 $ 1,230,643 The weighted-average grant date per-share fair value of stock options granted during 2021 and 2020 was $ 7.98 6.07 55 280 $1.1 0.93 Company’s restricted shares: In February 2018, the Company granted 83,165 four years In December 2019, the Company granted 59,597 four years 2019. In May 2020, the Company granted 58,651 four years The following table summarizes information relating to restricted shares, as well as changes to such awards during the fiscal years ended December 31, 2021 and 2020: SCHEDULE OF SUMMARIZES INFORMATION RELATING TO RESTRICTED SHARES Year ended Year ended December 31, December 31, 2021 2020 Outstanding at beginning of Year 101,929 65,847 Granted 71,253 58,651 Forfeited — (3,907 ) Vested (48,834 ) (18,662 ) Outstanding at end of Year 124,348 101,929 The weighted average fair values at grant date of restricted shares granted for the years ended December 31, 2021 and 2020 was $ 11.26 15.00 The total fair value of shares vested during each of 2021 and 2020 was approximately $ 0.2 1.8 1.73 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. |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Licensing Agreements | ||
LICENSING AGREEMENTS | 12. LICENSING AGREEMENTS 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 will be 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, OST agreed to pay Advaxis $ 25,000 2,337,500 In December 2020 and January 2021, the Company received an aggregate of $1,615,000 from OS Therapies upon achievement of the funding milestone set forth in the license agreement and recorded $1,615,000 in revenue. In April 2021, the Company achieved the second milestone set forth in the license agreement for evaluation in the treatment of osteosarcoma in humans and recorded $ 1,375,000 The Company received the amount due from OS Therapies of $ 1,375,000 Global BioPharma Inc. On December 9, 2013, the Company entered into an exclusive licensing agreement for the development and commercialization of axalimogene filolisbac with Global BioPharma, Inc. (“GBP”), a Taiwanese based biotech company funded by a group of investors led by Taiwan Biotech Co., Ltd (TBC). During each of the nine months ended July 31, 2022 and 2021, the Company recorded $ 250,000 | 10. LICENSING AGREEMENTS 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 will be 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, OST agreed to pay Advaxis $ 25,000 2,337,500 Provided that OST meets its ongoing obligation to make its Monthly Payments to Advaxis for six consecutive months, Advaxis agrees to transfer, and OST agrees to take full ownership of, the IND application for ADXS31-164 in its entirety to OST, along with agreements and promises contained therein, as well as all obligations associated with this IND or any HER2 product/program development. Until OST makes its Monthly Payments to Advaxis for six consecutive months, Advaxis will continue to bear the costs of the regulatory filing services related to the IND application for ADXS31-164. Within five business days of achieving the funding milestone of $ 2,337,500 1,550,000 The promises to (1) Maintain the HER2 product until transfer to OST, (2) Provide the IND application ownership for ADX321-164 to OST, (3) Participate in the Joint Steering Committee, (4) Transfer of IP & licensing rights of ADXS31-164 and related Patents, and (5) Provide Clinical Drug Supply represent one combined performance obligation for revenue recognition purposes. The Company concluded that the transfer of the IP and licensing rights provides OST with a functional, or “right to use,” license, and thus the Company will recognize the upfront fees of $ 1,550,000 Since OST is making $ 25,000 monthly payments that will be creditable against the $ 1,550,000 , as well as additional upfront payments not specified in the contract, the Company will receive payments prior to the performance of the single distinct performance obligation. Due to this, the Company will defer any of the monthly payments until the IP and licensing rights are transferred to OST. However, if OST terminates the contract, which they are able to do with 60-day notice, the Company would recognize any of the payments received when the contract terminates. As of October 31, 2020, OST had made payments totaling $ 164,653 and this has been recorded as other liabilities in the consolidated balance sheet. From May 2020 to January 2021, the Company received an aggregate of $ 1,615,000 1,615,000 On April 26, 2021, the Company achieved the second milestone set forth in the license agreement for evaluation in the treatment of osteosarcoma in humans and recorded $ 1,375,000 in revenue. The Company received the amount due from OS Therapies of $ 1,375,000 Global BioPharma Inc. On December 9, 2013, the Company entered into an exclusive licensing agreement for the development and commercialization of axalimogene filolisbac with Global BioPharma, Inc. (GBP), a Taiwanese based biotech company funded by a group of investors led by Taiwan Biotech Co., Ltd (TBC). During each of the years ended October 31, 2021 and 2020, the Company recorded $ 0.25 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
COMMITMENTS AND CONTINGENT LIABILITIES | 8. COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENT LIABILITIES Atachbarian On November 15, 2021, a purported stockholder of the Company commenced an action against the Company and certain of its directors in the U.S. District Court for the District of New Jersey, entitled Atachbarian v. Advaxis, Inc., et al., No. 3:21-cv-20006. The plaintiff alleges that the defendants breached their fiduciary duties and violated Section 14(a) and Rule 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder by allegedly failing to disclose certain matters in its Registration Statement on Form S-4 (Commission File No. 333-259065 (the “Registration Statement”) filed in connection with a proposed merger with Biosight Ltd. (the “Previously Proposed Merger”). On December 15, 2021, pursuant to an understanding reached with the plaintiff, the Company made certain other additional disclosures that mooted the demands asserted in the complaint. On December 17, 2021, the plaintiff filed a notice of voluntary dismissal with prejudice. On February 7, 2022, the Company and the plaintiff reached a settlement agreement, which is recorded in general and administrative expenses in the condensed consolidated statement of operations. Purported Stockholder Claims Related to Biosight Transaction Between September 16, 2021, and November 4, 2021, the Company received demand letters on behalf of six purported stockholders of the Company, alleging that the Company failed to disclose certain matters in the Registration Statement, and demanding that the Company disclose such information in a supplemental disclosure filed with the SEC. On October 14, 2021, the Company filed an amendment to the Registration Statement and on November 8, 2021, the Company made certain other additional disclosures that mooted the demands asserted in the above-referenced letters. The six plaintiffs have made settlement demands. On May 20, 2022, the Company and one of the plaintiffs have reached a settlement agreement, which is recorded in general and administrative expenses in the condensed consolidated statement of operations. The Company believes it has adequately accrued for settlements with the other five shareholders, which is recorded in accrued expenses in the condensed consolidated balance sheet. In addition, the Company received certain additional demands from stockholders asserting that the proxy materials filed by the Company in connection with the Previously Proposed Merger contained alleged material misstatements and/or omissions. Certain stockholders also demanded books and records of the Company pursuant to Delaware law. In response to these demands, the Company agreed to make, and did make, certain supplemental disclosures to the proxy materials. The stockholders have made settlement demands. On July 18, 2022, the Company and the plaintiffs reached settlement agreements, which is recorded in general and administrative expenses in the condensed consolidated statement of operations. Purported Stockholder Claims Related to Series D Convertible Preferred Stock Offering On February 17, 2022, the Company received a letter on behalf of purported stockholders of the Company, demanding certain books and records pursuant to Delaware law regarding the proposed issuance of super voting preferred stock. The Company agreed to provide certain books and records to the stockholders and agreed to make, and did make, a supplemental disclosure to the proxy materials. The stockholders have made settlement demands. On July 18, 2022, the Company and the plaintiffs reached settlement agreements, which is recorded in general and administrative expenses in the condensed consolidated statement of operations. | 11. CONTINGENCIES COMMITMENTS AND CONTINGENT LIABILITIES Legal Proceedings Atachbarian On November 15, 2021, a purported stockholder of the Company commenced an action against the Company and certain of its directors in the U.S. District Court for the District of New Jersey, entitled Atachbarian v. Advaxis, Inc., et al., No. 3:21-cv-20006. The plaintiff alleges that the defendants breached their fiduciary duties and violated Section 14(a) and Rule 20(a) of the Securities Exchange Act of 1934 and Rule 14A-9 promulgated thereunder by allegedly failing to disclose certain matters in the Registration Statement. On December 15, 2021, pursuant to an understanding reached with the plaintiff, the Company filed a Form 8-K with the SEC in which it made certain other additional disclosures that mooted the demands asserted in the complaint. On December 17, 2021, the plaintiff filed a notice of voluntary dismissal with prejudice. On February 7, 2022, the Company reached a settlement agreement, which is recorded in general and administrative expenses in the consolidated income statement. Purported Stockholder Claims Related to Biosight Transaction Between September 16, 2021, and November 4, 2021, the Company received demand letters on behalf of six purported stockholders of the Company, alleging that the Company failed to disclose certain matters in the Registration Statement, and demanding that the Company disclose such information in a supplemental disclosure filed with the SEC. On October 14, 2021, the Company filed an Amendment to the Registration Statement and on November 8, 2021, the Company filed a Form 8-K with the SEC in which it made certain other additional disclosures that mooted the demands asserted in the above-referenced letters. The six plaintiffs have made a settlement demand. The Company believes it has adequately accrued for a settlement, which is recorded in general and administrative expenses in the consolidated income statement. In addition, the Company received certain additional demands from stockholders asserting that the proxy materials filed by the Company in connection with the Merger contained alleged material misstatements and/or omissions in violation of federal law. In response to these demands, the Company agreed to make, and did make, certain supplemental disclosures to the proxy materials. At this time, the Company is unable to predict the likelihood of an unfavorable outcome. Stendhal On September 19, 2018, Stendhal filed a Demand for Arbitration before the International Centre for Dispute Resolution (Case No. 01-18-0003-5013) relating to the Co-development and Commercialization Agreement with Especificos Stendhal SA de CV (the “Stendhal Agreement”). In the demand, Stendhal alleged that (i) the Company breached the Stendhal Agreement when it made certain statements regarding its AIM2CERV program, (ii) that Stendhal was subsequently entitled to terminate the Agreement for cause, which it did so at the time and (iii) that the Company owes Stendhal damages pursuant to the terms of the Stendhal Agreement. Stendhal is seeking to recover $ 3 0.3 3 From October 21-23, 2019, an evidentiary hearing for the arbitration was conducted. On April 1, 2020, the Arbitrator issued a final award denying Stendhal’s claim in full. The Arbitrator found that the Company had not repudiated the Agreement and did not owe Stendhal damages, fees, or interest associated with the arbitration. The Arbitrator also denied the Company’s claim that Stendhal breached its obligations to the Company. The parties were ordered to bear their own attorneys’ fees and evenly split administrative fees and expenses for the arbitration. | ||
Ayala Pharmaceuticals Inc [Member] | ||||
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 4— COMMITMENTS AND CONTINGENT COMMITMENTS AND CONTINGENT LIABILITIES Liabilities Lease In January 2019, the Subsidiary signed a new lease agreement. The term of the lease is for 63 60 0.5 30 SCHEDULE OF MINIMUM RENTAL PAYMENTS UNDER OPERATING LEASES Year ended December 31, 2022 103 2023 409 2024 145 Total $ 657 The Subsidiary obtained a bank guarantee in the amount of approximately $ 0.2 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. Under the BMS License Agreement, the Company is obligated to use commercially reasonable efforts to develop at least one BMS Licensed Product. The Company has 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 affect the first commercial sale of and commercialize each BMS Licensed Product after obtaining such regulatory approval. The Company has 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. AYALA PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4—COMMITMENTS AND CONTINGENT (continued): The Company is required to pay BMS payments upon the achievement of certain development or regulatory milestone events of up to $ 95 47 50 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. The BMS License Agreement remains in effect, on a country-by-country and BMS Licensed Product-by-BMS Licensed Product basis, until the expiration of royalty obligations with respect to a given BMS Licensed Product in the applicable country. Royalties are paid on a country-by-country and BMS Licensed Product-by-BMS Licensed Product basis from the first commercial sale of a particular BMS Licensed Product in a country until the latest of 10 BMS has the right to terminate the BMS License Agreement in its entirety upon written notice to the Company (a) for insolvency-related events involving the Company, (b) for the Company’s material breach of the BMS License Agreement if such breach remains uncured for a defined period of time, for the Company’s failure to fulfill its obligations to develop or commercialize the BMS Licensed Compounds and/or BMS Licensed Products not remedied within a defined period of time following written notice by BMS, or (d) if the Company or its affiliates commence any action challenging the validity, scope, enforceability or patentability of any of the licensed patent rights. The Company has the right to terminate the BMS License Agreement (a) for convenience upon prior written notice to BMS, the length of notice dependent on whether a BMS Licensed Project has received regulatory approval, (b) upon immediate written notice to BMS for insolvency-related events involving BMS, (c) for BMS’s material breach of the BMS License Agreement if such breach remains uncured for a defined period of time, or (d) on a BMS Licensed Compound-by-BMS Licensed Compound and/or BMS Licensed Product-by-BMS Licensed Product basis upon immediate written notice to BMS if the Company reasonably determine that there are unexpected safety and public health issues relating to the applicable BMS Licensed Compounds and/or BMS Licensed Products. Upon termination of the BMS License Agreement in its entirety by the Company for convenience or by BMS, the Company grants an exclusive, non-transferable, sublicensable, worldwide license to BMS under certain of its patent rights that are necessary to develop, manufacture or commercialize BMS Licensed Compounds or BMS Licensed Products. In exchange for such license, BMS must pay the Company a low single-digit percentage royalty on net sales of the BMS Licensed Compounds and/or BMS Licensed Products by it or its affiliates, licensees or sublicensees, provided that the termination occurred after a specified developmental milestone for such BMS Licensed Compounds and/ or BMS Licensed Products. Option and License Agreement with Novartis International Pharmaceutical Ltd. In December 2018, the Company entered into an evaluation, option and license agreement, or the Novartis Option Agreement, with Novartis International Pharmaceutical Limited, or Novartis, pursuant to which Novartis agreed to conduct certain studies to evaluate AL102 in combination with its B-cell maturation antigen, or BCMA, therapies in multiple myeloma, and the Company agreed to supply AL102 for such studies. All supply and development costs associated with such evaluation studies were fully borne by Novartis. AYALA PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4—COMMITMENTS AND CONTINGENT (continued): Under the Novartis Option Agreement, the Company granted Novartis an exclusive option to obtain an exclusive (including as to the Company and its affiliates), sublicensable (subject to certain terms and conditions), worldwide license and sublicense (as applicable) under certain patent rights and know-how controlled by the Company (including applicable patent rights and know-how that are licensed from BMS pursuant to the BMS License Agreement) to research, develop, manufacture (subject to the Company’s non-exclusive right to manufacture and supply AL102 or the Novartis Licensed Product for Novartis) and commercialize AL102 or any pharmaceutical product containing AL102 as the sole active ingredient, or the Novartis Licensed Product, for the diagnosis, prophylaxis, treatment, or prevention of multiple myeloma in humans. The Company also granted Novartis the right of first negotiation for the license rights to conduct development or commercialization activities with respect to the use of AL102 for indications other than multiple myeloma. Additionally, from the exercise by Novartis of its option until the termination of the Novartis Option Agreement, the Company was not able to, either itself or through its affiliates or any other third parties, directly or indirectly research, develop or commercialize certain BCMA-related compounds for the treatment of multiple myeloma. According to the agreement, Novartis was obligated to pay the Company a low eight figure option exercise fee in order to exercise its option and activate its license, upon which the Company would have been eligible to receive development, regulatory and commercial milestone payments of up to $ 245 10 10 Novartis owned any inventions, and related patent rights, invented solely by it or jointly with the Company in connection with activities conducted pursuant to the Novartis Option Agreement. The Company maintain first right to prosecute and maintain any patents licensed to Novartis, both before and after its exercise of its option. The Company maintained the first right to defend and enforce its patents prior to Novartis’s exercise of its option, upon which Novartis gains such right with respect to patents included in the license. The option granted to Novartis will remain in effect until the earlier of (a) 60 days following the last visit of the last subject in the evaluation studies, the termination of the Novartis Option Agreement, or (c) 36 months following the delivery by the Company to Novartis of sufficient amounts of clinical evaluation materials to conduct the anticipated clinical studies. The Novartis Option Agreement remains in effect until such time as no Novartis Licensed Product is being developed or commercialized by Novartis, its affiliates, or sublicensees (including distributors or commercial partners), unless terminated earlier. The Company has the right to terminate the Novartis Option Agreement (a) for Novartis’s material breach if such breach remains uncured for 60 days (such cure period shall be extended for an additional period during which Novartis is making good faith efforts to cure such breach) or (b) for Novartis’s failure to use commercially reasonable efforts to develop or commercialize AL102 and/or the Novartis Licensed Product not remedied within four months following written notice to Novartis. Novartis has the right to terminate the Novartis Option Agreement (a) in its entirety or on a country-by-country basis for convenience, upon 60 days written notice to us, (b) for Company’s material breach if such breach remains uncured for 60 days (such cure period shall be extended for an additional period during which Novartis is making good faith efforts to cure such breach) or (c) upon immediate written notice to the Company for insolvency-related events involving the Company. On June 2, 2022, Novartis informed the Company that Novartis does not intend to exercise its option to obtain an exclusive license for AL102, thereby terminating the agreement. AYALA PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 5. Commitments and Contingent Liabilities Lease COMMITMENTS AND CONTINGENT LIABILITIES The Subsidiary rents its facilities under an operating lease agreement, which expired in November 2019. 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 0.5 SCHEDULE OF MINIMUM RENTAL PAYMENTS UNDER OPERATING LEASES Year ended December 31, (in thousands) 2022 360 2023 360 2024 120 Total $ 840 The Subsidiary obtained a bank guarantee in the amount of approximately $ 0.2 The subsidiary leasing expense for the years ended December 2021 and 2020 was $ 0.3 0.3 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. Under the BMS License Agreement, the Company is obligated to use commercially reasonable efforts to develop at least one BMS Licensed Product. The Company has 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. The Company has 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. As consideration of the rights granted by BMS to the Company under the BMS License Agreement, the Company paid BMS a payment of $ 6 1,125,929 7.3 The Company is required to pay BMS payments upon the achievement of certain development or regulatory milestone events of up to $ 95 47 50 Under the terms of the BMS Agreement, the Company was obligated to issue to BMS additional shares of preferred stock as would be required for BMS to maintain its 8 This right terminated upon the closing of the sale of the Company’s Series B Preferred Stock. The Company estimates the fair value of this anti-dilution commitment using the probability weighted expected return method (“PWERM”). At the date of BMS Agreement, the Company recorded liability associated with the anti-dilution right in the amount of approximately $0.5 million, according to its fair value. For the year ended December 31, 2018, the Company recorded an income of approximately $0.5 million for the reassessment of the liability, within financial income, net, in the consolidated statement of operations. 