Statement of Ownership (sc 13g)
February 05 2021 - 5:19PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Ayala
Pharmaceuticals, Inc.
(Name of Issuer)
Common stock, $0.01 par value
per share
(Title of Class of Securities)
05465V108
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1.
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Names of Reporting Persons
Novartis Institutes for BioMedical Research, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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(b) ¨
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
698,777
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
698,777
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9.
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Aggregate Amount Beneficially Owned by
Each Reporting Person
698,777
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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¨
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11.
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Percent of Class Represented by Amount
in Row 9
5.5% (1)
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12.
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Type of Reporting Person (see instructions)
CO
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(1) This calculation is based on 12,778,002 shares
of common stock, par value $0.01 per share (“Common Stock”), outstanding as of November 1, 2020, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed by the Issuer with the Securities
and Exchange Commission (“SEC”) on November 16, 2020.
1.
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Names of Reporting Persons
Novartis AG
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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(b) ¨
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Switzerland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
698,777
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
698,777
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9.
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Aggregate Amount Beneficially Owned by
Each Reporting Person
698,777
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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¨
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11.
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Percent of Class Represented by Amount
in Row 9
5.5% (1)
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12.
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Type of Reporting Person (see instructions)
CO, HC
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(1) This calculation is based on 12,778,002 shares
of Common Stock outstanding as of November 1, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2020, filed by the Issuer with the SEC on November 16, 2020.
Item 1(a).
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Name of Issuer:
Ayala Pharmaceuticals, Inc.
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Item 1(b).
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Address of Issuer’s Principal
Executive Offices:
Oppenheimer 4, Rehovot 7670104,
Israel
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Item 2(a).
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Name of Person Filing:
This statement is filed on behalf
of the following persons with respect to the shares of Common Stock of the Issuer:
(i) Novartis Institutes for BioMedical
Research, Inc., a Delaware corporation (“NIBRI”), with respect to shares held by it; and
(ii) Novartis AG, a Swiss corporation
(“Novartis”), as the publicly-owned parent of NIBRI, with respect to the shares held by NIBRI.
The foregoing persons are hereinafter
referred to collectively as the “Reporting Persons.”
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Item 2(b).
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Address of Principal Business
Office or, if none, Residence:
The address of the principal business
office of NIBRI is 250 Massachusetts Avenue, Cambridge, MA 02139. The address of the principal business office of Novartis is Lichtstrasse
35, 4056 Basel, Switzerland.
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Item 2(c).
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Citizenship:
NIBRI is a corporation organized
under the laws of Delaware and is an indirect wholly-owned subsidiary of Novartis.
Novartis is a corporation organized
under the laws of Switzerland and is the publicly-owned parent of NIBRI.
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Item 2(d).
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Title of Class of Securities:
Common Stock, par value $0.01 per
share.
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Item 2(e).
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CUSIP Number:
05465V108
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8);
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(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with §240.13d–1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount Beneficially Owned:
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NIBRI is the beneficial
owner of 698,777 shares of Common Stock of the Issuer. As the indirect parent of NIBRI, Novartis may be deemed to beneficially
own these securities.
See the percentages
as set forth in row 11 of the cover sheet to this Schedule 13G for each Reporting Person, which information is incorporated herein
by reference.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: Not applicable as to each Reporting Person.
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(ii)
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Shared power to vote or to direct the vote: please see row 6 of the cover sheet to this Schedule
13G for each Reporting Person, which information is incorporated herein by reference.
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(iii)
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Sole power to dispose or to direct the disposition of: Not applicable as to each Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of: please see row 8 of the cover sheet to
this Schedule 13G for each Reporting Person, which information is incorporated herein by reference.
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Item 5
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.
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Ownership
of 5 Percent or Less of a Class
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If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent
of the class of securities, check the following ¨.
Item 6.
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Ownership of More than
5 Percent on Behalf of Another Person
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Not Applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
or Control Person.
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Not Applicable
Item 8.
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Identification and
Classification of Members of the Group
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Not Applicable
Item 9.
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Notice
of Dissolution of a Group
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Not Applicable
Not Applicable
Signatures
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 4, 2021
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Novartis
Institutes for
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BioMedical Research, Inc.
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/s/ Scott A. Brown
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Name: Scott A. Brown
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Title: General Counsel and Chief Administrative Officer
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Novartis AG
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/s/ Christian Rehm
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Name: Christian Rehm
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Title: Authorized Signatory
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/s/ Daniel Weiss
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Name: Daniel Weiss
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Title: Authorized Signatory
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EXHIBIT INDEX
Exhibit Number
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Exhibit Description
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1
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Evidence of Signatory Authority
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2
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Joint Filing Agreement
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