0001178913-24-000480.txt : 20240212
0001178913-24-000480.hdr.sgml : 20240212
20240212141621
ACCESSION NUMBER: 0001178913-24-000480
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240207
FILED AS OF DATE: 20240212
DATE AS OF CHANGE: 20240212
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Israel Biotech Fund II, L.P.
CENTRAL INDEX KEY: 0001782947
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36138
FILM NUMBER: 24619122
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
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36138
FILM NUMBER: 24619123
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
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36138
FILM NUMBER: 24619120
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
ORGANIZATION NAME:
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36138
FILM NUMBER: 24619119
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
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36138
FILM NUMBER: 24619121
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]
ORGANIZATION NAME: 03 Life Sciences
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
2024-02-07
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
1
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
1
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
1
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
1
0
1
0
0001994849
I.B.F. Management Ltd.
4 OPPENHEIMER ST.
REHOVOT
L3
7670104
ISRAEL
1
0
1
0
0
Common Stock, par value $0.001 per share
2024-02-07
4
M
0
1926221
0.40
A
11044282
I
See footnote
Common Stock, par value $0.001 per share
2024-02-07
4
M
0
4237687
0.40
A
18359495
I
See footnote
Common Stock, par value $0.001 per share
2024-02-07
4
M
0
3887438
0.40
A
14931720
I
See footnote
Common Stock, par value $0.001 per share
2024-02-07
4
M
0
1295813
0.40
A
19655308
I
See footnote
Common Stock, par value $0.001 per share
2024-02-07
4
M
0
8437500
0.40
A
23369220
I
See footnote
Common Stock, par value $0.001 per share
2024-02-07
4
F
0
2707581
1.2465
D
20661639
I
See footnote
Common Stock, par value $0.001 per share
2024-02-07
4
M
0
8062500
0.40
A
27717808
I
See footnote
Common Stock, par value $0.001 per share
2024-02-07
4
F
0
2586905
1.2465
D
25130903
I
See footnote
Convertible Promissory Note
0.40
2024-02-07
4
M
0
1926221
D
2023-11-17
2028-11-17
Common Stock
1926221
13661159
I
See footnote
Convertible Promissory Note
0.40
2024-02-07
4
M
0
4237687
D
2023-11-17
2028-11-17
Common Stock
4237687
18996000
I
See footnote
Convertible Promissory Note
0.40
2024-02-07
4
M
0
3887438
D
2023-11-17
2028-11-17
Common Stock
3887438
11724938
I
See footnote
Convertible Promissory Note
0.40
2024-02-07
4
M
0
1295813
D
2023-11-17
2028-11-17
Common Stock
1295813
14758313
I
See footnote
Warrants
0.40
2024-02-07
4
M
0
8437500
D
2023-11-17
2028-11-17
Common Stock
8437500
7837500
I
See footnote
Warrants
0.40
2024-02-07
4
M
0
8062500
D
2023-11-17
2028-11-17
Common Stock
8062500
13462500
I
See footnote
On 11/17/2023, Issuer issued to Israel Biotech Fund I, L.P. ("IBF 1") and IBF II Israel Biotech Fund II, L.P. ("IBF 2") Senior Convertible Promissory Notes, with a principal amount of $750,000 and $1,650,000, respectively (the "Notes"), and, in connection therewith, warrants to purchase 2,812,500 shares of Common Stock and 6,187,500 shares of Common Stock, respectively, at an exercise price of $0.40 per share, subject to adjustments (the "Warrants"). As more fully described in a Schedule 13D/A filed by the Reporting Persons on 2/12/2024 (the "Schedule 13D/A"), on 2/7/2024 the Notes were converted into 1,926,221 shares of Common Stock and 4,237,687 shares of Common Stock, respectively, which number of shares represents the aggregate principal amount plus aggregate accrued interest due on the Notes, divided by $0.40 (the "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.
On 11/17/2023, Issuer issued to IBF 1 and IBF II Amended and Restated Senior Secured Convertible Promissory Notes with a principal amount of $1,500,000 and $500,000, respectively (the "A&R Notes"), and, in connection therewith, warrants to purchase 5,625,000 shares of Common Stock and 1,875,000 shares of Common Stock, respectively, at an exercise price of $0.40 per share, subject to adjustments (the "A&R Warrants"). As more fully described in the Schedule 13D/A, on 2/7/2024, the A&R Notes were converted into 3,887,438 shares of Common Stock and 1,295,813 shares of Common Stock, respectively, which number of shares represents the aggregate principal amount plus aggregate accrued interest due on the Notes, divided by the Conversion Price.
As more fully described in the Schedule 13D/A, (i) IBF I exercised an aggregate of 8,437,500 Warrants and A&R Warrants it holds (through a "cashless exercise") and, on 2/7/2024, the Issuer issued to IBF I a total of 5,729,919 shares of Common Stock in respect thereto (which reflects a total of 2,707,581 shares "withheld" by the Issuer in connection with the "cashless exercise" of such warrants to satisfy the aggregate exercise price of such warrants, based on the daily VWAP of the shares of Common Stock of $1.2465), and (ii) IBF II exercised an aggregate of 8,062,500 Warrants and A&R Warrants it holds (through a cashless exercise) and, on 2/7/2024, the Issuer issued to IBF II a total of 5,475,595 shares of Common Stock in respect thereto (which reflects a total of 2,586,905 shares "withheld" by the Issuer in connection with the "cashless exercise" of such warrants, based on the daily VWAP of the shares of Common Stock of $1.2465).
The remaining derivative securities reported in this row reflect the rights of IBF I and IBF II to purchase senior convertible promissory notes on the same terms (including with respect to warrant coverage) as the Notes, as previously reported on Form 4 filed by the Reporting Persons on 11/21/2023.
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be "directors by deputization" of the Issuer by virtue of their representatives on the Issuer's board of directors.
/s/ Yuval Cabilly, Managing Partner
2024-02-12
/s/ Yuval Cabilly, Managing Partner
2024-02-12
/s/ Yuval Cabilly, General Partner
2024-02-12
/s/ Yuval Cabilly, General Partner
2024-02-12
/s/ Yuval Cabilly, Chief Executive Officer
2024-02-12