0001493152-23-004167 | 10-K | XBRL Viewer | Ayala Pharmaceuticals INC

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Oct. 31, 2022	Jan. 31, 2023	Apr. 29, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--10-31
Entity File Number	001-36138
Entity Registrant Name	AYALA PHARMACEUTICALS, INC.
Entity Central Index Key	0001100397
Entity Tax Identification Number	02-0563870
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9 Deer Park Drive
Entity Address, Address Line Two	Suite K-1
Entity Address, City or Town	Monmouth Junction
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08852
City Area Code	(609)
Local Phone Number	452-9813
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 11,863,538
Entity Common Stock, Shares Outstanding		4,838,321
ICFR Auditor Attestation Flag	false
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	New York, NY

Consolidated Balance Sheets - USD ($)	Oct. 31, 2022	Oct. 31, 2021
Current assets:
Cash and cash equivalents	$ 25,208,000	$ 41,614,000
Prepaid expenses and other current assets	551,000	1,643,000
Total current assets	25,759,000	43,257,000
Property and equipment (net of accumulated depreciation)	38,000	118,000
Intangible assets (net of accumulated amortization)	110,000	3,354,000
Operating right-of-use asset (net of accumulated amortization)	12,000	40,000
Other assets	11,000	11,000
Total assets	25,930,000	46,780,000
Current liabilities:
Accounts payable	22,000	87,000
Accrued expenses	2,150,000	2,836,000
Current portion of operating lease liability	12,000	28,000
Common stock warrant liability	119,000	4,929,000
Total current liabilities	2,303,000	7,880,000
Operating lease liability, net of current portion		12,000
Total liabilities	2,303,000	7,892,000
Contingencies – Note 8
Series D convertible preferred stock- $0.001 par value; 0 shares authorized, 0 shares issued and outstanding at October 31, 2022 and October 31, 2021.
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized, 0 shares issued and outstanding at October 31, 2022 and October 31, 2021.
Common stock - $0.001 par value; 170,000,000 shares authorized, 1,815,951 and 1,820,452 shares issued and outstanding at October 31, 2022 and 2021.	2,000	2,000
Additional paid-in capital	466,584,000	467,486,000
Accumulated deficit	(442,959,000)	(428,600,000)
Total stockholders’ equity	23,627,000	38,888,000
Total liabilities and stockholders’ equity	$ 25,930,000	$ 46,780,000

Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 31, 2022	Oct. 31, 2021
Preferred stock, par value	$ 0.001	$ 0.001
Preferred Stock, Shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	170,000,000	170,000,000
Common stock, shares issued	1,815,951	1,820,452
Common stock, shares outstanding	1,815,951	1,820,452
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

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Income Statement [Abstract]
Revenue	$ 250	$ 3,240
Operating expenses:
Research and development expenses	7,616	10,562
General and administrative expenses	8,891	11,464
Intangible asset impairment	3,053
Total operating expenses	19,560	22,026
Loss from operations	(19,310)	(18,786)
Other income (expense):
Interest income	157	5
Net changes in fair value of derivative liabilities	4,853	970
Other expense	(9)	(1)
Net loss before income taxes	(14,309)	(17,812)
Income tax expense	50	50
Net loss	(14,359)	(17,862)
Accretion of discount and redemption feature of convertible preferred stock	(1,025)
Income available to common stockholders	$ (15,384)	$ (17,862)
Net loss per common share, basic and diluted	$ (8.46)	$ (11.07)
Weighted average number of common shares outstanding, basic and diluted	1,818,639	1,613,634

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance value at Oct. 31, 2020	$ 1	$ 440,917	$ (410,738)	$ 30,180
Balance, shares at Oct. 31, 2020	975,897
Stock-based compensation		566		566
Stock-based compensation, shares	69
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
Warrant exercises		3,771		3,771
Warrant exercises, shares	230,343
Public offerings, net of offering costs	$ 1	22,232		22,233
New Ayalapublic offerings, net of offering costs, shares	614,127
Net Loss			(17,862)	(17,862)
Balance value at Oct. 31, 2021	$ 2	467,486	(428,600)	38,888
Balance, shares at Oct. 31, 2021	1,820,452
Stock-based compensation		97		$ 97
Stock-based compensation, shares
New Ayalapublic offerings, net of offering costs, shares				0.1874
Net Loss			(14,359)	$ (14,359)
Accretion of discount and redemption feature of convertible preferred stock		(1,025)		(1,025)
Convertible preferred stock redemption		44		44
Fractional shares cashed out		(18)		(18)
Advaxis public offerings, net of offering costs, shares	(4,501)
Balance value at Oct. 31, 2022	$ 2	$ 466,584	$ (442,959)	$ 23,627
Balance, shares at Oct. 31, 2022	1,815,951

Consolidated Statement of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
OPERATING ACTIVITIES
Net loss	$ (14,359)	$ (17,862)
Adjustments to reconcile net loss to net cash used in operating activities:
Share based compensation	97	566
Gain on change in value of warrants	(4,810)	(970)
Gain on change in value of preferred stock redemption liability	(43)
(Gain) loss on disposal of property and equipment	(8)	1,439
Abandonment of intangible assets	159	94
Impairment charges on intangible assets	3,053
Depreciation expense	53	387
Amortization expense of intangible assets	233	273
Amortization of right-of-use assets	28	330
Net gain on write-off of right-of-use asset and lease liability		(116)
Change in operating assets and liabilities:
Prepaid expenses, other current assets and deferred expenses	1,092	1,030
Other assets		171
Accounts payable and accrued expenses	(751)	776
Deferred revenue		(165)
Operating lease liabilities	(28)	(1,392)
Net cash used in operating activities	(15,284)	(15,439)
INVESTING ACTIVITIES
Proceeds from disposal of property and equipment	35	449
Cost of intangible assets	(201)	(460)
Net cash used in investing activities	(166)	(11)
FINANCING ACTIVITIES
Net proceeds of issuance of Series D preferred stock	4,312
Net proceeds of issuance of common stock and warrants		28,115
Fractional shares cashed out	(18)
Redemption of Series D preferred stock	(5,250)
Warrant exercises		3,771
Net cash provided by (used in) financing activities	(956)	31,886
Net (decrease) increase in cash and cash equivalents	(16,406)	16,436
Cash and cash equivalents at beginning of year	41,614	25,178
Cash and cash equivalents at end of year	25,208	41,614
Supplemental Disclosures of Cash Flow Information
Cash paid for taxes	50	50
Supplemental Schedule of Noncash Investing and Financing Activities
Reclassification of preferred stock redemption liability into equity upon redemption of preferred stock	44
Accretion of discount and redemption feature of convertible preferred stock	1,025
Reassessment of the lease term		$ 43

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

12 Months Ended

Oct. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

In these financial statements, unless otherwise stated or the context otherwise indicates, references to “New Ayala,” “Advaxis,” the “Company,” “we,” “us,” “our” and similar references refer to Ayala Pharmaceuticals, Inc., a Delaware corporation, which prior to the change of its name effected on January 19, 2023, was known as Advaxis, Inc.

New Ayala was 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, New Ayala has exclusive access to this proprietary formulation of attenuated Lm called Lm Technology^TM. New Ayala’s proprietary approach is designed to deploy a 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.

New Ayala’s 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.

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. (“Old Ayala”) and Doe Merger Sub, Inc. (“Merger Sub”), a direct, wholly-owned subsidiary of New Ayala. Under the terms of the agreement, the Merger Sub merged with and into Old Ayala, with Old Ayala continuing as the surviving company and a wholly-owned subsidiary of New Ayala (the “Merger”). Immediately after the Merger, New Ayala stockholders as of immediately prior to the Merger own approximately 37.5% of the outstanding shares of the combined company and former Old Ayala shareholders own approximately 62.5% of the outstanding shares of the combined company. The Merger was accounted for as 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 was converted into the right to receive a number of shares of New Ayala common stock, par value $0.001 per share, equal to the exchange ratio, 0.1874 shares of New Ayala common stock per Old Ayala share.