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. The BMS License Agreement remains in effect, on a country-by-country and BMS Licensed Product-by-BMS Licensed Product basis, until the expiration of royalty obligations with respect to a given BMS Licensed Product in the applicable country. Royalties are paid on a country-by-country and BMS Licensed Product-by-BMS Licensed Product basis from the first commercial sale of a particular BMS Licensed Product in a country until the latest of 10 years after the first commercial sale of such BMS Licensed Product in such country, (b) when such BMS Licensed Product is no longer covered by a valid claim in the licensed patent rights in such country, or (c) the expiration of any regulatory or marketing exclusivity for such BMS Licensed Product in such country. Any inventions, and related patent rights, invented solely by either party pursuant to activities conducted under the BMS License Agreement shall be solely owned by such party, and any inventions, and related patent rights, conceived of jointly by the Company and BMS pursuant to activities conducted under the BMS License Agreement shall be jointly owned by the Company and BMS, with BMS’s rights thereto included in the Company’s exclusive license. The Company has the first right—with reasonable consultation with, or participation by, BMS—to prepare, prosecute, maintain and enforce the licensed patents, at the Company’s expense. BMS has the right to terminate the BMS License Agreement in its entirety upon written notice to the Company (a) for insolvency-related events involving the Company, (b) for the Company’s material breach of the BMS License Agreement if such breach remains uncured for a defined period of time, for the Company’s failure to fulfill its obligations to develop or commercialize the BMS Licensed Compounds and/or BMS Licensed Products not remedied within a defined period of time following written notice by BMS, or (d) if the Company or its affiliates commence any action challenging the validity, scope, enforceability or patentability of any of the licensed patent rights. The Company has the right to terminate the BMS License Agreement for convenience upon prior written notice to BMS, the length of notice dependent on whether a BMS Licensed Project has received regulatory approval, (b) upon immediate written notice to BMS for insolvency-related events involving BMS, (c) for BMS’s material breach of the BMS License Agreement if such breach remains uncured for a defined period of time, or (d) on a BMS Licensed Compound-by-BMS Licensed Compound and/or BMS Licensed Product-by-BMS Licensed Product basis upon immediate written notice to BMS if the Company reasonably determine that there are unexpected safety and public health issues relating to the applicable BMS Licensed Compounds and/or BMS Licensed Products. Upon termination of the BMS License Agreement in its entirety by the Company for convenience or by BMS, the Company grants an exclusive, non-transferable, sublicensable, worldwide license to BMS under certain of its patent rights that are necessary to develop, manufacture or commercialize BMS Licensed Compounds or BMS Licensed Products. In exchange for such license, BMS must pay the Company a low single-digit percentage royalty on net sales of the BMS Licensed Compounds and/or BMS Licensed Products by it or its affiliates, licensees or sublicensees, provided that the termination occurred after a specified developmental milestone for such BMS Licensed Compounds and/ or BMS Licensed Products. Option and License Agreement with Novartis International Pharmaceutical Ltd. In December 2018, the Company entered into an evaluation, option and license agreement, or the Novartis Option Agreement, with Novartis International Pharmaceutical Limited, or Novartis, pursuant to which Novartis agreed to conduct certain studies to evaluate AL102 in combination with its B-cell maturation antigen, or BCMA, therapies in multiple myeloma, and the Company agreed to supply AL102 for such studies. All supply and development costs associated with such evaluation studies are fully borne by Novartis. Under the Novartis Option Agreement, the Company granted Novartis an exclusive option to obtain an exclusive (including as to the Company and its affiliates), sublicensable (subject to certain terms and conditions), worldwide license and sublicense (as applicable) under certain patent rights and know-how controlled by the Company (including applicable patent rights and know-how that are licensed from BMS pursuant to the BMS License Agreement) to research, develop, manufacture (subject to the Company’s non-exclusive right to manufacture and supply AL102 or the Novartis Licensed Product for Novartis) and commercialize AL102 or any pharmaceutical product containing AL102 as the sole active ingredient, or the Novartis Licensed Product, for the diagnosis, prophylaxis, treatment, or prevention of multiple myeloma in humans. The Company also granted Novartis the right of first negotiation for the license rights to conduct development or commercialization activities with respect to the use of AL102 for indications other than multiple myeloma. Additionally, from the exercise by Novartis of its option until the termination of the Novartis Option Agreement, the Company may not, either itself or through its affiliates or any other third parties, directly or indirectly research, develop or commercialize certain BCMA-related compounds for the treatment of multiple myeloma. According to the agreement, Novartis shall pay the Company a low eight figure option exercise fee in order to exercise its option and activate its license, upon which the Company will be eligible to receive development, regulatory and commercial milestone payments of up to $ 245 Licensed Product basis from the first commercial sale of a particular Novartis Licensed Product in a country until the latest of (a) 10 10 Novartis shall own any inventions, and related patent rights, invented solely by it or jointly with the Company in connection with activities conducted pursuant to the Novartis Option Agreement. The Company will maintain first right to prosecute and maintain any patents licensed to Novartis, both before and after its exercise of its option. The Company maintain the first right to defend and enforce its patents prior to Novartis’s exercise of its option, upon which Novartis gains such right with respect to patents included in the license. The option granted to Novartis will remain in effect until the earlier of (a) 60 36 60 60 60 |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Leases | ||
LEASES | 6. LEASES Operating Leases The Company previously leased a corporate office and manufacturing facility in Princeton, New Jersey under an operating lease that was set to expire in November 2025 1,000,000 182,000 818,000 4,512,000 5,628,000 116,000 On March 25, 2021, the Company entered into a new one-year lease agreement for its corporate office/lab with base rent of approximately $ 29,000 March 25, 2023 43,000 Supplemental balance sheet information related to leases was as follows (in thousands): SCHEDULE OF SUPPLEMENTAL BALANCE SHEET RELATED TO LEASES July 31, 2022 October 31, 2021 Operating leases: Operating lease right-of-use assets $ 19 $ 40 Operating lease liability $ 19 $ 28 Operating lease liability, net of current portion - 12 Total operating lease liabilities $ 19 $ 40 Supplemental lease expense related to leases was as follows (in thousands): SCHEDULE OF LEASE EXPENSES Lease Cost (in thousands) Statements of Operations Classification For the Three Months Ended July 31, 2022 For the Nine Months Ended July 31, 2022 Operating lease cost General and administrative $ 7 $ 22 Variable lease cost General and administrative 17 36 Total lease expense $ 24 $ 58 Lease Cost (in thousands) Statements of Operations Classification For the Three Months Ended July 31, 2021 For the nine Months Ended July 31, 2021 Operating lease cost General and administrative $ - $ 1,301 Short-term lease cost General and administrative 12 16 Variable lease cost General and administrative 4 165 Total lease expense $ 16 $ 1,482 Other information related to leases where the Company is the lessee is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES July 31, 2022 October 31, 2021 Weighted-average remaining lease term 0.7 1.4 Weighted-average discount rate 3.79 % 3.79 % Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES For the Nine Months Ended July 31, 2022 For the Nine Months Ended July 31, 2021 Cash paid for operating lease liabilities $ 22 $ 1,363 Future minimum lease payments under non-cancellable leases as of July 31, 2022 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES Fiscal Year ending October 31, 2022 (Remaining) $ 7 2023 13 Total minimum lease payments 20 Less: Imputed interest 1 Total $ 19 | 12. LEASES Operating Leases The Company leased its corporate office and manufacturing facility in Princeton, New Jersey under an operating lease that was set to expire in November 2025 . The Company had the option to renew the lease term for two additional five-year terms. The renewal periods were not included the lease term for purposes of determining the lease liability or right-of-use asset. The Company provided a security deposit of approximately $ 182,000 , which was recorded as other assets in the consolidated balance sheet as of October 31, 2020. The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities: ● As the Company does not have sufficient insight to determine an implicit rate, the Company estimated the incremental borrowing rate in calculating the present value of the lease payments. The Company utilized a synthetic credit rating model to determine a benchmark for its incremental borrowing rate for its leases. The benchmark rate was adjusted to arrive at an appropriate discount rate for the lease. ● Since the Company elected to account for each lease component and its associated non-lease components as a single combined component, all contract consideration was allocated to the combined lease component. ● Renewal option periods have not been included in the determination of the lease terms as they are not deemed reasonably certain of exercise. ● Variable lease payments, such as common area maintenance, real estate taxes, and property insurance are not included in the determination of the lease’s right-of-use asset or lease liability. On March 26, 2021, the Company entered into a Lease Termination and Surrender Agreement with respect to this lease agreement. The Lease Termination and Surrender Agreement provides for the early termination of the lease, which became effective on March 31, 2021. In connection with the early termination of the lease, the Company was required to pay a $ 1,000,000 182,000 818,000 4.5 5.6 0.1 On March 25, 2021, the Company entered into a new lease agreement for its corporate office/lab with base rent of approximately $ 29,000 March 25, 2022 March 25, 2023 43,000 Supplemental balance sheet information related to leases as of October 31 was as follows (in thousands): SCHEDULE OF SUPPLEMENTAL BALANCE SHEET RELATED TO LEASES October 31, 2021 October 31, 2020 Operating leases: Operating lease right-of-use assets $ 40 $ 4,839 Operating lease liability $ 28 $ 962 Operating lease liability, net of current portion 12 5,055 Total operating lease liabilities $ 40 $ 6,017 Supplemental lease expense related to leases was as follows (in thousands): SCHEDULE OF LEASE EXPENSES Lease Cost (in thousands) Statements of Operations Classification For the Fiscal For the Fiscal Operating lease cost General and administrative $ 1,302 $ 1,158 Short-term lease cost General and administrative 14 320 Variable lease cost General and administrative 180 547 Total lease expense $ 1,496 $ 2,025 Other information related to leases where the Company is the lessee is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES October 31, 2021 October 31, 2020 Weighted-average remaining lease term 1.4 5.1 Weighted-average discount rate 3.79 % 6.5 % Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES For the Fiscal For the Fiscal Cash paid for operating lease liabilities $ 547 $ 1,233 Future minimum lease payments under non-cancellable leases as of October 31, 2021 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES Fiscal Year ending October 31, 2022 (Remaining) $ - 2022 $ 29 2023 12 Total minimum lease payments 41 Less: Imputed interest (1 ) Total $ 40 |
TAX
TAX | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
TAX | 13. INCOME TAXES TAX The income tax provision (benefit) consists of the following (in thousands): SCHEDULE OF INCOME TAX PROVISION (BENEFIT) October 31, 2021 October 31, 2020 Federal Current $ - $ - Deferred 141 (4,578 ) State and Local Current - - Deferred 131 (1,445 ) Foreign Current 50 50 Deferred - - Change in valuation allowance (272 ) (6,023 ) Income tax provision (benefit) $ 50 $ 50 The Company has U.S. federal net operating loss carryovers (“NOLs”) of approximately $ 314.8 299.2 56.0 2038 153.7 137.6 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as other expense in the consolidated statement of operations. Penalties would be recognized as a component of general and administrative expenses in the consolidated statement of operations. No The Company files tax returns in the U.S. federal and state jurisdictions and is subject to examination by tax authorities beginning with the fiscal year ended October 31, 2018. The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following (in thousands): SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) Years Ended October 31, 2021 October 31, 2020 Deferred Tax Assets Net operating loss carryovers $ 32,971 $ 28,553 Stock-based compensation 4,566 10,132 Research and development credits 11,371 10,742 Capitalized R&D costs 14,536 13,822 Adoption of ASC 842 – Lease Liability 11 1,691 Other deferred tax assets 92 224 Total deferred tax assets $ 63,547 $ 65,164 Valuation allowance (62,573 ) (62,845 ) Deferred tax asset, net of valuation allowance $ 974 $ 2,319 Deferred Tax Liabilities Adoption of ASC 842 – ROU Asset (11 ) (1,360 ) Patent cost (943 ) (917 ) Other deferred tax liabilities (20 ) (42 ) Total deferred tax liabilities $ (974 ) $ (2,319 ) Net deferred tax asset (liability) $ - $ - The expected tax (expense) benefit based on the statutory rate is reconciled with actual tax expense benefit as follows: SCHEDULE OF EXPECTED TAX (EXPENSE) BENEFIT BASED ON STATUTORY RATE WITH ACTUAL TAX EXPENSE BENEFIT 2021 Years Ended October 31, 2021 October 31, 2020 US Federal statutory rate 21.00 % 21.00 % State income tax, net of federal benefit (0.73 ) 5.48 Merger costs (1.68 ) 0.00 Other permanent differences (0.02 ) (0.05 ) Research and development credits 3.09 1.73 Warrant Liability 1.14 0.00 Foreign taxes (0.28 ) (0.19 ) Change in valuation allowance 1.52 (22.82 ) Stock option expirations (24.32 ) (5.33 ) Income tax (provision) benefit (0.28 )% (0.19 )% The “Foreign taxes” income tax expense in the consolidated statement of operations for both the years ended October 31, 2021 and 2020 pertain to a Taiwan Excise tax of $50,000 levied in connection with the GBP Revenue. | ||
Ayala Pharmaceuticals Inc [Member] | |||
TAX | NOTE 3— TAX The Company has reviewed the tax positions taken, or to be taken, in its tax returns for all tax years currently open to examination by a taxing authority. As of September 30, 2022 and 2021, the Company has recorded an uncertain tax position liability exclusive of interest and penalties of $ 1.3 0.9 71 46 SCHEDULE OF UNRECOGNIZED TAX BENEFITS Nine months Year ended ended September 30, December 31, 2022 2021 (in thousands) Uncertain tax position at the beginning of the period $ 858 $ 581 Additions for uncertain tax position of prior years (foreign exchange and interest) 19 17 Additions for tax positions of current period 470 260 Uncertain tax position at the end of the period $ 1,347 $ 858 The Company files U.S. federal, various U.S. state and Israeli income tax returns. The associated tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. In the United States and Israel, the 2017 and subsequent tax years remain subject to examination by the applicable taxing authorities as of September 30, 2022. | 9. Taxes on Income TAX 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 LOSS FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME Year ended Year ended December 31, December 31, 2021 2020 United States $ (39,018 ) $ (29,698 ) Israel (460 ) (23 ) Net loss before tax $ (39,478 ) $ (29,721 ) Income tax expense is summarized as follows (in thousands): SCHEDULE OF INCOME TAX PROVISION (BENEFIT) Year ended Year ended December 31, December 31, 2021 2020 Current: Federal $ — $ - State — Foreign 776 426 Current, total $ 776 $ 426 Deferred: Federal $ — $ — State — — Foreign — — Deferred, total $ — $ — Income tax expense $ 776 $ 426 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 EXPECTED TAX (EXPENSE) BENEFIT BASED ON STATUTORY RATE WITH ACTUAL TAX EXPENSE BENEFIT Year ended Year ended December, 31 December, 31 2021 2020 U.S. federal tax provision at statutory rate 21.00 % 21.00 % State and local tax, net of federal benefit 4.01 4.64 Foreign rate differences (0.09 ) (0.07 ) Non-deductible stock compensation (1.43 ) (1.11 ) Section 951A GILTI 0.00 (0.85 ) Effect of other permanent differences (0.07 ) (0.07 ) Uncertain tax positions (0.66 ) (0.52 ) Change in valuation allowance (34.39 ) (26.65 ) Federal Tax Reform Rate Change 0.00 0.00 Tax Credits 6.01 — Provision to Return 3.95 — Other adjustments (0.30 ) 2.20 Effective tax rate (1.97 )% (1.43 )% Deferred Income Taxes 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 (LIABILITIES) As of As of December 31, December 31, 2021 2020 Deferred tax assets: Federal net operating loss carryforwards $ 22,614 $ 12,752 Intangible assets 3,402 651 Accrued expenses 3,011 3,022 Other 169 — Total deferred tax assets 29,196 16,425 Valuation allowance (29,196 ) (16,425 ) Net deferred tax assets $ — $ — As of December 31, 2021, the Company has provided a valuation allowance of approximately $ 29.2 Available Carryforward Tax Losses As of December 31, 2021, we had net operating loss carryforwards, or NOLs, of $ 91.6 57.7 80 In addition, as of December 31, 2021, the Company had federal Orphan Drug research and development credit carryforwards of approximately $ 618 33 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, 2021, and 2020, the Company has recorded an uncertain tax position liability exclusive of interest and penalties of approximately $ 0.9 0.6 SCHEDULE OF UNRECOGNIZED TAX BENEFITS 2021 2020 (in thousands) (in thousands) Uncertain tax position at the beginning of year $ 581 $ 424 Additions for uncertain tax position of prior years (foreign exchange and interest) 17 3 Additions for tax positions of current year 260 153 Uncertain tax position at the end of the year $ 858 $ 581 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 2017, 2018, 2019, 2020 and 2021 for all tax jurisdictions. Israel: In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years) which reduces the corporate income tax rate from 25 24 23 The Israeli corporate income tax rate was 23 |
FAIR VALUE
FAIR VALUE | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
FAIR VALUE | 13. FAIR VALUE The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities. The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of July 31, 2022 and October 31, 2021 (in thousands): SCHEDULE OF FAIR VALUE MEASUREMENTS Level 1 Level 2 Level 3 Total Fair Value Measured at July 31, 2022 Level 1 Level 2 Level 3 Total Financial assets at fair value: Cash equivalents (money market funds) $ 17,183 $ - $ - $ 17,183 Total Financial Assets at Fair Value $ 17,183 $ - $ - $ 17,183 Financial liabilities at fair value: Common stock warrant liability, warrants exercisable at $ 20.00 $ - $ - $ 2 $ 2 Common stock warrant liability, warrants exercisable at $ 56.00 - - 285 285 Total financial liabilities at fair value $ - $ - $ 287 $ 287 Level 1 Level 2 Level 3 Total Fair Value Measured at October 31, 2021 Level 1 Level 2 Level 3 Total Financial assets at fair value: Cash equivalents (money market funds) $ 17,153 $ - $ - $ 17,153 Total Financial Assets at Fair Value $ 17,153 $ - $ - $ 17,153 Financial liabilities at fair value: Common stock warrant liability, warrants exercisable at $ 24.00 $ - $ - $ 27 $ 27 Common stock warrant liability, warrants exercisable $ - $ - $ 27 $ 27 Common stock warrant liability, warrants exercisable at $ 56.00 - - 4,902 4,902 Total financial liabilities at fair value $ - $ - $ 4,929 $ 4,929 The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the nine months ended July 31, 2022. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. SCHEDULE OF FAIR VALUE MEASURING UNOBSERVABLE INPUTS Preferred Stock Redemption Liability Warrant Liabilities Total Fair value at October 31, 2021 $ - $ 4,929 $ 4,929 Additions 87 - 87 Change in fair value (43 ) (4,642 ) (4,685 ) Redemption (44 ) - (44 ) Fair value at July 31, 2022 $ - $ 287 $ 287 | 14. FAIR VALUE FAIR VALUE The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities. The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of October 31, 2021 and October 31, 2020: SCHEDULE OF FAIR VALUE MEASUREMENTS October 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents (money market funds) $ 17,153 $ - $ - $ 17,153 Common stock warrant liability, warrants exercisable at $ 24.00 - - 27 27 Common stock warrant liability, warrants exercisable at $ 56.00 - - 4,902 4,902 Total $ 17,153 $ - $ 4,929 $ 22,082 October 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents (money market funds) $ 17,149 $ - $ - $ 17,149 Common stock warrant liability, warrants exercisable at $ 29.76 - - 17 17 Total $ 17,149 $ $ 17 $ 17,166 The following table sets forth a summary of the changes in the fair value of the Company’s warrant liabilities: SCHEDULE OF CHANGES IN FAIR VALUE OF WARRANT LIABILITIES Year Ended October 31, 2021 2020 Beginning balance $ 17 $ 19 Warrants issued 5,882 - Warrant exercises - (2 ) Change in fair value (970 ) - Ending balance $ 4,929 $ 17 | |
Ayala Pharmaceuticals Inc [Member] | |||
FAIR VALUE | 6. Fair Value Measurements FAIR VALUE As of December 31, 2021, the Company had no financial liabilities measured at fair value. The following tables summarize the fair value measurements of our financial instruments as of December 31, 2021: SCHEDULE OF FAIR VALUE MEASUREMENTS Fair Value Measurements at December 31, 2021 Quoted Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total ($in thousands) Cash equivalents: Money market funds $ 32,900 $ — $ — $ 32,900 Total cash equivalents $ 32,900 $ — $ — $ 32,900 The following tables summarize the fair value measurements of our financial instruments as of December 31, 2020: Fair Value Measurements at December 31, 2020 Quoted Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total ($in thousands) Cash equivalents: Money market funds $ 35,900 $ — $ — $ 35,900 Total cash equivalents $ 35,900 $ — $ — $ 35,900 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Oct. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | 15. EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) Plan. Employees become eligible for participation upon the start of employment. Participants may elect to have a portion of their salary deferred and contributed to the 401(k) Plan up to the limit allowed under the Internal Revenue Code. The Company makes a matching contribution to the plan for each participant who has elected to make tax-deferred contributions for the plan year. The Company made matching contributions which amounted to approximately $ 0.1 million for each of the years ended October 31, 2021 and 2020, respectively. These amounts were charged to the consolidated statement of operations. The employer contributions vest immediately. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jul. 31, 2022 | Oct. 31, 2021 | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Merger with Ayala Pharmaceuticals, Inc. On October 18, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”), subject to shareholder approval, with Ayala Pharmaceuticals, Inc. (“Ayala”) and Doe Merger Sub, Inc. (“Merger Sub”), a direct, wholly-owned subsidiary of Advaxis. Under the terms of the agreement, the Merger Sub will merge with and into Ayala, with Ayala continuing as the surviving company and a wholly-owned subsidiary of Advaxis (the “Merger”). Immediately after the merger, Advaxis stockholders as of immediately prior to the merger are expected to own approximately 37.5% of the outstanding shares of the combined company and former Ayala shareholders are expected to own approximately 62.5% of the outstanding shares of the combined company. The merger will be accounted for a reverse acquisition pursuant to ASC 805-40. At the effective time of the Merger (the “Effective Time”), each share of share capital of Ayala issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of shares of Advaxis common stock, par value $ 0.001 equal to the exchange ratio, 0.1874 shares of Advaxis common stock per Ayala share. If the Merger Agreement is terminated under certain circumstances, Advaxis or Ayala, as applicable, will be required to pay the other party a termination fee up to $ 600,000 | 16 . SUBSEQUENT EVENTS On January 31, 2022, the Company closed on an offering with certain institutional investors for the private placement of 1,000,000 shares of Series D convertible redeemable preferred stock. The shares to be sold have an aggregate stated value of $ 5,000,000 . Each share of the Series D preferred stock has a purchase price of $ 4.75 , representing an original issue discount of 5% of the stated value. The shares of Series D preferred stock are convertible into shares of the Company’s common stock, upon the occurrence of certain events, at a conversion price of $ 20.00 per share. The conversion, at the option of the stockholder, may occur at any time following the receipt of the stockholders’ approval for a reverse stock split. The Company will be permitted to compel conversion of the Series D preferred stock after the fulfillment of certain conditions and subject to certain limitations. The Series D preferred stock will also have a liquidation preference over the common stock, and may be redeemed by the investors, in accordance with certain terms, for a redemption price equal to 105% of the stated value, or in certain circumstances, 110% of the stated value . The Company and the holders of the Series D preferred stock will also enter into a registration rights agreement to register the resale of the shares of common stock issuable upon conversion of the Series D preferred stock. Total gross proceeds from the offering, before deducting the financial advisor’s fees and other estimated offering expenses, are $ 4.75 million. | |
Ayala Pharmaceuticals Inc [Member] | |||
