Item 4.01 Changes in Registrant's Certifying Accountant.
The financial statements of Old Ayala as of and for the years ended December 31,
2022 and 2021 were audited by Kost, Forer, Gabbay & Kasierer, a Member of EY
Global ("KFGK"). The financial statements of Pre-Merger Advaxis as of and for
the years ended October 31, 2022 and 2021 were audited by Marcum LLP ("Marcum").
After the completion of the Merger, the audit committee of the Registrant's
board of directors (the "Audit Committee"), which has the responsibility to
engage and dismiss the Registrant's auditor under Rule 10A-3(b)(2), made the
decision to continue the engagement of both KFGK and Marcum, KFGK to serve as
the independent registered public accounting firm to audit the consolidated
financial statements of Old Ayala (the accounting acquiror in the Merger) for
the year ended December 31, 2022 and Marcum to serve as the independent
registered public accounting firm to audit the consolidated financial statements
of Pre-Merger Advaxis (the accounting acquiree in the Merger) for the year ended
October 31, 2022.
Dismissal of Independent Registered Public Accounting Firm
On April 5, 2023, the Audit Committee determined to discontinue the engagement
of Marcum as the Registrant's independent registered public accounting firm.
Marcum's audit report on the consolidated financial statements of the Registrant
for the fiscal years ended October 31, 2022 and October 31, 2021 did not contain
an adverse opinion or a disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope or accounting principles, except for an
explanatory paragraph as to the Company's ability to continue as a going
concern. In connection with the audits of the Registrant's consolidated
financial statements for each of the two fiscal years ended October 31, 2022 and
October 31, 2021, and in the subsequent interim period through the date of the
termination of Marcum, there were no disagreements with Marcum on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
Marcum, would have caused Marcum to make reference to the subject matter of the
disagreement in its report on such financial statements.
The Registrant provided Marcum with a copy of this disclosure and requested that
Marcum furnish it with a letter addressed to the SEC stating whether it agrees
with the above statements. Such letter is filed hereunder as Exhibit 16.1.
Engagement of Independent Registered Public Accounting Firm
On April 5, 2023, the Audit Committee approved the engagement of KFGK as the
Registrant's independent registered public accounting firm to audit the
consolidated financial statements of the Registrant for the fiscal year ending
December 31, 2023.
During the two most recent fiscal years of the Registrant and through April 5,
2023, the date of the engagement of KFGK, neither the Registrant nor any person
on its behalf has consulted with KFGK with respect to either (i) the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Registrant's consolidated financial statements or (ii) any matter that was
either the subject of a "disagreement" or a "reportable event" as such terms are
described in Items 304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation
S-K promulgated under the under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(d) Exhibits.
Exhibit No. Description
16.1 Letter from Marcum LLP to the SEC regarding change in certifying
accountants
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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