On January 13, 2023, the Ayala stockholders approved the Merger Agreement and the Merger closed on January 19, 2023. See Note 16.

Going Concerns, 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. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern within one year after the date the financial statements are issued.

As of October 31, 2022, the Company had approximately $25.2 million in cash and cash equivalents. The Company does not believe it has sufficient capital to fund its obligations after the closing of the Merger, as they become due, in the ordinary course of business until at least one year from the issuance of these consolidated financial statements but will need to raise additional funds.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Oct. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF 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, 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, 2022 and 2021, the Company had cash equivalents of approximately $12.3 million and $17.2 million, respectively.

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.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts (checking) that at times exceed federally insured limits. Approximately $25.0 million is subject to credit risk at October 31, 2022. 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,
	2022		2021
Warrants		377,818		377,818
Stock options		11,118		11,192
Total		388,936		389,010

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.

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.

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 or benefit 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.

On August 16, 2022, the Inflation Reduction Act (IRA) was signed into law. The legislation imposes new taxes, including a 15% corporate alternative minimum tax (CAMT) on adjusted financial statement income of corporations with profits over $1 billion, which is effective for tax years beginning after December 31, 2022, and a 1% surcharge on corporate stock buybacks of public US companies, which applies to repurchases of stock after December 31, 2022. The tax provisions of the Inflation Reduction Act do not have a material impact on the Company’s financial statements.

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

Business Combinations

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which amended guidance on accounting for contract assets and contract liabilities from contracts with customers in a business combination. The guidance is intended to address inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized. At the acquisition date, an entity should account for the related revenue contracts in accordance with existing revenue recognition guidance generally by assessing how the acquiree applied recognition and measurement in their financial statements. The amended guidance is effective for the Company as of November 1, 2023 on a prospective approach. Early adoption is permitted. This guidance is not expected to have a material effect on the Company’s 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.

PROPERTY AND EQUIPMENT

12 Months Ended

Oct. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

SCHEDULE OF PROPERTY AND EQUIPMENT

	2022			2021
	October 31,
	2022			2021
Laboratory Equipment	$	94		$	179
Computer equipment		24			241
Total property and equipment		118			420
Accumulated depreciation and amortization		(80	)		(302	)
Net property and equipment	$	38		$	118

Depreciation expense for the years ended October 31, 2022 and 2021 was approximately $53,000 and $387,000, respectively. During the year ended October 31, 2022, the Company incurred a gain on disposal of equipment of approximately $8,000, all of which is reflected in the research and development expenses in the consolidated statement of operations. During the year ended October 31, 2021, the Company incurred a loss on disposal of equipment of approximately $1,439,000, $891,000 of which is reflected in the research and development expenses and $548,000 of which is reflected in the general and administrative expenses in the consolidated statement of operations.

INTANGIBLE ASSETS

12 Months Ended

Oct. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

4. INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands):

SUMMARY OF INTANGIBLE ASSETS

	2022		2021
	October 31,
	2022		2021
Patents	$	95	$	4,836
License		15		777
Software		-		98
Total intangibles		110		5,711
Accumulated amortization		-		(2,357	)
Net intangible assets	$	110	$	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 $159,000 and $94,000 were abandoned and were charged to general and administrative expenses in the consolidated statement of operations for the years ended October 31, 2022 and 2021, respectively. Amortization expense for intangible assets that was charged to general and administrative expense in the consolidated statement of operations aggregated approximately $233,000 and $273,000 for the years ended October 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-HER2 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 year ended October 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 year ended October 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 year ended October 31, 2022, the Company recorded an impairment charge for patents owned and in-licensed intellectual property of approximately $3,052,000 in its consolidated statement of operations.

At October 31, 2022, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows (in thousands):

		1
2023	$	66
2024		44
Total	$	110

ACCRUED EXPENSES

12 Months Ended

Oct. 31, 2022

Payables and Accruals [Abstract]

ACCRUED EXPENSES

5. ACCRUED EXPENSES:

The following table represents the major components of accrued expenses (in thousands):

SUMMARY OF ACCRUED EXPENSES

	2022		2021
	October 31,
	2022		2021
Salaries and other compensation	$	92	$	55
Vendors		1,151		1,968
Professional fees		707		613
Other		200		200
Total accrued expenses	$	2,150	$	2,836

LEASES

12 Months Ended

Oct. 31, 2022

Leases

LEASES

6. 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 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):

	October 31, 2022		October 31, 2021
Operating leases:
Operating lease right-of-use assets	$	12	$	40

Operating lease liability	$	12	$	28
Operating lease liability, net of current portion		-		12
Total operating lease liabilities	$	12	$	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 Fiscal Year Ended October 31, 2022		For the Fiscal Year Ended October 31, 2021
Operating lease cost	General and administrative	$	29	$	1,302
Short-term lease cost	General and administrative		-		14
Variable lease cost	General and administrative		47		180
Total lease expense		$	76	$	1,496

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

	October 31, 2022			October 31, 2021
Weighted-average remaining lease term		0.4 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 Fiscal Year Ended October 31, 2022				For the Fiscal Year Ended October 31, 2021
Cash paid for operating lease liabilities		$	29			$	547

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


Fiscal Year ending October 31,
2023	$	13
Less: Imputed interest		(1	)
Total	$	12

COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY

12 Months Ended

Oct. 31, 2022

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 October 31, 2022 and 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 October 31, 2022 and 2021, the Company had 201,874 of its total 377,818 outstanding warrants classified as equity (equity warrants). At issuance, equity warrants are recorded in Additional Paid-In Capital in the shareholders equity section of the consolidated balance sheets.

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, 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
Outstanding and exercisable warrants at October 31, 2022		377,818		$	53.49		4.09	$	-

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 95,899 pre-funded warrants in exchange for 95,899 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.

Warrant Liability

As of October 31, 2022 and 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).

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, 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 October 31, 2022 and 2021, the Company used the following inputs in its Black Scholes model:

October 31, 2022 October 31, 2021

Exercise Price $ 56.00 $ 56.00

Stock Price $ 1.86 $ 38.80

Expected Term 5.00 years 5.00 years

Volatility % 114 % 106 %

Risk Free Rate 4.45 % 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 October 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 October 31, 2022 and 2021, the Company used the following inputs in its Monte Carlo simulation model:

October 31, 2022 October 31, 2021

Exercise Price $ 20.00 $ 24.00

Stock Price $ 1.86 $ 38.80

Expected Term 1.86 years 2.87 years

Volatility % 113 % 123 %

Risk Free Rate 4.66 % 0.77 %

At October 31, 2022 and 2021, the fair value of the warrant liability was approximately $119,000 and $4,929,000, respectively. For the years ended October 31, 2022 and 2021, the Company reported income of approximately $4,810,000 and $970,000, respectively, due to changes in the fair value of the warrant liability.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Oct. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

8. COMMITMENTS AND CONTINGENCIES

Arbitration

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 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 consolidated statement of operations. At this time, the Company is unable to predict the likelihood of an unfavorable outcome.

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 consummated settlement agreements, which is recorded in general and administrative expenses in the 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 consummated settlement agreements, which is recorded in general and administrative expenses in the consolidated statement of operations.

Purported Stockholder Claims Related to Merger with Old Ayala

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

The Complaint asserts claims against all defendants under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-9 promulgated thereunder for omitting or misrepresenting material information from Old Ayala’s Proxy Statement and against the individual defendants under Section 20(a) of the Exchange Act for alleged “control person” liability with respect to such alleged omissions and misrepresentations. The allegations in the Complaint include that the Proxy Statement omitted material information regarding Old Ayala’s financial projections and the financial analyses of Old Ayala’s financial advisor for the Merger. The Complaint seeks, among other relief, (1) to enjoin defendants from consummating the Merger; (2) to enjoin a vote on the Merger; (3) to rescind the Merger Agreement or recover damages, if the Merger is completed; (4) a declaration that defendants violated Sections 14(a) or 20(a) and Rule 14a-9 of the Exchange Act; and (5) attorneys’ fees and costs.