SUBSEQUENT EVENTS | NOTE 5— SUBSEQUENT EVENTS Agreement and Plan of Merger On October 18, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Advaxis, Inc., a Delaware corporation (“Advaxis”). The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein: (i) each share of the common stock, par value $ 0.01 per share, of the Company (the “Ayala Common Stock”) issued and outstanding immediately prior to the Merger shall be automatically converted into the right to receive 0.1874 shares (as such amount may be adjusted as provided in the Merger Agreement “Exchange Ratio”) of the common stock, par value $ 0.001 per share, of Advaxis (the “Advaxis Common Stock”), (iii) each outstanding option to purchase shares of the Ayala Common Stock (each, an “ Ayala Option”) will be substituted and converted automatically into an option (each, an “Advaxis Replacement Option”) to purchase the number of shares of Advaxis Common Stock equal to the product obtained by multiplying (a) the number of shares of Ayala Common Stock subject such Ayala Option immediately prior to the effective time of the Merger, by (b) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, with each such Advaxis Replacement Option to have an exercise price per share of Advaxis Common Stock equal to (x) the per share exercise price for the shares of Ayala Common Stock subject to the corresponding Ayala Option immediately prior to the effective time of the Merger, divided by (y) the Exchange Ratio, rounded up to the nearest whole cent, and (iv) each restricted stock unit of the Company (each, an “Ayala RSU”) outstanding immediately prior to the effective time of the Merger, whether or not vested, will be substituted and converted automatically into a restricted stock unit award of Advaxis with respect to a number of shares of Advaxis Common Stock equal to the product obtained by multiplying (i) the total number of shares of Ayala Common Stock subject to such Ayala RSU immediately prior to the effective time of the Merger by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share. Upon completion of the Merger, the Company’s stockholders will own approximately 62.5% 37.5 Consummation of the Merger is subject to certain closing conditions, including, among other things, (i) approval of the Merger Agreement and the Transactions by the Company’s stockholders (the “Ayala Stockholder Approval”); (ii) the effectiveness of a registration statement on Form S-4 filed by Advaxis registering the shares of Advaxis Common Stock to be issued in connection with the Merger; (iii) receipt of all required state securities or “blue sky” authorizations for the issuance of such shares of Advaxis Common Stock, except for such authorizations the lack of receipt of which would not reasonably be expected to have a material adverse impact on any of the parties to the Merger Agreement or their respective affiliates; (iv) the absence of any law or judgment of a governmental entity of competent jurisdiction that is in effect and restrains, enjoins, or otherwise prohibits consummation of the Merger; (v) the absence of a material adverse effect on the business, financial condition or results of operations of, respectively, (a) the Company and its subsidiaries, taken as a whole or (b) Advaxis and its subsidiaries, taken as a whole; (vi) the accuracy of the Company’s and Advaxis’s representations and warranties, subject to specified materiality qualifications; (vii) compliance by the Company and Advaxis with its respective covenants in the Merger Agreement in all material respects; and (viii) delivery of customary closing documents, including a customary officer certificate from the Company and Advaxis. The Merger Agreement provides that the payment of a $ 600,000 Closing of the Merger is expected to occur during the first quarter of 2023. The representations, warranties, agreements and covenants of the parties set forth in the Merger Agreement will terminate at the Closing. |
TEMPORARY EQUITY
TEMPORARY EQUITY | 9 Months Ended |
Jul. 31, 2022 | |
Temporary Equity | |
TEMPORARY EQUITY | 9. TEMPORARY EQUITY Series D Convertible Preferred Stock Offering On January 31, 2022, the Company consummated an offering with certain institutional investors for the private placement of 1,000,000 5,000,000 4.75 5 20.00 105 110 4.3 Since the Series D preferred stock had a redemption feature at the option of the holder, it was classified as temporary equity. At the January 31, 2022 issuance date, the Series D preferred stock was recorded on the balance sheet at approximately $ 4,225,000 4,312,000 87,000 On April 6, 2022, the holders of all 1,000,000 105 5.00 1,025,000 Preferred Stock Redemption Liability The Company evaluated the preferred stock redemption feature under ASC 815. Since the preferred stock redemption feature is not considered to be clearly and closely related to the preferred stock host and the redemption feature meets the four characteristics of a derivative under ASC 815, the preferred stock redemption feature is required to be bifurcated from the preferred stock host and valued as a liability. The Company utilized a binomial model to calculate the fair value of the preferred stock redemption feature at issuance. In measuring the preferred stock redemption liability at April 6, 2021 (redemption date) and January 31, 2022 (issuance date), the Company used the following inputs in its binomial model: SCHEDULE OF PREFERRED STOCK REDEMPTION LIABILITY April 6, 2022 January 31, 2022 Exercise Price $ 20.00 $ 20.00 Stock Price $ 9.04 $ 10.88 Volatility % 96 % 105 % Risk Free Rate 1.25 % 1.00 % At April 6, 2022 and January 31, 2022, the fair value of the preferred stock redemption liability was approximately $ 44,000 87,000 44,000 0 44,000 |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Ayala Pharmaceuticals Inc [Member] | |
COMMON STOCK | 7. Common Stock 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, 2021 and 2020. On May 12, 2020, the Company completed the sale of shares of its Common Stock in its IPO. In connection with the IPO, the Company issued and sold 3,940,689 274,022 15.00 52.8 In connection with the IPO, the Company effected a one-for-two reverse stock split of its Common Stock which became effective on May 4, 2020. Upon the closing of the IPO, all of the outstanding shares of Series A preferred stock and Series B preferred stock automatically converted into an aggregate of 3,715,222 200,000,000 10,000,000 On February 19, 2021, we entered into a Securities Purchase Agreement (the “2021 Purchase Agreement”) with the purchasers named therein (the “Investors”). Pursuant to the 2021 Purchase Agreement, we agreed to issue (i) an aggregate of 333,333 0.01 116,666 18.10 4,999,995.00 1,333,333 0.01 466,666 19,986,661.67 1.715 1,799,999 In June 2021, we entered into an Open Market Sales Agreement, or the Sales Agreement, with Jefferies LLC, or Jefferies, as sales agent, pursuant to which we may, from time to time, issue and sell common stock with an aggregate value of up to $ 200.0 827,094 10.4 Total shares of Common Stock reserved for issuance are summarized as follows: SCHEDULE OF TOTAL SHARES OF COMMON STOCK RESERVED FOR ISSUANCE December 31, December 31, 2021 2020 Options Outstanding 900,789 695,674 Warrants for common shares of the company. 1,799,999 Shares available for future option grants 593,040 387,736 Total shares of Common Stock reserved for Issuance 3,293,828 1,083,410 Composition of Capital Stock: SCHEDULE OF COMPOSITION OF CAPITAL STOCK December 31, December 31, 2021 2020 Issued and Issued and Authorized outstanding Authorized outstanding Shares of USD 0.01 par value: Common Stock 200,000,000 13,956,035 * 200,000,000 12,728,446 * * Does not include 124,348 96,017 |
NET LOSS PER SHARE ATTRIBUTABLE
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 12 Months Ended |
Dec. 31, 2021 | |
Ayala Pharmaceuticals Inc [Member] | |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 10. Net Loss Per Share Attributable to Common Stockholders 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): SCHEDULE OF THE LOSS PER SHARE Year ended Year ended December 31, December 31, 2021 2020 Numerator: Net loss $ 40,254 $ 30,146 Denominator: Weighted-average number of shares used to compute net loss per share, basic and diluted 14,398,905 9,860,610 The calculation of basic and diluted Loss Per Share includes 1,333,333 1,155,555 0.01 The following potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share for the period presented due to their anti-dilutive effect: 466,666 900,789 The following potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share for the period presented due to their anti-dilutive effect: 3,679,778 3,750,674 695,674 |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2022 | |
Ayala Pharmaceuticals Inc [Member] | |
REVENUES | NOTE 2— REVENUES 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 must 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 expects to be entitled to receive in exchange for those goods or services. In December 2018, the Company entered into an evaluation, option and license agreement (the “Novartis Agreement”) with Novartis International Pharmaceutical Limited (“Novartis”) for which the Company is paid for its research and development costs. The Company concluded that there is one distinct performance obligation under the Novartis Agreement: Research and development services, an obligation which is satisfied over time. Revenue associated with the research and development services in the amounts of approximately $ 91 0.6 0.6 2.4 The Company concluded that progress towards completion of the research and development performance obligation related to the Novartis Agreement is best measured in an amount proportional to the expenses relative to the total estimated expenses. The Company periodically reviews and updates its estimates, when appropriate, which may adjust revenue recognized for the period. Most of the company’s revenues derive from the Novartis Agreement, for which revenues consist of reimbursable research and development costs. On June 2, 2022, Novartis informed the Company that Novartis does not intend to exercise its option to obtain an exclusive license for AL102, thereby terminating the agreement. AYALA PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
Use of estimates | Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used when accounting for such items as the fair value and recoverability of the carrying value of property and equipment and intangible assets (patents and licenses), determining the Incremental Borrowing Rate (“IBR”) for calculating Right-Of-Use (“ROU”) assets and lease liabilities, deferred expenses, deferred revenue, the fair value of options, warrants and related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. On an ongoing basis, the Company reviews its estimates to ensure that they appropriately reflect changes in the business or as new information becomes available. Actual results may differ from these estimates. | |||
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated. | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated. | ||
Revenue Recognition | Revenue Recognition Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which 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 ASC 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. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company enters into licensing agreements that are within the scope of ASC 606, under which it may exclusively license rights to research, develop, manufacture and commercialize its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use significant judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price as described further below. The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Exclusive Licenses. Milestone Payments. | |||
Collaborative Arrangements | Collaborative Arrangements The Company analyzes its collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC Topic 808, Collaborative Arrangements | |||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. As of October 31, 2021 and 2020, the Company had cash equivalents of approximately $ 17.2 17.1 | |||
Concentrations of Credit Risk | Concentration of Credit Risk The Company maintains its cash in bank deposit accounts (checking) that at times exceed federally insured limits. Approximately $ 41.6 million is subject to credit risk at October 31, 2021. The Company has not experienced any losses in such accounts. | |||
Deferred Expenses | Deferred Expenses Deferred expenses consist of advanced payments made on research and development projects. Expense is recognized in the consolidated statement of operations as the research and development activity is performed. | |||
Property and Equipment, Net | Property and Equipment Property and equipment are stated at cost. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the asset’s estimated useful life or the remaining lease term. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets ranging from three ten years When depreciable assets are retired or sold the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. | |||
Intangible Assets | Intangible Assets Intangible assets are recorded at cost and include patents and patent application costs, licenses and software. Intangible assets are amortized on a straight-line basis over their estimated useful lives ranging from three 20 | |||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically assesses the carrying value of intangible and other long-lived assets, and whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The assets are considered to be impaired if the Company determines that the carrying value may not be recoverable based upon its assessment, which includes consideration of the following events or changes in circumstances: ● the asset’s ability to continue to generate income from operations and positive cash flow in future periods; ● loss of legal ownership or title to the asset(s); ● significant changes in the Company’s strategic business objectives and utilization of the asset(s); and ● the impact of significant negative industry or economic trends. If the assets are considered to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fair value is determined by the application of discounted cash flow models to project cash flows from the assets. In addition, the Company bases estimates of the useful lives and related amortization or depreciation expense on its subjective estimate of the period the assets will generate revenue or otherwise be used by it. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less selling costs. The Company also periodically reviews the lives assigned to long-lived assets to ensure that the initial estimates do not exceed any revised estimated periods from which the Company expects to realize cash flows from its assets. | |||
Leases | Leases At the inception of an arrangement, the Company determines whether an arrangement is or contains a lease based on the facts and circumstances present in the arrangement. An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Most leases with a term greater than one year are recognized on the consolidated balance sheet as operating lease right-of-use assets and current and long-term operating lease liabilities, as applicable. The Company has elected not to recognize on the consolidated balance sheet leases with terms of 12 months or less. The Company typically only includes the initial lease term in its assessment of a lease arrangement. Options to extend a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued rent. The interest rate implicit in the Company’s leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. | |||
Net Loss per Share | Net Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share give effect to dilutive options, warrants, restricted stock units and other potential common stock outstanding during the period. In the case of a net loss, the impact of the potential common stock resulting from warrants, outstanding stock options and convertible debt are not included in the computation of diluted loss per share, as the effect would be anti-dilutive. In the case of net income, the impact of the potential common stock resulting from these instruments that have intrinsic value are included in the diluted earnings 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 ANTI -DILUTED SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE 2022 2021 As of July 31, 2022 2021 Warrants 377,818 377,818 Stock options 11,118 12,892 Total 388,936 390,710 | Net Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share give effect to dilutive options, warrants, restricted stock units and other potential common stock outstanding during the period. In the case of a net loss, the impact of the potential common stock resulting from warrants, outstanding stock options and convertible debt are not included in the computation of diluted loss per share, as the effect would be anti-dilutive. In the case of net income, the impact of the potential common stock resulting from these instruments that have intrinsic value are included in the diluted earnings per share. The table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share (as of October 31, 2020, 327,338 0 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE As of October 31, 2021 2020 Warrants 377,818 4,971 Stock options 11,192 12,647 Restricted stock units - 69 Total 389,010 17,687 | ||
Research and Development | Research and Development Expenses Research and development costs are expensed as incurred and include but are not limited to clinical trial and related manufacturing costs, payroll and personnel expenses, lab expenses, and related overhead costs. | |||
Stock-Based Compensation | Stock Based Compensation The Company has an equity plan which allows for the granting of stock options to its employees, directors and consultants for a fixed number of shares with an exercise price equal to the fair value of the shares at date of grant. The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is then recognized over the requisite service period, usually the vesting period, in both research and development expenses and general and administrative expenses on the consolidated statement of operations, depending on the nature of the services provided by the employees or consultants. The process of estimating the fair value of stock-based compensation awards and recognizing stock-based compensation cost over their requisite service period involves significant assumptions and judgments. The Company estimates the fair value of stock option awards on the date of grant using the Black Scholes Model for the remaining awards, which requires that the Company makes certain assumptions regarding: (i) the expected volatility in the market price of its common stock; (ii) dividend yield; (iii) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected holding period). As a result, if the Company revises its assumptions and estimates, stock-based compensation expense could change materially for future grants. The Company accounts for stock-based compensation using fair value recognition and records forfeitures as they occur. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that vest over their requisite service period, based on the vesting provisions of the individual grants. | |||
Fair Value of Financial Instruments: | Fair Value of Financial Instruments The carrying value of financial instruments, including cash and cash equivalents and accounts payable, approximated fair value as of the balance sheet date presented, due to their short maturities. | |||
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For share-based derivative financial instruments, the Company used the Monte Carlo simulation model, the Black Scholes model and a binomial model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement of the instrument could be required within 12 months after the balance sheet date. | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used the Monte Carlo simulation model and the Black Scholes model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement of the instrument could be required within 12 months of the balance sheet date. | ||
Sequencing Policy | Sequencing Policy The Company adopted a sequencing policy under ASC 815-40-35, if reclassification of contracts from equity to liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares. This was due to the Company committing more shares than authorized. Certain instruments are classified as liabilities, after allocating available authorized shares on the basis of the most recent grant date of potentially dilutive instruments. Pursuant to ASC 815, issuances of securities granted as compensation in a share-based payment arrangement are not subject to the sequencing policy. | |||
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” | |||
Newly Issued Accounting Pronouncements | Recent Accounting Standards In December 2019, the FASB issued ASU 2019-12, Simplification of Income Taxes (Topic 740) Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this standard effective November 1, 2021 and it is not material to the financial results of the Company. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share (“EPS”) calculations as a result of these changes. The standard will be effective for the Company for fiscal years beginning after December 15, 2023 and can be applied on either a fully retrospective or modified retrospective basis. Early adoption is permitted for fiscal years beginning after December 15, 2020. The Company adopted this standard effective November 1, 2021 and it is not material to the financial results of the Company. Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying condensed consolidated financial statements. | Recent Accounting Standards In December 2019, the FASB issued ASU 2019-12, Simplification of Income Taxes (Topic 740) Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted and is not material to the financial results of the Company. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share (“EPS”) calculations as a result of these changes. The standard will be effective for the Company for fiscal years beginning after December 15, 2023 and can be applied on either a fully retrospective or modified retrospective basis. Early adoption is permitted for fiscal years beginning after December 15, 2020. We are currently evaluating the impact of this standard on our consolidated financial statements. Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying consolidated financial statements. | ||
Basis of Presentation | Basis of Presentation/Estimates The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and the accompanying unaudited interim condensed consolidated balance sheet as of July 31, 2022 has been derived from the Company’s October 31, 2021 audited financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements furnished include all adjustments (consisting of normal recurring accruals) necessary for a fair statement of the results for the interim periods presented. Operating results for interim periods are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Significant estimates include the timelines associated with revenue recognition on upfront payments received, fair value and recoverability of the carrying value of property and equipment and intangible assets, fair value of warrant liability, grant date fair value of options, deferred tax assets and any related valuation allowance and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, based on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could materially differ from these estimates. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements of the Company as of and for the fiscal year ended October 31, 2021 and notes thereto contained in this proxy statement/prospectus. | |||
Cash and Cash Equivalents and Short-term restricted bank deposits | Restricted Cash On January 31, 2022, the Company transferred $ 5,250,000 | |||
Convertible Preferred Stock | Convertible Preferred Stock Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity (“mezzanine”) until such time as the conditions are removed or lapse. | |||
Reverse Stock Split | Reverse Stock Split On March 31, 2022, the Company’s stockholders voted to approve an amendment to allow the Company to execute a reverse stock split of common stock within a range of 1 for 20 to 1 for 80, without reducing the authorized number of shares of the common stock, at the discretion of the Board of Directors. On June 3, 2022, the Board of Directors approved a 1 for 80 reverse stock split, which became effective on June 6, 2022. All references in this Report to number of shares, price per share and weighted average number of shares of common stock outstanding prior to this reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis, unless otherwise noted. | |||
Ayala Pharmaceuticals Inc [Member] | ||||
Use of estimates | 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. | 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. | ||
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. | |||
Revenue Recognition | 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 must 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. In December 2018, the Company entered into an Evaluation Option to acquire License Agreement (the “Novartis Agreement”) with Novartis International Pharmaceutical Limited (“Novartis”) for which the company is paid for its research and development costs. For additional details regarding the Novartis Agreement, refer to Note 5. The Company concluded that there is one distinct performance obligation under the Novartis Agreement: Research and development services, obligation which is satisfied over time. Revenue associated with the research and development services in the amount of $ 3.5 3.7 The Company concluded that progress towards completion of the research and development performance obligation related to the Novartis Agreement is best measured in an amount proportional to the expenses incurred from the total estimated expenses. The Company periodically reviews and updates its estimates, when appropriate, which may adjust revenue recognized for the period. The transaction price to be recognized as revenue under the Novartis Agreement consists of the reimbursable research and development costs. | |||
Concentrations of Credit Risk | 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. Company’s trade receivables are from one customer as of December 31, 2021, and December 31, 2020. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis. The Company grants credit of 45 days to this one customer. | |||
