0001178913-23-003119.txt : 20230911
0001178913-23-003119.hdr.sgml : 20230911
20230911124416
ACCESSION NUMBER: 0001178913-23-003119
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230901
FILED AS OF DATE: 20230911
DATE AS OF CHANGE: 20230911
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: 231247285
BUSINESS ADDRESS:
STREET 1: HANNAH RUBINA 11
CITY: TEL AVIV
STATE: L3
ZIP: 6937215
BUSINESS PHONE: 972-52-873-9833
MAIL ADDRESS:
STREET 1: HANNAH RUBINA 11
CITY: TEL AVIV
STATE: L3
ZIP: 6937215
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: 231247284
BUSINESS ADDRESS:
STREET 1: PEKERIS 3
CITY: REHOVOT
STATE: L3
ZIP: 670203
BUSINESS PHONE: 972-72-251-4175
MAIL ADDRESS:
STREET 1: PEKERIS 3
CITY: REHOVOT
STATE: L3
ZIP: 670203
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
2023-09-01
0
0001100397
Ayala Pharmaceuticals, Inc.
ADXS
0001652458
Israel Biotech Fund I, L.P.
HANNAH RUBINA 11
TEL AVIV
L3
6937215
ISRAEL
0
0
1
0
0001782947
Israel Biotech Fund II, L.P.
PEKERIS 3
REHOVOT
L3
670203
ISRAEL
0
0
1
0
0
Convertible Promissory Note
2023-09-01
4
P
0
1500000
1500000
A
2023-09-01
2028-08-07
Common Stock
1304348
1304348
I
See footnote
Convertible Promissory Note
2023-09-01
4
P
0
500000
500000
A
2023-09-01
2028-08-07
Common Stock
434783
434783
I
See footnote
On August 7, 2023, the Issuer issued a Senior Secured Convertible Promissory Note (the "Note") to Israel Biotech Fund I, L.P. ("IBF 1"), with a principal amount of up to $2,000,000. The principal amount, plus accrued and unpaid interest and any charges thereon, is voluntarily convertible, at IBF 1's option, into shares of Common Stock at a conversion price equal to the lower of (i) the Common Stock's price per share as of market close on August 7, 2023, i.e., $1.15 (the "Initial Conversion Price") and (ii) the Common Stock's price per share as of the close of market on the trading date immediately prior to the date IBF 1 delivers a notice of conversion (the "Updated Conversion Price"), subject to adjustment as set forth therein.
On September 1, 2023, following a written demand from the Issuer pursuant to the Note, IBF I and Israel Biotech Fund II, L.P. ("IBF 2") (following an assignment by IBF I, the original holder of the Note, of a portion of the rights and obligations under the Note) transferred to the Issuer the principal amount of $1,500,000 and $500,000, respectively.
The number of shares of Common Stock was computed based on the Initial Conversion Price.
The reported securities in this row are held of record by IBF 1. 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 are held of record by IBF 2. 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
2023-09-11
/s/ Yuval Cabilly, Managing Partner
2023-09-11