0001178913-23-003253.txt : 20230929 0001178913-23-003253.hdr.sgml : 20230929 20230929061352 ACCESSION NUMBER: 0001178913-23-003253 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230901 FILED AS OF DATE: 20230929 DATE AS OF CHANGE: 20230929 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Israel Biotech Fund II, L.P. CENTRAL INDEX KEY: 0001782947 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231291691 BUSINESS ADDRESS: STREET 1: 4 OPPENHEIMER ST. CITY: REHOVOT STATE: L3 ZIP: 7670104 BUSINESS PHONE: 972-72-251-4175 MAIL ADDRESS: STREET 1: 4 OPPENHEIMER ST. CITY: REHOVOT STATE: L3 ZIP: 7670104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Israel Biotech Fund I, L.P. CENTRAL INDEX KEY: 0001652458 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231291692 BUSINESS ADDRESS: STREET 1: 4 OPPENHEIMER ST. CITY: REHOVOT STATE: L3 ZIP: 7670104 BUSINESS PHONE: 972-722-514-175 MAIL ADDRESS: STREET 1: 4 OPPENHEIMER ST. CITY: REHOVOT STATE: L3 ZIP: 7670104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Israel Biotech Fund GP Partners II, L.P. CENTRAL INDEX KEY: 0001994923 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231291689 BUSINESS ADDRESS: STREET 1: 4 OPPENHEIMER ST. CITY: REHOVOT STATE: L3 ZIP: 7670104 BUSINESS PHONE: 011-972-722-514-175 MAIL ADDRESS: STREET 1: 4 OPPENHEIMER ST. CITY: REHOVOT STATE: L3 ZIP: 7670104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: I.B.F. Management Ltd. CENTRAL INDEX KEY: 0001994849 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231291688 BUSINESS ADDRESS: STREET 1: 4 OPPENHEIMER ST. CITY: REHOVOT STATE: L3 ZIP: 7670104 BUSINESS PHONE: 011-972-722-514-175 MAIL ADDRESS: STREET 1: 4 OPPENHEIMER ST. CITY: REHOVOT STATE: L3 ZIP: 7670104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Israel Biotech Fund GP Partners, L.P. CENTRAL INDEX KEY: 0001994922 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231291690 BUSINESS ADDRESS: STREET 1: 4 OPPENHEIMER ST. CITY: REHOVOT STATE: L3 ZIP: 7670104 BUSINESS PHONE: 011-972-722-514-175 MAIL ADDRESS: STREET 1: 4 OPPENHEIMER ST. CITY: REHOVOT STATE: L3 ZIP: 7670104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ayala Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001100397 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 841521955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9 DEER PARK DRIVE STREET 2: SUITE K-1 CITY: MONMOUTH JUNCTION STATE: NJ ZIP: 08852 BUSINESS PHONE: 732 545 1590 MAIL ADDRESS: STREET 1: 9 DEER PARK DRIVE STREET 2: SUITE K-1 CITY: MONMOUTH JUNCTION STATE: NJ ZIP: 08852 FORMER COMPANY: FORMER CONFORMED NAME: Advaxis, Inc. DATE OF NAME CHANGE: 20050105 FORMER COMPANY: FORMER CONFORMED NAME: GREAT EXPECTATIONS & ASSOCIATES INC DATE OF NAME CHANGE: 19991203 4/A 1 ownership.xml X0508 4/A 2023-09-01 2023-09-11 0 0001100397 Ayala Pharmaceuticals, Inc. ADXS 0001652458 Israel Biotech Fund I, L.P. 75 FORT STREET, CLIFTON HOUSE, PO BOX, 1350 GRAND CAYMAN E9 KY1-1108 CAYMAN ISLANDS 0 0 1 0 0001782947 Israel Biotech Fund II, L.P. 75 FORT STREET, CLIFTON HOUSE, PO BOX, 1350 GRAND CAYMAN E9 KY1-1108 CAYMAN ISLANDS 0 0 1 0 0001994922 Israel Biotech Fund GP Partners, L.P. 75 FORT STREET, CLIFTON HOUSE, PO BOX, 1350 GRAND CAYMAN E9 KY1-1108 CAYMAN ISLANDS 0 0 1 0 0001994923 Israel Biotech Fund GP Partners II, L.P. 75 FORT STREET, CLIFTON HOUSE, PO BOX, 1350 GRAND CAYMAN E9 KY1-1108 CAYMAN ISLANDS 0 0 