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, at the following annual rates: SCHEDULE OF PROPERTY AND EQUIPMENT Computers and Software 33 % Lab Equipment 15 % Office Furniture and Equipment 7 % Leasehold improvements are amortized on a straight-line basis over the shorter of the assets’ estimated useful life or the remaining term of the lease. Maintenance and repair costs are expensed as incurred. | |||
Impairment of Long-Lived Assets | 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 may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets through an impairment charge, to their estimated fair values. During the years ended December 31, 2021, and 2020, no impairment indicators have been identified. | |||
Net Loss per Share | 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. The calculation of basic and diluted loss per share includes 1,333,333 0.01 The calculation of basic and diluted loss per share includes 1,333,333 1,091,158 0.01 AYALA PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1—SIGNIFICANT ACCOUNTING POLICIES (continued): The calculation of diluted loss per share does not include 583,332 1,141,927 The calculation of diluted loss per share does not include 583,332 913,194 | 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. | ||
Research and Development | 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. | |||
Stock-Based Compensation | 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. Share price is estimated based on third party valuation (see also Note 9). 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. | |||
Fair Value of Financial Instruments: | 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 bank deposits, 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. | |||
Income Taxes | 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 | |||
Newly Issued Accounting Pronouncements | Newly Issued Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In February 2016, the FASB issued ASU 2016-02—Leases, requiring the recognition of lease assets and liabilities on the balance sheet. The standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than 12 months. The standard is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company estimates the change in liabilities of $ 4.3 4.2 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 guidance will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company believes Adoption of the standard will not have a material impact on the financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. These exceptions include the exception to the incremental approach for intra-period tax allocation in the event of a loss from continuing operations and income or a gain from other items (such as other comprehensive income), and the exception to using general methodology for the interim period tax accounting for year-to-date losses that exceed anticipated losses. The guidance will be effective for the Company beginning January 1, 2022, and interim periods in fiscal years beginning January 1, 2023. Early adoption is permitted. The Company believes Adoption of the standard will not have a material impact on the financial statements. | Recently Issued Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In February 2016, the FASB issued ASU 2016-02—Leases, requiring the recognition of lease assets and liabilities on the balance sheet. The standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than 12 months. The standard will be effective for the Company for fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of adopting this new guidance on its financial statements. 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 guidance will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments (of a normal recurring nature) considered necessary for a fair statement of the results for the interim periods presented have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed for the year ended December 31, 2021 (the “Annual Report”) with the Securities and Exchange Commission (the “SEC”). The Company’s significant accounting policies have not changed materially from those included in Note 2 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the Company’s Annual Report, unless otherwise stated. | |||
Cash and Cash Equivalents and Short-term restricted bank deposits | Cash and Cash Equivalents and Short-term restricted bank deposits 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 fair value. Short-term restricted bank deposits 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. | |||
Consolidated Financial Statements in U.S. Dollars | 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. | |||
Accrued Post-Employment Benefit | 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 $ 0.3 0.2 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, 2021, and 2020, the Company has matched 100 6 | |||
Acquired In-Process Research and Development | Acquired In-Process Research and Development In an asset acquisition, the initial costs of rights to in-process research and development projects acquired are expensed as R&D in the consolidated statements of operations unless the in-process research and development has an alternative future use. In a business combination, the fair value of in-process research and development is capitalized as an indefinite-lived intangible asset, regardless of whether the in-process research and development asset has an alternative future use. | |||
Clinical Trial Costs | 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. In instances where payments made to CROs exceed the level of services provided and result in a prepayment of the research and development expenses. For reoccurring services fees, the Company calculates the time period over which services will be performed and the level of effort to be expanded in each period. If the actual timing of the performance of services varies from the calculation, the Company adjusts the accrual or amount of prepaid expenses accordingly. Non-refundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. | |||
Patent Costs | 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 | 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. As of December 31, 2021, and 2020, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. | |||
Expected volatility | 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 | Expected Dividend Yield The Company has historically not paid dividends and has no foreseeable plans to pay dividends, 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 value as fair value of shares on date of grant. | |||
Segment Information | 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. | |||
General | General a) Ayala Pharmaceuticals, Inc. (the “Company”) was incorporated in November 2017. The Company is a clinical stage oncology company dedicated to developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. The Company’s current portfolio of product candidates, AL101 and AL102, target the aberrant activation of the Notch pathway with gamma secretase inhibitors. b) In 2017, the Company entered into an exclusive worldwide license agreement with respect to AL101 and AL102. See note 4. c) The Company’s lead product candidates, AL101 and AL102, have completed preclinical and Phase 1 studies. AL102 is currently being evaluated in a pivotal Phase 2/3 trial (RINGSIDE) in patients with Desmoids tumors and is being evaluated in a Phase 1 clinical trial in combination with Novartis’ BMCA targeting agent, WVT078, in Patients with relapsed/refractory Multiple Myeloma. AL101 is currently being evaluated in a Phase 2 trial (ACCURACY) in patients with R/M ACC bearing Notch-activating mutations is ongoing. d) The Company has a wholly-owned Israeli subsidiary, Ayala-Oncology Israel Ltd. (the “Subsidiary”), which was incorporated in November 2017. | |||
Certain Transactions | Certain Transactions On February 19, 2021, the Company entered into a Securities Purchase Agreement (the “2021 Purchase Agreement”) with the purchasers named therein (the “Investors”). Pursuant to the 2021 Purchase Agreement, the Company agreed to sell (i) an aggregate of 333,333 0.01 116,666 18.10 4,999,995.00 1,333,333 0.01 466,666 19,986,661.67 In June 2021, the Company entered into an Open Market Sales Agreement, or the Sales Agreement, with Jefferies LLC, or Jefferies, as sales agent, pursuant to which the Company may, from time to time, issue and sell Common Stock with an aggregate value of up to $ 200.0 827,094 10.0 305,517 310,417 468 512 AYALA PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1—SIGNIFICANT ACCOUNTING POLICIES (continued): | |||
Going Concern | Going Concern The Company has incurred recurring losses since inception as a research and development organization and has an accumulated deficit of $ 139.6 26.3 11.5 The unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Therefore, the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022, 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. | |||
Recently issued and adopted pronouncements | Recently issued and adopted pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020. The Company elected to early adopt ASU 2020-06 on January 1, 2022. Adoption of the standard did not have a material impact on the financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
SCHEDULE OF ANTI -DILUTED SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE | SCHEDULE OF ANTI -DILUTED SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE 2022 2021 As of July 31, 2022 2021 Warrants 377,818 377,818 Stock options 11,118 12,892 Total 388,936 390,710 | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE As of October 31, 2021 2020 Warrants 377,818 4,971 Stock options 11,192 12,647 Restricted stock units - 69 Total 389,010 17,687 | |
Ayala Pharmaceuticals Inc [Member] | |||
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT Computers and Software 33 % Lab Equipment 15 % Office Furniture and Equipment 7 % |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment, net consisted of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT July 31, 2022 October 31, 2021 Laboratory equipment $ 179 $ 179 Computer equipment 241 241 Total property and equipment 420 420 Accumulated depreciation (347 ) (302 ) Net property and equipment $ 73 $ 118 | Property and equipment consist of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT 2021 2020 October 31, 2021 2020 Leasehold improvements $ - $ 2,335 Laboratory equipment 179 1,218 Furniture and fixtures - 744 Computer equipment 241 409 Construction in progress - 19 Total property and equipment 420 4,725 Accumulated depreciation and amortization (302 ) (2,332 ) Net property and equipment $ 118 $ 2,393 | |
Ayala Pharmaceuticals Inc [Member] | |||
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, 2021 2020 (in thousands) Cost: Computers and Software $ 73 $ 73 Lab Equipment 294 293 Office Furniture and Equipment 146 142 Leasehold Improvements 1,105 1,105 Property, Plant and Equipment, Gross 1,618 1,613 Less: Accumulated Depreciation 498 330 Property and Equipment, Net $ 1,120 $ 1,283 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SUMMARY OF INTANGIBLE ASSETS | Intangible assets, net consisted of the following (in thousands): SUMMARY OF INTANGIBLE ASSETS July 31, 2022 October 31, 2021 Patents $ 275 $ 4,836 License 44 777 Software 98 98 Total intangibles 417 5,711 Accumulated amortization (236 ) (2,357 ) Intangible assets $ 181 $ 3,354 | Intangible assets consist of the following (in thousands): SUMMARY OF INTANGIBLE ASSETS 2021 2020 October 31, 2021 2020 Patents $ 4,836 $ 4,479 License 777 777 Software 98 117 Total intangibles 5,711 5,373 Accumulated amortization (2,357 ) (2,112 ) Net intangible assets $ 3,354 $ 3,261 |
SCHEDULE OF CARRYING VALUE OF INTANGIBLE ASSETS | As of July 31, 2022, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows (in thousands): SCHEDULE OF CARRYING VALUE OF INTANGIBLE ASSETS Fiscal year ending October 31, 2022 (Remaining) $ 24 2023 94 2024 63 Total $ 181 | At October 31, 2021, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows (in thousands): SCHEDULE OF CARRYING VALUE OF INTANGIBLE ASSETS 1 2022 (Remaining) - 2022 $ 277 2023 277 2024 277 2025 277 2026 277 Thereafter 1,969 Total $ 3,354 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
SUMMARY OF ACCRUED EXPENSES | The following table summarizes accrued expenses included in the condensed consolidated balance sheets (in thousands): SUMMARY OF ACCRUED EXPENSES July 31, 2022 October 31, 2021 Salaries and other compensation $ 116 $ 55 Vendors 851 1,968 Professional fees 343 613 Other 200 200 Total accrued expenses $ 1,510 $ 2,836 | The following table represents the major components of accrued expenses (in thousands): SUMMARY OF ACCRUED EXPENSES 2021 2020 October 31, 2021 2020 Salaries and other compensation $ 55 $ 737 Vendors 2,168 671 Vendors 1968 Other 200 Professional fees 613 329 Accrued Research and Development Expenses Tax Provision Accrued Payroll and Employee Benefits Total accrued expenses $ 2,836 $ 1,737 | |
Ayala Pharmaceuticals Inc [Member] | |||
SUMMARY OF ACCRUED EXPENSES | SUMMARY OF ACCRUED EXPENSES December 31, December 31, 2021 2020 (in thousands) Accrued Professional Fees $ 291 $ 657 Accrued Research and Development Expenses 56 101 Tax Provision 1,150 780 Accrued Payroll and Employee Benefits 1,761 1,613 Total Accrued Expenses $ 3,258 $ 3,151 |
COMMON STOCK PURCHASE WARRANT_2
COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
SCHEDULE OF COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY | SCHEDULE OF COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY Exercise Price Number of Shares Underlying Warrants Expiration Date Type of Financing $ 20.00 879 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) Grand Total 377,818 | SCHEDULE OF COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY Exercise Number of Shares Underlying Warrants Expiration Date Summary of Warrants $ 224.00 * 4,092 July 2024 July 2019 Public Offering $ 20.00 879 September 2024 September 2018 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 Grand Total 377,818 * During the year ended October 31, 2021, the cashless exercise provision of these warrants expired and the exercise price adjusted to $ 224.00 . As of October 31, 2020, there were outstanding warrants to purchase 398,226 shares of our common stock with exercise prices ranging from $ 0 to $ 281.25 per share. Information on the outstanding warrants is as follows: Exercise Number of Shares Underlying Warrants Expiration Date Summary of Warrants $ - 4,092 July 2024 July 2019 Public Offering $ 29.76 879 September 2024 September 2018 Public Offering Grand Total 4,971 |
SCHEDULE OF WARRANTS ACTIVITY | A summary of warrant activity was as follows (In thousands, except share and per share data): SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Weighted Aggregate Outstanding and exercisable warrants at October 31, 2019 5,394 $ 6.40 4.76 $ 114,069 Issued 62,500 100.00 - Exercised * (423 ) 1.60 Exchanged (62,500 ) 100.00 Outstanding and exercisable warrants at October 31, 2020 4,971 $ 6.40 3.76 $ 110,640 Issued 603,190 38.40 - Exercised (230,343 ) 16.00 Outstanding and exercisable warrants at October 31, 2021 377,818 $ 53.49 4.63 $ 631,089 * Includes the cashless exercise of 406 406 | |
SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY | In measuring the warrant liability for the September 2018 Public Offering warrants at July 31, 2022 and October 31, 2021, the Company used the following inputs in its Monte Carlo simulation model: SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY July 31, 2022 October 31, 2021 Exercise Price $ 20.00 $ 24.00 Stock Price $ 3.73 $ 38.80 Expected Term 2.12 2.87 Volatility % 104 % 123 % Risk Free Rate 2.89 % 0.77 % | In measuring the warrant liability for the September 2018 Public Offering warrants at October 31, 2021 and October 31, 2020, the Company used the following inputs in its Monte Carlo simulation model: SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY October 31, 2021 October 31, 2020 Exercise Price $ 24.00 $ 29.60 Stock Price $ 38.80 $ 27.20 Expected Term 2.87 3.87 Volatility % 123 % 106 % Risk Free Rate 0.77 % 0.29 % |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY | In measuring the warrant liability for the warrants issued in the April 2021 Private Placement at July 31, 2022 and October 31, 2021, the Company used the following inputs in its Black Scholes model: SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY July 31, 2022 October 31, 2021 Exercise Price $ 56.00 $ 56.00 Stock Price $ 3.73 $ 38.80 Expected Term 5 5 Volatility % 112 % 106 % Risk Free Rate 2.70 % 1.18 % | In measuring the warrant liability for the warrants issued in the April 2021 Private Placement at October 31, 2021 and April 14, 2021 (issuance date), the Company used the following inputs in its Black Scholes model: SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY October 31, 2021 April 14, 2021 Exercise Price $ 56.00 $ 56.00 Stock Price $ 38.80 $ 45.60 Expected Term 5 5 Volatility % 106 % 106 % Risk Free Rate 1.18 % 0.85 % |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
SUMMARY OF SHARE BASED COMPENSATION EXPENSE | The following table summarizes share-based compensation expense included in the condensed consolidated statements of operations (in thousands): SUMMARY OF SHARE BASED COMPENSATION EXPENSE 2022 2021 2022 2021 Three Months Ended July 31, Nine Months Ended July 31, 2022 2021 2022 2021 Research and development $ 12 $ 29 $ 36 $ 142 General and administrative 13 31 38 369 Total $ 25 $ 60 $ 74 $ 511 | The following table summarizes share-based compensation expense included in the consolidated statement of operations by expense category for the years ended October 31, 2021 and 2020 (in thousands): SUMMARY OF SHARE BASED COMPENSATION EXPENSE Year Ended October 31, 2021 2020 Research and development $ 164 $ 308 General and administrative 402 583 Total $ 566 $ 891 | |
SUMMARY OF RSU ACTIVITY AND RELATED INFORMATION | A summary of the Company’s RSU activity and related information for the fiscal year ended October 31, 2021 and 2020 is as follows: SUMMARY OF RSU ACTIVITY AND RELATED INFORMATION Number of Weighted-Average Balance at October 31, 2019 183 $ 3,809.60 Vested (110 ) 4,847.20 Cancelled (4 ) 7,904.00 Balance at October 31, 2020 69 $ 1,945.60 Vested (69 ) 1,945.60 Balance at October 31, 2021 - $ - | ||
SUMMARY OF CHANGES IN STOCK OPTION PLAN | A summary of changes in the stock option plan for the nine months ended July 31, 2022 is as follows: SUMMARY OF CHANGES IN STOCK OPTION PLAN Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life In Years Aggregate Intrinsic Value (in thousands) Outstanding as of October 31, 2021 11,192 $ 1,550.26 7.80 $ 34 Cancelled or expired (74 ) 22,200.00 Outstanding as of July 31, 2022 11,118 $ 1,412.82 7.06 $ - Vested and exercisable at July 31, 2022 7,490 $ 2,077.20 6.64 $ - | A summary of changes in the stock option plan for the years ended October 31, 2021 and 2020 is as follows (in thousands, except share and per share data): SUMMARY OF CHANGES IN STOCK OPTION PLAN Shares Weighted Weighted Aggregate Outstanding as of October 31, 2019 7,022 $ 5,728.92 7.34 $ 1 Granted 8,073 48.69 Cancelled or expired (2,426 ) 2,765.64 Outstanding as of October 31, 2020 12,669 $ 2,676.78 8.04 $ 4 Granted 625 31.20 Exercised (4 ) 24.00 Cancelled or expired (2,098 ) 7,903.21 Outstanding as of October 31, 2021 11,192 $ 1,550.26 7.8 $ 34 Vested and exercisable at October 31, 2021 5,744 $ 2,957.17 6.98 $ 15 | |
SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS | The following table summarizes information about the outstanding and exercisable options at July 31, 2022: SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Weighted Weighted Weighted Weighted Average Average Average Average Exercise Number Remaining Exercise Number Remaining Exercise Price Range Outstanding Contractual Price Exercisable Contractual Price $ 24.00 50.00 4,241 7.86 $ 32.53 1,964 7.69 $ 30.40 $ 50.01 100.00 4,174 7.74 $ 53.33 2,824 7.73 $ 53.58 $ 100.01 20,664.00 2,703 4.75 $ 5,677.84 2,703 4.75 $ 5,677.84 | The following table summarizes information about the outstanding and exercisable stock options at October 31, 2021: SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Weighted Weighted Weighted Weighted Average Average Average Average Exercise Number Remaining Exercise Intrinsic Number Remaining Exercise Intrinsic Price Range Outstanding Contractual Price Value Exercisable Contractual Price Value $ 24.00 -$ 800.00 9,109 8.43 $ 85.12 $ 27 3,661 8.23 $ 112.22 $ 15 $ 800.01 -$ 8,000.00 1,133 6.22 $ 2,323.42 $ - 1,133 6.22 $ 2,323.42 $ - $ 8000.01 -$ 16,000.00 638 3.47 $ 12,963.87 $ - 638 3.47 $ 12,963.87 $ - $ 16,000.01 -$ 22,200.00 312 2.22 $ 18,178.77 $ - 312 2.22 $ 18,178.77 $ - | |
SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED | The following table provides the weighted average fair value of stock options granted to directors and employees and the related assumptions used in the Black-Scholes model: SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED Year Ended October 31, 2021 October 31, 2020 Expected term 6 5.50 6.50 Expected volatility 103.27 % 100.27 105.21 % Expected dividends 0 % 0 % Risk free interest rate 0.53 % 0.36 0.62 % | ||
Ayala Pharmaceuticals Inc [Member] | |||
SUMMARY OF CHANGES IN STOCK OPTION PLAN | SUMMARY OF CHANGES IN STOCK OPTION PLAN Year ended December 31, 2021 Weighted average Weighted remaining average contractual Aggregate Number of exercise term intrinsic options price (in years) value Outstanding at Beginning of Year 695,674 $ 6.07 7.25 $ 1,695,276 Granted 295,470 10.99 Exercised (18,328 ) 5.50 $ 55,133 Forfeited (70,527 ) 9.78 Expired (1,500 ) 5.10 Outstanding, December 31, 2021 900,789 $ 7.41 7.78 $ 991,878 Exercisable Options, December 31, 2021 476,303 $ 5.93 7.12 $ 1,230,643 | ||
SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED | SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED Year ended December 31, 2021 2020 Expected volatility 80 % 80 % Expected dividends 0 % 0 % Expected term (in years) 6.34 6.34 Risk free rate 0.50 1.08 0.47 2.03 | ||
SCHEDULE OF STOCK-BASED COMPENSATION | SCHEDULE OF STOCK-BASED COMPENSATION Year ended Year ended December 31, December 31, 2021 2020 Research and Development $ 1,097 $ 509 General and Administrative 1,587 1,060 Total Stock-Based Compensation $ 2,684 $ 1,569 | ||
SCHEDULE OF SUMMARIZES INFORMATION RELATING TO RESTRICTED SHARES | SCHEDULE OF SUMMARIZES INFORMATION RELATING TO RESTRICTED SHARES Year ended Year ended December 31, December 31, 2021 2020 Outstanding at beginning of Year 101,929 65,847 Granted 71,253 58,651 Forfeited — (3,907 ) Vested (48,834 ) (18,662 ) Outstanding at end of Year 124,348 101,929 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Leases | ||
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET RELATED TO LEASES | Supplemental balance sheet information related to leases was as follows (in thousands): SCHEDULE OF SUPPLEMENTAL BALANCE SHEET RELATED TO LEASES July 31, 2022 October 31, 2021 Operating leases: Operating lease right-of-use assets $ 19 $ 40 Operating lease liability $ 19 $ 28 Operating lease liability, net of current portion - 12 Total operating lease liabilities $ 19 $ 40 | Supplemental balance sheet information related to leases as of October 31 was as follows (in thousands): SCHEDULE OF SUPPLEMENTAL BALANCE SHEET RELATED TO LEASES October 31, 2021 October 31, 2020 Operating leases: Operating lease right-of-use assets $ 40 $ 4,839 Operating lease liability $ 28 $ 962 Operating lease liability, net of current portion 12 5,055 Total operating lease liabilities $ 40 $ 6,017 |
SCHEDULE OF LEASE EXPENSES | Supplemental lease expense related to leases was as follows (in thousands): SCHEDULE OF LEASE EXPENSES Lease Cost (in thousands) Statements of Operations Classification For the Three Months Ended July 31, 2022 For the Nine Months Ended July 31, 2022 Operating lease cost General and administrative $ 7 $ 22 Variable lease cost General and administrative 17 36 Total lease expense $ 24 $ 58 Lease Cost (in thousands) Statements of Operations Classification For the Three Months Ended July 31, 2021 For the nine Months Ended July 31, 2021 Operating lease cost General and administrative $ - $ 1,301 Short-term lease cost General and administrative 12 16 Variable lease cost General and administrative 4 165 Total lease expense $ 16 $ 1,482 | Supplemental lease expense related to leases was as follows (in thousands): SCHEDULE OF LEASE EXPENSES Lease Cost (in thousands) Statements of Operations Classification For the Fiscal For the Fiscal Operating lease cost General and administrative $ 1,302 $ 1,158 Short-term lease cost General and administrative 14 320 Variable lease cost General and administrative 180 547 Total lease expense $ 1,496 $ 2,025 |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | Other information related to leases where the Company is the lessee is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES July 31, 2022 October 31, 2021 Weighted-average remaining lease term 0.7 1.4 Weighted-average discount rate 3.79 % 3.79 % | Other information related to leases where the Company is the lessee is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES October 31, 2021 October 31, 2020 Weighted-average remaining lease term 1.4 5.1 Weighted-average discount rate 3.79 % 6.5 % |
SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES | Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES For the Nine Months Ended July 31, 2022 For the Nine Months Ended July 31, 2021 Cash paid for operating lease liabilities $ 22 $ 1,363 | Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES For the Fiscal For the Fiscal Cash paid for operating lease liabilities $ 547 $ 1,233 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES | Future minimum lease payments under non-cancellable leases as of July 31, 2022 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES Fiscal Year ending October 31, 2022 (Remaining) $ 7 2023 13 Total minimum lease payments 20 Less: Imputed interest 1 Total $ 19 | Future minimum lease payments under non-cancellable leases as of October 31, 2021 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES Fiscal Year ending October 31, 2022 (Remaining) $ - 2022 $ 29 2023 12 Total minimum lease payments 41 Less: Imputed interest (1 ) Total $ 40 |
TAX (Tables)
TAX (Tables) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) | The income tax provision (benefit) consists of the following (in thousands): SCHEDULE OF INCOME TAX PROVISION (BENEFIT) October 31, 2021 October 31, 2020 Federal Current $ - $ - Deferred 141 (4,578 ) State and Local Current - - Deferred 131 (1,445 ) Foreign Current 50 50 Deferred - - Change in valuation allowance (272 ) (6,023 ) Income tax provision (benefit) $ 50 $ 50 | ||
SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) | The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following (in thousands): SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) Years Ended October 31, 2021 October 31, 2020 Deferred Tax Assets Net operating loss carryovers $ 32,971 $ 28,553 Stock-based compensation 4,566 10,132 Research and development credits 11,371 10,742 Capitalized R&D costs 14,536 13,822 Adoption of ASC 842 – Lease Liability 11 1,691 Other deferred tax assets 92 224 Total deferred tax assets $ 63,547 $ 65,164 Valuation allowance (62,573 ) (62,845 ) Deferred tax asset, net of valuation allowance $ 974 $ 2,319 Deferred Tax Liabilities Adoption of ASC 842 – ROU Asset (11 ) (1,360 ) Patent cost (943 ) (917 ) Other deferred tax liabilities (20 ) (42 ) Total deferred tax liabilities $ (974 ) $ (2,319 ) Net deferred tax asset (liability) $ - $ - | ||
SCHEDULE OF EXPECTED TAX (EXPENSE) BENEFIT BASED ON STATUTORY RATE WITH ACTUAL TAX EXPENSE BENEFIT | The expected tax (expense) benefit based on the statutory rate is reconciled with actual tax expense benefit as follows: SCHEDULE OF EXPECTED TAX (EXPENSE) BENEFIT BASED ON STATUTORY RATE WITH ACTUAL TAX EXPENSE BENEFIT 2021 Years Ended October 31, 2021 October 31, 2020 US Federal statutory rate 21.00 % 21.00 % State income tax, net of federal benefit (0.73 ) 5.48 Merger costs (1.68 ) 0.00 Other permanent differences (0.02 ) (0.05 ) Research and development credits 3.09 1.73 Warrant Liability 1.14 0.00 Foreign taxes (0.28 ) (0.19 ) Change in valuation allowance 1.52 (22.82 ) Stock option expirations (24.32 ) (5.33 ) Income tax (provision) benefit (0.28 )% (0.19 )% | ||
Ayala Pharmaceuticals Inc [Member] | |||
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) | SCHEDULE OF INCOME TAX PROVISION (BENEFIT) Year ended Year ended December 31, December 31, 2021 2020 Current: Federal $ — $ - State — Foreign 776 426 Current, total $ 776 $ 426 Deferred: Federal $ — $ — State — — Foreign — — Deferred, total $ — $ — Income tax expense $ 776 $ 426 | ||
SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) | SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) As of As of December 31, December 31, 2021 2020 Deferred tax assets: Federal net operating loss carryforwards $ 22,614 $ 12,752 Intangible assets 3,402 651 Accrued expenses 3,011 3,022 Other 169 — Total deferred tax assets 29,196 16,425 Valuation allowance (29,196 ) (16,425 ) Net deferred tax assets $ — $ — | ||
SCHEDULE OF EXPECTED TAX (EXPENSE) BENEFIT BASED ON STATUTORY RATE WITH ACTUAL TAX EXPENSE BENEFIT | SCHEDULE OF EXPECTED TAX (EXPENSE) BENEFIT BASED ON STATUTORY RATE WITH ACTUAL TAX EXPENSE BENEFIT Year ended Year ended December, 31 December, 31 2021 2020 U.S. federal tax provision at statutory rate 21.00 % 21.00 % State and local tax, net of federal benefit 4.01 4.64 Foreign rate differences (0.09 ) (0.07 ) Non-deductible stock compensation (1.43 ) (1.11 ) Section 951A GILTI 0.00 (0.85 ) Effect of other permanent differences (0.07 ) (0.07 ) Uncertain tax positions (0.66 ) (0.52 ) Change in valuation allowance (34.39 ) (26.65 ) Federal Tax Reform Rate Change 0.00 0.00 Tax Credits 6.01 — Provision to Return 3.95 — Other adjustments (0.30 ) 2.20 Effective tax rate (1.97 )% (1.43 )% | ||
SCHEDULE OF LOSS FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME | SCHEDULE OF LOSS FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME Year ended Year ended December 31, December 31, 2021 2020 United States $ (39,018 ) $ (29,698 ) Israel (460 ) (23 ) Net loss before tax $ (39,478 ) $ (29,721 ) | ||
SCHEDULE OF UNRECOGNIZED TAX BENEFITS | SCHEDULE OF UNRECOGNIZED TAX BENEFITS Nine months Year ended ended September 30, December 31, 2022 2021 (in thousands) Uncertain tax position at the beginning of the period $ 858 $ 581 Additions for uncertain tax position of prior years (foreign exchange and interest) 19 17 Additions for tax positions of current period 470 260 Uncertain tax position at the end of the period $ 1,347 $ 858 | SCHEDULE OF UNRECOGNIZED TAX BENEFITS 2021 2020 (in thousands) (in thousands) Uncertain tax position at the beginning of year $ 581 $ 424 Additions for uncertain tax position of prior years (foreign exchange and interest) 17 3 Additions for tax positions of current year 260 153 Uncertain tax position at the end of the year $ 858 $ 581 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
SCHEDULE OF FAIR VALUE MEASUREMENTS | The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of July 31, 2022 and October 31, 2021 (in thousands): SCHEDULE OF FAIR VALUE MEASUREMENTS Level 1 Level 2 Level 3 Total Fair Value Measured at July 31, 2022 Level 1 Level 2 Level 3 Total Financial assets at fair value: Cash equivalents (money market funds) $ 17,183 $ - $ - $ 17,183 Total Financial Assets at Fair Value $ 17,183 $ - $ - $ 17,183 Financial liabilities at fair value: Common stock warrant liability, warrants exercisable at $ 20.00 $ - $ - $ 2 $ 2 Common stock warrant liability, warrants exercisable at $ 56.00 - - 285 285 Total financial liabilities at fair value $ - $ - $ 287 $ 287 Level 1 Level 2 Level 3 Total Fair Value Measured at October 31, 2021 Level 1 Level 2 Level 3 Total Financial assets at fair value: Cash equivalents (money market funds) $ 17,153 $ - $ - $ 17,153 Total Financial Assets at Fair Value $ 17,153 $ - $ - $ 17,153 Financial liabilities at fair value: Common stock warrant liability, warrants exercisable at $ 24.00 $ - $ - $ 27 $ 27 Common stock warrant liability, warrants exercisable $ - $ - $ 27 $ 27 Common stock warrant liability, warrants exercisable at $ 56.00 - - 4,902 4,902 Total financial liabilities at fair value $ - $ - $ 4,929 $ 4,929 | The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of October 31, 2021 and October 31, 2020: SCHEDULE OF FAIR VALUE MEASUREMENTS October 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents (money market funds) $ 17,153 $ - $ - $ 17,153 Common stock warrant liability, warrants exercisable at $ 24.00 - - 27 27 Common stock warrant liability, warrants exercisable at $ 56.00 - - 4,902 4,902 Total $ 17,153 $ - $ 4,929 $ 22,082 October 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents (money market funds) $ 17,149 $ - $ - $ 17,149 Common stock warrant liability, warrants exercisable at $ 29.76 - - 17 17 Total $ 17,149 $ $ 17 $ 17,166 | |
SCHEDULE OF CHANGES IN FAIR VALUE OF WARRANT LIABILITIES | The following table sets forth a summary of the changes in the fair value of the Company’s warrant liabilities: SCHEDULE OF CHANGES IN FAIR VALUE OF WARRANT LIABILITIES Year Ended October 31, 2021 2020 Beginning balance $ 17 $ 19 Warrants issued 5,882 - Warrant exercises - (2 ) Change in fair value (970 ) - Ending balance $ 4,929 $ 17 | ||
SCHEDULE OF FAIR VALUE MEASURING UNOBSERVABLE INPUTS | The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the nine months ended July 31, 2022. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. SCHEDULE OF FAIR VALUE MEASURING UNOBSERVABLE INPUTS Preferred Stock Redemption Liability Warrant Liabilities Total Fair value at October 31, 2021 $ - $ 4,929 $ 4,929 Additions 87 - 87 Change in fair value (43 ) (4,642 ) (4,685 ) Redemption (44 ) - (44 ) Fair value at July 31, 2022 $ - $ 287 $ 287 | ||
Ayala Pharmaceuticals Inc [Member] | |||
SCHEDULE OF FAIR VALUE MEASUREMENTS | SCHEDULE OF FAIR VALUE MEASUREMENTS Fair Value Measurements at December 31, 2021 Quoted Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total ($in thousands) Cash equivalents: Money market funds $ 32,900 $ — $ — $ 32,900 Total cash equivalents $ 32,900 $ — $ — $ 32,900 The following tables summarize the fair value measurements of our financial instruments as of December 31, 2020: Fair Value Measurements at December 31, 2020 Quoted Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total ($in thousands) Cash equivalents: Money market funds $ 35,900 $ — $ — $ 35,900 Total cash equivalents $ 35,900 $ — $ — $ 35,900 |
TEMPORARY EQUITY (Tables)
TEMPORARY EQUITY (Tables) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
SCHEDULE OF PREFERRED STOCK REDEMPTION LIABILITY | In measuring the preferred stock redemption liability at April 6, 2021 (redemption date) and January 31, 2022 (issuance date), the Company used the following inputs in its binomial model: SCHEDULE OF PREFERRED STOCK REDEMPTION LIABILITY April 6, 2022 January 31, 2022 Exercise Price $ 20.00 $ 20.00 Stock Price $ 9.04 $ 10.88 Volatility % 96 % 105 % Risk Free Rate 1.25 % 1.00 % | ||
SUMMARY OF STOCKHOLDERS EQUITY | A summary of the changes in stockholders’ equity for the nine months ended July 31, 2022 and 2021 is presented below (in thousands, except share data): SUMMARY OF STOCKHOLDERS EQUITY Shares Amount Shares Amount Capital Deficit Equity Preferred Stock Common Stock Additional Paid-In Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at November 1, 2020 - $ - 975,897 $ 1 $ 440,917 $ (410,738 ) $ 30,180 Stock-based compensation - - - - 236 - 236 Advaxis public offerings, net of offering costs - - 383,333 1 8,549 - 8,550 Warrant exercises - - 92,375 - 2,586 - 2,586 Net loss - - - - - (3,977 ) (3,977 ) Balance at January 31, 2021 - $ - 1,451,605 $ 2 $ 452,288 $ (414,715 ) $ 37,575 Stock-based compensation - - 69 - 215 - 215 Stock option exercises - - 4 - - - - Advaxis public offerings, net of offering costs - - 230,794 - 13,683 - 13,683 Warrant exercises - - 137,968 - 1,185 - 1,185 Issuance of shares to employees under ESPP Plan - - 12 - - - - Net loss - - - - - (5,107 ) (5,107 ) Balance at April 30, 2021 - $ - 1,820,452 $ 2 $ 467,371 $ (419,822 ) $ 47,551 Stock-based compensation - - - - 60 - 60 Net loss - - - - - (3,334 ) (3,334 ) Balance at July 31, 2021 - $ - 1,820,452 $ 2 $ 467,431 $ (423,156 ) $ 44,277 Preferred Stock Common Stock Additional Paid-In Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at November 1, 2021 - $ - 1,820,452 $ 2 $ 467,486 $ (428,600 ) $ 38,888 Stock-based compensation - - - - 26 - 26 Net loss - - - - - (365 ) (365 ) Balance at January 31, 2022 - $ - 1,820,452 $ 2 $ 467,512 $ (428,965 ) $ 38,549 Stock-based compensation - - - - 23 - 23 Accretion of discount and redemption feature of convertible preferred stock - - - - (1,025 ) - (1,025 ) Convertible preferred stock redemption - - - - 44 - 44 Net loss - - - - - (2,440 ) (2,440 ) Balance at April 30, 2022 - $ - 1,820,452 $ 2 $ 466,554 $ (431,405 ) $ 35,151 Beginning balance - $ - 1,820,452 $ 2 $ 466,554 $ (431,405 ) $ 35,151 Stock-based compensation - - - - 25 - 25 Fractional shares cashed out - - (4,501 ) - (18 ) - (18 ) Net loss - - - - - (6,963 ) (6,963 ) Balance at July 31, 2022 - - 1,815,951 2 466,561 (438,368 ) 28,195 Ending balance - - 1,815,951 2 466,561 (438,368 ) 28,195 | ||
Ayala Pharmaceuticals Inc [Member] | |||
SCHEDULE OF MINIMUM RENTAL PAYMENTS UNDER OPERATING LEASES | SCHEDULE OF MINIMUM RENTAL PAYMENTS UNDER OPERATING LEASES Year ended December 31, 2022 103 2023 409 2024 145 Total $ 657 | SCHEDULE OF MINIMUM RENTAL PAYMENTS UNDER OPERATING LEASES Year ended December 31, (in thousands) 2022 360 2023 360 2024 120 Total $ 840 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) - Ayala Pharmaceuticals Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF TOTAL SHARES OF COMMON STOCK RESERVED FOR ISSUANCE | SCHEDULE OF TOTAL SHARES OF COMMON STOCK RESERVED FOR ISSUANCE December 31, December 31, 2021 2020 Options Outstanding 900,789 695,674 Warrants for common shares of the company. 1,799,999 Shares available for future option grants 593,040 387,736 Total shares of Common Stock reserved for Issuance 3,293,828 1,083,410 |
SCHEDULE OF COMPOSITION OF CAPITAL STOCK | SCHEDULE OF COMPOSITION OF CAPITAL STOCK December 31, December 31, 2021 2020 Issued and Issued and Authorized outstanding Authorized outstanding Shares of USD 0.01 par value: Common Stock 200,000,000 13,956,035 * 200,000,000 12,728,446 * * Does not include 124,348 96,017 |
NET LOSS PER SHARE ATTRIBUTAB_2
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Ayala Pharmaceuticals Inc [Member] | |
SCHEDULE OF THE LOSS PER SHARE | SCHEDULE OF THE LOSS PER SHARE Year ended Year ended December 31, December 31, 2021 2020 Numerator: Net loss $ 40,254 $ 30,146 Denominator: Weighted-average number of shares used to compute net loss per share, basic and diluted 14,398,905 9,860,610 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Apr. 30, 2021 | Nov. 27, 2020 | Nov. 24, 2020 | Jun. 04, 2020 | May 12, 2020 | May 04, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 19, 2021 | Nov. 30, 2020 | Jan. 31, 2020 | Sep. 30, 2022 | Oct. 31, 2020 | Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Jul. 04, 2021 | May 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Cash and cash equivalents, at carrying value | $ 25,178 | $ 28,150 | $ 41,614 | $ 25,178 | |||||||||||||||||||
Proceeds from warrant exercises | $ 3,771 | $ 3,771 | |||||||||||||||||||||
Number of warrants to purchase common stock | 4,971 | 377,818 | 377,818 | 4,971 | |||||||||||||||||||
Proceeds from sale of common shares | $ 10,826 | $ 31,113 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 4 | ||||||||||||||||||||||
Per share value (in Dollars per share) | $ 51.20 | $ 51.20 | |||||||||||||||||||||
Accumulated deficit | $ 410,738 | $ 438,368 | $ 428,600 | $ 410,738 | |||||||||||||||||||
Cash in operations | $ 12,307 | $ 11,703 | $ 15,439 | $ 21,940 | |||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Number of shares issued | 333,333 | ||||||||||||||||||||||
Proceeds from sale of common shares | $ 10,500 | ||||||||||||||||||||||
Shares of common stock (in Shares) | 383,333 | 125,000 | |||||||||||||||||||||
November 2020 Offering [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Number of warrants to purchase common stock | 166,674 | ||||||||||||||||||||||
Proceeds from sale of common shares | $ 9,200 | ||||||||||||||||||||||
Underwriters [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 50,000 | ||||||||||||||||||||||
Stock issued during period shares warrants exercised | 25,000 | ||||||||||||||||||||||
Ayala Pharmaceuticals Inc [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Cash and cash equivalents, at carrying value | $ 11,195 | $ 11,195 | $ 36,982 | $ 42,025 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 18,328,000 | ||||||||||||||||||||||
Shares of common stock (in Shares) | 305,517 | 310,417 | 827,094 | ||||||||||||||||||||
Common stock shares associated (in Shares) | 3,940,689 | ||||||||||||||||||||||
Net proceeds | $ 52,200 | ||||||||||||||||||||||
Aggregate shares of common stock (in Shares) | 3,715,222 | ||||||||||||||||||||||
Securities purchase agreements, description | (i) an aggregate of 333,333 shares of our common stock (the “Private Placement Shares”), par value $0.01 per share, together with warrants to purchase an aggregate of 116,666 shares of its Common Stock with an exercise price of $18.10 per share (the “Common Warrants”), for an aggregate purchase price of $4,999,995.00 and (ii) pre-funded warrants to purchase an aggregate of 1,333,333 shares of its Common Stock with an exercise price of $0.01 per share (the “Pre-Funded Warrants” and collectively with the Common Warrants, the “Private Placement Warrants”), together with an aggregate of 466,666 Common Warrants, for an aggregate purchase price of $19,986,661.67 (collectively, the “Private Placement”). The Private Placement closed on February 23, 2021. | ||||||||||||||||||||||
Aggregate value | $ 200,000 | ||||||||||||||||||||||
Total number of shares (in Shares) | 827,094 | ||||||||||||||||||||||
Goss proceeds | $ 10,400 | ||||||||||||||||||||||
Accumulated deficit | $ 139,566 | $ 139,566 | 111,141 | 70,887 | |||||||||||||||||||
Cash in operations | $ 26,342 | $ 30,564 | 38,356 | $ 27,541 | |||||||||||||||||||
Cash and cash equivalents and restricted bank deposits | $ 37,300 | ||||||||||||||||||||||
Ayala Pharmaceuticals Inc [Member] | IPO [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Shares of common stock (in Shares) | 3,940,689 | ||||||||||||||||||||||
Per share value (in Dollars per share) | $ 15 | $ 0.01 | |||||||||||||||||||||
Common stock shares associated (in Shares) | 274,022 | ||||||||||||||||||||||
Net proceeds | $ 52,800 | ||||||||||||||||||||||
Merger Agreement [Member] | Biosight Ltd and Advaxis Ltd [Member] | Other Ownership [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Percentage of outstanding shares | 25% | ||||||||||||||||||||||
Merger Agreement [Member] | Biosight Ltd [Member] | Other Ownership [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Percentage of outstanding shares | 75% | ||||||||||||||||||||||
Definitive Agreements [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Number of warrants to purchase common stock | 140,552 | ||||||||||||||||||||||
Definitive Agreements [Member] | April 2021 Offering [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Number of warrants to purchase common stock | 175,065 | ||||||||||||||||||||||
Proceeds from sale of common shares | $ 20,000 | ||||||||||||||||||||||
Definitive Agreements [Member] | Investor [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Number of shares issued | 219,718 | ||||||||||||||||||||||
Pre-funded warrants to purchase common shares | 95,899 | ||||||||||||||||||||||
Number of warrants to purchase common stock | 95,899 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 388,936 | 390,710 | 389,010 | 17,687 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 377,818 | 377,818 | 377,818 | 4,971 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 11,192 | 12,647 | ||
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 69 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2021 | Feb. 19, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 31, 2020 | Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Jan. 31, 2022 | Jun. 30, 2021 | Apr. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Cash equivalent | $ 17,100,000 | $ 17,200,000 | $ 17,100,000 | |||||||||||||
Concentration of credit risk amount | $ 41,600,000 | |||||||||||||||
Purchase common stock with anti-dilutive effect | 388,936 | 390,710 | 389,010 | 17,687 | ||||||||||||
Exercise price | $ 0 | $ 0 | ||||||||||||||
Common stock par value (in Dollars per share) | 0.001 | $ 0.001 | $ 0.001 | 0.001 | $ 0.001 | |||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 29.76 | $ 20 | $ 24 | $ 29.76 | ||||||||||||
Aggregate purchase price (in Dollars) | $ 10,826,000 | $ 31,113,000 | ||||||||||||||
Accumulated deficit (in Dollars) | $ 410,738,000 | $ 438,368,000 | $ 428,600,000 | $ 410,738,000 | ||||||||||||
Cash in operations (in Dollars) | $ 12,307,000 | $ 11,703,000 | $ 15,439,000 | $ 21,940,000 | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Purchase common stock with anti-dilutive effect | 11,118 | 12,892 | ||||||||||||||
Private Placement [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 56 | $ 56 | ||||||||||||||
Ayala Pharmaceuticals Inc [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Purchase common stock with anti-dilutive effect | 466,666 | |||||||||||||||
Severance costs | $ 300,000 | $ 200,000 | ||||||||||||||
Employee contributions, percentage | 100% | |||||||||||||||
Employees base salary, percentage | 6% | |||||||||||||||
Largest benefit likelihood, percentage | 5,000% | |||||||||||||||
Expected dividend yield | 0% | |||||||||||||||
Research and development services | $ 3,500,000 | $ 3,700,000 | ||||||||||||||
Common stock sold shares | 305,517 | 310,417 | 827,094 | |||||||||||||
Common stock par value (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Aggregate offering value (in Dollars) | $ 200,000,000 | |||||||||||||||
Net proceeds (in Dollars) | $ 468,000 | $ 512,000 | $ 10,000,000 | |||||||||||||
Accumulated deficit (in Dollars) | 139,566,000 | 139,566,000 | 111,141,000 | $ 70,887,000 | ||||||||||||
Cash in operations (in Dollars) | 26,342,000 | $ 30,564,000 | $ 38,356,000 | $ 27,541,000 | ||||||||||||
Cash and cash equivalents (in Dollars) | $ 11,500,000 | 11,500,000 | ||||||||||||||
Weighted average of warrants | 1,333,333 | 1,333,333 | 1,091,158 | |||||||||||||
Exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||||||||||
Ayala Pharmaceuticals Inc [Member] | Liabilities, Total [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Estimates change (in Dollars) | $ 4,300,000 | 4,300,000 | ||||||||||||||
Ayala Pharmaceuticals Inc [Member] | Assets, Total [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Estimates change (in Dollars) | $ 4,200,000 | $ 4,200,000 | ||||||||||||||
Ayala Pharmaceuticals Inc [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Purchase common stock with anti-dilutive effect | 1,141,927 | 913,194 | ||||||||||||||
Ayala Pharmaceuticals Inc [Member] | 2021 Investors Purchase Agreement [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 18.10 | |||||||||||||||
Ayala Pharmaceuticals Inc [Member] | 2021 Investors Purchase Agreement [Member] | Private Placement Warrants [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Aggregate purchase shares | 466,666 | |||||||||||||||
Ayala Pharmaceuticals Inc [Member] | Private Placement [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.01 | |||||||||||||||
Ayala Pharmaceuticals Inc [Member] | Private Placement [Member] | 2021 Investors Purchase Agreement [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Common stock sold shares | 333,333 | |||||||||||||||
Common stock par value (in Dollars per share) | $ 0.01 | |||||||||||||||
Aggregate purchase shares | 116,666 | |||||||||||||||
Aggregate purchase price (in Dollars) | $ 19,986,661.67 | |||||||||||||||
Ayala Pharmaceuticals Inc [Member] | Note Warrant [Member] | 2021 Investors Purchase Agreement [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Aggregate purchase price (in Dollars) | $ 4,999,995 | |||||||||||||||
Series D Preferred Stock Redemption [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Restricted cash | $ 5,250,000 | |||||||||||||||
Prefunded Warrants [Member] | Ayala Pharmaceuticals Inc [Member] | 2021 Investors Purchase Agreement [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Aggregate purchase shares | 1,333,333 | |||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 0.01 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Purchase common stock with anti-dilutive effect | 327,338 | |||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 224 | |||||||||||||||
Warrant [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Purchase common stock with anti-dilutive effect | 583,332 | 583,332 | ||||||||||||||
Minimum [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Estimated useful lives of property and equipment | 3 years | |||||||||||||||
Estimated useful life of intangible assets | 3 years | |||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 0 | $ 0 | ||||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | 20 | $ 20 | ||||||||||||||
Maximum [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Estimated useful lives of property and equipment | 10 years | |||||||||||||||
Estimated useful life of intangible assets | 20 years | |||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 281.25 | $ 281.25 | ||||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 224 | $ 224 |
REVERSE STOCK SPLIT (Details Na
REVERSE STOCK SPLIT (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Stockholders' Equity Note, Stock Split | 1 for 20 to 1 for 80 |
Board Of Directors [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Stockholders' Equity Note, Stock Split | 1 for 80 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Jan. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||||||
Leasehold improvements | $ 2,335 | ||||||
Laboratory equipment | $ 179 | 179 | 1,218 | ||||
Furniture and fixtures | 744 | ||||||
Computer equipment | 241 | 241 | 409 | ||||
Construction in progress | 19 | ||||||
Total property and equipment | 420 | 420 | 4,725 | ||||
Accumulated depreciation | (347) | (302) | (2,332) | ||||
Net property and equipment | 73 | 118 | 2,393 | ||||
