0001493152-22-033950 | S-4 | XBRL Viewer

Print Document View Excel Document

Cover	9 Months Ended
Cover	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 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 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 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 Statements of Changes in Stockholder's Equity - USD ($) $ in Thousands	Series A Preferred Stock [Member] Preferred Stock [Member] Ayala Pharmaceuticals Inc [Member]	Series B Preferred Stock [Member] Preferred Stock [Member] Ayala Pharmaceuticals Inc [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 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 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

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”)-based antigen delivery products. The Company is using its Lm platform directed against tumor-specific targets in order to engage the patient’s immune system to destroy tumor cells. Through a license from the University of Pennsylvania, Advaxis has exclusive access to this proprietary formulation of attenuated Lm called Lm Technology^TM. Advaxis’ proprietary approach is designed to deploy a unique mechanism of action that redirects the immune system to attack cancer in three distinct ways:

	●	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 platform technology has demonstrated clinical activity in several of its programs and has been dosed in over 470 patients across multiple clinical trials and in various tumor types. The Company believes that Lm Technology immunotherapies can complement and address significant unmet needs in the current oncology treatment landscape. Specifically, its product candidates have the potential to work synergistically with other immunotherapies, including checkpoint inhibitors, while having a generally well-tolerated safety profile.

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 million in cash and cash equivalents. Although the Company expects to have sufficient capital to fund its obligations, as they become due, in the ordinary course of business until at least one year from the issuance of these consolidated financial statements, the actual amount of cash that it will need to operate is subject to many factors.

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

	●	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.

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% of the outstanding shares of the combined company and former Biosight shareholders were expected to own approximately 75% of the outstanding shares of the combined company.

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

As of October 31, 2021, the Company had approximately $41.6 million in cash and cash equivalents. Although the Company expects to have sufficient capital to fund its obligations, as they become due, in the ordinary course of business until at least one year from the issuance of these consolidated financial statements, the actual amount of cash that it will need to operate is subject to many factors. Over the past year, the Company has taken steps to obtain additional financing, including conducting sales of its common stock through its at-the-market (“ATM”) program through A.G.P./Alliance Global Partners, the completion of a public offering in November 2020 and the completion of a registered direct offering and concurrent private placement with two healthcare-focused, institutional investors in April 2021, as further described below. The Company also received aggregate proceeds of approximately $3.8 million during the year ended October 31, 2021 upon the exercise of outstanding warrants, which were payable upon exercise.

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.

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 shares of its common stock, par value $0.01 per share (“Common Stock”) including 274,022 shares associated with the partial exercise on June 4, 2020 of the underwriters’ option to purchase additional shares, at a price to the public of $15.00 per share, resulting in net proceeds to the Company of approximately $52.2 million after deducting underwriting discounts and commissions and offering expenses payable by the Company. All shares issued and sold were registered pursuant to a registration statement on Form S-1 (File No. 333-236942), as amended, declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on May 7, 2020.

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 shares of Common Stock. Subsequent to the closing of the IPO, there were no preferred shares outstanding.

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 million in “at-the-market” offerings, under its Registration Statement on Form S-3 (File No. 333-256792) filed with the SEC on June 4, 2021 (the “ATM”). Sales of Common Stock, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a) of the Securities Act, including sales made directly through The Nasdaq Global Market or on any other existing trading market for its Common Stock. Pursuant to the Sales Agreement, during the year ended December 31, 2021, the Company sold a total of 827,094 shares of Common Stock for total gross proceeds of approximately $10.4 million.

Going Concern

The Company has incurred recurring losses since inception as a research and development organization and has an accumulated deficit of $111.1 million as of December 31, 2021. For the year ended December 31, 2021, the Company used $38.4 million of cash in operations. The Company has relied on its ability to fund its operations through public and private equity financings. The Company expects operating losses and negative cash flows to continue at significant levels in the future as it continues its clinical trials. As of December 31, 2021, the Company had approximately $37.3 million in cash and cash equivalents and restricted cash, which, without additional funding, the Company believes will not be sufficient to meet its obligations within the next twelve months from the date of issuance of these consolidated financial statements. The Company plans to continue to fund its operations through public or private debt and equity financings, but there can be no assurances that such financing will continue to be available to the Company on satisfactory terms, or at all. If the Company is unable to obtain funding, the Company would be forced to delay, reduce or eliminate its research and development programs, which could adversely affect its business prospects, or the Company may be unable to continue operations. As such, those factors raise substantial doubt about the Company’s ability to continue as a going concern.

The 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

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 into an escrow fund to fund a potential Series D preferred stock redemption. On April 6, 2022, the Series D convertible preferred stock was redeemed utilizing the entire amount held in the escrow fund.

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:

	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. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. In assessing whether a performance obligation is distinct from the other performance obligations, the Company considers factors such as the research, development, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the collaboration partner can benefit from a performance obligation for its intended purpose without the receipt of the remaining performance obligation, whether the value of the performance obligation is dependent on the unsatisfied performance obligation, whether there are other vendors that could provide the remaining performance obligation, and whether it is separately identifiable from the remaining performance obligation. For licenses that are combined with other performance obligation, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The measure of progress, and thereby periods over which revenue should be recognized, are subject to estimates by management and may change over the course of the research and development and licensing agreement. Such a change could have a material impact on the amount of revenue the Company records in future periods.

Milestone Payments. At the inception of each arrangement that includes research or development milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. An output method is generally used to measure progress toward complete satisfaction of a milestone. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment.

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 (ASC 808). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and which elements of the collaboration are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. Amounts that are owed to collaboration partners are recognized as an offset to collaboration revenue as such amounts are incurred by the collaboration partner. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above under ASC 606.

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 million and $17.1 million, respectively.

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 to 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 to 20 years. Patent application costs are written-off if the application is rejected, withdrawn or abandoned.

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 warrants are included in the basic earnings per share computation because the exercise price is $0):

	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.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

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 shares of the Company’s common stock (the “Common Stock”), par value $0.01 per share (the “Private Placement Shares”), 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 million in “at-the-market” offerings (the “ATM”), under its registration statement on Form S-3 (File No. 333-256792) filed with the SEC on June 4, 2021 (the “ATM Registration Statement”). Sales of Common Stock, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a) of the Securities Act, including sales made directly through The Nasdaq Global Market or on any other existing trading market for its Common Stock. Pursuant to the Sales Agreement, during the year ended December 31, 2021, the Company sold a total of 827,094 shares of Common Stock for total net proceeds of approximately $10.0 million. During the three and nine months ended September 30, 2022, the Company sold a total of 305,517 and 310,417 shares of Common Stock for total net proceeds of approximately $468 thousand and $512 thousand, respectively.

