Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* 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).
CUSIP No. 05465V108
|
1
|
Name
of Reporting Person
Redmile Group, LLC
|
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
Use Only
|
|
4
|
Citizenship
or Place of Organization
Delaware
|
|
number
of
shares beneficially
owned by
each
reporting
person with
|
5
|
Sole
Voting Power
0
|
|
6
|
Shared
Voting Power
1,472,522 (1)
|
|
7
|
Sole
Dispositive Power
0
|
|
8
|
Shared
Dispositive Power
1,472,522 (1)
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,472,522 (1)
|
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent
of Class Represented by Amount in Row (9)
9.9%(2)
|
|
12
|
Type
of Reporting Person (See Instructions)
IA, OO
|
(1)
Redmile Group, LLC’s beneficial ownership of the Issuer’s Common Stock (“Common Stock”) is comprised
of 667,816 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC, which shares of Common
Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles. The reported
securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr.
Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group, LLC may also be deemed to beneficially own 1,799,999 shares
of Common Stock issuable upon exercise of certain Warrants to Purchase Common Stock (the “Warrants”). Pursuant to the terms
of the Warrants, a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, and the Issuer
shall not effect any exercise of any Warrant, to the extent (but only to the extent) that after giving effect to such issuance after
exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or
any of the holder’s affiliates), would beneficially own in excess of 9.99% (the “Beneficial Ownership Limitation”)
of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued
upon exercise of the Warrant (the “Beneficial Ownership Blocker”). The Beneficial Ownership Limitation may be changed at
a holder’s election upon 61 days’ notice to the Issuer. The 1,472,522 shares of Common Stock reported as beneficially owned
by Redmile Group, LLC in this Schedule 13G represents 9.99% of the outstanding shares of Common Stock (calculated in accordance with
footnote (2) below).
(2) Percentage based on 14,739,960 shares of Common Stock
outstanding, which is the sum of (a) 13,935,254 shares of Common Stock outstanding as of November 1, 2021, as reported by the Issuer
in its Form 10-Q for the quarterly period ended September 30, 2021 filed with the Securities and Exchange Commission on November 15,
2021 (the "Form 10-Q"), plus (b) 804,706 shares of Common Stock issuable upon exercise of certain of the Warrants, which, due
to the Beneficial Ownership Limitation, is the maximum number of shares that could be issued upon exercise of the Warrants.
CUSIP No. 05465V108
|
1
|
Name
of Reporting Person
Jeremy C. Green
|
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
Use Only
|
|
4
|
Citizenship
or Place of Organization
United Kingdom
|
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole
Voting Power
0
|
|
6
|
Shared
Voting Power
1,472,522 (3)
|
|
7
|
Sole
Dispositive Power
0
|
|
8
|
Shared
Dispositive Power
1,472,522 (3)
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,472,522 (3)
|
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent
of Class Represented by Amount in Row (9)
9.9%(4)
|
|
12
|
Type
of Reporting Person (See Instructions)
IN, HC
|
(3)
Jeremy C. Green’s beneficial ownership of the Common Stock is comprised of 667,816 shares of Common Stock owned by certain private
investment vehicles managed by Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC
as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy C.
Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except
to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker, Jeremy C. Green may
also be deemed to beneficially own 1,799,999 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the
Warrants, a holder of a Warrant is subject to the Beneficial Ownership Limitation. The Beneficial Ownership Limitation may be changed
at a holder’s election upon 61 days’ notice to the Issuer. The 1,472,522 shares of Common Stock reported as beneficially owned
by Jeremy C. Green in this Schedule 13G represents 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote
(4) below).
(4)
Percentage based on 14,739,960 shares of Common Stock outstanding, which is the sum of (a) 13,935,254 shares of Common Stock outstanding
as of November 1, 2021, as reported by the Issuer in its Form 10-Q, plus (b) 804,706 shares of Common Stock issuable upon exercise of
certain of the Warrants, which, due to the Beneficial Ownership Limitation, is the maximum number of shares that could be issued upon
exercise of the Warrants.
