0000929638-23-003046.txt : 20231108 0000929638-23-003046.hdr.sgml : 20231108 20231108160118 ACCESSION NUMBER: 0000929638-23-003046 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231018 FILED AS OF DATE: 20231108 DATE AS OF CHANGE: 20231108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cabilly Yuval CENTRAL INDEX KEY: 0001900246 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36138 FILM NUMBER: 231387663 MAIL ADDRESS: STREET 1: C/O BIOSIGHT THERAPEUTICS STREET 2: 4 HASADOT STREET CITY: RAMAT HASHARON STATE: L3 ZIP: 4704348 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 3 1 form3.xml X0206 3 2023-10-18 0 0001100397 Ayala Pharmaceuticals, Inc. ADXS 0001900246 Cabilly Yuval 9 DEER PARK DRIVE, SUITE K-1 MONMOUTH JUNCTION NJ 08852 true Common Stock, par value $0.001 per share 621253 I See footnote Common Stock, par value $0.001 per share 677386 I See footnote The reported shares are held of record by Israel Biotech Fund I, L.P. ("IBF 1"). These shares were received by IBF 1 as a result of the merger, on or about January 19, 2023, of Old Ayala, Inc. (f/k/a Ayala Pharmaceuticals, Inc.) ("Old Ayala") with a wholly-owned subsidiary of the Issuer (f/k/a Advaxis, Inc.), pursuant to an Agreement and Plan of Merger (the "Advaxis Merger Agreement"), dated October 18, 2022, by and among the Issuer, Old Ayala and Doe Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer. The reported shares are held of record by IBF 1 and Israel Biotech Fund II, L.P. ("IBF 2"). These shares were received by IBF 1 and IBF 2 as a result of the merger, on October 18, 2023, of a wholly-owned subsidiary of the Issuer, Advaxis Israel Ltd. ("Merger Sub"), and Biosight, Ltd., a company organized under the laws of the State of Israel ("Biosight"), pursuant to an Agreement and Plan of Merger (the " Merger Agreement"), dated July 26, 2023, by and among the Issuer, Merger Sub and Biosight. Pursuant to the terms of the Merger Agreement, the shareholders of Biosight received 1.82285 shares of the common stock of the Issuer for each share of Biosight held by them immediately prior to the Closing Date. Israel Biotech Fund GP Partners, L.P. ("IBF I GP"), a Cayman Islands Exempted Limited Partnership, is the general partner of IBF 1 and IBF 2. 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 shares held of record by IBF 1. Each of IBF 1 GP and IBF Management disclaims beneficial ownership of the shares held by IBF 1 and IBF 2, except to the extent of their pecuniary interest therein, if any. The reporting person disclaims beneficial ownership of the shares held by IBF 1 and IBF 2, except to the extent of his pecuniary interest therein, if any. /s/ Roy Golan, as attorney-in-fact for the Reporting Person 2023-11-08 EX-24 2 exhibit24.htm POWER OF ATTORNEY
Exhibit 24
 

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATION

 
I, Yuval Cabilly, hereby make, constitute and appoint Roy Golan, as well as any person holding the title of Chief Executive Officer, Chief Financial Officer, Secretary or Treasurer of Ayala Pharmaceuticals, Inc. (the “Company”), as my true and lawful attorney-in-fact to:

(1)   execute for and on my behalf, in my capacity as an officer of the Company, Forms 3, 4, and 5 in a timely manner and in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);

(2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, or 5, complete and execute any amendment(s) thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney- in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of November, 2023.


By: /s/ Yuval Cabilly            
Name: Yuval Cabilly