AYALA PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 million as of September 30, 2022. For the nine months ended September 30, 2022, the Company used approximately $26.3 million of cash in operations. The Company has relied on its ability to fund its operations through public and private equity financings. The Company expects operating losses and negative cash flows to continue at significant levels in the future as it continues its clinical trials. As of September 30, 2022, the Company had approximately $11.5 million in cash and cash equivalents and restricted bank deposits, which, without additional funding, the Company believes will not be sufficient to meet its obligations within the next twelve months from the date of issuance of these condensed consolidated financial statements. The Company plans to continue to fund its operations through public or private debt and equity financings, but there can be no assurances that such financing will continue to be available to the Company on satisfactory terms, or at all. If the Company is unable to obtain funding, the Company would be forced to delay, reduce, or eliminate its research and development programs, which could adversely affect its business prospects, or the Company may be unable to continue operations. As such, those factors raise substantial doubt about the Company’s ability to continue as a going concern.

The 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 warrants with an exercise price of $0.01 for the three and nine months ended September 30, 2022.

The calculation of basic and diluted loss per share includes 1,333,333 and 1,091,158 weighted average warrants with an exercise price of $0.01 for the three and nine month ended September 30, 2021, respectively.

AYALA PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1—SIGNIFICANT ACCOUNTING POLICIES (continued):

The calculation of diluted loss per share does not include 583,332 Warrants and 1,141,927 options outstanding to purchase common stock with anti-dilutive effect for the three and nine months ended September 30, 2022.

The calculation of diluted loss per share does not include 583,332 Warrants and 913,194 options outstanding to purchase common stock with anti-dilutive effect for the three and nine month ended September 30, 2021.

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 million and change in assets of $4.2 million.

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 (Unaudited)

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:

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 million and $0.2 million for the year ended December 31, 2021 and 2020, respectively.

The Company maintains a 401(k) retirement savings plan for its U.S. employees. Each eligible employee may elect to contribute a portion of the employee’s compensation to the plan. As of December 31, 2021, and 2020, the Company has matched 100% of all employee contributions, up to 6% of the employee’s base salary.

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 percent likelihood of being realized upon ultimate settlement.

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

Restricted shares are value as fair value of shares on date of grant.

Basic and Diluted Net Loss per Share

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 million and $3.7 million was recognized in 2021 and 2020 respectively.

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

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

12 Months Ended

Oct. 31, 2021

Reverse Stock Split

REVERSE STOCK SPLIT

3. REVERSE STOCK SPLIT

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 and $50,000, respectively. Depreciation expense for the nine months ended July 31, 2022 and 2021 was approximately $45,000 and $366,000, respectively. During the nine months ended July 31, 2021, the Company incurred a loss on disposal of equipment of approximately $1,530,000, $968,000 of which is reflected in the research and development expenses and $562,000 of which is reflected in the general and administrative expenses in the condensed consolidated statement of operations.

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 million and $0.9 million, respectively. During the year ended October 31, 2021, the Company incurred a loss on disposal of equipment of approximately $1.4 million, $0.9 million of which is reflected in the research and development expenses and $0.5 million of which is reflected in the general and administrative expenses in the consolidated statement of operations.

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 and $1.1 million, respectively, that was charged to research and development expenses in the consolidated statement of operations. Fair value for the idle assets was determined by a quoted purchase price for the assets.

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 and $182, respectively.

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 and $21,000 were abandoned and were charged to general and administrative expenses in the condensed consolidated statement of operations for the three months ended July 31, 2022 and 2021, respectively. Patent applications having a net book value of approximately $159,000 and $90,000 were abandoned and were charged to general and administrative expenses in the condensed consolidated statement of operations for the nine months ended July 31, 2022 and 2021, respectively. Amortization expense for intangible assets that was charged to general and administrative expense in the condensed consolidated statement of operations aggregated approximately $70,000 and $68,000 for the three months ended July 31, 2022 and 2021, respectively. Amortization expense for intangible assets that was charged to general and administrative expense in the condensed consolidated statement of operations aggregated approximately $210,000 and $203,000 for the nine months ended July 31, 2022 and 2021, respectively.

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 technology licensed from the University of Pennsylvania. There are various scenarios under which an impairment charge may be recorded, which include if a competitor were to gain FDA approval for a similar treatment before the Company, if future clinical trials fail to meet the targeted endpoints, or if a drug application is rejected or fails to be issued. Lastly, if the Company is unable to raise enough capital to continue funding its studies and developing its intellectual property, the Company would likely record an impairment to these assets.

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 in its condensed consolidated statement of operations.

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):

	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 but the expirations 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 pursue the application. Patent applications having a net book value of approximately $0.1 million and $1.7 million were abandoned and were charged to general and administrative expenses in the consolidated statement of operations for the years ended October 31, 2021 and 2020, respectively. Intangible asset amortization expense that was charged to general and administrative expense in the consolidated statement of operations was approximately $0.3 million for each of the years ended October 31, 2021 and 2020, respectively.

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):

		1

2022 (Remaining)		-
2022	$	277
2023		277
2024		277
2025		277
2026		277
Thereafter		1,969
Total	$	3,354

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

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.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

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 shares of our common stock with exercise prices ranging from $20.00 to $224.00 per share. Information on the outstanding warrants is as follows:

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 of its total 377,818 outstanding warrants classified as equity (equity warrants).

Warrant Liability

As of July 31, 2022 and October 31, 2021, the Company had 175,944 of its total 377,818 outstanding warrants from an April 2021 private offering of common stock and warrants (the “April 2021 Private Placement”) and a September 2018 public offering of common stock and warrants (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 July 31, 2022, the Company did 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 to 300,000,000 shares at the stockholder’s meeting commenced on June 3, 2021. The Company was subsequently required to file a proxy to seek an increase in the number of authorized shares and did not file such a proxy but rather elected to seek a reverse stock split to, among other things, increase the shares available. Accordingly, based on certain indemnification provisions of the securities purchase agreement, the Company concluded that liability classification is warranted. The Company utilized the Black Scholes model to calculate the fair value of these warrants at issuance and at each subsequent reporting date.

