0001213900-23-004538.txt : 20230123 0001213900-23-004538.hdr.sgml : 20230123 20230123210013 ACCESSION NUMBER: 0001213900-23-004538 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: Bisker-Leib Vered CENTRAL INDEX KEY: 0001814093 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39279 FILM NUMBER: 23545648 MAIL ADDRESS: STREET 1: C/O COMPASS STREET 2: 245 FIRST STREET, 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 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 0001814093 Bisker-Leib Vered OPPENHEIMER 4 REHOVOT L3 7670104 ISRAEL 1 0 0 0 Stock Option (right to buy) 10.98 2023-01-19 4 D 0 8750 D 2030-08-17 Common Stock 8750 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 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 vests or vested and becomes or became exercisable in thirty-six substantially equal monthly installments, such that the option shall be fully vested on August 18, 2023. 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 Vered Bisker-Leib 2023-01-23