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

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

TEMPORARY EQUITY

12 Months Ended

Oct. 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.

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. For the year ended October 31, 2022, the Company reported income $43,000 due to a change in the fair value of the preferred stock redemption liability.

STOCKHOLDERS’ EQUITY

12 Months Ended

Oct. 31, 2022

Equity [Abstract]

STOCKHOLDERS’ EQUITY

10. STOCKHOLDERS’ EQUITY

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 $0.001 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 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. In March 2021, the Company sold 11,076 shares of its common stock under the ATM program for $762,000, or an average of $68.80 per share, and received net proceeds of $737,000, net of commissions of $25,000.

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 191,677 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.

- 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
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-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
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-Section 50
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-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
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-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
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 505
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 505
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
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-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

SHARE BASED COMPENSATION

12 Months Ended

Oct. 31, 2022

Share-Based Payment Arrangement [Abstract]

SHARE BASED COMPENSATION

11. 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, 2022 and 2021 (in thousands):

	Year Ended October 31,
	2022		2021
Research and development	$	47	$	164
General and administrative		50		402
Total	$	97	$	566

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 79,165 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, 2021, 2,083 shares were added to the 2015 Plan. On January 1, 2022, 2,083 shares were added to the 2015 Plan.

As of October 31, 2022, there were 66,191 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, 2022 and 2021 is as follows:

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

Balance at October 31, 2020 69 $ 1,946

Vested (69 ) 1,944

Balance at October 31, 2021 - $ -

Vested - -

Balance at October 31, 2022 - $ -

The fair value of the RSUs as of the vesting date was approximately $3,000 for the year ended October 31, 2021.

Employee Stock Awards

Common stock issued to executives and employees related to vested incentive retention awards and employment inducements totaled 0 shares and 69 shares during the years ended October 31, 2022 and 2021, respectively. Total stock compensation expense associated with these awards for the years ended October 31, 2022 and 2021 was approximately $0 and $67,000, respectively.

Stock Options

A summary of changes in the stock option plan for the years ended October 31, 2022 and 2021 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, 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		7.80	$	27
Cancelled or expired		(74	)		22,200.00
Outstanding as of October 31, 2022		11,118			1,412.82		6.81		-
Vested and exercisable at October 31, 2022		8,689		$	1,795.09		6.55	$	-

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.

The weighted average grant date fair value of options granted during the fiscal year ended October 31, 2021 was $24.80.

The total intrinsic value of options exercised during the fiscal years ended October 31, 2021 was $162.

Total compensation cost related to the Company’s outstanding stock options, recognized in the consolidated statement of operations for the years ended October 31, 2022 and 2021 was approximately $97,000 and $499,000, respectively.

As of October 31, 2022, there was approximately $54,000 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 approximately 0.73 years.

The following table summarizes information about the outstanding and exercisable stock options at October 31, 2022:

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-$50.00		4,241		7.61	$	32.53	$	-		3,162		7.47	$	31.31	$	-
$	50.01-100.00		4,174		7.49	$	53.33	$	-		2,824		7.48	$	53.58	$	-
$	100.01-20,664.00		2,703		4.50	$	5,677.84	$	-		2,703		4.50	$	5,677.84	$	-

The fair value of each option granted from the Company’s stock option plans during the year ended October 31, 2021 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
Expected term		6 years
Expected volatility		103.27	%
Expected dividends		0	%
Risk free interest rate		0.53	%

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, 2022 and 2021, the Company issued 0 and 12 shares, respectively, under the 2018 ESPP. In July 2021, the ESPP was terminated.

LICENSING AGREEMENTS

12 Months Ended

Oct. 31, 2022

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 is responsible for the conduct and funding of a clinical study evaluating ADXS-HER2 in recurrent, completely resected osteosarcoma. Under the most recent amendment to the licensing agreement, OST agreed to pay New Ayala $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, New Ayala 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 New Ayala for six consecutive months, New Ayala 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 New Ayala for six consecutive months, New Ayala 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 New Ayala of $1,550,000 less the cumulative Monthly Payments previously made (the “License Commencement Payment”). Within five days following the License Commencement Date, New Ayala will provide existing drug supply “as is” to OST, and until the drug supply is supplied to OST, New Ayala 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.

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 years ended October 31, 2022 and 2021, the Company recorded $0.25 million in revenue for the annual license fee renewal. Since New Ayala 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.

INCOME TAXES

12 Months Ended

Oct. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

13. INCOME TAXES

The income tax provision (benefit) consists of the following (in thousands):

	October 31, 2022			October 31, 2021
Federal
Current	$	-		$	-
Deferred		(3,990	)		141
State and Local
Current		-			-
Deferred		(1,289	)		131
Foreign
Current		50			50
Deferred		-			-
Change in valuation allowance		5,279			(272	)
Income tax provision (benefit)	$	50		$	50

The Company has U.S. federal net operating loss carryovers (“NOLs”) of approximately $333.6 million and $314.8 million at October 31, 2022 and 2021, respectively, available to offset taxable income. The Company has $75.3 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 $172.9 million and $153.7 million as of October 31, 2022 and 2021, respectively, available to offset future taxable income through 2042. 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 unrecognized tax benefits were recorded during the years ended October 31, 2022 and 2021, respectively. As of October 31, 2022, and 2021, 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, 2019.

The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following (in thousands):

	October 31, 2022			October 31, 2021
	Years Ended
	October 31, 2022			October 31, 2021
Deferred Tax Assets
Net operating loss carryovers	$	38,294		$	32,971
Stock-based compensation		4,160			4,566
Research and development credits		11,721			11,371
Capitalized R&D costs		13,590			14,536
Adoption of ASC 842 – Lease Liability		3			11
Other deferred tax assets		129			92
Total deferred tax assets	$	67,897		$	63,547
Valuation allowance		(67,852	)		(62,573	)
Deferred tax asset, net of valuation allowance	$	45		$	974

Deferred Tax Liabilities
Adoption of ASC 842 – ROU Asset		(3	)		(11	)
Patent cost		(31	)		(943	)
Other deferred tax liabilities		(11	)		(20	)
Total deferred tax liabilities	$	(45	)	$	(974	)
Net deferred tax asset (liability)	$	-		$	-

The expected tax (expense) benefit based on the statutory rate is reconciled with actual tax expense benefit as follows:

	October 31, 2022			October 31, 2021
	Years Ended
	October 31, 2022			October 31, 2021
US Federal statutory rate		21.00	%		21.00	%
State income tax, net of federal benefit		9.02			(0.73	)
Merger costs		0.55			(1.68	)
Other permanent differences		-			(0.02	)
Research and development credits		2.31			3.09
Warrant Liability		7.12			1.14
Foreign taxes		(0.35	)		(0.28	)
Change in valuation allowance		(36.90	)		1.52
Stock option expirations		(3.10	)		(24.32	)
Income tax (provision) benefit		(0.35	)%		(0.28	)%

The “Foreign taxes” income tax expense in the consolidated statement of operations for both the years ended October 31, 2022 and 2021 pertain to a Taiwan Excise tax of $50,000 levied in connection with the GBP Revenue.

- 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

12 Months Ended

Oct. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE

14. FAIR VALUE

The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

● Level 1 — Quoted prices in active markets for identical assets or liabilities.

● Level 2— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.

● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of October 31, 2022 and October 31, 2021 (in thousands):

	Level 1		Level 2		Level 3		Total
Fair Value Measured at October 31, 2022
	Level 1		Level 2		Level 3		Total
Financial assets at fair value:
Cash equivalents (money market funds)	$	12,268	$	-	$	-	$	12,268
Total Financial Assets at Fair Value	$	12,268	$	-	$	-	$	12,268

Financial liabilities at fair value:
Common stock warrant liability, warrants exercisable at $20.00 through September 2024	$	-	$	-	$	-	$	-
Common stock warrant liability, warrants exercisable at $56.00 through 5 years after the date such warrants become exercisable, if ever (Private Placement Warrants)		-		-		119		119
Total financial liabilities at fair value	$	-	$	-	$	119	$	119

	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 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 years ended October 31, 2022 and 2021. 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, 2020	$	-		$	17		$	17
Additions		-			5,882			5,882
Exercises		-			-			-
Change in fair value		-			(970	)		(970	)
Fair value at October 31, 2021	$	-		$	4,929		$	4,929
Additions		87			-			87
Change in fair value		(43	)		(4,810	)		(4,853	)
Redemption		(44	)		-			(44	)
Fair value at October 31, 2022	$	-		$	119		$	119

- 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, 2022

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 $92,000 and $78,000 for each of the years ended October 31, 2022 and 2021, respectively. These amounts were charged to the consolidated statement of operations. The employer contributions vest immediately.

SUBSEQUENT EVENTS

12 Months Ended

Oct. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

On December 1, 2022, the Company entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with Kenneth A. Berlin, its President and Chief Executive Officer, who is an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell ten (10) shares of the Company’s Series E Preferred Stock, par value $0.001 per share (the “Preferred Stock”), to the Purchaser for $1,000 per share in cash. The sale closed on December 1, 2022.

Also on December 1, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of Preferred Stock. The Certificate of Designation provides that ten (10) shares of Preferred Stock will have 200,000,000 votes each and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to change the name of the Company and to effect a reverse stock split of the Company’s common shares. The Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware.

The Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled to receive dividends of any kind.

The outstanding shares of Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Preferred Stock will receive consideration of $1,000 per share in cash.

As disclosed in Note 1, on October 18, 2022, the Company entered into a Merger Agreement with Old Ayala including terms that Old Ayala will continue as the surviving company and a wholly-owned subsidiary of New Ayala.

On January 13, 2023, the OldAyala stockholders approved the Merger Agreement and the Merger closed on January 19, 2023.

Also on January 13, 2023, the Company’s stockholders approved a reverse stock split of the common stock at a ratio to be determined by the Board of Directors within a range of one-for-two to one-for-ten (or any number in between), without reducing the authorized number of shares of the common stock, to be effected in the sole discretion of the Board of Directors at any time within one year of the date of the Special Meeting without further approval or authorization of our stockholders. The Company’s stockholders also approved an amendment to the Charter to change the corporate name from “Advaxis, Inc.” to “Ayala Pharmaceuticals, Inc.”.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Oct. 31, 2022

Accounting Policies [Abstract]

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.

Revenue Recognition

Revenue Recognition

Collaborative Arrangements

Collaborative Arrangements

Cash and Cash Equivalents

Cash and Cash Equivalents

Restricted Cash

Restricted Cash

Concentration of Credit Risk

Concentration of Credit Risk

Deferred Expenses

Deferred Expenses

Property and Equipment

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 Income (Loss) per Share

Net Income (Loss) per Share

	As of October 31,
	2022		2021
Warrants		377,818		377,818
Stock options		11,118		11,192
Total		388,936		389,010

Research and Development Expenses

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.

Convertible Preferred Stock

Convertible Preferred Stock

Derivative Financial Instruments

Derivative Financial Instruments

Income Taxes

Income Taxes

Reverse Stock Split

Reverse Stock Split

Recent Accounting Standards

Recent Accounting Standards

Business Combinations

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Oct. 31, 2022

Accounting Policies [Abstract]

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE

	As of October 31,
	2022		2021
Warrants		377,818		377,818
Stock options		11,118		11,192
Total		388,936		389,010

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Oct. 31, 2022

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

SCHEDULE OF PROPERTY AND EQUIPMENT

	2022			2021
	October 31,
	2022			2021
Laboratory Equipment	$	94		$	179
Computer equipment		24			241
Total property and equipment		118			420
Accumulated depreciation and amortization		(80	)		(302	)
Net property and equipment	$	38		$	118

INTANGIBLE ASSETS (Tables)

12 Months Ended

Oct. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

SUMMARY OF INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands):

SUMMARY OF INTANGIBLE ASSETS

	2022		2021
	October 31,
	2022		2021
Patents	$	95	$	4,836
License		15		777
Software		-		98
Total intangibles		110		5,711
Accumulated amortization		-		(2,357	)
Net intangible assets	$	110	$	3,354

SCHEDULE OF CARRYING VALUE OF INTANGIBLE ASSETS

At October 31, 2022, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows (in thousands):

		1
2023	$	66
2024		44
Total	$	110

ACCRUED EXPENSES (Tables)

12 Months Ended

Oct. 31, 2022

Payables and Accruals [Abstract]

SUMMARY OF ACCRUED EXPENSES

The following table represents the major components of accrued expenses (in thousands):

SUMMARY OF ACCRUED EXPENSES

	2022		2021
	October 31,
	2022		2021
Salaries and other compensation	$	92	$	55
Vendors		1,151		1,968
Professional fees		707		613
Other		200		200
Total accrued expenses	$	2,150	$	2,836

LEASES (Tables)

12 Months Ended

Oct. 31, 2022

Leases

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET RELATED TO LEASES

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

	October 31, 2022		October 31, 2021
Operating leases:
Operating lease right-of-use assets	$	12	$	40

Operating lease liability	$	12	$	28
Operating lease liability, net of current portion		-		12
Total operating lease liabilities	$	12	$	40

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 Fiscal Year Ended October 31, 2022		For the Fiscal Year Ended October 31, 2021
Operating lease cost	General and administrative	$	29	$	1,302
Short-term lease cost	General and administrative		-		14
Variable lease cost	General and administrative		47		180
Total lease expense		$	76	$	1,496

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES

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

	October 31, 2022			October 31, 2021
Weighted-average remaining lease term		0.4 years			1.4 years
Weighted-average discount rate		3.79	%		3.79	%

SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES

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

		For the Fiscal Year Ended October 31, 2022				For the Fiscal Year Ended October 31, 2021
Cash paid for operating lease liabilities		$	29			$	547

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES

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


Fiscal Year ending October 31,
2023	$	13
Less: Imputed interest		(1	)
Total	$	12

COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY (Tables)

12 Months Ended

Oct. 31, 2022

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

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, 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
Outstanding and exercisable warrants at October 31, 2022		377,818		$	53.49		4.09	$	-

SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY

In measuring the warrant liability for the September 2018 Public Offering warrants at October 31, 2022 and 2021, the Company used the following inputs in its Monte Carlo simulation model:

	October 31, 2022			October 31, 2021
Exercise Price	$	20.00		$	24.00
Stock Price	$	1.86		$	38.80
Expected Term		1.86 years			2.87 years
Volatility %		113	%		123	%
Risk Free Rate		4.66	%		0.77	%

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 October 31, 2022 and 2021, the Company used the following inputs in its Black Scholes model:

	October 31, 2022			October 31, 2021
Exercise Price	$	56.00		$	56.00
Stock Price	$	1.86		$	38.80
Expected Term		5.00 years			5.00 years
Volatility %		114	%		106	%
Risk Free Rate		4.45	%		1.18	%

TEMPORARY EQUITY (Tables)

12 Months Ended

Oct. 31, 2022

Temporary Equity

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	%

SHARE BASED COMPENSATION (Tables)

12 Months Ended

Oct. 31, 2022

Share-Based Payment Arrangement [Abstract]

