0001213900-23-004539.txt : 20230123
0001213900-23-004539.hdr.sgml : 20230123
20230123210017
ACCESSION NUMBER: 0001213900-23-004539
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230119
FILED AS OF DATE: 20230123
DATE AS OF CHANGE: 20230123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDBERG MURRAY A
CENTRAL INDEX KEY: 0001226435
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39279
FILM NUMBER: 23545652
MAIL ADDRESS:
STREET 1: 2030 MAIN STREET, SUITE 1500
CITY: IRVINE
STATE: CA
ZIP: 92614
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Old Ayala, Inc
CENTRAL INDEX KEY: 0001797336
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 823578375
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1313 N. MARKET STREET
STREET 2: SUITE 5100
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: (857) 444-0553
MAIL ADDRESS:
STREET 1: 1313 N. MARKET STREET
STREET 2: SUITE 5100
CITY: WILMINGTON
STATE: DE
ZIP: 19801
FORMER COMPANY:
FORMER CONFORMED NAME: Ayala Pharmaceuticals, Inc.
DATE OF NAME CHANGE: 20191218
4
1
ownership.xml
OWNERSHIP DOCUMENT
X0306
4
2023-01-19
1
0001797336
Old Ayala, Inc
AYLA
0001226435
GOLDBERG MURRAY A
OPPENHEIMER 4
REHOVOT
L3
7670104
ISRAEL
1
0
0
0
Stock Option (right to buy)
5.10
2023-01-19
4
D
0
17500
D
2028-03-20
Common Stock
17500
0
D
Stock Option (right to buy)
8.84
2023-01-19
4
D
0
12500
D
2030-02-12
Common Stock
12500
0
D
Stock Option (right to buy)
10.35
2023-01-19
4
D
0
6250
D
2031-06-09
Common Stock
6250
0
D
Stock Option (right to buy)
1.63
2023-01-19
4
D
0
6250
D
2032-06-12
Common Stock
6250
0
D
This Form 4 reports securities disposed of pursuant to the terms of that certain Agreement and Plan of Merger, dated October 18, 2022, by and among Ayala Pharmaceuticals, Inc. ("Ayala"), Advaxis, Inc. ("Advaxis"), and DOE Merger Sub, Inc., a wholly owned subsidiary of Advaxis (the "Merger Agreement"). The acquisition is more fully described in Ayala's definitive proxy statement filed with the Securities and Exchange Commission on December 12, 2022. In accordance with the terms of the Merger Agreement, each share of Ayala's common stock (the "Ayala Common Stock") was cancelled and converted into the right to receive 0.1874 shares (the "Exchange Ratio") of Advaxis common stock (the "Advaxis Common Stock").
Each outstanding option to purchase Ayala Common Stock (each an "Ayala Option") was substituted and converted automatically into an option (each, an "Advaxis Replacement Option") to purchase the number of shares of Advaxis Common Stock equal to the product obtained by multiplying (a) the number of shares of Ayala Common Stock subject to such Ayala Option immediately prior to the effective time of the merger, by (b) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, with each such Advaxis Replacement Option to have an exercise price per share of Advaxis Common Stock equal to (x) the per share exercise price for the shares of Ayala Common Stock subject to the corresponding Ayala Option immediately prior to the effective time of the merger, divided by (y) the Exchange Ratio, rounded up to the nearest whole cent. The term, exercisability and other provisions of each Advaxis Replacement Option generally remains the same as the corresponding Ayala Option.
This option is fully vested and exercisable.
This option vests and becomes exercisable on the earlier of (i) June 13, 2023 or (ii) one day prior to the Company's 2023 annual meeting of shareholders, subject to the Reporting Person's continued service with the Issuer through such vesting date.
/s/ Roni Mamluk, Ph.D., Attorney-in-Fact for Murray A. Goldberg
2023-01-23