0001178913-23-003462.txt : 20231031
0001178913-23-003462.hdr.sgml : 20231031
20231031070802
ACCESSION NUMBER: 0001178913-23-003462
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231018
FILED AS OF DATE: 20231031
DATE AS OF CHANGE: 20231031
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: 231362259
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: 231362260
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: 231362257
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: 231362256
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: 231362258
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
2023-10-18
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
Common Stock, par value $0.001 per share
2023-10-18
4
P
0
658858
0
A
2584909
I
See footnote
Common Stock, par value $0.001 per share
2023-10-18
4
P
0
658858
0
A
1094091
I
See footnote
As more fully described in a Schedule 13D/A filed by the Reporting Persons on October 31, 2023 (the "Schedule 13D/A"), on October 18, 2023, the Issuer issued to Israel Biotech Fund I, L.P. ("IBF 1") and IBF II Israel Biotech Fund II, L.P. ("IBF 2") 338,693 shares of Common Stock and 338,693 shares of Common Stock, respectively (collectively, the "Biosight Consideration Shares"), upon the consummation of the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated July 26, 2023, by and among the Issuer, Advaxis Israel Ltd. and Biosight Ltd. (the "Biosight Merger").
As more fully described in the Schedule 13D/A, (i) in connection with the Biosight Merger and pursuant to a Side Letter Agreement for Conversion, dated September 15, 2023 (the "Side Letter Agreement"), by and between the Issuer, IBF I, IBF II and certain other investors, the Issuer is also in the process of issuing to IBF I and IBF II 320,615 shares of Common Stock and 320,615 shares of Common Stock, respectively (collectively, the "SAFE Initial Shares"), and (ii) subject to the terms and conditions of the Side Letter Agreement, each of IBF I and IBF II has the right to invest additional $504,000 in the Issuer for a purchase price that is presently undeterminable (collectively, the "SAFE Additional Shares").
The reported securities in this row (i) are held of record by IBF 1 and (ii) for the sake of clarity, exclude the SAFE Additional Shares. 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 (i) are held of record by IBF 2 and (ii) for the sake of clarity, exclude the SAFE Additional Shares. 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.
/s/ Yuval Cabilly, Managing Partner
2023-10-31
/s/ Yuval Cabilly, Managing Partner
2023-10-31
/s/ Yuval Cabilly, General Partner
2023-10-31
/s/ Yuval Cabilly, General Partner
2023-10-31
/s/ Yuval Cabilly, Chief Executive Officer
2023-10-31