1 0 0001994849 I.B.F. Management Ltd. 4 OPPENHEIMER ST. REHOVOT L3 7670104 ISRAEL 0 0 1 0 0 Convertible Promissory Note 2023-09-01 4 P 0 1500000 1500000 A 2023-09-01 2028-08-07 Common Stock 1304348 1304348 I See footnote Convertible Promissory Note 2023-09-01 4 P 0 500000 500000 A 2023-09-01 2028-08-07 Common Stock 434783 434783 I See footnote On August 7, 2023, the Issuer issued a Senior Secured Convertible Promissory Note (the "Note") to Israel Biotech Fund I, L.P. ("IBF 1"), with a principal amount of up to $2,000,000. The principal amount, plus accrued and unpaid interest and any charges thereon, is voluntarily convertible, at IBF 1's option, into shares of Common Stock at a conversion price equal to the lower of (i) the Common Stock's price per share as of market close on August 7, 2023, i.e., $1.15 (the "Initial Conversion Price") and (ii) the Common Stock's price per share as of the close of market on the trading date immediately prior to the date IBF 1 delivers a notice of conversion (the "Updated Conversion Price"), subject to adjustment as set forth therein. On September 1, 2023, following a written demand from the Issuer pursuant to the Note, IBF I and Israel Biotech Fund II, L.P. ("IBF 2") (following an assignment by IBF I, the original holder of the Note, of a portion of the rights and obligations under the Note) transferred to the Issuer the principal amount of $1,500,000 and $500,000, respectively. The number of shares of Common Stock was computed based on the Initial Conversion Price. The reported securities in this row are held of record by IBF 1. Israel Biotech Fund GP Partners, L.P. ("IBF I GP"), a Cayman Islands Exempted Limited Partnership, is the general partner of IBF 1. I.B.F Management Ltd. ("IBF Management"), an Israeli private company, is the management company of IBF I GP. By virtue of such relationships, IBF 1 GP and IBF Management may be deemed to have shared voting and investment power with respect to the securities held of record by IBF 1. Each of IBF 1 GP and IBF Management disclaims beneficial ownership of the securities held by IBF 1, except to the extent of their pecuniary interest therein, if any. The reported securities in this row are held of record by IBF 2. Israel Biotech Fund GP Partners II, L.P. ("IBF II GP"), a Cayman Islands Exempted Limited Partnership, is the general partner of IBF 2. IBF Management is the management company of IBF 2 GP. By virtue of such relationships, IBF 2 GP and IBF Management may be deemed to have shared voting and investment power with respect to the securities held of record by IBF 2. Each of IBF 2 GP and IBF Management disclaims beneficial ownership of the securities held by IBF 2, except to the extent of their pecuniary interest therein, if any. This Form 4/A amends the Form 4 filing dated September 11, 2023 (the "Original Form"), solely in order to add IBF I GP, IBF GP II and IBF Management as additional reporting persons. Although IBF I GP, IBF GP II and IBF Management were disclosed in the Original Form , they were unable to be included as reporting persons themselves as they did not have codes for the EDGAR system at the time. /s/ Yuval Cabilly, Managing Partner 2023-09-29 /s/ Yuval Cabilly, Managing Partner 2023-09-29 /s/ Yuval Cabilly, General Partner 2023-09-29 /s/ Yuval Cabilly, General Partner 2023-09-29 /s/ Yuval Cabilly, Chief Executive Officer 2023-09-29