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:

	July 31, 2022			October 31, 2021
Exercise Price	$	56.00		$	56.00
Stock Price	$	3.73		$	38.80
Expected Term		5.00 years			5.00 years
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 to $20.00. The warrants require liability classification as the warrant agreement requires the Company to maintain an effective registration statement and does not specify any circumstances under which settlement in other than cash would be permitted or required. As a result, net cash settlement is assumed and liability classification is warranted. For these liability warrants, the Company utilized the Monte Carlo simulation model to calculate the fair value of these warrants at issuance and at each subsequent reporting date.

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:

	July 31, 2022			October 31, 2021
Exercise Price	$	20.00		$	24.00
Stock Price	$	3.73		$	38.80
Expected Term		2.12 years			2.87 years
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 and $4,929,000, respectively. For the three months ended July 31, 2022 and 2021, the Company reported income of approximately $276,000 and $846,000, respectively, due to changes in the fair value of the warrant liability. For the nine months ended July 31, 2022 and 2021, the Company reported income of approximately $4,642,000 and $1,814,000, respectively, due to changes in the fair value of the warrant liability.

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:

Exercise Price			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 Price		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):

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life In Years		Aggregate Intrinsic Value
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 warrants that resulted in the issuance of 406 shares of common stock.

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, 2021, warrant holders from the Company’s November 2020 offering exercised 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 to 300,000,000 shares at the stockholder’s meeting held on June 3, 2021. The Company was subsequently required to file a proxy to seek an increase in the number of authorized shares and did not file such a proxy but rather elected to seek a reverse stock split to, among other things, increase the shares available. Accordingly, based on certain indemnification provisions of the securities purchase agreement, the Company concluded that liability classification is warranted. The Company utilized the Black Scholes model to calculate the fair value of these warrants at issuance and at each subsequent reporting date.

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:

	October 31, 2021			April 14, 2021
Exercise Price	$	56.00		$	56.00
Stock Price	$	38.80		$	45.60
Expected Term		5.00 years			5.00 years
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. The warrants require liability classification as the warrant agreement requires the Company to maintain an effective registration statement and does not specify any circumstances under which settlement in other than cash would be permitted or required. As a result, net cash settlement is assumed and liability classification is warranted. For these liability warrants, the Company utilized the Monte Carlo simulation model to calculate the fair value of these warrants at issuance and at each subsequent reporting date.

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:

	October 31, 2021			October 31, 2020
Exercise Price	$	24.00		$	29.60
Stock Price	$	38.80		$	27.20
Expected Term		2.87 years			3.87 years
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 million and $17,000, respectively. For the years ended October 31, 2021 and 2020, the Company reported income of approximately $1.0 million and $0, respectively, due to changes in the fair value of the warrant liability.

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):

	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:

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 of unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a remaining weighted average vesting period of 0.94 years.

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 unvested stock options as of July 31, 2022, pursuant to his employment agreement, would accelerate.

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):

	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:

	Number of RSU’s			Weighted-Average Grant Date Fair Value
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 and $5,000 for the years ended October 31, 2021 and 2020, respectively.

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):

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life In Years		Aggregate Intrinsic Value
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 and $48.69, respectively.

The total intrinsic value of options exercised during the fiscal years ended October 31, 2021 and 2020 was $162 and $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 million of unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a remaining weighted average vesting period of approximately 1.61 years.

The following table summarizes information about the outstanding and exercisable stock options at October 31, 2021:

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:

	Year Ended
	October 31, 2021			October 31, 2020
Expected term		6 years			5.50-6.50 years
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 shares of Common Stock were authorized for issuance in accordance with the provisions of the 2017 Plan, of which 593,040 shares were then available for future awards (whether as share awards or as options to purchase shares of common stock of the Company). Each option granted under the Plan expires no later than 10 years from the date of grant. The options vest primarily over four to five years of employment.

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

	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 and $6.07, respectively. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2021 and 2020 was $55 and $280, respectively. As of December 31, 2021, there was approximately $1.1 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 0.93 years.

Company’s restricted shares:

In February 2018, the Company granted 83,165 restricted shares to an employee and an officer of the Company. In the case of the officer, the restricted shares vest over two years starting November 15, 2017, and in the case of the other employee, the restricted shares vest over four years starting November 15, 2017.

In December 2019, the Company granted 59,597 restricted shares to two officers of the Company. The restricted shares vest over four years starting December 24,

2019.

In May 2020, the Company granted 58,651 restricted shares to two officers of the Company. The restricted shares vest over four years starting May 7, 2020.

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:

	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 and $15.00, per share respectively.

The total fair value of shares vested during each of 2021 and 2020 was approximately $0.2 million. As of December 31, 2021, the Company had approximately $1.8 million of unrecognized compensation expense related to non-vested restricted shares, expected to be recognized over a weighted average period of 1.73 years.

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

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 per month (“Monthly Payment”) starting on April 30, 2020 until it achieved its funding milestone of $2,337,500. Upon receipt of the first Monthly Payment, Advaxis initiated the transfer of the intellectual property and licensing rights of ADXS31-164, which were licensed pursuant to the Penn Agreement, back to the University of Pennsylvania. Contemporaneously, OST will enter negotiations with the University of Pennsylvania to establish a licensing agreement for ADXS31-164 to OST for clinical and commercial development of the ADXS31-164 technology.

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. The Company therefore transferred, and OST took full ownership of, the IND application for ADXS31-164 in its entirety along with agreements and promises contained therein, as well as all obligations associated with this IND or any HER2 product/program development.

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 in revenue. The Company received the amount due from OS Therapies of $1,375,000 in May 2021.

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 in revenue for the annual license fee renewal. Since Advaxis has no significant obligation to perform after the license transfer and has provided GBP with the right to use its intellectual property, performance is satisfied when the license renews.

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 per month (“Monthly Payment”) starting on April 30, 2020 until OST achieves its funding milestone of $2,337,500. Upon receipt of the first Monthly Payment, Advaxis will initiate the transfer of the intellectual property and licensing rights of ADXS31-164, which were licensed pursuant to the Penn Agreement, back to the University of Pennsylvania. Contemporaneously, OST will enter negotiations with the University of Pennsylvania to establish a licensing agreement for ADXS31-164 to OST for clinical and commercial development of the ADXS31-164 technology.

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 for the performance of the Children’s Oncology Group study (knowns as the “License Commencement Date”), OST will make a non-refundable and non-creditable payment to Advaxis of $1,550,000 less the cumulative Monthly Payments previously made (the “License Commencement Payment”). Within five days following the License Commencement Date, Advaxis will provide existing drug supply “as is” to OST, and until the drug supply is supplied to OST, Advaxis will bear the storage costs for the drug product. Pursuant to the agreement, the Company is also to receive sales-based milestone payments and royalties on future product sales. In addition, the Company and OST will establish a Joint Steering Committee to oversee the R&D activities.