Cost: | |||||||
Property, Plant and Equipment, Gross | 420 | 420 | 4,725 | ||||
Property and Equipment, Net | $ 73 | $ 118 | $ 2,393 | ||||
Ayala Pharmaceuticals Inc [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Leasehold improvements | $ 500 | ||||||
Total property and equipment | $ 1,618 | $ 1,613 | |||||
Accumulated depreciation | (168) | (182) | |||||
Net property and equipment | $ 999 | 1,120 | 1,283 | ||||
Cost: | |||||||
Property, Plant and Equipment, Gross | 1,618 | 1,613 | |||||
Less: Accumulated Depreciation | 498 | 330 | |||||
Property and Equipment, Net | $ 999 | 1,120 | 1,283 | ||||
Ayala Pharmaceuticals Inc [Member] | Computer Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Total property and equipment | 73 | 73 | |||||
Cost: | |||||||
Property, Plant and Equipment, Gross | 73 | 73 | |||||
Ayala Pharmaceuticals Inc [Member] | Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Total property and equipment | 294 | 293 | |||||
Cost: | |||||||
Property, Plant and Equipment, Gross | 294 | 293 | |||||
Ayala Pharmaceuticals Inc [Member] | Office Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Total property and equipment | 146 | 142 | |||||
Cost: | |||||||
Property, Plant and Equipment, Gross | 146 | 142 | |||||
Ayala Pharmaceuticals Inc [Member] | Leasehold Improvements [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Total property and equipment | 1,105 | 1,105 | |||||
Cost: | |||||||
Property, Plant and Equipment, Gross | $ 1,105 | $ 1,105 | |||||
Software Development [Member] | Ayala Pharmaceuticals Inc [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 33% | ||||||
Equipment [Member] | Ayala Pharmaceuticals Inc [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 15% | ||||||
Office Equipment [Member] | Ayala Pharmaceuticals Inc [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 7% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2022 | Jul. 31, 2021 | Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||||||||
Depreciation expense | $ 13,000 | $ 50,000 | $ 45,000 | $ 366,000 | $ 387,000 | $ 897,000 | ||||
Gain loss on sale of property plant equipment | 1,530,000 | 1,439,000 | ||||||||
Impairment loss on idle laboratory equipment | 3,005,000 | 3,005,000 | ||||||||
Gain loss on sale of property plant equipment | (1,530,000) | (1,439,000) | ||||||||
Depreciation expense | $ 347,000 | $ 347,000 | 302,000 | 2,332,000 | ||||||
Ayala Pharmaceuticals Inc [Member] | ||||||||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||||||||
Depreciation expense | $ 121,000 | $ 140,000 | $ 168,000 | $ 182,000 | ||||||
Depreciation expense | $ 168,000 | $ 182,000 | ||||||||
Laboratory Equipment [Member] | ||||||||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||||||||
Impairment loss on idle laboratory equipment | 0 | $ 1,100,000 | ||||||||
Research and Development Expense [Member] | ||||||||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||||||||
Gain loss on sale of property plant equipment | 900,000 | |||||||||
Gain loss on sale of property plant equipment | (900,000) | |||||||||
General and Administrative Expense [Member] | ||||||||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||||||||
Gain loss on sale of property plant equipment | (562,000) | 500,000 | ||||||||
Gain loss on sale of property plant equipment | 562,000 | $ (500,000) | ||||||||
Research And Development [Member] | ||||||||||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||||||||||
Gain loss on sale of property plant equipment | (968,000) | |||||||||
Gain loss on sale of property plant equipment | $ 968,000 |
SUMMARY OF INTANGIBLE ASSETS (D
SUMMARY OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Patents | $ 275 | $ 4,836 | $ 4,479 |
License | 44 | 777 | 777 |
Software | 98 | 98 | 117 |
Total intangibles | 417 | 5,711 | 5,373 |
Accumulated amortization | (236) | (2,357) | (2,112) |
Intangible assets | $ 181 | $ 3,354 | $ 3,261 |
SCHEDULE OF CARRYING VALUE OF I
SCHEDULE OF CARRYING VALUE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2022 (Remaining) | $ 24 | ||
2023 | 94 | 277 | |
2024 | 63 | 277 | |
2024 | 277 | ||
2025 | 277 | ||
2026 | 277 | ||
Thereafter | 1,969 | ||
Intangible assets | $ 181 | $ 3,354 | $ 3,261 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Goodwill [Line Items] | ||||||
Expiration of patents description | The expirations of the existing patents range from 2021 to 2039 | |||||
Book value patent applications, net | $ 159,000 | $ 90,000 | $ 94,000 | $ 1,725,000 | ||
Intangible asset amortization expense | 210,000 | 203,000 | 273,000 | 337,000 | ||
Asset impairment charges | $ 3,005,000 | 3,005,000 | ||||
General and Administrative Expense [Member] | ||||||
Goodwill [Line Items] | ||||||
Book value patent applications, net | 29,000 | 21,000 | 159,000 | 90,000 | 100,000 | 1,700,000 |
Intangible asset amortization expense | $ 70,000 | $ 68,000 | $ 210,000 | $ 203,000 | $ 300,000 | $ 300,000 |
SUMMARY OF ACCRUED EXPENSES (De
SUMMARY OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
Salaries and other compensation | $ 116 | $ 55 | $ 737 | |||
Vendors | 2,168 | 671 | ||||
Vendors | 851 | 1,968 | ||||
Other | 200 | 200 | ||||
Accrued Professional Fees | 343 | 613 | 329 | |||
Total Accrued Expenses | $ 1,510 | $ 2,836 | $ 1,737 | |||
Ayala Pharmaceuticals Inc [Member] | ||||||
Accrued Professional Fees | $ 291 | $ 657 | ||||
Accrued Research and Development Expenses | 56 | 101 | ||||
Tax Provision | 1,150 | 780 | ||||
Accrued Payroll and Employee Benefits | 1,761 | 1,613 | ||||
Total Accrued Expenses | $ 3,379 | $ 3,258 | $ 3,151 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Jul. 30, 2021 | Apr. 30, 2021 | Nov. 27, 2020 | Nov. 24, 2020 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Nov. 30, 2020 | May 31, 2020 | Jan. 31, 2020 | Apr. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2020 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Jun. 03, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 14, 2021 | |
Common stock, authorized | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | 300,000,000 | 170,000,000 | 300,000,000 | |||||||||||
Number of warrants to purchase common stock | 4,971 | 4,971 | 377,818 | 377,818 | 4,971 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 13,683,000 | $ 8,550,000 | ||||||||||||||||||||
Gross proceeds from common stock | $ 28,115,000 | $ 28,115,000 | $ 15,496,000 | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Warrants exercise price | 29.76 | $ 29.76 | 20 | $ 24 | 29.76 | |||||||||||||||||
Proceeds from sale of common shares | $ 10,826,000 | $ 31,113,000 | ||||||||||||||||||||
Warrants exercise price | $ 51.20 | $ 51.20 | ||||||||||||||||||||
Net proceeds from offering | $ 762,000 | $ 8,500,000 | $ 40,000,000 | $ 9,600,000 | $ 1,583,000 | |||||||||||||||||
ATM Program [Member] | ||||||||||||||||||||||
Net proceeds from offering | $ 1,531,000 | 737,000 | ||||||||||||||||||||
Proceeds from commissions received | $ 25,000 | $ 52,000 | ||||||||||||||||||||
Pre Funded Warrant [Member] | ||||||||||||||||||||||
Warrants exercise price | $ 56 | $ 56 | $ 56 | |||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||
Common stock, authorized | 300,000,000 | |||||||||||||||||||||
Share price per share | $ 24 | $ 84 | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 333,333 | |||||||||||||||||||||
Number of common stock shares sold | 383,333 | 125,000 | ||||||||||||||||||||
Proceeds from sale of common shares | $ 10,500,000 | |||||||||||||||||||||
Net proceeds from offering | $ 3,800,000 | |||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Number of warrants to purchase common stock | 191,674 | |||||||||||||||||||||
Warrants exercise price | $ 56 | $ 56 | ||||||||||||||||||||
Warrants exercise price | $ 28 | $ 100 | ||||||||||||||||||||
Warrants and rights outstanding term | 5 years | 5 years | ||||||||||||||||||||
November 2020 Offering [Member] | ||||||||||||||||||||||
Number of warrants to purchase common stock | 166,674 | |||||||||||||||||||||
Proceeds from sale of common shares | $ 9,200,000 | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Common stock, authorized | 170,000,000 | |||||||||||||||||||||
Warrants exercise price | 0 | $ 0 | 0 | |||||||||||||||||||
Minimum [Member] | Amended and Restated Certificate of Incorporation [Member] | ||||||||||||||||||||||
Common stock, authorized | 170,000,000 | 170,000,000 | 170,000,000 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Common stock, authorized | 300,000,000 | |||||||||||||||||||||
Warrants exercise price | $ 281.25 | $ 281.25 | $ 281.25 | |||||||||||||||||||
Maximum [Member] | Amended and Restated Certificate of Incorporation [Member] | ||||||||||||||||||||||
Common stock, authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||||||||
Maximum [Member] | Private Placement [Member] | ||||||||||||||||||||||
Number of warrants to purchase common stock | 62,500 | |||||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | ||||||||||||||||||||||
Number of common stock purchased | 140,525 | |||||||||||||||||||||
Gross proceeds from common stock | $ 5,100,000 | |||||||||||||||||||||
Proceeds from netted legal fees | $ 50,000 | |||||||||||||||||||||
Purchase Agreement [Member] | Private Placement [Member] | ||||||||||||||||||||||
Number of warrants to purchase common stock | 175,065 | 175,065 | 175,065 | |||||||||||||||||||
Warrants exercise price | $ 56 | $ 56 | $ 56 | |||||||||||||||||||
Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||||||||||||||||
Agreement description | Over the 36-month term of the Purchase Agreement, the Company has the right, but not the obligation, from time to time, to sell to Lincoln Park up to an aggregate amount of $ | |||||||||||||||||||||
Common stock, authorized | 20,000,000 | |||||||||||||||||||||
Share price per share | $ 8 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 13,553 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 600,000 | |||||||||||||||||||||
Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Minimum [Member] | ||||||||||||||||||||||
Number of warrants to purchase common stock | 12,500 | |||||||||||||||||||||
Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||
Number of warrants to purchase common stock | 1,000,000 | |||||||||||||||||||||
Securities Purchase Agreements [Member] | Pre Funded Warrant [Member] | ||||||||||||||||||||||
Share price per share | 63.29 | 63.29 | 63.29 | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | 0.08 | 0.08 | 0.08 | |||||||||||||||||||
Securities Purchase Agreements [Member] | IPO [Member] | ||||||||||||||||||||||
Share price per share | 63.37 | $ 63.37 | 63.37 | |||||||||||||||||||
Number of common stock shares sold | 219,718 | |||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Prefunded warrants to purchase common shares | 95,899 | 95,899 | 95,899 | |||||||||||||||||||
Securities Purchase Agreements [Member] | IPO [Member] | Other Ownership [Member] | ||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 9.99% | 9.99% | 9.99% | |||||||||||||||||||
Securities Purchase Agreements [Member] | Maximum [Member] | IPO [Member] | ||||||||||||||||||||||
Number of warrants to purchase common stock | 140,552 | 140,552 | 140,552 | |||||||||||||||||||
Definitive Agreements [Member] | ||||||||||||||||||||||
Number of warrants to purchase common stock | 140,552 | 140,552 | 140,552 | |||||||||||||||||||
Definitive Agreements [Member] | April 2021 Offering [Member] | ||||||||||||||||||||||
Number of warrants to purchase common stock | 175,065 | 175,065 | 175,065 | |||||||||||||||||||
Proceeds from sale of common shares | $ 20,000,000 |
SCHEDULE OF COMMON STOCK PURCHA
SCHEDULE OF COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | ||
Offsetting Assets [Line Items] | ||||
Exercise Price | $ 20 | $ 24 | $ 29.76 | |
Grand Total Number of Shares Underlying Warrants | 377,818 | 377,818 | 4,971 | |
Exercise Price Range One [Member] | ||||
Offsetting Assets [Line Items] | ||||
Exercise Price | $ 20 | $ 224 | [1] | |
Grand Total Number of Shares Underlying Warrants | 879 | 4,092 | ||
Expiration Date | September 2024 | July 2024 | ||
Type of financing | September 2018 Public Offering | July 2019 Public Offering | ||
Exercise Price Range Two [Member] | ||||
Offsetting Assets [Line Items] | ||||
Exercise Price | $ 224 | $ 20 | [1] | |
Grand Total Number of Shares Underlying Warrants | 4,092 | 879 | 4,092 | |
Expiration Date | July 2024 | September 2024 | July 2024 | |
Type of financing | July 2019 Public Offering | September 2018 Public Offering | July 2019 Public Offering | |
Exercise Price Range Three [Member] | ||||
Offsetting Assets [Line Items] | ||||
Exercise Price | $ 28 | $ 28 | $ 29.76 | |
Grand Total Number of Shares Underlying Warrants | 57,230 | 57,230 | 879 | |
Expiration Date | November 2025 | November 2025 | September 2024 | |
Type of financing | November 2020 Public Offering | November 2020 Public Offering | September 2018 Public Offering | |
Exercise Price Range Four [Member] | ||||
Offsetting Assets [Line Items] | ||||
Exercise Price | $ 56 | $ 56 | ||
Grand Total Number of Shares Underlying Warrants | 140,552 | 140,552 | ||
Expiration Date | April 2026 | April 2026 | ||
Type of financing | April 2021 Registered Direct Offering (Accompanying Warrants) | April 2021 Registered Direct Offering (Accompanying Warrants) | ||
Exercise Price Range Five [Member] | ||||
Offsetting Assets [Line Items] | ||||
Exercise Price | $ 56 | $ 56 | ||
Grand Total Number of Shares Underlying Warrants | 175,065 | 175,065 | ||
Expiration Date | 5 years after the date such warrants become exercisable, if ever | 5 years after the date such warrants become exercisable, if ever | ||
Type of financing | April 2021 Private Placement (Private Placement Warrants) | April 2021 Private Placement (Private Placement Warrants | ||
[1]During the year ended October 31, 2021, the cashless exercise provision of these warrants expired and the exercise price adjusted to $ |
SCHEDULE OF COMMON STOCK PURC_2
SCHEDULE OF COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY (Details) (Parenthetical) - $ / shares | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Warrants to purchase common stock purchase price (in Dollars per share) | $ 20 | $ 24 | $ 29.76 |
Warrant [Member] | |||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 224 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | ||
Common Stock Purchase Warrants And Warrant Liability | |||
Warrants, Outstanding and exercisable warrants, Beginning balance | 4,971 | 5,394 | |
Weighted Average Exercise Price, Outstanding and exercisable warrants, Beginning | $ 6.40 | $ 6.40 | |
Weighted Average Remaining Contractual Life In Years, Outstanding and exercisable warrants, Beginning balance | 3 years 9 months 3 days | 4 years 9 months 3 days | |
Aggregate Intrinsic Value, Beginning | $ 110,640 | $ 114,069 | |
Warrants, Issued | 603,190 | 62,500 | |
Weighted Average Exercise Price, Issued | $ 38.40 | $ 100 | |
Warrants, Exercised | (230,343) | (423) | [1] |
Weighted Average Exercise Price, Exercised | $ 16 | $ 1.60 | [1] |
Warrants, Exchanged | (62,500) | ||
Weighted Average Exercise Price, Exchanged | $ 100 | ||
Warrants, Outstanding and exercisable warrants, Ending balance | 377,818 | 4,971 | |
Weighted Average Exercise Price, Outstanding and exercisable warrants, Ending | $ 53.49 | $ 6.40 | |
Weighted Average Remaining Contractual Life In Years, Outstanding and exercisable warrants, Ending balance | 4 years 7 months 17 days | ||
Aggregate Intrinsic Value, Ending | $ 631,089 | $ 110,640 | |
[1]Includes the cashless exercise of 406 406 |
SCHEDULE OF WARRANTS ACTIVITY_2
SCHEDULE OF WARRANTS ACTIVITY (Details) (Parenthetical) | 12 Months Ended |
Oct. 31, 2021 shares | |
Cashless warrant exercise | 406 |
Warrant [Member] | |
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 406 |
SCHEDULE OF ASSUMPTIONS USED IN
SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY (Details) | Jul. 31, 2022 $ / shares | Oct. 31, 2021 $ / shares | Oct. 16, 2021 | Apr. 14, 2021 $ / shares | Nov. 30, 2020 | Oct. 31, 2020 $ / shares |
Exercise Price | $ 20 | $ 24 | $ 29.76 | |||
Stock Price | 0 | |||||
Measurement Input, Expected Term [Member] | ||||||
Expected Term | 4 years 9 months 3 days | |||||
Private Placement [Member] | ||||||
Exercise Price | 56 | 56 | ||||
Expected Term | 5 years | 5 years | ||||
Warrant Liability [Member] | ||||||
Exercise Price | 20 | 24 | 29.60 | |||
Stock Price | $ 3.73 | $ 38.80 | $ 27.20 | |||
Warrant Liability [Member] | Measurement Input, Expected Term [Member] | ||||||
Expected Term | 2 years 1 month 13 days | 2 years 10 months 13 days | 3 years 10 months 13 days | |||
Warrant Liability [Member] | Measurement Input, Price Volatility [Member] | ||||||
Measurement input percentage | 104 | 123 | 106 | |||
Warrant Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Measurement input percentage | 2.89 | 0.77 | 0.29 | |||
Warrant Liability [Member] | Private Placement [Member] | ||||||
Exercise Price | $ 56 | $ 56 | $ 56 | |||
Stock Price | $ 3.73 | $ 38.80 | $ 45.60 | |||
Warrant Liability [Member] | Private Placement [Member] | Measurement Input, Expected Term [Member] | ||||||
Expected Term | 5 years | 5 years | ||||
Warrant Liability [Member] | Private Placement [Member] | Measurement Input, Price Volatility [Member] | ||||||
Measurement input percentage | 112 | 106 | 106 | |||
Warrant Liability [Member] | Private Placement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Measurement input percentage | 2.70 | 1.18 | 0.85 |
COMMON STOCK PURCHASE WARRANT_3
COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 16, 2021 USD ($) $ / shares shares | Nov. 27, 2020 shares | Mar. 31, 2021 USD ($) | Nov. 30, 2020 USD ($) shares | May 31, 2020 USD ($) | Jan. 31, 2020 USD ($) shares | Jul. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2021 USD ($) | Apr. 30, 2021 $ / shares shares | Jan. 31, 2021 shares | Oct. 31, 2020 USD ($) $ / shares shares | Jul. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2021 USD ($) | Oct. 31, 2021 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) $ / shares shares | Jun. 03, 2021 shares | Jun. 01, 2021 shares | May 01, 2021 shares | Apr. 14, 2021 $ / shares | |
Number of warrants to purchase common stock | 377,818 | 4,971 | 377,818 | 377,818 | 4,971 | ||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 20 | $ 29.76 | $ 20 | $ 24 | $ 29.76 | ||||||||||||||
Proceeds from issuance of IPO | $ | $ 762,000 | $ 8,500,000 | $ 40,000,000 | $ 9,600,000 | $ 1,583,000 | ||||||||||||||
Loss on shares issued in settlement of warrants | $ | $ 77,000 | $ (77,000) | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock shares authorized | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | 300,000,000 | 170,000,000 | 300,000,000 | ||||||||||
Fair value of the warrant liability | $ | $ 287,000 | $ 17,000 | $ 287,000 | $ 4,929,000 | $ 17,000 | ||||||||||||||
Income on fair value of warrants | $ | 1,000,000 | ||||||||||||||||||
Income on fair value of warrants | $ | $ 276,000 | $ 846,000 | $ 4,642,000 | $ 1,814,000 | (970,000) | ||||||||||||||
Measurement Input, Exercise Price [Member] | |||||||||||||||||||
Warrants, measurement input | 100 | ||||||||||||||||||
Measurement Input, Share Price [Member] | |||||||||||||||||||
Warrants, measurement input | 32.48 | ||||||||||||||||||
Measurement Input, Expected Term [Member] | |||||||||||||||||||
Warrants and rights outstanding term | 4 years 9 months 3 days | ||||||||||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||||||||||
Warrants, measurement input fair value, percentage | 101.18% | ||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||
Warrants, measurement input fair value, percentage | 0.32% | ||||||||||||||||||
Private Exchange Agreement [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 62,500 | ||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 100 | ||||||||||||||||||
Warrants maturity date | Jul. 21, 2025 | ||||||||||||||||||
Private Exchange Agreement [Member] | Investor [Member] | |||||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 37,500 | ||||||||||||||||||
IPO [Member] | |||||||||||||||||||
Proceeds from issuance of IPO | $ | $ 3,800,000 | ||||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 333,333 | ||||||||||||||||||
Common stock shares authorized | 300,000,000 | ||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 191,674 | ||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 56 | $ 56 | $ 56 | ||||||||||||||||
Warrants and rights outstanding term | 5 years | 5 years | |||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 0 | $ 0 | |||||||||||||||||
Common stock shares authorized | 170,000,000 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 281.25 | $ 281.25 | |||||||||||||||||
Common stock shares authorized | 300,000,000 | ||||||||||||||||||
Maximum [Member] | Private Placement [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 62,500 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 398,226 | 30,225,397 | 398,226 | ||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 230,794 | 383,333 | |||||||||||||||||
Common Stock [Member] | IPO [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 134,437 | ||||||||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 0.30 | ||||||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 281.25 | ||||||||||||||||||
Equity Warrants [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 201,874 | 4,092 | 201,874 | 201,874 | 4,092 | ||||||||||||||
Number of warrants to purchase common stock | 201,874 | ||||||||||||||||||
Warrants outstanding | 377,818 | 4,971 | 377,818 | 377,818 | 4,971 | ||||||||||||||
Warrant [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 377,818 | 377,818 | 377,818 | ||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 224 | ||||||||||||||||||
Warrants outstanding | 377,818 | 377,818 | 377,818 | ||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 406 | ||||||||||||||||||
Warrant [Member] | IPO [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 134,437 | ||||||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 20 | $ 20 | $ 20 | ||||||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | 224 | 224 | $ 224 | ||||||||||||||||
Pre Funded Warrant [Member] | |||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 56 | ||||||||||||||||||
Pre Funded Warrant [Member] | IPO [Member] | |||||||||||||||||||
Prefunded warrants to purchase common shares exercised | 95,399 | ||||||||||||||||||
Prefunded warrants to purchase common exchange shares | 95,399 | ||||||||||||||||||
Warrant Liability [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 879 | 879 | |||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 20 | $ 29.60 | $ 20 | $ 24 | $ 29.60 | ||||||||||||||
Warrants outstanding | 4,971 | 4,971 | |||||||||||||||||
Warrant Liability [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||
Warrants and rights outstanding term | 2 years 1 month 13 days | 3 years 10 months 13 days | 2 years 1 month 13 days | 2 years 10 months 13 days | 3 years 10 months 13 days | ||||||||||||||
Warrant Liability [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||
Warrants, measurement input | 104 | 106 | 104 | 123 | 106 | ||||||||||||||
Warrant Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||
Warrants, measurement input | 2.89 | 0.29 | 2.89 | 0.77 | 0.29 | ||||||||||||||
Warrant Liability [Member] | April Two Thousand Twenty One Private Placement Offering And September Two Thousand Eighteen Public Offering [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 175,944 | ||||||||||||||||||
Warrants outstanding | 377,818 | ||||||||||||||||||
Warrant Liability [Member] | Private Placement [Member] | |||||||||||||||||||
Number of warrants to purchase common stock | 175,944 | 175,944 | 175,944 | ||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 56 | $ 56 | $ 56 | $ 56 | |||||||||||||||
Warrants outstanding | 377,818 | 377,818 | 377,818 | ||||||||||||||||
Warrant Liability [Member] | Private Placement [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||
Warrants and rights outstanding term | 5 years | 5 years | 5 years | ||||||||||||||||
Warrant Liability [Member] | Private Placement [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||
Warrants, measurement input | 112 | 112 | 106 | 106 | |||||||||||||||
Warrant Liability [Member] | Private Placement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||
Warrants, measurement input | 2.70 | 2.70 | 1.18 | 0.85 | |||||||||||||||
Warrant Liability [Member] | Minimum [Member] | |||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 20 | $ 20 | |||||||||||||||||
Warrant Liability [Member] | Maximum [Member] | |||||||||||||||||||
Warrants to purchase common stock purchase price (in Dollars per share) | $ / shares | $ 1,800 | $ 1,800 | $ 1,800 |
SUMMARY OF SHARE BASED COMPENSA
SUMMARY OF SHARE BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | $ 25 | $ 60 | $ 74 | $ 511 | $ 566 | $ 891 |
Research and Development Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | 12 | 29 | 36 | 142 | 164 | 308 |
General and Administrative Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | $ 13 | $ 31 | $ 38 | $ 369 | $ 402 | $ 583 |
SUMMARY OF RSU ACTIVITY AND REL
SUMMARY OF RSU ACTIVITY AND RELATED INFORMATION (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSUs, Unvested Beginning Balance | 69 | 183 |
Weighted-Average Grant Date Fair Value, Unvested Beginning Balance | $ 1,945.60 | $ 3,809.60 |
Number of RSUs, Vested | (110) | |
