Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Israel Biotech Fund I, L.P.

(Last)

(First)

(Middle)

75 FORT STREET, CLIFTON HOUSE,

PO BOX, 1350

(Street)

GRAND CAYMAN

KY1-1108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ayala Pharmaceuticals, Inc. [ ADXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Rights	$0.4⁽¹⁾	03/01/2024		M			3,750,000⁽¹⁾	11/17/2023	⁽¹⁾	Common Stock	3,750,000⁽¹⁾	⁽¹⁾	4,087,500⁽¹⁾	I	See footnote⁽²⁾
Rights	$0.4⁽¹⁾	03/01/2024		M			3,750,000⁽¹⁾	11/17/2023	⁽¹⁾	Common Stock	3,750,000⁽¹⁾	⁽¹⁾	9,712,500⁽¹⁾	I	See footnote⁽³⁾
Convertible Promissory Note	$0.4⁽⁴⁾	03/01/2024		M		1,500,000⁽¹⁾		03/01/2024	11/17/2028	Common Stock	1,500,000⁽¹⁾	⁽¹⁾	5,587,500⁽¹⁾	I	See footnote⁽²⁾
Convertible Promissory Note	$0.4⁽⁴⁾	03/01/2024		M		1,500,000⁽¹⁾		03/01/2024	11/17/2028	Common Stock	1,500,000⁽¹⁾	⁽¹⁾	11,212,500⁽¹⁾	I	See footnote⁽³⁾
Warrants	$0.4⁽¹⁾	03/01/2024		M		2,250,000⁽¹⁾		03/01/2024	11/17/2028	Common Stock	2,250,000⁽¹⁾	⁽¹⁾	7,837,500⁽¹⁾⁽⁴⁾	I	See footnote⁽²⁾
Warrants	$0.4⁽¹⁾	03/01/2024		M		2,250,000⁽¹⁾		03/01/2024	11/17/2028	Common Stock	2,250,000⁽¹⁾	⁽¹⁾	13,462,500⁽¹⁾⁽⁴⁾	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

Israel Biotech Fund I, L.P.

(Last)

(First)

(Middle)

75 FORT STREET, CLIFTON HOUSE,

PO BOX, 1350

(Street)

GRAND CAYMAN

KY1-1108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Israel Biotech Fund II, L.P.

(Last)

(First)

(Middle)

75 FORT STREET, CLIFTON HOUSE,

PO BOX, 1350

(Street)

GRAND CAYMAN

KY1-1108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Israel Biotech Fund GP Partners, L.P.

(Last)

(First)

(Middle)

75 FORT STREET, CLIFTON HOUSE,

PO BOX, 1350

(Street)

GRAND CAYMAN

KY1-1108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Israel Biotech Fund GP Partners II, L.P.

(Last)

(First)

(Middle)

75 FORT STREET, CLIFTON HOUSE,

PO BOX, 1350

(Street)

GRAND CAYMAN

KY1-1108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

I.B.F. Management Ltd.

(Last)

(First)

(Middle)

4 OPPENHEIMER ST.

(Street)

REHOVOT

7670104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. As more fully described in a Schedule 13D/A and Form 4 filed by the Reporting Persons on 11/21/2023, on 11/17/2023, Issuer, Israel Biotech Fund I, L.P. ("IBF 1"), IBF II Israel Biotech Fund II, L.P. ("IBF 2") and others entered into a Side Letter Agreement (New Notes) (the "SLA") pursuant to which, among other things, IBF I and IBF II received rights ("Rights") to purchase senior convertible promissory notes and, in connection therewith, warrants on the terms set forth therein. As described in the Form 8-K filed by the Issuer on 03/05/2024, IBF I and IBF II exercised part of the Rights and Issuer issued to each of IBF I and IBF II (i) senior convertible promissory notes, dated 03/01/2024, with a principal amount of $600,000, at an initial conversion price of $0.40 ("Notes"), and (ii) warrants, dated 03/01/2024, to purchase 2,250,000 shares of Common Stock, at an exercise price of $0.40 per share, subject to adjustments ("Warrants").

2. 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.

3. 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.

4. The remaining derivative securities reported in this row include the remaining Rights of IBF I and IBF II.

Remarks:

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	03/06/2024
	/s/ Yuval Cabilly, Managing Partner	03/06/2024
	/s/ Yuval Cabilly, General Partner	03/06/2024
	/s/ Yuval Cabilly, General Partner	03/06/2024
	/s/ Yuval Cabilly, Chief Executive Officer	03/06/2024
	** Signature of Reporting Person	Date
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