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 from the license at a point in time. The revenue from the transfer of the license cannot be recognized until the transfer of the corresponding IP to OST has occurred and OST has the ability to benefit from the right to use the license. As the right to use the license begins when OST makes the upfront payment within five days of the License Commencement Date and the IP transfers to OST at that time, the upfront fees from the license will be recognized upon the transfer of the intellectual property to OST.

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 from OS Therapies upon achievement of the funding milestone set forth in the license agreement, and recorded $1,615,000 in revenue. The Company therefore transferred and OST took full ownership of the IND application for ADXS31-164 in its entirety along with agreements and promises contained therein, as well as all obligations associated with this IND or any HER2 product/program development.

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 in May 2021.

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 million in revenue for the annual license fee renewal. Since Advaxis has no significant obligation to perform after the license transfer and has provided GBP with the right to use its intellectual property, performance is satisfied when the license renews.

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 million paid to the Company in 2017 as support payments for the AIM2CERV clinical trial along with approximately $0.3 million in expenses incurred. Stendhal is also seeking fees associated with the arbitration and interest. The Company has answered Stendhal’s Demand for Arbitration and denied that it breached the Stendhal Agreement. The Company also alleges that Stendhal breached its obligations to the Company by, among other things, failing to make support payments that became due in 2018 and that Stendhal therefore owes the Company $3 million. Advaxis is also seeking fees associated with the arbitration and interest.

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 months and includes an option to extend the lease for an additional 60 months. As part of the agreement, the lessor also provided the Company with finance in in the amount of approximately $0.5 million paid in arrears for of leasehold improvements. The financing was recorded as a Long-Term Rent Liability. In September 2020, the Company signed a new lease agreement. The term of the lease is for 30 months. The minimum rental payments under operating leases as of September 30, 2022, are as follows (in thousands):

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 million for its new office lease agreement.

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 (Unaudited)

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

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

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

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 (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 (Unaudited)

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 million in the aggregate and tiered royalties on net sales of Novartis Licensed Products by Novartis or its affiliates or sublicensees at rates ranging from a mid-single-digit to low double-digit percentage, depending on the total annual worldwide net sales of Novartis Licensed Products. Royalties were paid on a country-by-country and Novartis Licensed Product-by-Novartis Licensed Product basis from the first commercial sale of a particular Novartis Licensed Product in a country until the latest of (a) 10 years after the first commercial sale of such Novartis Licensed Product in such country, (b) when such Novartis 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 Novartis Licensed Product in such country. Contemporaneously with the Novartis Option Agreement, the Company entered into a stock purchase agreement and associated investment agreements, or the SPA, with Novartis’ affiliate, Novartis Institutes for BioMedical Research, Inc., or NIBRI, pursuant to which NIBRI acquired a $10 million equity stake in the Company.

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 (Unaudited)

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. As part of the agreement, the lessor also provided the Company with finance in in the amount of approximately $0.5 million paid in arrears for of leasehold improvements. The financing was recorded as a Long-Term Rent Liability. The minimum rental payments under operating leases as of December 31, 2021, are as follows (in thousands):

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 million for its new office lease agreement.

The subsidiary leasing expense for the years ended December 2021 and 2020 was $0.3 million and $0.3 million, respectively.

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

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 million and issued to BMS 1,125,929 shares of Series A Preferred Stock valued at approximately $7.3 million. The payment and transfer of intellectual property occurred in November 2017 at the time the BMS License Agreement was executed (the “Effective Date”).

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% equity ownership in Company, subject to certain exceptions. 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 accounts for contingent consideration payable upon achievement of sales milestones in such asset acquisitions when the underlying contingency is resolved.

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.

Option and License Agreement with Novartis International Pharmaceutical Ltd.

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 million in the aggregate and tiered royalties on net sales of Novartis Licensed Products by Novartis or its affiliates or sublicensees at rates ranging from a mid-single-digit to low double-digit percentage, depending on the total annual worldwide net sales of Novartis Licensed Products. Royalties will be paid on a country-by-country and Novartis Licensed Product-by-Novartis

Licensed Product basis from the first commercial sale of a particular Novartis Licensed Product in a country until the latest of (a) 10 years after the first commercial sale of such Novartis Licensed Product in such country, (b) when such Novartis 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 Novartis Licensed Product in such country. Contemporaneously with the Novartis Option Agreement, the Company entered into a stock purchase agreement and associated investment agreements, or the SPA, with Novartis’ affiliate, Novartis Institutes for BioMedical Research, Inc., or NIBRI, pursuant to which NIBRI acquired a $10 million equity stake in the Company.

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.

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. 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 termination payment. The unapplied security deposit totaling approximately $182,000 was credited against the termination fee for a net payment of approximately $818,000. The Company wrote off of the remaining right-of-use asset of approximately $4,512,000 and lease liability of approximately $5,628,000. After consideration of the termination payment and write off of the remaining right-of-use asset and lease liability, the Company recorded a net gain of approximately $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 per year, plus other expenses. This lease was accounted for as a short-term lease at inception, and the Company elected not to recognize a right-of-use asset and lease liability. In September 2021, the Company exercised its option to renew the lease, extending the lease term until March 25, 2023. Since the renewed lease term exceeded one-year, the lease no longer qualified for the short-term lease exception, resulting in the recognition of a right-of-use asset and operating lease liability of approximately $43,000.

Supplemental balance sheet information related to leases was as follows (in thousands):

	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:

	July 31, 2022			October 31, 2021
Weighted-average remaining lease term	0.7 years			1.4 years
Weighted-average discount rate		3.79	%		3.79	%

Supplemental cash flow information related to operating leases was as follows:

For the Nine

Months Ended

July 31, 2022

For the Nine

Months Ended

July 31, 2021

Cash paid for operating lease liabilities

1,363

Future minimum lease payments under non-cancellable leases as of July 31, 2022 were as follows:


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 termination payment. The unapplied security deposit totaling approximately $182,000 was credited against the termination fee for a net payment of approximately $818,000. The Company wrote off of the remaining right-of-use asset of approximately $4.5 million and lease liability of approximately $5.6 million. After consideration of the termination payment and write off of remaining right-of-use asset and lease liability, the Company recorded a net gain of approximately $0.1 million.