SUMMARY OF SHARE BASED COMPENSATION EXPENSE

The following table summarizes share-based compensation expense included in the consolidated statement of operations by expense category for the years ended October 31, 2022 and 2021 (in thousands):

	Year Ended October 31,
	2022		2021
Research and development	$	47	$	164
General and administrative		50		402
Total	$	97	$	566

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, 2022 and 2021 is as follows:

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

Balance at October 31, 2020 69 $ 1,946

Vested (69 ) 1,944

Balance at October 31, 2021 - $ -

Vested - -

Balance at October 31, 2022 - $ -

SUMMARY OF CHANGES IN STOCK OPTION PLAN

A summary of changes in the stock option plan for the years ended October 31, 2022 and 2021 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, 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		7.80	$	27
Cancelled or expired		(74	)		22,200.00
Outstanding as of October 31, 2022		11,118			1,412.82		6.81		-
Vested and exercisable at October 31, 2022		8,689		$	1,795.09		6.55	$	-

SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS

The following table summarizes information about the outstanding and exercisable stock options at October 31, 2022:

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-$50.00		4,241		7.61	$	32.53	$	-		3,162		7.47	$	31.31	$	-
$	50.01-100.00		4,174		7.49	$	53.33	$	-		2,824		7.48	$	53.58	$	-
$	100.01-20,664.00		2,703		4.50	$	5,677.84	$	-		2,703		4.50	$	5,677.84	$	-

SUMMARY OF FAIR VALUE OF STOCK OPTIONS GRANTED OF BSM

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
Expected term		6 years
Expected volatility		103.27	%
Expected dividends		0	%
Risk free interest rate		0.53	%

INCOME TAXES (Tables)

12 Months Ended

Oct. 31, 2022

Income Tax Disclosure [Abstract]

SCHEDULE OF INCOME TAX PROVISION (BENEFIT)

The income tax provision (benefit) consists of the following (in thousands):

	October 31, 2022			October 31, 2021
Federal
Current	$	-		$	-
Deferred		(3,990	)		141
State and Local
Current		-			-
Deferred		(1,289	)		131
Foreign
Current		50			50
Deferred		-			-
Change in valuation allowance		5,279			(272	)
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):

	October 31, 2022			October 31, 2021
	Years Ended
	October 31, 2022			October 31, 2021
Deferred Tax Assets
Net operating loss carryovers	$	38,294		$	32,971
Stock-based compensation		4,160			4,566
Research and development credits		11,721			11,371
Capitalized R&D costs		13,590			14,536
Adoption of ASC 842 – Lease Liability		3			11
Other deferred tax assets		129			92
Total deferred tax assets	$	67,897		$	63,547
Valuation allowance		(67,852	)		(62,573	)
Deferred tax asset, net of valuation allowance	$	45		$	974

Deferred Tax Liabilities
Adoption of ASC 842 – ROU Asset		(3	)		(11	)
Patent cost		(31	)		(943	)
Other deferred tax liabilities		(11	)		(20	)
Total deferred tax liabilities	$	(45	)	$	(974	)
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:

	October 31, 2022			October 31, 2021
	Years Ended
	October 31, 2022			October 31, 2021
US Federal statutory rate		21.00	%		21.00	%
State income tax, net of federal benefit		9.02			(0.73	)
Merger costs		0.55			(1.68	)
Other permanent differences		-			(0.02	)
Research and development credits		2.31			3.09
Warrant Liability		7.12			1.14
Foreign taxes		(0.35	)		(0.28	)
Change in valuation allowance		(36.90	)		1.52
Stock option expirations		(3.10	)		(24.32	)
Income tax (provision) benefit		(0.35	)%		(0.28	)%

FAIR VALUE (Tables)

12 Months Ended

Oct. 31, 2022

Fair Value Disclosures [Abstract]

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of October 31, 2022 and October 31, 2021 (in thousands):

	Level 1		Level 2		Level 3		Total
Fair Value Measured at October 31, 2022
	Level 1		Level 2		Level 3		Total
Financial assets at fair value:
Cash equivalents (money market funds)	$	12,268	$	-	$	-	$	12,268
Total Financial Assets at Fair Value	$	12,268	$	-	$	-	$	12,268

Financial liabilities at fair value:
Common stock warrant liability, warrants exercisable at $20.00 through September 2024	$	-	$	-	$	-	$	-
Common stock warrant liability, warrants exercisable at $56.00 through 5 years after the date such warrants become exercisable, if ever (Private Placement Warrants)		-		-		119		119
Total financial liabilities at fair value	$	-	$	-	$	119	$	119

	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 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

SCHEDULE OF FAIR VALUE MEASURING UNOBSERVABLE INPUTS


	Preferred Stock Redemption Liability			Warrant Liabilities			Total
Fair value at October 31, 2020	$	-		$	17		$	17
Additions		-			5,882			5,882
Exercises		-			-			-
Change in fair value		-			(970	)		(970	)
Fair value at October 31, 2021	$	-		$	4,929		$	4,929
Additions		87			-			87
Change in fair value		(43	)		(4,810	)		(4,853	)
Redemption		(44	)		-			(44	)
Fair value at October 31, 2022	$	-		$	119		$	119

NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 18, 2022	Oct. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value	$ 0.001		$ 0.001
Stock issued during period, shares, new issues	0.1874
Cash and cash equivalents	$ 25,208		$ 41,614
Merger Agreement [Member] \| Merger Sub Inc and Ayala Pharmaceuticals Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of outstanding shares		37.50%
Merger Agreement [Member] \| Ayala Pharmaceuticals Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of outstanding shares		62.50%

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE (Details) - shares	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	388,936	389,010
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	377,818	377,818
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	11,118	11,192

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)				12 Months Ended
	Aug. 16, 2022	Jun. 03, 2022	Mar. 31, 2022	Oct. 31, 2022	Jan. 31, 2022	Oct. 31, 2021
Property, Plant and Equipment [Line Items]
Cash equivalent				$ 12,300,000		$ 17,200,000
Concentration of credit risk amount				$ 25,000,000.0
Alternative minimum tax, rate	15.00%
Alternative minimum tax	$ 1,000,000,000
Surcharge on corporate stock buybacks, percentage	1.00%
Stockholders' equity note, stock split			1 for 20 to 1 for 80
Board of Directors Chairman [Member]
Property, Plant and Equipment [Line Items]
Stockholders' equity note, stock split		1 for 80
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
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
Series D Preferred Stock Redemption [Member]
Property, Plant and Equipment [Line Items]
Restricted cash					$ 5,250,000

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Oct. 31, 2022	Oct. 31, 2021
Property, Plant and Equipment [Abstract]
Laboratory Equipment	$ 94	$ 179
Computer equipment	24	241
Total property and equipment	118	420
Accumulated depreciation and amortization	(80)	(302)
Net property and equipment	$ 38	$ 118

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Depreciation expense	$ 53	$ 387
Gain loss on sale of property plant equipment	8	(1,439)
Gain loss on sale of property plant equipment	$ (8)	1,439
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		891
Gain loss on sale of property plant equipment		(891)
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		548
Gain loss on sale of property plant equipment		$ (548)

SUMMARY OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Oct. 31, 2022	Oct. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	$ 95	$ 4,836
License	15	777
Software		98
Total intangibles	110	5,711
Accumulated amortization		(2,357)
Net intangible assets	$ 110	$ 3,354

SCHEDULE OF CARRYING VALUE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Oct. 31, 2022	Oct. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 66
2024	44
Net intangible assets	$ 110	$ 3,354

INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Oct. 31, 2022	Oct. 31, 2021
Goodwill [Line Items]
Book value patent applications, net	$ 159,000	$ 94,000
Intangible asset amortization expense	233,000	273,000
Asset impairment charges	3,053,000
Intellectual Property [Member]
Goodwill [Line Items]
Asset impairment charges	3,052,000
General and Administrative Expense [Member]
Goodwill [Line Items]
Book value patent applications, net	159,000	94,000
Intangible asset amortization expense	$ 233,000	$ 273,000

