0001213900-23-004541.txt : 20230123 0001213900-23-004541.hdr.sgml : 20230123 20230123210031 ACCESSION NUMBER: 0001213900-23-004541 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230119 FILED AS OF DATE: 20230123 DATE AS OF CHANGE: 20230123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIDRANSKY DAVID CENTRAL INDEX KEY: 0001277161 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39279 FILM NUMBER: 23545656 MAIL ADDRESS: STREET 1: JOHNS HOPKINS UNIVERSITY STREET 2: 720 RUTLAND AVENUE CITY: BALTIMORE STATE: MD ZIP: 21205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Old Ayala, Inc CENTRAL INDEX KEY: 0001797336 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 823578375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1313 N. MARKET STREET STREET 2: SUITE 5100 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (857) 444-0553 MAIL ADDRESS: STREET 1: 1313 N. MARKET STREET STREET 2: SUITE 5100 CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: Ayala Pharmaceuticals, Inc. DATE OF NAME CHANGE: 20191218 4 1 ownership.xml OWNERSHIP DOCUMENT X0306 4 2023-01-19 1 0001797336 Old Ayala, Inc AYLA 0001277161 SIDRANSKY DAVID OPPENHEIMER 4 REHOVOT L3 7670104 ISRAEL 1 0 0 0 Common Stock 2023-01-19 4 D 0 250 D 0 I Held by Reporting Person's son Stock Option (right to buy) 10.35 2023-01-19 4 D 0 12500 D 2031-06-09 Common Stock 12500 0 D Stock Option (right to buy) 1.63 2023-01-19 4 D 0 12500 D 2032-06-12 Common Stock 12500 0 D This Form 4 reports securities disposed of pursuant to the terms of that certain Agreement and Plan of Merger, dated October 18, 2022, by and among Ayala Pharmaceuticals, Inc. ("Ayala"), Advaxis, Inc. ("Advaxis"), and DOE Merger Sub, Inc., a wholly owned subsidiary of Advaxis (the "Merger Agreement"). The acquisition is more fully described in Ayala's definitive proxy statement filed with the Securities and Exchange Commission on December 12, 2022. In accordance with the terms of the Merger Agreement, each share of Ayala's common stock (the "Ayala Common Stock"), was cancelled and converted into the right to receive 0.1874 shares (the "Exchange Ratio") of Advaxis common stock (the "Advaxis Common Stock"). Each outstanding option to purchase Ayala Common Stock (each an "Ayala Option") was substituted and converted automatically into an option (each, an "Advaxis Replacement Option") to purchase the number of shares of Advaxis Common Stock equal to the product obtained by multiplying (a) the number of shares of Ayala Common Stock subject to such Ayala Option immediately prior to the effective time of the merger, by (b) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, with each such Advaxis Replacement Option to have an exercise price per share of Advaxis Common Stock equal to (x) the per share exercise price for the shares of Ayala Common Stock subject to the corresponding Ayala Option immediately prior to the effective time of the merger, divided by (y) the Exchange Ratio, rounded up to the nearest whole cent. The term, exercisability and other provisions of each Advaxis Replacement Option generally remains the same as the corresponding Ayala Option. This option is fully vested and exercisable. This option vests and becomes exercisable on the earlier of (i) June 13, 2023 or (ii) one day prior to the Company's 2023 annual meeting of shareholders, subject to the Reporting Person's continued service with the Issuer through such vesting date. /s/ Roni Mamluk, Ph.D., Attorney-in-Fact for David Sidransky, M.D. 2023-01-23