SEC Company Response from Ayala Pharmaceuticals, Inc. (CIK 0001797336) — May 5, 2020
Ayala Pharmaceuticals, Inc. (CIK 0001797336)
Date: May 5, 2020 · CIK: 0001797336 · Accession: 0001193125-20-133765
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File numbers found in text: 333-236942
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CORRESP 1 filename1.htm CORRESP Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Jefferies LLC 520 Madison Avenue New York, New York 10022 May 5, 2020 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Courtney L. Lindsay II Re: Ayala Pharmaceuticals, Inc. Registration Statement on Form S-1 Registration File No. 333-236942 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Ayala Pharmaceuticals, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement on Form S-1, as amended, so that it becomes effective at 4:00 PM, Eastern Time, on May 7, 2020 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, may orally request via telephone call that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately 600 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from May 4, 2020 through the date hereof, to prospective underwriters, institutions, dealers and others. We, the undersigned, as representatives of the several underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Very truly yours, By: Citigroup Global Markets Inc. By: /s/ Dean Poniros Name: Dean Poniros Title: Vice President By: Jefferies LLC By: /s/ Netanel Ginor Name: Netanel Ginor Title: Head of Israel IB [Signature Page to Underwriters’ Acceleration Request]