Weighted-Average Grant Date Fair Value, Vested | $ 4,847.20 | |
Number of RSUs, Cancelled | (69) | (4) |
Weighted-Average Grant Date Fair Value, Cancelled | $ 1,945.60 | $ 7,904 |
Number of RSUs, Unvested Ending Balance | 69 | |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 1,945.60 |
SUMMARY OF CHANGES IN STOCK OPT
SUMMARY OF CHANGES IN STOCK OPTION PLAN (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Number of options Outstanding at Beginning of Year (in Shares) | 11,192 | 12,669 | 7,022 | |
Weighted average exercise price Outstanding at Beginning of Year | $ 1,550.26 | $ 2,676.78 | $ 5,728.92 | |
Weighted average remaining contractual term (in years) Outstanding at Beginning of Year | 7 years 9 months 18 days | 8 years 14 days | 7 years 4 months 2 days | |
Aggregate Intrinsic Value, Beginning | $ 34 | $ 4 | $ 1 | |
Number of options Granted (in Shares) | 625 | 8,073 | ||
Weighted average exercise price Granted | $ 31.20 | $ 48.69 | ||
Shares, Cancelled or Expired | (74) | (2,098) | (2,426) | |
Weighted Average Exercise Price, Cancelled or Expired | $ 22,200 | $ 7,903.21 | $ 2,765.64 | |
Number of options Exercised (in Shares) | (4) | |||
Weighted average exercise price Exercised | $ 24 | |||
Number of options Outstanding End of Year (in Shares) | 11,118 | 11,192 | 12,669 | |
Weighted average exercise price Outstanding End of Year | $ 1,412.82 | $ 1,550.26 | $ 2,676.78 | |
Weighted Average Remaining Contractual Life In Years, Ending Balance | 7 years 21 days | 7 years 9 months 18 days | ||
Aggregate Intrinsic Value, Ending | $ 34 | $ 4 | ||
Shares, Vested and Exercisable | 7,490 | 5,744 | ||
Weighted Average Exercise Price, Vested and Exercisable | $ 2,077.20 | $ 2,957.17 | ||
Weighted average remaining contractual term (in years) exercisable options, End of Year | 6 years 7 months 20 days | 6 years 11 months 23 days | ||
Aggregate intrinsic value Exercised (in Dollars) | $ 15 | |||
Shares, Vested and Exercisable | 7,490 | 5,744 | ||
Number of options exercisable options, End of Year | $ 2,077.20 | $ 2,957.17 | ||
Aggregate Intrinsic Value, Vested and Exercisable | $ 15 | |||
Ayala Pharmaceuticals Inc [Member] | ||||
Number of options Outstanding at Beginning of Year (in Shares) | 695,674 | |||
Weighted average exercise price Outstanding at Beginning of Year | $ 6.07 | |||
Weighted average remaining contractual term (in years) Outstanding at Beginning of Year | 7 years 3 months | |||
Number of options Granted (in Shares) | 295,470,000 | |||
Weighted average exercise price Granted | $ 10.99 | |||
Number of options Exercised (in Shares) | (18,328,000) | |||
Weighted average exercise price Exercised | $ 5.50 | |||
Number of options Outstanding End of Year (in Shares) | 900,789 | |||
Weighted average exercise price Outstanding End of Year | $ 7.41 | |||
Weighted Average Exercise Price, Vested and Exercisable | $ 476,303 | |||
Weighted average remaining contractual term (in years) exercisable options, End of Year | 7 years 1 month 13 days | |||
Aggregate intrinsic value Exercised (in Dollars) | $ 55,133 | |||
Number of options exercisable options, End of Year | $ 476,303 | |||
Aggregate Intrinsic Value, Vested and Exercisable | $ 55,133 | |||
Aggregate intrinsic value Outstanding at Beginning of Year (in Dollars) | $ 1,695,276 | |||
Number of options Forfeited (in Shares) | (70,527,000) | |||
Weighted average exercise price Forfeited | $ 9.78 | |||
Number of options Expired (in Shares) | (1,500,000) | |||
Weighted average exercise price Expired | $ 5.10 | |||
Weighted average remaining contractual term (in years) Outstanding End of Year | 7 years 9 months 10 days | |||
Aggregate intrinsic value Outstanding End of Year (in Dollars) | $ 991,878 | |||
Weighted average exercise price exercisable options,End of Year | $ 5.93 | |||
Aggregate intrinsic value exercisable options, End of Year (in Dollars) | $ 1,230,643 |
SUMMARY OF OUTSTANDING AND EXER
SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Offsetting Assets [Line Items] | ||||
Options Outstanding, Intrinsic Value | $ 34 | $ 4 | $ 1 | |
Options Exercisable, Intrinsic Value | $ 15 | |||
Exercise Price Range One [Member] | ||||
Offsetting Assets [Line Items] | ||||
Exercise Price Range, lower limit | $ 24 | $ 24 | ||
Exercise Price Range, upper limit | $ 50 | $ 800 | ||
Number Outstanding, Options Outstanding | 4,241 | 9,109 | ||
Weighted Average Remaining Contractual, Options Outstanding | 7 years 10 months 9 days | 8 years 5 months 4 days | ||
Weighted Average Exercise Price, Options Outstanding | $ 32.53 | $ 85.12 | ||
Options Outstanding, Intrinsic Value | $ 27 | |||
Number Exercisable, Options Exercisable | 1,964 | 3,661 | ||
Weighted Average Remaining Contractual Term Exercisable, Options Exercisable | 7 years 8 months 8 days | 8 years 2 months 23 days | ||
Weighted Average Exercise Price, Options Exercisable | $ 30.40 | $ 112.22 | ||
Options Exercisable, Intrinsic Value | $ 15 | |||
Exercise Price Range Two [Member] | ||||
Offsetting Assets [Line Items] | ||||
Exercise Price Range, lower limit | 50.01 | $ 800.01 | ||
Exercise Price Range, upper limit | $ 100 | $ 8,000 | ||
Number Outstanding, Options Outstanding | 4,174 | 1,133 | ||
Weighted Average Remaining Contractual, Options Outstanding | 7 years 8 months 26 days | 6 years 2 months 19 days | ||
Weighted Average Exercise Price, Options Outstanding | $ 53.33 | $ 2,323.42 | ||
Number Exercisable, Options Exercisable | 2,824 | 1,133 | ||
Weighted Average Remaining Contractual Term Exercisable, Options Exercisable | 7 years 8 months 23 days | 6 years 2 months 19 days | ||
Weighted Average Exercise Price, Options Exercisable | $ 53.58 | $ 2,323.42 | ||
Exercise Price Range Three [Member] | ||||
Offsetting Assets [Line Items] | ||||
Exercise Price Range, lower limit | 100.01 | 8,000.01 | ||
Exercise Price Range, upper limit | $ 20,664 | $ 16,000 | ||
Number Outstanding, Options Outstanding | 2,703 | 638 | ||
Weighted Average Remaining Contractual, Options Outstanding | 4 years 9 months | 3 years 5 months 19 days | ||
Weighted Average Exercise Price, Options Outstanding | $ 5,677.84 | $ 12,963.87 | ||
Number Exercisable, Options Exercisable | 2,703 | 638 | ||
Weighted Average Remaining Contractual Term Exercisable, Options Exercisable | 4 years 9 months | 3 years 5 months 19 days | ||
Weighted Average Exercise Price, Options Exercisable | $ 5,677.84 | $ 12,963.87 | ||
Exercise Price Range Four [Member] | ||||
Offsetting Assets [Line Items] | ||||
Exercise Price Range, lower limit | 16,000.01 | |||
Exercise Price Range, upper limit | $ 22,200,000 | |||
Number Outstanding, Options Outstanding | 312 | |||
Weighted Average Remaining Contractual, Options Outstanding | 2 years 2 months 19 days | |||
Weighted Average Exercise Price, Options Outstanding | $ 18,178.77 | |||
Number Exercisable, Options Exercisable | 312 | |||
Weighted Average Remaining Contractual Term Exercisable, Options Exercisable | 2 years 2 months 19 days | |||
Weighted Average Exercise Price, Options Exercisable | $ 18,178.77 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED (Details) | 12 Months Ended | |||
Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years | |||
Expected volatility | 103.27% | |||
Expected dividends | 0% | 0% | ||
Risk free rate | 0.53% | |||
Ayala Pharmaceuticals Inc [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 4 months 2 days | 6 years 4 months 2 days | ||
Expected volatility | 80% | 80% | ||
Expected dividends | 0% | 0% | ||
Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 6 months | |||
Expected volatility | 100.27% | |||
Risk free rate | 0.36% | |||
Minimum [Member] | Ayala Pharmaceuticals Inc [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk free rate | 0.50% | 0.47% | ||
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 6 months | |||
Expected volatility | 105.21% | |||
Risk free rate | 0.62% | |||
Maximum [Member] | Ayala Pharmaceuticals Inc [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk free rate | 1.08% | 2.03% |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
May 07, 2020 | Mar. 21, 2018 | May 31, 2020 | Dec. 24, 2019 | Feb. 28, 2018 | Nov. 15, 2017 | Sep. 30, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2019 | Jun. 03, 2021 | Jun. 01, 2021 | May 04, 2021 | May 01, 2021 | Jan. 02, 2021 | Jan. 02, 2020 | Oct. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Common stock, shares authorized | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | 300,000,000 | 170,000,000 | 300,000,000 | |||||||||||||||||||
Stock compensation expense | $ 25,000 | $ 60,000 | $ 74,000 | $ 511,000 | $ 566,000 | $ 891,000 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 625 | 8,073 | |||||||||||||||||||||||||
Fair value of stock options granted | $ 31.20 | $ 48.69 | |||||||||||||||||||||||||
Intrinsic value of options exercised | $ 162 | $ 0 | |||||||||||||||||||||||||
Allocated share based compensation expense | 500,000 | $ 700,000 | |||||||||||||||||||||||||
Unrecognized compensation cost | $ 77,000,000 | $ 77,000,000 | $ 200,000 | ||||||||||||||||||||||||
Unrecognized weighted average vesting period | 11 months 8 days | 1 year 7 months 9 days | |||||||||||||||||||||||||
Non-vested stock-based compensation | 603,190 | 62,500 | |||||||||||||||||||||||||
Ayala Pharmaceuticals Inc [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Shares of common stock (in Shares) | 305,517 | 310,417 | 827,094 | ||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||||||||
Stock compensation expense | $ 1,914,000 | $ 1,964,000 | $ 2,684,000 | $ 1,569,000 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 295,470,000 | ||||||||||||||||||||||||||
Fair value of stock options granted | $ 7.98 | $ 6.07 | |||||||||||||||||||||||||
Unvested stock options | 900,789 | ||||||||||||||||||||||||||
Options to purchase shares | 593,040 | ||||||||||||||||||||||||||
Option granted | 10 years | ||||||||||||||||||||||||||
Aggregate intrinsic value of stock options exercised | $ 55 | $ 280 | |||||||||||||||||||||||||
Non-vested stock-based compensation | 1,100,000 | ||||||||||||||||||||||||||
Restricted shares term | 4 years | 4 years | 4 years | 11 months 4 days | |||||||||||||||||||||||
Restricted shares | 58,651 | 124,348 | 96,017 | ||||||||||||||||||||||||
Restricted shares | 59,597 | ||||||||||||||||||||||||||
Restricted shares granted, per share | $ 11.26 | $ 15 | |||||||||||||||||||||||||
Fair value of shares vested | 200,000 | 200,000 | |||||||||||||||||||||||||
Unrecognized compensation expense | $ 1,800,000 | ||||||||||||||||||||||||||
Weighted average maturity period | 1 year 8 months 23 days | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Share-based compensation, common stock, shares | 69 | ||||||||||||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 230,794 | 383,333 | |||||||||||||||||||||||||
Common Stock [Member] | Ayala Pharmaceuticals Inc [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 3,940,689 | ||||||||||||||||||||||||||
Common stock, shares authorized | 1,841,040 | ||||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 813 | ||||||||||||||||||||||||||
Options vest primarily | 10 years | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 52.80 | ||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Unvested stock options | 624 | 624 | |||||||||||||||||||||||||
Employee Stock [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 625 | 7,260 | |||||||||||||||||||||||||
Options vest primarily | 10 years | 10 years | |||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | 3 years | |||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 31.20 | ||||||||||||||||||||||||||
Employee Stock [Member] | Ayala Pharmaceuticals Inc [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Restricted shares | 83,165 | ||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Fair value of equity purchases value | $ 3,000 | $ 5,000 | |||||||||||||||||||||||||
Restricted shares granted, per share | $ 1,945.60 | $ 3,809.60 | |||||||||||||||||||||||||
Employee Stock Awards [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Share-based compensation, common stock, shares | 69 | 110 | |||||||||||||||||||||||||
Stock compensation expense | $ 67,000 | $ 200,000 | |||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Common stock, shares authorized | 300,000,000 | ||||||||||||||||||||||||||
Maximum [Member] | Ayala Pharmaceuticals Inc [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Options vest primarily | 4 years | ||||||||||||||||||||||||||
Maximum [Member] | Employee Stock [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 52.80 | ||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Common stock, shares authorized | 170,000,000 | ||||||||||||||||||||||||||
Minimum [Member] | Ayala Pharmaceuticals Inc [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Options vest primarily | 5 years | ||||||||||||||||||||||||||
Minimum [Member] | Employee Stock [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 39.20 | ||||||||||||||||||||||||||
2015 Plan [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Common stock reserved for issuance under plan | 64,100 | 2,083 | 2,083 | ||||||||||||||||||||||||
2015 Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Common stock, shares authorized | 75,000 | ||||||||||||||||||||||||||
2015 Plan [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Common stock, shares authorized | 10,972 | ||||||||||||||||||||||||||
2018 Employee Stock Purchase Plan [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Employee Stock Ownership Plan (ESOP), Plan Description | the Company’s shareholders on March 21, 2018. The 2018 ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated exercise dates. Employees were eligible to participate in the 2018 ESPP beginning May 1, 2018. 12,500 shares of the Company’s Common stock were reserved for issuance under the 2018 ESPP. | ||||||||||||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 12 | 176 | |||||||||||||||||||||||||
Stock Split [Member] | 2015 Plan [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Shares of common stock (in Shares) | 3,000 | ||||||||||||||||||||||||||
Stock Split [Member] | 2015 Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||||||||||
Shares of common stock (in Shares) | 542 |
LICENSING AGREEMENTS (Details N
LICENSING AGREEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2021 | Apr. 26, 2021 | Apr. 30, 2020 | Sep. 04, 2019 | Sep. 04, 2018 | May 31, 2021 | Apr. 30, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Contract with Customer, Liability | $ 165,000 | |||||||||||
Milestone achievement, description | the Company received an aggregate of $1,615,000 from OS Therapies upon achievement of the funding milestone set forth in the license agreement and recorded $1,615,000 in revenue. | |||||||||||
Global BioPharma, Inc [Member] | License and Service [Member] | ||||||||||||
Revenue | $ 250,000 | $ 250,000 | 250,000 | $ 250,000 | ||||||||
OS Therapies [Member] | ||||||||||||
Contract with Customer, Liability | $ 164,653 | |||||||||||
OS Therapies [Member] | Within Five Business Days [Member] | ||||||||||||
Funding milestone payment | $ 2,337,500 | |||||||||||
Non-refundable and non-creditable payment | 1,550,000 | |||||||||||
OS Therapies [Member] | Creditable [Member] | ||||||||||||
Non-refundable and non-creditable payment | $ 1,550,000 | |||||||||||
Development, License and Supply Agreement [Member] | OS Therapies [Member] | ||||||||||||
Revenue | $ 1,375,000 | $ 1,375,000 | $ 25,000 | $ 25,000 | ||||||||
Funding milestone payment | $ 2,337,500 | $ 1,550,000 | $ 1,615,000 | |||||||||
Upfront payment | $ 1,615,000 | |||||||||||
Funding for milestone payment | $ 1,375,000 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 19, 2019 | Jan. 31, 2019 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | |
Leasehold improvements | $ 2,335 | |||||||
Preferred stock shares issued | 0 | 0 | 0 | |||||
Ayala Pharmaceuticals Inc [Member] | ||||||||
Operating lease option to extend terms | The term of the lease is for 63 months and includes an option to extend the lease for an additional 60 months | |||||||
Leasehold improvements | $ 500 | |||||||
Bank guarantee obtained for lease agreement. | $ 200 | |||||||
Leasing expense | $ 300 | $ 300 | ||||||
Percentage of equity ownership | 800% | |||||||
BMS agreement, description | This right terminated upon the closing of the sale of the Company’s Series B Preferred Stock. The Company estimates the fair value of this anti-dilution commitment using the probability weighted expected return method (“PWERM”). At the date of BMS Agreement, the Company recorded liability associated with the anti-dilution right in the amount of approximately $0.5 million, according to its fair value. For the year ended December 31, 2018, the Company recorded an income of approximately $0.5 million for the reassessment of the liability, within financial income, net, in the consolidated statement of operations. | |||||||
Equity stake | $ 10,000 | |||||||
Lease term | 63 months | |||||||
Lease for additional | 60 months | |||||||
New office lease agreement | $ 200 | |||||||
Ayala Pharmaceuticals Inc [Member] | New Lease Agreement [Member] | ||||||||
Lease term | 30 months | |||||||
Ayala Pharmaceuticals Inc [Member] | License Agreement [Member] | ||||||||
Leasehold improvements | $ 500 | |||||||
Term of license agreement | 10 years | |||||||
Ayala Pharmaceuticals Inc [Member] | B M S License Agreement [Member] | ||||||||
Payments | 6,000 | |||||||
Preferred stock valued | $ 7,300 | |||||||
Ayala Pharmaceuticals Inc [Member] | B M S License Agreement [Member] | Series A Preferred Stock [Member] | ||||||||
Preferred stock shares issued | 1,125,929 | |||||||
Especificos Stendhal SA de CV [Member] | ||||||||
Damages sought value by plaintiff | $ 3,000 | |||||||
Litigation expense | 300 | |||||||
Due from related party | $ 3,000 | |||||||
B M S [Member] | Ayala Pharmaceuticals Inc [Member] | License Agreement [Member] | ||||||||
Collaborative arrangement, milestone payments liability | $ 95,000 | $ 95,000 | ||||||
Collaborative arrangement, additional milestone payments | 47,000 | 47,000 | ||||||
Collaborative arrangements sales based milestone amount payable | 50,000 | 50,000 | ||||||
Novartis International Pharmaceutical Ltd [Member] | Ayala Pharmaceuticals Inc [Member] | Option And License Agreement [Member] | ||||||||
Milestone payment receivable | $ 245,000 | $ 245,000 | ||||||
Term of license agreement | 10 years | 10 years | ||||||
Period before which breach shall be cured by the company | 60 days | |||||||
Period for which license option granted shall remain uncured | 36 months | |||||||
Period before which breach shall be cured by the company | 60 days | |||||||
Notice period for the termination of the agreement | 60 days | |||||||
Period for which license option granted shall remain effective | 60 days | |||||||
Novartis International Pharmaceutical Ltd [Member] | Ayala Pharmaceuticals Inc [Member] | Stock Purchase Agreement And Associated Investment Agreements [Member] | ||||||||
Equity stake | $ 10,000 |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET RELATED TO LEASES (Details) - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Mar. 26, 2021 | Mar. 25, 2021 | Oct. 31, 2020 |
Leases | |||||
Operating lease right-of-use assets | $ 19,000 | $ 40,000 | $ 4,512,000 | $ 43,000 | $ 4,839,000 |
Operating lease liability | 19,000 | 28,000 | 962,000 | ||
Operating lease liability, net of current portion | 12,000 | 5,055,000 | |||
Total operating lease liabilities | $ 19,000 | $ 40,000 | $ 5,628,000 | $ 43,000 | $ 6,017,000 |
SCHEDULE OF LEASE EXPENSES (Det
SCHEDULE OF LEASE EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Operating lease cost | $ 1,302 | $ 1,158 | ||||
Short-term lease cost | 14 | 320 | ||||
Variable lease cost | 180 | 547 | ||||
Total lease expense | $ 24 | $ 16 | $ 58 | $ 1,482 | $ 1,496 | $ 2,025 |
General and Administrative Expense [Member] | ||||||
Operating lease cost | 7 | 22 | 1,301 | |||
Short-term lease cost | 12 | 16 | ||||
Variable lease cost | $ 17 | $ 4 | $ 36 | $ 165 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Leases | |||
Weighted-average remaining lease term | 8 months 12 days | 1 year 4 months 24 days | 5 years 1 month 6 days |
Weighted-average discount rate | 3.79% | 3.79% | 6.50% |
SCHEDULE OF CASH FLOW INFORMATI
SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Leases | ||||
Cash paid for operating lease liabilities | $ 22 | $ 1,363 | $ 547 | $ 1,233 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES (Details) - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Mar. 26, 2021 | Mar. 25, 2021 | Oct. 31, 2020 |
Leases | |||||
2022 (Remaining) | $ 7,000 | ||||
2023 | 13,000 | 29,000 | |||
2023 | 12,000 | ||||
Total minimum lease payments | 20,000 | 41,000 | |||
Less: Imputed interest | 1,000 | (1,000) | |||
Total | $ 19,000 | $ 40,000 | $ 5,628,000 | $ 43,000 | $ 6,017,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 26, 2021 | Mar. 25, 2021 | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | |
Leases | |||||
Lease expiration date | 2025-11 | ||||
Security deposit | $ 182,000 | $ 182,000 | |||
Lease termination | 1,000,000 | ||||
Net payment for termination fee | 818,000 | ||||
Operating lease, right of use asset | 4,512,000 | $ 43,000 | $ 19,000 | 40,000 | $ 4,839,000 |
Operating lease liability | 5,628,000 | 43,000 | $ 19,000 | $ 40,000 | $ 6,017,000 |
Net gain on leases | 116,000 | ||||
Payment of rent | $ 29,000 | $ 29,000 | |||
Lease Term | Mar. 25, 2022 | ||||
Lessee finance lease renewal term date | Mar. 25, 2023 | ||||
Lease expiration date | November 2025 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
Federal | ||||
Federal | 141 | (4,578) | ||
State | ||||
State | 131 | (1,445) | ||
Foreign | 50 | 50 | ||
Foreign | ||||
Change in valuation allowance | (272) | (6,023) | ||
Income tax provision (benefit) | $ 50 | $ 50 | ||
Ayala Pharmaceuticals Inc [Member] | ||||
Federal | ||||
Federal | ||||
State | ||||
State | ||||
Foreign | 776 | 426 | ||
Foreign | ||||
Change in valuation allowance | 29,200 | |||
Current: | ||||
Current, total | 776 | 426 | ||
Deferred: | ||||
Deferred, total | ||||
Income tax expense | $ 776 | $ 426 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
Net operating loss carryovers | $ 32,971 | $ 28,553 | ||
Stock-based compensation | 4,566 | 10,132 | ||
Research and development credits | 11,371 | 10,742 | ||
Capitalized R&D costs | 14,536 | 13,822 | ||
Adoption of ASC 842 – Lease Liability | 11 | 1,691 | ||
Other | 92 | 224 | ||
Total deferred tax assets | 63,547 | 65,164 | ||
Valuation allowance | (62,573) | (62,845) | ||
Deferred tax asset, net of valuation allowance | 974 | 2,319 | ||
Adoption of ASC 842 – ROU Asset | (11) | (1,360) | ||
Patent cost | (943) | (917) | ||
Other deferred tax liabilities | (20) | (42) | ||
Total deferred tax liabilities | (974) | (2,319) | ||
Net deferred tax asset (liability) | ||||
Deferred tax assets: | ||||
Total deferred tax assets | 63,547 | 65,164 | ||
Net deferred tax assets | $ 974 | $ 2,319 | ||
Ayala Pharmaceuticals Inc [Member] | ||||
Other | $ 169 | |||
Total deferred tax assets | 29,196 | 16,425 | ||
Valuation allowance | (29,196) | (16,425) | ||
Deferred tax asset, net of valuation allowance | ||||
Deferred tax assets: | ||||
Federal net operating loss carryforwards | 22,614 | 12,752 | ||
Intangible assets | 3,402 | 651 | ||
Accrued expenses | 3,011 | 3,022 | ||
Total deferred tax assets | 29,196 | 16,425 | ||
Net deferred tax assets |
SCHEDULE OF EXPECTED TAX (EXPEN
SCHEDULE OF EXPECTED TAX (EXPENSE) BENEFIT BASED ON STATUTORY RATE WITH ACTUAL TAX EXPENSE BENEFIT (Details) | 12 Months Ended | |||
Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
U.S. federal tax provision at statutory rate | 21% | 21% | ||
State and local tax, net of federal benefit | (0.73%) | 5.48% | ||
Merger costs | (1.68%) | 0% | ||
Foreign rate differences | (0.02%) | (0.05%) | ||
Research and development credits | 3.09% | 1.73% | ||
Warrant Liability | 1.14% | 0% | ||
Foreign taxes | (0.28%) | (0.19%) | ||
Change in valuation allowance | 1.52% | (22.82%) | ||
Stock option expirations | (24.32%) | (5.33%) | ||
Effective tax rate | (0.28%) | (0.19%) | ||
Ayala Pharmaceuticals Inc [Member] | ||||
U.S. federal tax provision at statutory rate | 21% | 21% | ||
State and local tax, net of federal benefit | 4.01% | 4.64% | ||
Foreign rate differences | (0.09%) | (0.07%) | ||
Change in valuation allowance | (34.39%) | (26.65%) | ||
Effective tax rate | (1.97%) | (1.43%) | ||
Non-deductible stock compensation | (1.43%) | (1.11%) | ||
Section 951A GILTI | 0% | (0.85%) | ||
Effect of other permanent differences | (0.07%) | (0.07%) | ||
Uncertain tax positions | (0.66%) | (0.52%) | ||
Federal Tax Reform Rate Change | 0% | 0% | ||
Tax Credits | 6.01% | |||
Provision to Return | 3.95% | |||
Other adjustments | (0.30%) | 2.20% |
TAX (Details Narrative)
TAX (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 22, 2017 | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Jan. 01, 2018 | Jan. 01, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||||||
Net operating loss carry-forward | $ 314,800,000 | $ 299,200,000 | |||||||
Net operating loss and deferred tax asset does not include nol's | $ 56,000,000 | ||||||||
Operating loss expiration year | 2038 | ||||||||
New jersey state net operating loss carryovers | $ 153,700,000 | 137,600,000 | |||||||
Interest or penalties on unpaid tax | 0 | 0 | |||||||
Valuation allowance | $ (272,000) | $ (6,023,000) | |||||||