On March 25, 2021, the Company entered into a new lease agreement for its corporate office/lab with base rent of approximately $29,000 per year, plus other expenses. The lease expires on March 25, 2022 and the Company has the option to renew the lease for one additional successive one-year term upon six months written notice to the landlord. This new lease was accounted for as a short-term lease at inception, and the Company elected not to recognize a right-of-use asset and lease liability. In September 2021, the Company exercised its option to renew the lease, extending the lease term until March 25, 2023. Since the renewed lease term exceeds one-year, the lease no longer qualifies for the short-term lease exception, resulting in the recognition of a right-of-use asset and operating lease liability of approximately $43,000.

Supplemental balance sheet information related to leases as of October 31 was as follows (in thousands):

	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 Year Ended October 31, 2021		For the Fiscal Year Ended October 31, 2020
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:

	October 31, 2021			October 31, 2020
Weighted-average remaining lease term		1.4 years			5.1 years
Weighted-average discount rate		3.79	%		6.5	%

Supplemental cash flow information related to operating leases was as follows:

	For the Fiscal Year Ended October 31, 2021		For the Fiscal Year Ended October 31, 2020
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:

Fiscal Year ending October 31,
2022 (Remaining)	$	-
2022	$	29
2023		12
Total minimum lease payments		41
Less: Imputed interest		(1	)
Total	$	40

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):

	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 million and $299.2 million at October 31, 2021 and 2020, respectively, available to offset taxable income. The Company has $56.0 million of NOLs which do not expire, the remainder of which are subject to expiration through 2038. The Company conducted an Internal Revenue Code Section 382 analysis through October 31, 2019. Based on that analysis, some NOLs incurred through October 31, 2019 are subject to limitation and will expire. Subsequent period NOLs have not been studied for the Internal Revenue Code Section 382 limitation. The Company also has New Jersey State Net Operating Loss carryovers of approximately $153.7 million and $137.6 million as of October 31, 2021 and 2020, respectively, available to offset future taxable income through 2041. Utilization of New Jersey NOLs may be similarly limited.

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 interest or penalties on unpaid tax were recorded during the years ended October 31, 2021 and 2020, respectively. As of October 31, 2021, and 2020, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

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):


	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:

		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 million and $0.9 million, respectively, which were classified as other long-term liabilities. As of September 30, 2022 and 2021, the Company accrued interest related to uncertain tax positions of $71 thousand and $46 thousand, respectively. The interest is recorded as part of financial expenses. These uncertain tax positions would impact the Company’s effective tax rate, if recognized. A reconciliation of the Company’s unrecognized tax benefits is below:

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):

	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):

	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:

	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):

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

Available Carryforward Tax Losses

As of December 31, 2021, we had net operating loss carryforwards, or NOLs, of $91.6 million for federal income tax purposes and $57.7 million for state income tax purposes, which may be available to offset our future taxable income, if any, and begin to expire in various amounts in 2037 and 2038, respectively, provided that NOLs generated in tax years ending after December 31, 2017 will not be subject to expiration. In general, under Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to use its pre-change NOLs to offset future taxable income. If the U.S. Internal Revenue Service challenges our determinations with respect to the existence of previous ownership changes or the effects thereof, or if we undergo an ownership change, our ability to use our NOLs could be limited by Section 382 of the Code. Future changes in our stock ownership, some of which are outside of our control, could also result in an ownership change under Sections 382 and 383 of the Code. In addition, for taxable years beginning after December 31, 2020, utilization of federal NOLs generated in tax years beginning after December 31, 2017 are limited to a maximum of 80% of the taxable income for such year, after taking into account utilization of NOLs generated in years beginning before January 1, 2018 and determined without regard to such NOL deduction. Furthermore, our ability to use NOLs of companies that we may acquire in the future may be subject to limitations. For these reasons, we may not be able to use a material portion of the NOLs, even if we attain profitability. The reduction of the corporate tax rate under recently-enacted U.S. tax legislation may cause a reduction in the economic benefit of our NOLs and other deferred tax assets available to us.

In addition, as of December 31, 2021, the Company had federal Orphan Drug research and development credit carryforwards of approximately $618 thousand and $33, respectively. If not utilized, the federal tax carryforwards which expire in 2039.

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 and $0.6 million, respectively. As of December 31, 2021, the Company has not accrued penalties for uncertain tax positions. A reconciliation of the Company’s unrecognized tax benefits is below:

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% to 24% effective from January 1, 2017, and to 23% effective from January 1, 2018.

The Israeli corporate income tax rate was 23% in 2021 and 2020. Income not eligible for Preferred Enterprise benefits is taxed at the regular corporate tax rates as described above.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

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 through September 2024	$	-	$	-	$	2	$	2
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		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 through September 2024	$	-	$	-	$	27	$	27
Common stock warrant liability, warrants exercisable	$	-	$	-	$	27	$	27
Common stock warrant liability, warrants exercisable at $56.00 through 5 years after the date such warrants become exercisable, if ever (Private Placement Warrants)		-		-		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.


	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

● Level 1 — Quoted prices in active markets for identical 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 through September 2024		-		-		27		27
Common stock warrant liability, warrants exercisable at $56.00 through 5 years after the date such warrants become exercisable, if ever (Private Placement Warrants)		-		-		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 through September 2024		-		-		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:


	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

- Definition

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

+ References + Details

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	9 Months Ended		12 Months Ended
SUBSEQUENT EVENTS	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 per share, 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% of the combined company’s outstanding common stock and Advaxis stockholders will own approximately 37.5%, subject to the terms of the Merger Agreement. 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 termination fee will be payable to either sides if the merger does not go through. 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

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 shares of Series D convertible redeemable preferred stock (the “Series D Preferred Stock”). The shares, which have since been redeemed in accordance with their terms as described below, and are thus no longer outstanding as of July 31, 2022, had an aggregate stated value of $5,000,000. Each share of the Series D preferred stock had a purchase price of $4.75, representing an original issue discount of 5% of the stated value. The shares of Series D Preferred Stock were 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, could occur at any time following the receipt of the stockholders’ approval for a reverse stock split. The Company was 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 also had a liquidation preference over the shares of common stock, and could 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. Total net proceeds from the offering, after deducting the financial advisor’s fees and other estimated offering expenses, were approximately $4.3 million.

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, which is the $4,312,000 net proceeds less the $87,000 value of the bifurcated preferred stock redemption liability (see below).

