0001178913-23-003762.txt : 20231121 0001178913-23-003762.hdr.sgml : 20231121 20231121090441 ACCESSION NUMBER: 0001178913-23-003762 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231117 FILED AS OF DATE: 20231121 DATE AS OF CHANGE: 20231121 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231424640 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231424641 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231424638 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231424637 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231424639 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 1 ownership.xml X0508 4 2023-11-17 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 0.40 2023-11-17 4 P 0 750000 A 2023-11-17 2028-11-17 Common Stock 1875000 6905561 I See footnote Convertible Promissory Note 0.40 2023-11-17 4 P 0 1650000 A 2023-11-17 2028-11-17 Common Stock 4125000 6034308 I See footnote Warrants 0.40 2023-11-17 4 P 0 2812500 A 2023-11-17 2028-11-17 Common Stock 2812500 9718061 I See footnote Warrants 0.40 2023-11-17 4 P 0 6187500 A 2023-11-17 2028-11-17 Common Stock 6187500 12221808 I See footnote Warrants 0.40 2023-11-17 4 P 0 5625000 A 2023-11-17 2028-11-17 Common Stock 5625000 15343061 I See footnote Warrants 0.40 2023-11-17 4 P 0 6187500 A 2023-11-17 2028-11-17 Common Stock 1875000 14096808 I See footnote Rights 0.40 2023-11-17 4 P 0 3150000 A 2023-11-17 Common Stock 3150000 18493061 I See footnote Rights 0.40 2023-11-17 4 P 0 3150000 A 2023-11-17 Common Stock 3150000 17246808 I See footnote Rights 0.40 2023-11-17 4 P 0 4687500 A 2023-11-17 Common Stock 4687500 23180561 I See footnote Rights 0.40 2023-11-17 4 P 0 10312500 A 2023-11-17 Common Stock 10312500 27559308 I See footnote As more fully described in a Schedule 13D/A filed by the Reporting Persons on 11/21/2023 (the "Schedule 13D/A"), on 11/17/2023 Issuer issued to Israel Biotech Fund I, L.P. ("IBF 1") and IBF II Israel Biotech Fund II, L.P. ("IBF 2") (i) Senior Convertible Promissory Notes (the "Notes"), with a principal amount of $750,000 and $1,650,000, respectively, and (ii) warrants to purchase shares of Common Stock at an exercise price of $0.40 per share, subject to adjustments (the "Warrants"). The principal amount, plus accrued and unpaid interest and charges thereon, of the Notes is convertible into shares of Common Stock at a conversion price equal to the lower of (i) $0.40 (the "Initial Conversion Price") and (ii) 50% of the Common Stock's price per share as of the close of market on the trading date immediately prior to delivery of a conversion notice, subject to adjustments. 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. As more fully described in the Schedule 13D/A, Issuer issued to IBF I and IBF II (i) Amended and Restated Senior Secured Convertible Promissory Notes (the "A&R Notes"), with a principal amount of $1,500,000 and $500,000, respectively, that amend and restate the terms of the Senior Secured Convertible Promissory Notes dated August 7, 2023 (the "Original Notes"), to conform to the terms of the Notes, and (ii) warrants to purchase shares of Common Stock (the "A&R Warrants") on the terms of the Warrants. The reported securities in this row (i) take into account the reduction in the initial conversion price from $1.15 in the Original Notes (thereby convertible by IBF and IBF II into 1,304,348 shares of Common Stock and 434,783 shares of Common Stock, respectively) to $0.40 in the A&R Notes (thereby convertible by IBF and IBF II into 3,750,000 shares of Common Stock and 1,250,000 shares of Common Stock, respectively) and (ii) do not account for interest and other charges on any of the convertible promissory notes that may, at the option of Issuer, be convertible into shares of Common Stock. As more fully described in the Schedule 13D/A, Issuer, IBF I, IBF II and others entered into a Side Letter Agreement (New Notes) (the "SLA") pursuant to which, among other things, IBF I and IBF II have the right to purchase senior convertible promissory notes on the same terms (including with respect to warrant coverage) of the Notes in an amount equal to $504,000 and $504,000, respectively, until the earliest of 11/17/2028, the date of consummation of a Change of Control Transaction and the date of consummation of a Financing Transaction (both as defined in the SLA) (the "SAFE Amount Option"). The reported securities in this row assume that the SAFE Amount Option was exercised in full, such that each of IBF I and IBF II were issued new Notes and Warrants. As more fully described in the Schedule 13D/A, pursuant to the SLA, among other things, IBF I and IBF II have the right to purchase senior convertible promissory notes on the same terms (including with respect to warrant coverage) of the Notes in an amount equal to $750,000 and $1,650,000, respectively, until the earliest of 5/17/2024, the date of consummation of a Change of Control Transaction and the date of consummation of a Financing Transaction (the "Loan Amount Option"). The reported securities in this row assume that the Loan Amount Option was exercised in full, such that each of IBF I and IBF II were issued new Notes and Warrants. /s/ Yuval Cabilly, Managing Partner 2023-11-21 /s/ Yuval Cabilly, Managing Partner 2023-11-21 /s/ Yuval Cabilly, General Partner 2023-11-21 /s/ Yuval Cabilly, General Partner 2023-11-21 /s/ Yuval Cabilly, Chief Executive Officer 2023-11-21