SUMMARY OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Oct. 31, 2022	Oct. 31, 2021
Payables and Accruals [Abstract]
Salaries and other compensation	$ 92	$ 55
Vendors	1,151	1,968
Professional fees	707	613
Other	200	200
Total accrued expenses	$ 2,150	$ 2,836

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET RELATED TO LEASES (Details) - USD ($)	Oct. 31, 2022	Oct. 31, 2021	Sep. 30, 2021	Mar. 26, 2021
Leases
Operating lease right-of-use assets	$ 12,000	$ 40,000	$ 43,000	$ 4,512,000
Operating lease liability	12,000	28,000
Operating lease liability, net of current portion		12,000
Total operating lease liabilities	$ 12,000	$ 40,000	$ 43,000	$ 5,628,000

SCHEDULE OF LEASE EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Total lease expense	$ 76	$ 1,496
General and Administrative Expense [Member]
Operating lease cost	29	1,302
Short-term lease cost		14
Variable lease cost	$ 47	$ 180

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details)	Oct. 31, 2022	Oct. 31, 2021
Leases
Weighted-average remaining lease term	4 months 24 days	1 year 4 months 24 days
Weighted-average discount rate	3.79%	3.79%

SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Leases
Cash paid for operating lease liabilities	$ 29	$ 547

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES (Details) - USD ($)	Oct. 31, 2022	Oct. 31, 2021	Sep. 30, 2021	Mar. 26, 2021
Leases
2023	$ 13,000
Less: Imputed interest	(1,000)
Total operating lease liabilities	$ 12,000	$ 40,000	$ 43,000	$ 5,628,000

LEASES (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
LEASES (Details Narrative) - USD ($)	Mar. 26, 2021	Sep. 30, 2021	Oct. 31, 2022	Oct. 31, 2021	Mar. 25, 2021
Leases
Lease expiration date			November 2025
Lease termination	$ 1,000,000
Security deposit	182,000
Net payment for termination fee	818,000
Operating lease, right of use asset	4,512,000	$ 43,000	$ 12,000	$ 40,000
Operating lease liability	5,628,000	$ 43,000	$ 12,000	$ 40,000
Net gain on leases	$ 116,000
Payment of rent					$ 29,000
Lessee finance lease renewal term date		Mar. 25, 2023

SCHEDULE OF COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Offsetting Assets [Line Items]
Exercise price	$ 20.00	$ 24.00
Number of shares underlying warrants	377,818	377,818
Warrants, Outstanding and exercisable warrants, Beginning balance	377,818	4,971
Weighted Average Exercise Price, Outstanding and exercisable warrants, Beginning	$ 53.49	$ 6.40
Weighted Average Remaining Contractual Life In Years, Outstanding and exercisable warrants, Beginning balance	4 years 7 months 17 days	3 years 9 months 3 days
Aggregate Intrinsic Value, Beginning	$ 631,089	$ 110,640
Warrants, Issued		603,190
Weighted Average Exercise Price, Issued		$ 38.40
Warrants, Exercised		(230,343)
Weighted Average Exercise Price, Exercised		$ 16.00
Warrants, Outstanding and exercisable warrants, Ending balance	377,818	377,818
Weighted Average Exercise Price, Outstanding and exercisable warrants, Ending	$ 53.49	$ 53.49
Weighted Average Remaining Contractual Life In Years, Outstanding and exercisable warrants, Ending balance	4 years 1 month 2 days
Aggregate Intrinsic Value, Ending		$ 631,089
Exercise Price Range One [Member]
Offsetting Assets [Line Items]
Exercise price	$ 20.00	$ 20.00
Number of shares underlying warrants	879	879
Expiration date	September 2024	September 2024
Type of financing	September 2018 Public Offering	September 2018 Public Offering
Exercise Price Range Two [Member]
Offsetting Assets [Line Items]
Exercise price	$ 224.00	$ 224.00
Number of shares underlying warrants	4,092	4,092
Expiration date	July 2024	July 2024
Type of financing	July 2019 Public Offering	July 2019 Public Offering
Exercise Price Range Three [Member]
Offsetting Assets [Line Items]
Exercise price	$ 28.00	$ 28.00
Number of shares underlying warrants	57,230	57,230
Expiration date	November 2025	November 2025
Type of financing	November 2020 Public Offering	November 2020 Public Offering
Exercise Price Range Four [Member]
Offsetting Assets [Line Items]
Exercise price	$ 56.00	$ 56.00
Number of shares underlying warrants	140,552	140,552
Expiration date	April 2026	April 2026
Type of financing	April 2021 Registered Direct Offering (Accompanying Warrants)	April 2021 Registered Direct Offering (Accompanying Warrants)
Exercise Price Range Five [Member]
Offsetting Assets [Line Items]
Exercise price	$ 56.00	$ 56.00
Number of shares underlying warrants	175,065	175,065
Expiration date	5 years after the date such warrants become exercisable, if ever	5 years after the date such warrants become exercisable, if ever
Type of financing	April 2021 Private Placement (Private Placement Warrants)	April 2021 Private Placement (Private Placement Warrants)

SCHEDULE OF ASSUMPTIONS USED IN WARRANT LIABILITY (Details)	Oct. 31, 2022 $ / shares	Oct. 31, 2021 $ / shares	Nov. 30, 2020
Exercise Price	$ 20.00	$ 24.00
Private Placement [Member]
Exercise Price	56.00	$ 56.00
Expected term		5 years	5 years
Warrant Liability [Member]
Exercise Price	20.00	$ 24.00
Stock Price	$ 1.86	$ 38.80
Warrant Liability [Member] \| Measurement Input, Expected Term [Member]
Expected term	1 year 10 months 9 days	2 years 10 months 13 days
Warrant Liability [Member] \| Measurement Input, Price Volatility [Member]
Measurement input percentage	1.13	1.23
Warrant Liability [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Measurement input percentage	0.0466	0.0077
Warrant Liability [Member] \| Private Placement [Member]
Exercise Price	$ 56.00	$ 56.00
Stock Price	$ 1.86	$ 38.80
Warrant Liability [Member] \| Private Placement [Member] \| Measurement Input, Expected Term [Member]
Expected term	5 years
Warrant Liability [Member] \| Private Placement [Member] \| Measurement Input, Price Volatility [Member]
Measurement input percentage	1.14	1.06
Warrant Liability [Member] \| Private Placement [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Measurement input percentage	0.0445	0.0118

COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2020	Oct. 31, 2022	Oct. 31, 2021	Jun. 03, 2021	Apr. 30, 2021
Warrants to purchase common stock		377,818	377,818
Warrant exercise price per share		$ 20.00	$ 24.00
Common Stock, Par or Stated Value Per Share		$ 0.001	$ 0.001
Common stock, shares authorized		170,000,000	170,000,000
Number of shares authorized					300,000,000
Common stock, shares unauthorized to increase				300,000,000
Fair value of the warrant liability		$ 119,000	$ 4,929,000
Income on fair value of warrants		$ 4,810,000	970,000
IPO [Member]
Proceeds from issuance initial public offering	$ 9,200,000		$ 3,800,000
Private Placement [Member]
Warrants to purchase common stock	191,677
Warrant exercise price per share		$ 56.00	$ 56.00
Warrant [Member]
Number of warrants to purchase common stock		377,818	377,818
Warrants to purchase common stock		377,818	377,818
Warrant [Member] \| IPO [Member]
Warrants to purchase common stock			134,437
Warrant [Member] \| Minimum [Member]
Warrant exercise price per share		$ 20.00	$ 20.00
Warrant [Member] \| Maximum [Member]
Warrant exercise price per share		224.00	$ 224.00
Equity Warrants [Member]
Number of warrants to purchase common stock			377,818
Warrants to purchase common stock			201,874
Common Stock [Member] \| IPO [Member]
Warrants to purchase common stock			134,437
Pre Funded Warrant [Member] \| IPO [Member]
Pre funded warrants			95,899
Pre funded warrants			95,899
Warrant Liability [Member]
Warrant exercise price per share		$ 20.00	$ 24.00
Warrant Liability [Member] \| Private Placement [Member]
Number of warrants to purchase common stock		377,818	377,818
Warrants to purchase common stock		175,944	175,944
Warrant exercise price per share		$ 56.00	$ 56.00
Warrant Liability [Member] \| Minimum [Member]
Warrant exercise price per share		20.00
Warrant Liability [Member] \| Maximum [Member]
Warrant exercise price per share		$ 1,800.00