On April 6, 2022, the holders of all 1,000,000 outstanding shares of the Series D Preferred Stock exercised their right to cause the Company to redeem all of such shares at a price per share equal to 105% of the stated value per share of $5.00, and such shares were redeemed accordingly. The $1,025,000 accretion of the Series D convertible preferred stock to its redemption value was recorded as a reduction in additional paid-in capital (see Note 10).

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:

	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 and $87,000, respectively. On April 6, 2022, the Series D convertible preferred stock was redeemed, and the $44,000 preferred stock redemption liability was reclassified into other paid-in capital (see Note 10). For the three months and nine months ended July 31, 2022, the Company reported income of approximately $0 and $44,000, respectively, due to a change in the fair value of the preferred stock redemption liability.

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 shares of Common Stock, including 274,022 shares associated with the partial exercise on June 4, 2020 of the underwriters’ option to purchase additional shares, at a price to the public of $15.00 per share, resulting in net proceeds to the Company of approximately $52.8 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. All shares issued and sold were registered pursuant to a registration statement on Form S-1 (File No. 333-236942), as amended, declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on May 7, 2020.

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 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 our 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 our 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. The Company had issuance costs of approximately $1.715 million. The Private Placement closed on February 23, 2021. The warrants were classified as a component of permanent equity pursuant to ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging.” As of December 31, 2021, the 1,799,999 warrants are all outstanding.

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 million in “at-the-market” offerings, under our Registration Statement on Form S-3 (File No. 333-256792) filed with the SEC on June 4, 2021 (the “ATM”). Sales of common stock, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a) of the Securities Act, including sales made directly through The Nasdaq Global Market or on any other existing trading market for our common stock. Pursuant to the Sales Agreement, during the twelve months ended December 31, 2021, the Company issued a total of 827,094 shares of common stock for total gross proceeds of approximately $10.4 million.

Total shares of Common Stock reserved for issuance are summarized as follows:

	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:

December 31,

2021

2020

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 and 96,017 shares of restricted Common Stock issued but not outstanding in 2021 and 2020, respectively.

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

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 and 1,155,555 weighted average warrants with an exercise price of $0.01 for the year ended December 31, 2021, respectively.

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 shares of common stock and 900,789 options outstanding to purchase common stock as of December 31, 2021.

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 shares of Series A Preferred Stock, and 3,750,674 shares of Series B Preferred Stock, that were converted on IPO and 695,674 options outstanding to purchase common stock as of December 31, 2020.

REVENUES

9 Months Ended

Sep. 30, 2022

Ayala Pharmaceuticals Inc [Member]

REVENUES

NOTE 2—REVENUES

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

	(ii)	identify the performance obligations in the contract;

	(iii)	determine the transaction price;

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

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

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

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 thousand and $0.6 million were recognized in the three months ended September 30, 2022, and 2021, respectively and $0.6 million and $2.4 million were recognized in the nine months ended September 30, 2022, and 2021, respectively.

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 (Unaudited)

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

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

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

Collaborative Arrangements

Collaborative Arrangements

Cash and Cash Equivalents

Cash and Cash Equivalents

Concentrations of Credit Risk

Concentration of Credit Risk

Deferred Expenses

Deferred Expenses

Property and Equipment, Net

Property and Equipment

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

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

	●	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.

Leases

Leases

Net Loss per Share

Net Income (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 warrants are included in the basic earnings per share computation because the exercise price is $0):

	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

Stock-Based Compensation

Stock Based Compensation

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 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

Income Taxes

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 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

Cash and Cash Equivalents and Short-term restricted bank deposits

Restricted Cash

Convertible Preferred Stock

Convertible Preferred Stock

Reverse Stock Split

Reverse Stock Split

Ayala Pharmaceuticals Inc [Member]

Use of estimates

Use of estimates

Use of 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

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

	(ii)	identify the performance obligations in the contract;

	(iii)	determine the transaction price;

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

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

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

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 million and $3.7 million was recognized in 2021 and 2020 respectively.

Concentrations of Credit Risk

Concentrations of Credit Risk

Property and Equipment, Net

Property and Equipment, Net

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

Net Loss per Share

Net Loss per Share

The calculation of basic and diluted loss per share includes 1,333,333 warrants with an exercise price of $0.01 for the three and nine months ended September 30, 2022.

AYALA PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1—SIGNIFICANT ACCOUNTING POLICIES (continued):

Basic and Diluted Net Loss per Share

Research and Development

Research and Development

Stock-Based Compensation

Stock-Based Compensation

Fair Value of Financial Instruments:

Fair Value of Financial Instruments:

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

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

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

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

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

Restricted 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

Newly Issued Accounting Pronouncements

Newly Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02—Leases, requiring the recognition of lease assets and liabilities on the balance sheet. The standard:

Recently Issued Accounting Pronouncements Not Yet Adopted

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.

Basis of Presentation

Basis of Presentation

Cash and Cash Equivalents and Short-term restricted bank deposits

Cash and Cash Equivalents and Short-term restricted bank deposits

Consolidated Financial Statements in U.S. Dollars

Consolidated Financial Statements in U.S. Dollars

Accrued Post-Employment Benefit

Accrued Post-Employment Benefit

Acquired In-Process Research and Development

Acquired In-Process Research and Development

Clinical Trial Costs

Clinical Trial Costs

Patent Costs

Patent Costs

Contingent Liabilities

Contingent Liabilities

Expected volatility

Expected volatility

Expected Dividend Yield

Expected Dividend Yield

The Company has historically not paid dividends and has no foreseeable plans to pay dividends, 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.

Restricted shares are value as fair value of shares on date of grant.

Segment Information

Segment Information

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 shares of the Company’s common stock (the “Common Stock”), par value $0.01 per share (the “Private Placement Shares”), 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 million in “at-the-market” offerings (the “ATM”), under its registration statement on Form S-3 (File No. 333-256792) filed with the SEC on June 4, 2021 (the “ATM Registration Statement”). Sales of Common Stock, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a) of the Securities Act, including sales made directly through The Nasdaq Global Market or on any other existing trading market for its Common Stock. Pursuant to the Sales Agreement, during the year ended December 31, 2021, the Company sold a total of 827,094 shares of Common Stock for total net proceeds of approximately $10.0 million. During the three and nine months ended September 30, 2022, the Company sold a total of 305,517 and 310,417 shares of Common Stock for total net proceeds of approximately $468 thousand and $512 thousand, respectively.