Ayala Pharmaceuticals Inc [Member] | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Tax provisions, description | 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”) | ||||||||
Valuation allowance | $ 29,200,000 | ||||||||
Federal income tax | 91,600,000 | ||||||||
State income tax | $ 57,700,000 | ||||||||
Taxable income, percentage | 80% | ||||||||
Research and development credit carryforwards | $ 3,300,000 | ||||||||
Interest and penalties | $ 900,000 | $ 600,000 | |||||||
Income tax rate | 23% | 23% | 23% | ||||||
Interest and penalties | $ 1,300,000 | $ 900,000 | |||||||
Accrued interest | $ 71,000 | $ 46,000 | |||||||
Ayala Pharmaceuticals Inc [Member] | Maximum [Member] | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Income tax rate | 25% | ||||||||
Ayala Pharmaceuticals Inc [Member] | Minimum [Member] | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Income tax rate | 24% | ||||||||
Ayala Pharmaceuticals Inc [Member] | Federal Orphan Drug [Member] | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Research and development credit carryforwards | $ 61,800,000 | ||||||||
GPP Revenue [Member] | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Income Tax Examination, Description | a Taiwan Excise tax of $50,000 levied in connection with the GBP Revenue. |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Common stock warrant liability, warrants exercisable | $ 287 | $ 4,929 | $ 17 | $ 19 | ||
Total | 22,082 | 17,166 | ||||
Total Financial Assets at Fair Value | 17,183 | 17,153 | ||||
Total financial liabilities at fair value | 287 | 4,929 | ||||
Ayala Pharmaceuticals Inc [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total cash equivalents | $ 32,900 | $ 35,900 | ||||
Private Placement [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Common stock warrant liability, warrants exercisable | 4,902 | |||||
Common stock warrant liability, warrants exercisable at $56.00 through 5 years after the date such warrants become exercisable, if ever (Private Placement Warrants) | 285 | 4,902 | ||||
Through September 2024 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Common stock warrant liability, warrants exercisable | 2 | 27 | 17 | |||
Money Market Funds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash equivalents (money market funds) | 17,183 | 17,153 | 17,149 | |||
Money Market Funds [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total cash equivalents | 32,900 | 35,900 | ||||
Fair Value, Inputs, Level 1 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total | 17,153 | 17,149 | ||||
Total Financial Assets at Fair Value | 17,183 | 17,153 | ||||
Total financial liabilities at fair value | ||||||
Fair Value, Inputs, Level 1 [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total cash equivalents | 32,900 | 35,900 | ||||
Fair Value, Inputs, Level 1 [Member] | Private Placement [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Common stock warrant liability, warrants exercisable | ||||||
Common stock warrant liability, warrants exercisable at $56.00 through 5 years after the date such warrants become exercisable, if ever (Private Placement Warrants) | ||||||
Fair Value, Inputs, Level 1 [Member] | Through September 2024 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Common stock warrant liability, warrants exercisable | ||||||
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash equivalents (money market funds) | 17,183 | 17,153 | 17,149 | |||
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total cash equivalents | 32,900 | 35,900 | ||||
Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total | ||||||
Total Financial Assets at Fair Value | ||||||
Total financial liabilities at fair value | ||||||
Fair Value, Inputs, Level 2 [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total cash equivalents | ||||||
Fair Value, Inputs, Level 2 [Member] | Private Placement [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Common stock warrant liability, warrants exercisable | ||||||
Common stock warrant liability, warrants exercisable at $56.00 through 5 years after the date such warrants become exercisable, if ever (Private Placement Warrants) | ||||||
Fair Value, Inputs, Level 2 [Member] | Through September 2024 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Common stock warrant liability, warrants exercisable | ||||||
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash equivalents (money market funds) | ||||||
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total cash equivalents | ||||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total | 4,929 | 17 | ||||
Total Financial Assets at Fair Value | ||||||
Total financial liabilities at fair value | 287 | 4,929 | ||||
Fair Value, Inputs, Level 3 [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total cash equivalents | ||||||
Fair Value, Inputs, Level 3 [Member] | Private Placement [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Common stock warrant liability, warrants exercisable | 4,902 | |||||
Common stock warrant liability, warrants exercisable at $56.00 through 5 years after the date such warrants become exercisable, if ever (Private Placement Warrants) | 285 | 4,902 | ||||
Fair Value, Inputs, Level 3 [Member] | Through September 2024 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Common stock warrant liability, warrants exercisable | 2 | 27 | 17 | |||
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash equivalents (money market funds) | ||||||
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total cash equivalents |
SCHEDULE OF FAIR VALUE, ASSETS
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) (Parenthetical) - $ / shares | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 20 | $ 24 | $ 29.76 |
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants to purchase common stock purchase price (in Dollars per share) | $ 56 | $ 56 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF WARRANT LIABILITIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||||||
Beginning balance | $ 4,929,000 | $ 17,000 | $ 17,000 | $ 19,000 | ||
Warrants issued | 5,882,000 | |||||
Warrant exercises | (2,000) | |||||
Change in fair value | $ 276,000 | $ 846,000 | 4,642,000 | $ 1,814,000 | (970,000) | |
Ending balance | $ 287,000 | $ 287,000 | $ 4,929,000 | $ 17,000 |
EMPLOYEE BENEFIT PLAN (Details
EMPLOYEE BENEFIT PLAN (Details Narrative) $ in Millions | 12 Months Ended |
Oct. 31, 2020 USD ($) | |
401(k) Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 0.1 |
SCHEDULE OF ANTI -DILUTED SECUR
SCHEDULE OF ANTI -DILUTED SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 388,936 | 390,710 | 389,010 | 17,687 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 377,818 | 377,818 | 377,818 | 4,971 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 11,118 | 12,892 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Oct. 18, 2022 USD ($) $ / shares | Jan. 31, 2022 $ / shares shares | Jan. 31, 2022 USD ($) $ / shares | Apr. 30, 2021 USD ($) $ / shares shares | Jan. 31, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Jul. 31, 2022 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares | Oct. 31, 2021 $ / shares | Mar. 31, 2021 $ / shares | Feb. 19, 2021 $ / shares | Nov. 30, 2020 $ / shares | Oct. 31, 2020 $ / shares | May 31, 2020 $ / shares | Jan. 31, 2020 $ / shares | |
Stated value | $ | $ 13,683,000 | $ 8,550,000 | ||||||||||||||
Share purchase price | $ 51.20 | $ 51.20 | ||||||||||||||
Issue discount | 0.05 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Common Stock [Member] | ||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | shares | 230,794 | 383,333 | ||||||||||||||
Stated value | $ | $ 1,000 | |||||||||||||||
Ayala Pharmaceuticals Inc [Member] | ||||||||||||||||
Stated value | $ | $ 52,241,000 | |||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Conversion of Stock, Shares Converted | shares | 0.1874 | |||||||||||||||
Ownership percentage | 62.50% | |||||||||||||||
Termination fee | $ | $ 600,000,000 | |||||||||||||||
Ayala Pharmaceuticals Inc [Member] | Common Stock [Member] | ||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | shares | 3,940,689 | |||||||||||||||
Stated value | $ | $ 39,000 | |||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||
Common stock, exchange ratio | equal to the exchange ratio, 0.1874 shares of Advaxis common stock per Ayala share. | |||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||
Termination fee | $ | $ 600,000 | |||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||
Preferred stock conversion price | $ 20 | |||||||||||||||
Series D Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||
Preferred stock conversion price | $ 20 | $ 20 | ||||||||||||||
Liquidation preference | The Series D preferred stock will also have a liquidation preference over the common stock, and may be redeemed by the investors, in accordance with certain terms, for a redemption price equal to 105% of the stated value, or in certain circumstances, 110% of the stated value | |||||||||||||||
Advaxis Stockholders [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||||||||||||
Ownership percentage | 37.50% | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Share purchase price | $ 28 | $ 100 | ||||||||||||||
Private Placement [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||||||||||||
Common stock, par value | $ 0.01 | |||||||||||||||
Private Placement [Member] | Series D Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||
Gross proceeds from offering | $ | $ 4,750,000 | |||||||||||||||
Private Placement [Member] | Institutional Investors [Member] | Series D Preferred Stock [Member] | ||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | shares | 1,000,000 | |||||||||||||||
Stated value | $ | $ 5,000,000 | |||||||||||||||
Share purchase price | $ 4.75 | |||||||||||||||
Private Placement [Member] | Institutional Investors [Member] | Series D Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | shares | 1,000,000 | |||||||||||||||
Stated value | $ | $ 5,000,000 | |||||||||||||||
Share purchase price | $ 4.75 | $ 4.75 | ||||||||||||||
Issue discount | 0.05 |
SCHEDULE OF PREFERRED STOCK RED
SCHEDULE OF PREFERRED STOCK REDEMPTION LIABILITY (Details) | Apr. 06, 2022 | Jan. 31, 2022 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input percentage | 20 | 20 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input percentage | 9.04 | 10.88 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input percentage | 96 | 105 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input percentage | 1.25 | 1 |
SUMMARY OF STOCKHOLDERS EQUITY
SUMMARY OF STOCKHOLDERS EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Beginning balance, value | $ 35,151 | $ 38,549 | $ 38,888 | $ 47,551 | $ 37,575 | $ 30,180 | $ 38,888 | $ 30,180 | $ 30,180 | $ 39,531 |
Stock-based compensation | 25 | 23 | 26 | 60 | 215 | 236 | ||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | 13,683 | 8,550 | ||||||||
Warrant exercises | 1,185 | 2,586 | 3,771 | 2 | ||||||
Net loss | (6,963) | (2,440) | (365) | (3,334) | (5,107) | (3,977) | (9,768) | (12,418) | (17,862) | (26,469) |
Stock option exercises | ||||||||||
Stock option exercises, shares | 4 | |||||||||
Issuance of shares to employees under ESPP Plan | ||||||||||
Ending balance, value | 28,195 | 35,151 | 38,549 | 44,277 | 47,551 | 37,575 | 28,195 | 44,277 | $ 38,888 | 30,180 |
Accretion of discount and redemption feature of convertible preferred stock | (1,025) | |||||||||
Convertible preferred stock redemption | 44 | |||||||||
Fractional shares cashed out | (18) | 18 | ||||||||
Preferred Stock [Member] | ||||||||||
Beginning balance, value | ||||||||||
Balance, shares | ||||||||||
Stock-based compensation | ||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | ||||||||||
Warrant exercises | ||||||||||
Warrant exercises, shares | ||||||||||
Net loss | ||||||||||
Stock option exercises | ||||||||||
Stock option exercises, shares | ||||||||||
Issuance of shares to employees under ESPP Plan | ||||||||||
Ending balance, value | ||||||||||
Balance, shares | ||||||||||
Accretion of discount and redemption feature of convertible preferred stock | ||||||||||
Convertible preferred stock redemption | ||||||||||
Fractional shares cashed out | ||||||||||
Common Stock [Member] | ||||||||||
Beginning balance, value | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 1 | $ 2 | $ 1 | $ 1 | $ 1 |
Balance, shares | 1,820,452 | 1,820,452 | 1,820,452 | 1,820,452 | 1,451,605 | 975,897 | 1,820,452 | 975,897 | 975,897 | 627,497 |
Stock-based compensation | ||||||||||
Stock-based compensation, shares | 69 | |||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | $ 1 | |||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | 230,794 | 383,333 | ||||||||
Warrant exercises | ||||||||||
Warrant exercises, shares | 137,968 | 92,375 | 230,343 | 423 | ||||||
Net loss | ||||||||||
Stock option exercises | ||||||||||
Stock option exercises, shares | 4 | 4 | ||||||||
Issuance of shares to employees under ESPP Plan | ||||||||||
Issuance of shares to employees under ESPP Plan, shares | 12 | |||||||||
Ending balance, value | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 1 |
Balance, shares | 1,815,951 | 1,820,452 | 1,820,452 | 1,820,452 | 1,820,452 | 1,451,605 | 1,815,951 | 1,820,452 | 1,820,452 | 975,897 |
Accretion of discount and redemption feature of convertible preferred stock | ||||||||||
Convertible preferred stock redemption | ||||||||||
Fractional shares cashed out | ||||||||||
Fractional shares cashed out, shares | (4,501) | |||||||||
Additional Paid-in Capital [Member] | ||||||||||
Beginning balance, value | $ 466,554 | 467,512 | $ 467,486 | $ 467,371 | $ 452,288 | $ 440,917 | $ 467,486 | $ 440,917 | $ 440,917 | $ 423,799 |
Stock-based compensation | 25 | 23 | 26 | 60 | 215 | 236 | ||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | 13,683 | 8,549 | ||||||||
Warrant exercises | 1,185 | 2,586 | 3,771 | 2 | ||||||
Net loss | ||||||||||
Stock option exercises | ||||||||||
Issuance of shares to employees under ESPP Plan | ||||||||||
Ending balance, value | 466,561 | 466,554 | 467,512 | 467,431 | 467,371 | 452,288 | 466,561 | 467,431 | 467,486 | 440,917 |
Accretion of discount and redemption feature of convertible preferred stock | (1,025) | |||||||||
Convertible preferred stock redemption | 44 | |||||||||
Fractional shares cashed out | (18) | |||||||||
Retained Earnings [Member] | ||||||||||
Beginning balance, value | (431,405) | (428,965) | (428,600) | (419,822) | (414,715) | (410,738) | (428,600) | (410,738) | (410,738) | (384,269) |
Stock-based compensation | ||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | ||||||||||
Warrant exercises | ||||||||||
Net loss | (6,963) | (2,440) | (365) | (3,334) | (5,107) | (3,977) | (17,862) | (26,469) | ||
Stock option exercises | ||||||||||
Issuance of shares to employees under ESPP Plan | ||||||||||
Ending balance, value | (438,368) | (431,405) | $ (428,965) | $ (423,156) | $ (419,822) | $ (414,715) | $ (438,368) | $ (423,156) | $ (428,600) | $ (410,738) |
Accretion of discount and redemption feature of convertible preferred stock | ||||||||||
Convertible preferred stock redemption | ||||||||||
Fractional shares cashed out |
SCHEDULE OF FAIR VALUE MEASURIN
SCHEDULE OF FAIR VALUE MEASURING UNOBSERVABLE INPUTS (Details) $ in Thousands | 9 Months Ended |
Jul. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at October 31, 2021 | $ 4,929 |
Additions | 87 |
Change in fair value | (4,685) |
Redemption | (44) |
Fair value at July 31, 2022 | 287 |
Preferred Stock Redemption Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at October 31, 2021 | |
Additions | 87 |
Change in fair value | (43) |
Redemption | (44) |
Fair value at July 31, 2022 | |
Warrant Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at October 31, 2021 | 4,929 |
Additions | |
Change in fair value | (4,642) |
Redemption | |
Fair value at July 31, 2022 | $ 287 |
SCHEDULE OF MINIMUM RENTAL PAYM
SCHEDULE OF MINIMUM RENTAL PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 |
2022 | $ 13 | $ 29 | ||
2023 | 12 | |||
Total | 20 | 41 | ||
Total minimum lease payments | $ 20 | $ 41 | ||
Ayala Pharmaceuticals Inc [Member] | ||||
2022 | $ 103 | $ 360 | ||
2023 | 409 | 360 | ||
2024 | 145 | 120 | ||
Total | 657 | 840 | ||
Total minimum lease payments | $ 657 | $ 840 |
TEMPORARY EQUITY (Details Narra
TEMPORARY EQUITY (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Apr. 06, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) shares | Jul. 31, 2022 USD ($) $ / shares | Apr. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) | Jul. 31, 2022 USD ($) $ / shares | Oct. 31, 2021 USD ($) | Mar. 31, 2021 $ / shares | Nov. 30, 2020 $ / shares | Oct. 31, 2020 USD ($) | May 31, 2020 $ / shares | Jan. 31, 2020 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | $ 13,683,000 | $ 8,550,000 | ||||||||||
Share purchase price | $ / shares | $ 51.20 | $ 51.20 | ||||||||||
Issue discount | 0.05 | |||||||||||
Temporary equity stock stated value accumulated dividends | 105% | |||||||||||
Temporary equity stock stated value accumulated dividends on extension | 110% | |||||||||||
Proceeds from issuance or estimated offering | $ 4,312,000 | $ 4,300,000 | ||||||||||
Temporary equity, carrying amount, attributable to parent | 4,225,000 | |||||||||||
Preferred stock, redemption amount | $ 44,000 | $ 87,000 | ||||||||||
Change in preferred stock, redemption liability amount | $ 0 | $ 44,000 | ||||||||||
Series D Preferred Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Preferred stock conversion price | $ / shares | $ 20 | $ 20 | ||||||||||
Temporary equity stock stated value accumulated dividends | 105% | |||||||||||
Temporary equity shares outstanding | shares | 1,000,000 | |||||||||||
Temporary equity par value | $ / shares | $ 5 | |||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | $ 1,025,000 | |||||||||||
Preferred stock, redemption amount | $ 44,000 | |||||||||||
Private Placement [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Share purchase price | $ / shares | $ 28 | $ 100 | ||||||||||
Private Placement [Member] | Institutional Investors [Member] | Series D Preferred Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost, shares | shares | 1,000,000 | |||||||||||
Issuance of Common Stock, Initial Public Offering, net of Issuance Cost of $2,730 | $ 5,000,000 | |||||||||||
Share purchase price | $ / shares | $ 4.75 | $ 4.75 |
SCHEDULE OF TOTAL SHARES OF COM
SCHEDULE OF TOTAL SHARES OF COMMON STOCK RESERVED FOR ISSUANCE (Details) - shares | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 |
Options Outstanding | 11,118 | 11,192 | 12,669 | 7,022 | ||
Ayala Pharmaceuticals Inc [Member] | ||||||
Options Outstanding | 900,789 | 695,674 | ||||
Warrants for common shares of the company. | 1,799,999,000 | |||||
Shares available for future option grants | 593,040,000 | 387,736,000 | ||||
Total shares of Common Stock reserved for Issuance | 3,293,828 | 1,083,410 |
SCHEDULE OF COMPOSITION OF CAPI
SCHEDULE OF COMPOSITION OF CAPITAL STOCK (Details) - shares | 1 Months Ended | 12 Months Ended | ||||||||||
May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Jul. 31, 2022 | Oct. 31, 2021 | Jun. 03, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | ||
Common stock, shares authorized | 170,000,000 | 170,000,000 | 300,000,000 | 170,000,000 | 300,000,000 | 170,000,000 | 170,000,000 | |||||
Issued and outstanding | 1,815,951 | 1,820,452 | 975,897 | |||||||||
Ayala Pharmaceuticals Inc [Member] | ||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||
Issued and outstanding | 13,956,035 | 12,728,446 | 14,301,984 | |||||||||
Restricted Common Stock | 58,651 | 124,348 | 96,017 | |||||||||
Common Stock [Member] | Ayala Pharmaceuticals Inc [Member] | ||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||||||
Issued and outstanding | [1] | 13,956,035 | 12,728,446 | |||||||||
[1]Does not include 124,348 96,017 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION (Details) - Ayala Pharmaceuticals Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development | $ 1,097 | $ 509 |
General and Administrative | 1,587 | 1,060 |
Total Stock-Based Compensation | $ 2,684 | $ 1,569 |
SCHEDULE OF SUMMARIZES INFORMAT
SCHEDULE OF SUMMARIZES INFORMATION RELATING TO RESTRICTED SHARES (Details) - Ayala Pharmaceuticals Inc [Member] - shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Outstanding at beginning of Year | 101,929 | 65,847 |
Granted | 71,253 | 58,651 |
Forfeited | (3,907) | |
Vested | (48,834) | (18,662) |
Outstanding at end of Year | 124,348 | 101,929 |
SCHEDULE OF LOSS FROM CONTINUIN
SCHEDULE OF LOSS FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME (Details) - Ayala Pharmaceuticals Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net loss before tax | $ (39,478) | $ (29,721) |
UNITED STATES | ||
Net loss before tax | (39,018) | (29,698) |
ISRAEL | ||
Net loss before tax | $ (460) | $ (23) |
SCHEDULE OF UNRECOGNIZED TAX BE
SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details) - Ayala Pharmaceuticals Inc [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Uncertain tax position at the beginning of the period | $ 858 | $ 581 | $ 424 |
Additions for uncertain tax position of prior years (foreign exchange and interest) | 19 | 17 | 3 |
Additions for tax positions of current period | 470 | 260 | 153 |
Uncertain tax position at the end of the period | $ 1,347 | $ 858 | $ 581 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | ||||||||||||
Jun. 04, 2020 | May 12, 2020 | Feb. 19, 2021 | Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Jan. 31, 2020 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
IPO [Member] | |||||||||||||
Price, per share (in Dollars per share) | $ 24 | $ 84 | |||||||||||
Ayala Pharmaceuticals Inc [Member] | |||||||||||||
Shares issued | 3,940,689 | ||||||||||||
Partial exercise shares | 274,022 | ||||||||||||
Net proceeds (in Dollars) | $ 52,200,000 | ||||||||||||
Conversion of aggregate common stock shares | 3,715,222 | ||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Issuance costs (in Dollars) | $ 1,715,000 | ||||||||||||
Outstanding shares | 1,799,999 | ||||||||||||
Aggregate of common stock value (in Dollars) | $ 200,000,000 | ||||||||||||
Total common stock shares | 827,094 | ||||||||||||
Gross proceeds of common stock (in Dollars) | $ 10,400,000 | ||||||||||||
Ayala Pharmaceuticals Inc [Member] | Common Stock [Member] | |||||||||||||
Shares issued | 200,000,000 | ||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||
Ayala Pharmaceuticals Inc [Member] | Preferred Stock [Member] | |||||||||||||
Shares issued | 10,000,000 | ||||||||||||
Ayala Pharmaceuticals Inc [Member] | IPO [Member] | |||||||||||||
Shares issued | 274,022 | ||||||||||||
Price, per share (in Dollars per share) | $ 15 | ||||||||||||
Net proceeds (in Dollars) | $ 52,800,000 | ||||||||||||
Ayala Pharmaceuticals Inc [Member] | Private Placement [Member] | |||||||||||||
Aggregate of common stock shares | 333,333 | ||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||
Aggregate purchase price (in Dollars) | $ 19,986,661.67 | ||||||||||||
Aggregate of common warrants shares | 466,666 | ||||||||||||
Ayala Pharmaceuticals Inc [Member] | Common Warrants [Member] | |||||||||||||
Aggregate of common stock shares | 116,666 | ||||||||||||
Common stock exercise price (in Dollars per share) | $ 18.10 | ||||||||||||
Aggregate purchase price (in Dollars) | $ 4,999,995 | ||||||||||||
Ayala Pharmaceuticals Inc [Member] | Prefunded Warrants [Member] | |||||||||||||
Aggregate of common stock shares | 1,333,333 | ||||||||||||
Common stock exercise price (in Dollars per share) | $ 0.01 |
SCHEDULE OF THE LOSS PER SHARE
SCHEDULE OF THE LOSS PER SHARE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
Denominator: | ||||||||||||
Weighted-average number of shares used to compute net loss per share, basic and diluted | 1,817,761 | 1,820,452 | 1,819,545 | 1,543,927 | 1,613,634 | 762,548 | ||||||
Ayala Pharmaceuticals Inc [Member] | ||||||||||||
Numerator: | ||||||||||||
Net loss | $ 40,254 | $ 30,146 | ||||||||||
Denominator: | ||||||||||||
Weighted-average number of shares used to compute net loss per share, basic and diluted | 15,482,809 | 14,483,629 | 15,365,342 | 14,130,993 | 14,398,905 | 9,860,610 |
NET LOSS PER SHARE ATTRIBUTAB_3
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive excluded shares | 388,936 | 390,710 | 389,010 | 17,687 | |
Ayala Pharmaceuticals Inc [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted average shares basic | 1,333,333 | ||||
Weighted average shares diluted | 1,155,555 | ||||
Weighted average warrants price per share (in Dollars per share) | $ 0.01 | ||||
Antidilutive excluded shares | 466,666 | ||||
Stock options outstanding | 900,789 | ||||
Ayala Pharmaceuticals Inc [Member] | IPO [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive excluded shares | 695,674 | ||||
Ayala Pharmaceuticals Inc [Member] | Series A Preferred Stock [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive excluded shares | 3,679,778 | ||||
Ayala Pharmaceuticals Inc [Member] | Series B Preferred Stock [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive excluded shares | 3,750,674 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Novartis International Pharmaceutical Agreement [Member] | Novartis Agreement [Member] | Ayala Pharmaceuticals Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Research and development services | $ 91 | $ 600 | $ 600 | $ 2,400 |