SEC Form SC 13G/A filed by Ayala Pharmaceuticals Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Ayala Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

05465V108

(CUSIP Number)

October 19, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨  Rule 13d-1(b)

¨ Rule 13d-1(c)

x  Rule 13d-1(d)

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Percentage based on 14,833,327 Shares outstanding on October 14, 2022, as reported by the Issuer in its Form 8-K filed with the SEC on October 19, 2022.

(The terms used above are defined in the Explanatory Note of this Schedule 13G Amendment)

(1) Percentage based on 14,833,327 Shares outstanding on October 14, 2022, as reported by the Issuer in its Form 8-K filed with the SEC on October 19, 2022.

(The terms used above are defined in the Explanatory Note of this Schedule 13G Amendment)

EXPLANATORY NOTE

This Amendment No. 1 (this “Schedule 13G Amendment”) to the Schedule 13G filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2021 is being filed on behalf of Novartis AG, a Swiss corporation (“Novartis AG”), and its wholly owned subsidiary Novartis Institutes for BioMedical Research, Inc., a Delaware corporation (“NIBRI”, and together with Novartis AG, the “Reporting Persons”), with respect to the common stock, par value $0.01 per share (the “Shares”), of Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).

Capitalized terms used in this Schedule 13G Amendment which are not defined herein have the meanings given to them in the original Schedule 13G.

Item 1.

Item 2.

Not applicable.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each Reporting Person.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 31, 2022

EXHIBIT INDEX