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

TEMPORARY EQUITY (Details Narrative) - USD ($)				12 Months Ended
TEMPORARY EQUITY (Details Narrative) - USD ($)	Jul. 31, 2022	Apr. 06, 2022	Jan. 31, 2022	Oct. 31, 2022	Oct. 31, 2021	Nov. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares, new issues				0.1874
Stock issued during period value new issues					$ 22,233,000
Temporary equity, carrying amount, attributable to parent
Series D Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period value new issues		$ 1,025,000
Temporary equity stock stated value accumulated dividends		105.00%
Preferred stock, redemption amount		$ 44,000	$ 87,000
Temporary equity shares outstanding		1,000,000
Temporary equity par value		$ 5.00
Other paid in capital		$ 44,000
Income				$ 43,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Share purchase price						$ 28.00
Private Placement [Member] \| Institutional Investors [Member] \| Series D Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares, new issues			1,000,000
Stock issued during period value new issues	$ 5,000,000
Share purchase price				$ 4.75
Issue discount				5.00%
Preferred stock conversion price				$ 20.00
Temporary equity stock stated value accumulated dividends				105.00%
Temporary equity stock stated value accumulated dividends on extension				110.00%
Proceeds from offering			$ 4,312,000	$ 4,300,000
Temporary equity, carrying amount, attributable to parent			4,225,000
Preferred stock, redemption amount			$ 87,000

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	1 Months Ended				12 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Apr. 30, 2021	Mar. 31, 2021	Nov. 30, 2020	May 31, 2020	Oct. 31, 2021	Oct. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock, par value					$ 0.001	$ 0.001
Warrants to purchase common stock					377,818	377,818
Warrant exercise price per share					$ 24.00	$ 20.00
Common stock, authorized					170,000,000	170,000,000
Number of shares authorized	300,000,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock shares sold			383,333
Share price per share			$ 24.00
Gross proceeds from offerings			$ 9,200,000		$ 3,800,000
Net proceeds from offerings			$ 8,500,000
IPO [Member] \| Securities Purchase Agreements [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock shares sold	219,718
Common stock, par value	$ 0.001
Share price per share	$ 63.37
Pre-funded warrants to purchase common shares	95,899
Outstanding common stock percentage	9.99%
IPO [Member] \| Securities Purchase Agreements [Member] \| Pre Funded Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Share price per share	$ 63.29
Prefunded warrants exercise price per share	0.001
Warrant exercise price per share	$ 56.00
IPO [Member] \| Securities Purchase Agreements [Member] \| Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase common stock	140,552
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase common stock			191,677
Warrant exercise price per share					$ 56.00	$ 56.00
Warrants exercise price			$ 28.00
Warrants term			5 years		5 years
Private Placement [Member] \| Securities Purchase Agreements [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price per share	$ 56.00
Number of warrants to purchase common stock	175,065
Number of warrants exercisable to common stock	175,065
ATM Program [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock shares sold		11,076
Share price per share		$ 68.80
Gross proceeds from offerings		$ 762,000		$ 40,000,000
Net proceeds from offerings		737,000
Net of commissions		$ 25,000

SUMMARY OF SHARE BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 97	$ 566
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	47	164
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 50	$ 402

SUMMARY OF RSU ACTIVITY AND RELATED INFORMATION (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSUs, Unvested Beginning Balance		69
Weighted-Average Grant Date Fair Value, Unvested Beginning Balance		$ 1,946
Number of RSUs, Vested		(69)
Weighted-Average Grant Date Fair Value, Vested		$ 1,944
Number of RSUs, Unvested Ending Balance
Weighted-Average Grant Date Fair Value, Unvested Ending Balance

SUMMARY OF CHANGES IN STOCK OPTION PLAN (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Share-Based Payment Arrangement [Abstract]
Shares Outstanding, Beginning Balance	11,192	12,669
Weighted Average Exercise Price, Outstanding, Beginning	$ 1,550.26	$ 2,676.78
Weighted Average Remaining Contractual Life In Years, Outstanding, Beginning balance	7 years 9 months 18 days	8 years 14 days
Aggregate Intrinsic Value, Beginning	$ 27	$ 4
Shares, Granted		625
Weighted Average Exercise Price, Granted		$ 31.20
Shares, Exercised		(4)
Weighted average exercise price, Exercised		$ 24.00
Shares, Cancelled or Expired	(74)	(2,098)
Weighted Average Exercise Price, Cancelled or Expired	$ 22,200.00	$ 7,903.21
Shares, Outstanding, Ending Balance	11,118	11,192
Weighted Average Exercise Price, Outstanding, Ending	$ 1,412.82	$ 1,550.26
Weighted Average Remaining Contractual Life In Years, Outstanding, Ending balance	6 years 9 months 21 days
Aggregate Intrinsic Value, Ending		$ 27
Shares, Vested and Exercisable	8,689
Weighted Average Exercise Price, Vested and Exercisable	$ 1,795.09
Weighted Average Remaining Contractual Life In Years, Vested and Exercisable	6 years 6 months 18 days
Aggregate Intrinsic Value, Vested and Exercisable

SUMMARY OF OUTSTANDING AND EXERCISABLE OPTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Offsetting Assets [Line Items]
Intrinsic Value, Options Outstanding, Intrinsic Value		$ 27	$ 4
Intrinsic Value, Options Exercisable, Intrinsic Value
Exercise Price Range One [Member]
Offsetting Assets [Line Items]
Exercise Price Range, lower limit	$ 24.00
Exercise Price Range, upper limit	$ 50.00
Number Outstanding, Options Outstanding	4,241
Weighted Average Remaining Contractual, Options Outstanding	7 years 7 months 9 days
Weighted Average Exercise Price, Options Outstanding	$ 32.53
Intrinsic Value, Options Outstanding, Intrinsic Value
Number Outstanding, Options Exercisable	3,162
Weighted Average Remaining Contractual Term Exercisable, Options Exercisable	7 years 5 months 19 days
Weighted Average Exercise Price, Options Exercisable	$ 31.31
Intrinsic Value, Options Exercisable, Intrinsic Value
Exercise Price Range Two [Member]
Offsetting Assets [Line Items]
Exercise Price Range, lower limit	$ 50.01
Exercise Price Range, upper limit	$ 100.00
Number Outstanding, Options Outstanding	4,174
Weighted Average Remaining Contractual, Options Outstanding	7 years 5 months 26 days
Weighted Average Exercise Price, Options Outstanding	$ 53.33
Intrinsic Value, Options Outstanding, Intrinsic Value
Number Outstanding, Options Exercisable	2,824
Weighted Average Remaining Contractual Term Exercisable, Options Exercisable	7 years 5 months 23 days
Weighted Average Exercise Price, Options Exercisable	$ 53.58
Intrinsic Value, Options Exercisable, Intrinsic Value
Exercise Price Range Three [Member]
Offsetting Assets [Line Items]
Exercise Price Range, lower limit	$ 100.01
Exercise Price Range, upper limit	$ 20,664.00
Number Outstanding, Options Outstanding	2,703
Weighted Average Remaining Contractual, Options Outstanding	4 years 6 months
Weighted Average Exercise Price, Options Outstanding	$ 5,677.84
Intrinsic Value, Options Outstanding, Intrinsic Value
Number Outstanding, Options Exercisable	2,703
Weighted Average Remaining Contractual Term Exercisable, Options Exercisable	4 years 6 months
Weighted Average Exercise Price, Options Exercisable	$ 5,677.84
Intrinsic Value, Options Exercisable, Intrinsic Value

