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