AYALA PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1—SIGNIFICANT ACCOUNTING POLICIES (continued):

Going Concern

Going Concern

Recently issued and adopted pronouncements

Recently issued and adopted pronouncements

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

	2022		2021
	As of July 31,
	2022		2021
Warrants		377,818		377,818
Stock options		11,118		12,892
Total		388,936		390,710

	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

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

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

	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)

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):

	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):

		1

2022 (Remaining)		-
2022	$	277
2023		277
2024		277
2025		277
2026		277
Thereafter		1,969
Total	$	3,354

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

	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 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

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

Exercise Price			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.

Exercise Price		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):

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life In Years		Aggregate Intrinsic Value
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 warrants that resulted in the issuance of 406 shares of common stock.

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:

	July 31, 2022			October 31, 2021
Exercise Price	$	20.00		$	24.00
Stock Price	$	3.73		$	38.80
Expected Term		2.12 years			2.87 years
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:

	October 31, 2021			October 31, 2020
Exercise Price	$	24.00		$	29.60
Stock Price	$	38.80		$	27.20
Expected Term		2.87 years			3.87 years
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:

	July 31, 2022			October 31, 2021
Exercise Price	$	56.00		$	56.00
Stock Price	$	3.73		$	38.80
Expected Term		5.00 years			5.00 years
Volatility %		112	%		106	%
Risk Free Rate		2.70	%		1.18	%

	October 31, 2021			April 14, 2021
Exercise Price	$	56.00		$	56.00
Stock Price	$	38.80		$	45.60
Expected Term		5.00 years			5.00 years
Volatility %		106	%		106	%
Risk Free Rate		1.18	%		0.85	%

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):

	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):

	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:

	Number of RSU’s			Weighted-Average Grant Date Fair Value
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):

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life In Years		Aggregate Intrinsic Value
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:

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:

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:

	Year Ended
	October 31, 2021			October 31, 2020
Expected term		6 years			5.50-6.50 years
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

	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

	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

	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

	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)

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):

	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):

	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 Year Ended October 31, 2021		For the Fiscal Year Ended October 31, 2020
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:

	July 31, 2022			October 31, 2021
Weighted-average remaining lease term	0.7 years			1.4 years
Weighted-average discount rate		3.79	%		3.79	%

Other information related to leases where the Company is the lessee is as follows:

	October 31, 2021			October 31, 2020
Weighted-average remaining lease term		1.4 years			5.1 years
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:

For the Nine

Months Ended

July 31, 2022

For the Nine

Months Ended

July 31, 2021

Cash paid for operating lease liabilities

1,363

Supplemental cash flow information related to operating leases was as follows:

	For the Fiscal Year Ended October 31, 2021		For the Fiscal Year Ended October 31, 2020
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:


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:

Fiscal Year ending October 31,
2022 (Remaining)	$	-
2022	$	29
2023		12
Total minimum lease payments		41
Less: Imputed interest		(1	)
Total	$	40

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):

	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):


	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:

		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)

	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)

	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

	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

	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

	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)

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 through September 2024	$	-	$	-	$	2	$	2
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		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 through September 2024	$	-	$	-	$	27	$	27
Common stock warrant liability, warrants exercisable	$	-	$	-	$	27	$	27
Common stock warrant liability, warrants exercisable at $56.00 through 5 years after the date such warrants become exercisable, if ever (Private Placement Warrants)		-		-		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 through September 2024		-		-		27		27
Common stock warrant liability, warrants exercisable at $56.00 through 5 years after the date such warrants become exercisable, if ever (Private Placement Warrants)		-		-		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 through September 2024		-		-		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:


	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


	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

	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)

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:

	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

Year ended December 31,

2022		103
2023		409
2024		145
Total	$	657

Year ended December 31,	(in thousands)
2022		360
2023		360
2024		120
Total	$	840

COMMON STOCK (Tables) - Ayala Pharmaceuticals Inc [Member]

12 Months Ended

Dec. 31, 2021

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

December 31,

2021

2020

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 and 96,017 shares of restricted Common Stock issued but not outstanding in 2021 and 2020, respectively.

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

	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 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)				$ 15.00	$ 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																						25.00%
Merger Agreement [Member] \| Biosight Ltd [Member] \| Other Ownership [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of outstanding shares																						75.00%
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 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 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		$ 20.00				$ 24.00		$ 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)							$ 56.00				$ 56.00
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										100.00%
Employees base salary, percentage										6.00%
Largest benefit likelihood, percentage										5000.00%
Expected dividend yield										0.00%
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)															$ 200,000,000.0
Net proceeds (in Dollars)			$ 468,000			$ 512,000				$ 10,000,000.0
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)		$ 4,999,995.00
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)											$ 224.00
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)							20.00				$ 20.00
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)							$ 224.00				$ 224.00

REVERSE STOCK SPLIT (Details Narrative)	3 Months Ended
REVERSE STOCK SPLIT (Details Narrative)	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 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			33.00%
Equipment [Member] \| Ayala Pharmaceuticals Inc [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives			15.00%
Office Equipment [Member] \| Ayala Pharmaceuticals Inc [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives			7.00%

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended				12 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	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 (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 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 Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	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 (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 Narrative) - USD ($)					1 Months Ended						3 Months Ended			6 Months Ended	9 Months Ended		12 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	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	20.00		$ 24.00	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		$ 56.00				$ 56.00					$ 56.00
IPO [Member]
Common stock, authorized																	300,000,000
Share price per share								$ 24.00		$ 84.00
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															$ 56.00		$ 56.00
Warrants exercise price								$ 28.00		$ 100.00
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		$ 56.00				$ 56.00					$ 56.00
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	$ 8.00
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 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

$ 20.00

$ 24.00

$ 29.76

Grand Total Number of Shares Underlying Warrants

377,818

4,971

Exercise Price Range One [Member]

Offsetting Assets [Line Items]

Exercise Price

$ 20.00

$ 224.00

^[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

$ 224.00

$ 20.00

^[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

$ 28.00

$ 29.76

Grand Total Number of Shares Underlying Warrants

57,230

879

Expiration Date

November 2025

September 2024

Type of financing

November 2020 Public Offering

September 2018 Public Offering

Exercise Price Range Four [Member]

Offsetting Assets [Line Items]

Exercise Price

$ 56.00

Grand Total Number of Shares Underlying Warrants

140,552

Expiration Date

April 2026

Type of financing

April 2021 Registered Direct Offering (Accompanying Warrants)

Exercise Price Range Five [Member]

Offsetting Assets [Line Items]

Exercise Price

$ 56.00

Grand Total Number of Shares Underlying Warrants

175,065

Expiration Date

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 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)	$ 20.00	$ 24.00	$ 29.76
Warrant [Member]
Warrants to purchase common stock purchase price (in Dollars per share)		$ 224.00

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

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

$ 100.00

Warrants, Exercised

(230,343)

(423)

^[1]

Weighted Average Exercise Price, Exercised

$ 16.00

$ 1.60

^[1]

Warrants, Exchanged

(62,500)

Weighted Average Exercise Price, Exchanged

$ 100.00

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 warrants that resulted in the issuance of 406 shares of common stock.

