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