SUMMARY OF FAIR VALUE OF STOCK OPTIONS GRANTED OF BSM (Details)	12 Months Ended
	Oct. 31, 2021
Share-Based Payment Arrangement [Abstract]
Expected term	6 years
Expected volatility	103.27%
Expected dividends	0.00%
Risk free interest rate	0.53%

SHARE BASED COMPENSATION (Details Narrative) - USD ($)	12 Months Ended
SHARE BASED COMPENSATION (Details Narrative) - USD ($)	Oct. 31, 2022	Oct. 31, 2021	Jan. 02, 2022	Jan. 02, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued during period, shares, new issues	0.1874
Granted stock options to purchase common stock		625
Stock options term	7 years 9 months 18 days	8 years 14 days
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of RSU		$ 3,000
Employee Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation, common stock, shares	0	69
Stock compensation expense	$ 0	$ 67,000
2015 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued during period, shares, new issues	79,165
Common stock reserved for issuance under plan			2,083	2,083
Shares available for issuance	66,191
2015 Plan [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued during period, shares, new issues	542
Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock compensation expense	$ 97,000	$ 499,000
Granted stock options to purchase common stock		625
Stock options term		10 years
Stock options vesting period		3 years
Stock options exercise price		$ 31.20
Fair value, grant		$ 24.80
Intrinsic value of options exercised		$ 162
Unrecognized cost	$ 54,000
Vesting period	8 months 23 days
2018 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Employee stock purchase 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.
Stock issued during the period	0	12

LICENSING AGREEMENTS (Details Narrative) - USD ($)		1 Months Ended				12 Months Ended
LICENSING AGREEMENTS (Details Narrative) - USD ($)	Apr. 30, 2020	May 31, 2021	Apr. 30, 2021	Jan. 31, 2021	Dec. 31, 2020	Oct. 31, 2022	Oct. 31, 2021
Global BioPharma, Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue						$ 250,000	$ 250,000
OS Therapies [Member] \| Within Five Business Days [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Funding milestone payment						2,337,500
Non-refundable and non-creditable payment						1,550,000
Development, License and Supply Agreement [Member] \| OS Therapies [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue	$ 25,000		$ 1,375,000	$ 1,615,000	$ 1,615,000
Funding milestone payment						2,337,500
Upfront fees						$ 1,550,000
Amount received		$ 1,375,000		$ 1,615,000	$ 1,615,000

SCHEDULE OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Income Tax Disclosure [Abstract]
Current
Deferred	(3,990)	141
Current
Deferred	(1,289)	131
Current	50	50
Deferred
Change in valuation allowance	5,279	(272)
Income tax provision (benefit)	$ 50,000	$ 50,000

- Definition

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

+ References + Details

SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) (Details) - USD ($) $ in Thousands	Oct. 31, 2022	Oct. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carryovers	$ 38,294	$ 32,971
Stock-based compensation	4,160	4,566
Research and development credits	11,721	11,371
Capitalized R&D costs	13,590	14,536
Adoption of ASC 842 – Lease Liability	3	11
Other deferred tax assets	129	92
Total deferred tax assets	67,897	63,547
Valuation allowance	(67,852)	(62,573)
Deferred tax asset, net of valuation allowance	45	974
Adoption of ASC 842 – ROU Asset	(3)	(11)
Patent cost	(31)	(943)
Other deferred tax liabilities	(11)	(20)
Total deferred tax liabilities	(45)	(974)
Net deferred tax asset (liability)

SCHEDULE OF EXPECTED TAX (EXPENSE) BENEFIT BASED ON STATUTORY RATE WITH ACTUAL TAX EXPENSE BENEFIT (Details)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Income Tax Disclosure [Abstract]
US Federal statutory rate	21.00%	21.00%
State income tax, net of federal benefit	9.02%	(0.73%)
Merger costs	0.55%	(1.68%)
Other permanent differences		(0.02%)
Research and development credits	2.31%	3.09%
Warrant Liability	7.12%	1.14%
Foreign taxes	(0.35%)	(0.28%)
Change in valuation allowance	(36.90%)	1.52%
Stock option expirations	(3.10%)	(24.32%)
Income tax (provision) benefit	(0.35%)	(0.28%)

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Oct. 31, 2022	Oct. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carry-forward	$ 333,600,000	$ 314,800,000
Net operating loss and deferred tax asset does not include nol's	$ 75,300,000
Operating loss expiration year	2038
New jersey state net operating loss carryovers	$ 172,900,000	153,700,000
Interest or penalties on unpaid tax	$ 0	$ 0
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) - USD ($)	Oct. 31, 2022	Oct. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets at Fair Value	$ 12,268	$ 17,153
Total financial liabilities at fair value	119,000	4,929,000
Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value	119,000	4,902,000
Through September 2024 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value		27,000
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets at Fair Value	12,268	17,153
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets at Fair Value	12,268	17,153
Total financial liabilities at fair value
Fair Value, Inputs, Level 1 [Member] \| Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value
Fair Value, Inputs, Level 1 [Member] \| Through September 2024 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value
Fair Value, Inputs, Level 1 [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets at Fair Value	12,268	17,153
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets at Fair Value
Total financial liabilities at fair value
Fair Value, Inputs, Level 2 [Member] \| Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value
Fair Value, Inputs, Level 2 [Member] \| Through September 2024 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value
Fair Value, Inputs, Level 2 [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets at Fair Value
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets at Fair Value
Total financial liabilities at fair value	119,000	4,929,000
Fair Value, Inputs, Level 3 [Member] \| Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value	119,000	4,902,000
Fair Value, Inputs, Level 3 [Member] \| Through September 2024 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities at fair value		27,000
Fair Value, Inputs, Level 3 [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets at Fair Value

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) (Parenthetical) - $ / shares	Oct. 31, 2022	Oct. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price per share	$ 20.00	$ 24.00
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price per share	$ 56.00	$ 56.00

SCHEDULE OF FAIR VALUE MEASURING UNOBSERVABLE INPUTS (Details) - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at October 31, 2021	$ 4,929	$ 17
Additions	87	5,882
Exercises
Change in fair value	(4,853)	(970)
Redemption	(44)
Fair value at October 31, 2022	119	4,929
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
Exercises
Change in fair value	(43)
Redemption	(44)
Fair value at October 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	17
Additions		5,882
Exercises
Change in fair value	(4,810)	(970)
Redemption
Fair value at October 31, 2022	$ 119	$ 4,929

EMPLOYEE BENEFIT PLAN (Details Narrative) - USD ($)	12 Months Ended
EMPLOYEE BENEFIT PLAN (Details Narrative) - USD ($)	Oct. 31, 2022	Oct. 31, 2021
401(k) Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Defined contribution plan, maximum annual contributions per employee, amount	$ 92,000	$ 78,000

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Dec. 01, 2022	Oct. 31, 2022	Oct. 31, 2021
Subsequent Event [Line Items]
Stock issued during period, shares, new issues		0.1874
Preferred stock, par value		$ 0.001	$ 0.001
Subsequent Event [Member] \| Series E Preferred Stock [Member] \| Kenneth A Berlin [Member]
Subsequent Event [Line Items]
Stock issued during period, shares, new issues	10
Preferred stock, par value	$ 0.001
Price per share	$ 1,000
Voting rights	ten (10) shares of Preferred Stock will have 200,000,000 votes each
Consideration received price per share	$ 1,000