SCHEDULE OF WARRANTS ACTIVITY (Details) (Parenthetical)	12 Months Ended
SCHEDULE OF WARRANTS ACTIVITY (Details) (Parenthetical)	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 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	$ 20.00	$ 24.00				$ 29.76
Stock Price						0
Measurement Input, Expected Term [Member]
Expected Term			4 years 9 months 3 days
Private Placement [Member]
Exercise Price	56.00	56.00
Expected Term				5 years	5 years
Warrant Liability [Member]
Exercise Price	20.00	24.00				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	$ 56.00	$ 56.00		$ 56.00
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 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							$ 20.00				$ 29.76	$ 20.00		$ 24.00	$ 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 \| $														1,000,000.0
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	100.00
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	$ 100.00
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							$ 56.00					$ 56.00		$ 56.00
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														$ 224.00
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							$ 20.00					$ 20.00		$ 20.00
Warrant [Member] \| Maximum [Member]
Warrants to purchase common stock purchase price (in Dollars per share) \| $ / shares							224.00					224.00		$ 224.00
Pre Funded Warrant [Member]
Warrants to purchase common stock purchase price (in Dollars per share) \| $ / shares									$ 56.00
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							$ 20.00				$ 29.60	$ 20.00		$ 24.00	$ 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							$ 56.00					$ 56.00		$ 56.00					$ 56.00
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							$ 20.00					$ 20.00
Warrant Liability [Member] \| Maximum [Member]
Warrants to purchase common stock purchase price (in Dollars per share) \| $ / shares							$ 1,800.00					$ 1,800.00		$ 1,800.00

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 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	$ 7,904.00
Number of RSUs, Unvested Ending Balance		69
Weighted-Average Grant Date Fair Value, Unvested Ending Balance		$ 1,945.60

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	$ 22,200.00		$ 7,903.21	$ 2,765.64
Number of options Exercised (in Shares)			(4)
Weighted average exercise price Exercised			$ 24.00
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 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	$ 24.00	$ 24.00
Exercise Price Range, upper limit	$ 50.00	$ 800.00
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	$ 100.00	$ 8,000.00
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	$ 20,664.00	$ 16,000.00
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		$ 22,200,000.00
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 OPTIONS GRANTED (Details)	12 Months Ended
SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED (Details)	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		0.00%		0.00%
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	80.00%		80.00%
Expected dividends	0.00%		0.00%
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 (Details Narrative) - USD ($)			1 Months Ended				3 Months Ended					9 Months Ended				12 Months Ended
SHARE BASED COMPENSATION (Details Narrative) - USD ($)	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		$ 15.00
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 Narrative) - USD ($)						1 Months Ended	3 Months Ended	9 Months Ended			12 Months Ended
LICENSING AGREEMENTS (Details Narrative) - USD ($)	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 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				800.00%
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 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 (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 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 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 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) - USD ($)	1 Months Ended		9 Months Ended	12 Months Ended
LEASES (Details Narrative) - USD ($)	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 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 (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 (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		21.00%		21.00%
State and local tax, net of federal benefit		(0.73%)		5.48%
Merger costs		(1.68%)		0.00%
Foreign rate 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%)
Effective tax rate		(0.28%)		(0.19%)
Ayala Pharmaceuticals Inc [Member]
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%)
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	0.00%		(0.85%)
Effect of other permanent differences	(0.07%)		(0.07%)
Uncertain tax positions	(0.66%)		(0.52%)
Federal Tax Reform Rate Change	0.00%		0.00%
Tax Credits	6.01%
Provision to Return	3.95%
Other adjustments	(0.30%)		2.20%

TAX (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
TAX (Details Narrative) - USD ($)	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			$ 56,000,000.0
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		80.00%
Research and development credit carryforwards		$ 3,300,000
Interest and penalties		$ 900,000					$ 600,000
Income tax rate		23.00%					23.00%	23.00%
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									25.00%
Ayala Pharmaceuticals Inc [Member] \| Minimum [Member]
Operating Loss Carryforwards [Line Items]
Income tax rate									24.00%
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, 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)	$ 20.00	$ 24.00	$ 29.76
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase common stock purchase price (in Dollars per share)	$ 56.00	$ 56.00

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 Narrative) $ in Millions	12 Months Ended
EMPLOYEE BENEFIT PLAN (Details Narrative) $ in Millions	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 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 Narrative)		1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
SUBSEQUENT EVENTS (Details Narrative)	Oct. 18, 2022 USD ($) $ / shares	Jan. 31, 2022 USD ($) $ / shares	Jan. 31, 2022 $ / shares 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							$ 20.00
Series D Preferred Stock [Member] \| Subsequent Event [Member]
Preferred stock conversion price		$ 20.00	$ 20.00
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													$ 28.00			$ 100.00
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 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	20.00	20.00
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	1.00

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 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 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 Narrative)		1 Months Ended	3 Months Ended			9 Months Ended
TEMPORARY EQUITY (Details Narrative)	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						105.00%
Temporary equity stock stated value accumulated dividends on extension						110.00%
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			$ 20.00			$ 20.00
Temporary equity stock stated value accumulated dividends	105.00%
Temporary equity shares outstanding \| shares	1,000,000
Temporary equity par value \| $ / shares	$ 5.00
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									$ 28.00			$ 100.00
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 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 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

300,000,000

170,000,000

300,000,000

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

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

Issued and outstanding

^[1]

13,956,035

12,728,446

[1]	Does not include 124,348 and 96,017 shares of restricted Common Stock issued but not outstanding in 2021 and 2020, respectively.

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 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 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 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) - USD ($)			1 Months Ended
COMMON STOCK (Details Narrative) - USD ($)	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)											$ 24.00		$ 84.00
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)								$ 200,000,000.0
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)		$ 15.00
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)			$ 4,999,995.00
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 (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 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) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
REVENUES (Details Narrative) - USD ($) $ in Thousands	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