Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 15 2023 - 4:11PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING |
OMB
APPROVAL
OMB
Number: 3235-0058
Expires:
April 30, 2025
Estimated
average burden
hours
per response ............ 2.50 |
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SEC
File Number: |
001-36138 |
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CUSIP
Number: |
007624406 |
(Check one): |
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☐ Form 10-K |
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☐ Form 20-F |
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☐ Form 11-K |
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☒ Form 10-Q |
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☐ Form 10-D |
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☐ Form N-CEN |
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☐ Form N-CSR |
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For Period Ended: |
March
31, 2023 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
AYALA
PHARMACEUTICALS, INC.
Full
Name of Registrant
N/A
Former
Name if Applicable
9
Deer Park Drive, Suite K-1
Address
of Principal Executive Office (Street and Number)
MONMOUTH
JUNCTION, NEW JERSEY 08852
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
SEC
1344 (06-19) |
Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays a
currently valid OMB control number. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
The
Company has experienced delays in completing its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, within the
prescribed time period, as the Company is completing the work of reflecting in the disclosure and financial information set forth in
the document the effects of the merger transaction it completed during the quarter. The delay could not be eliminated without unreasonable
effort or expense.
(Attach
extra Sheets if Needed)
PART
IV — OTHER INFORMATION
(1) |
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Name
and telephone number of person to contact in regard to this notification |
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Igor
Gitelman |
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(609) |
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452-9813 |
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(Name) |
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(Area
Code) |
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(Telephone
Number) |
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(2) |
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed ? If answer is no, identify report(s). |
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☒
Yes ☐ No |
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(3) |
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Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
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☒
Yes ☐ No |
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If
so: attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
The
Company estimates revenues, operating loss and net loss for the fiscal quarter ended March 31, 2023 were approximately $4 thousand,
$12.3 million and $8.0 million, respectively. Revenues, operating loss and net loss for the quarter ended March 31, 2022 were $0.5
million, $9.9 million and $10.0 million, respectively. Our operating results for the quarter ended March 31, 2023, were impacted
by an increase in general and administrative expenses of approximately $2.3 million and a net tax benefit of approximately $4.0 million
primarily reflecting the proceeds of the sale of New Jersey tax benefits, netted against the Company’s other tax obligations. |
AYALA
PHARMACEUTICALS, INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date |
May
15, 2023 |
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By |
/s/
Igor Gitelman |
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Igor
Gitelman, Interim Chief Financial Officer |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
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ATTENTION |
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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