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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