July 25, 2022
VIA EDGAR TRANSMISSION
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Mail Stop 4720
Washington, DC 20549
Attention: Conlon Danberg
Ayala Pharmaceuticals, Inc.
Request for Withdrawal of Registration Statement on Form S-1
File No. 333-266072
Dear Mr. Danberg,
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the Securities Act), Ayala Pharmaceuticals, Inc. (the Company) hereby requests that the Registration Statement on Form S-1 (File No. 333-266072), initially filed with the Securities and Exchange Commission (the Commission) on July 8, 2022 (as amended, the Registration Statement) and all exhibits thereto, be withdrawn effective as of the date hereof or at the earliest practicable date hereafter.
The Company is seeking withdrawal of the Registration Statement because it is no longer pursuing a public offering of securities at this time. The Registration Statement has not been declared effective by the Commission and no securities have been issued or sold under the Registration Statement.
The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, in accordance with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
Please direct any questions or comments regarding this correspondence to our counsel, Keith Halverstam of Latham & Watkins LLP, at (212) 906-1761, or in his absence, Jennifer Yoon at (617) 880-4540,
Thank you for your assistance in this matter.
|Very truly yours,|
|Ayala Pharmaceuticals, Inc.|
|By:||/s/ Yossi Maimon|
|Name: Yossi Maimon|
|Title: Chief Financial Officer|
Peter N. Handrinos, Esq., Latham & Watkins LLP
Keith L. Halverstam, Esq., Latham & Watkins LLP
Jennifer Yoon, Esq., Latham & Watkins LLP