CUSIP No. 05465V108
|
1
|
Name of Reporting Person
Redmile Capital Offshore II Master Fund, Ltd.
|
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place
of Organization
Cayman Islands
|
|
number
of shares beneficially owned by
each
reporting person with
|
5
|
Sole Voting Power
0
|
|
6
|
Shared Voting Power
934,521 (5)
|
|
7
|
Sole
Dispositive Power
0
|
|
8
|
Shared Dispositive Power
934,521 (5)
|
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
934,521 (5)
|
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent of Class Represented
by Amount in Row (9)
6.4%(6)
|
|
12
|
Type of Reporting Person
(See Instructions)
CO
|
(5)
Redmile Capital Offshore II Master Fund, Ltd.’s beneficial ownership of Common Stock is comprised of 279,933 shares of Common Stock
and 654,588 shares of common stock issuable upon the exercise of Warrants directly held by Redmile Offshore II Master Fund, Ltd., subject
to the Beneficial Ownership Limitation.
(6)
Percentage based on 14,589,842 shares of Common Stock outstanding, which is the sum of (a) 13,935,254 shares of Common Stock outstanding
as of November 1, 2021, as reported by the Issuer in its Form 10-Q, plus (b) 654,588 shares of Common Stock issuable upon exercise of
certain of the Warrants directly held by Redmile Capital Offshore II Master Fund, Ltd., which, due to the Beneficial Ownership Limitation,
is the maximum number of shares that could be issued upon exercise of the Warrants.
CUSIP No. 05465V108
|
1
|
Name of Reporting Person
Redmile Strategic Master Fund, LP
|
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place
of Organization
Cayman Islands
|
|
number
of shares beneficially owned by
each
reporting person with
|
5
|
Sole Voting Power
0
|
|
6
|
Shared Voting Power
1,192,589 (7)
|
|
7
|
Sole
Dispositive Power
0
|
|
8
|
Shared Dispositive Power
1,192,589 (7)
|
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,192,589 (7)
|
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent of Class Represented
by Amount in Row (9)
8.1%(8)
|
|
12
|
Type of Reporting Person
(See Instructions)
PN
|
(7)
Redmile Strategic Master Fund, LP’s beneficial ownership of Common Stock is comprised of 387,883 shares of Common Stock and 804,706
shares of common stock issuable upon the exercise of Warrants directly held by Redmile Strategic Master Fund, LP, subject to the Beneficial
Ownership Limitation.
(8)
Percentage based on 14,739,960 shares of Common Stock outstanding, which is the sum of (a) 13,935,254 shares of Common Stock outstanding
as of November 1, 2021, as reported by the Issuer in its Form 10-Q, plus (b) 804,706 shares of Common Stock issuable upon exercise of
certain of the Warrants directly held by Redmile Strategic Master Fund, LP., which, due to the Beneficial Ownership Limitation, is the
maximum number of shares that could be issued upon exercise of the Warrants.
Item 1.
(a) Name
of Issuer
Ayala Pharmaceuticals, Inc.
(b) Address
of Issuer’s Principal Executive Offices
Oppenheimer 4
Rehovot, Israel 7670104
Item 2.
(a) Names
of Persons Filing
Redmile Group, LLC
Jeremy C. Green
Redmile Capital Offshore II Master Fund, Ltd.
Redmile Strategic Master Fund, LP
(b) Address
of Principal Business office or, if None, Residence
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Redmile Capital Offshore II Master Fund, Ltd.
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Redmile Strategic Master Fund, LP
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
(c) Citizenship
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
Redmile Capital Offshore II Master Fund, Ltd.: Cayman
Islands
Redmile Strategic Master Fund, LP: Cayman Islands
(d) Title
of Class of Securities
Common Stock, $0.01 par value
(e) CUSIP
Number
05465V108
|
Item 3.
|
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:
|
|
|
(a)
|
¨ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
(b)
|
¨ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
(c)
|
¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
(d)
|
¨ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
|
(e)
|
¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
¨ An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
¨ A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
¨ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
¨
|
|
|
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);
|
|
|
(j)
|
¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
(k)
|
¨
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________
|
(a) Amount
beneficially owned:
Redmile Group, LLC – 1,472,522*
Jeremy C. Green – 1,472,522*
Redmile Capital Offshore II Master Fund, Ltd. –
934,521**
Redmile Strategic Master Fund, LP – 1,192,589***
(b) Percent
of class:
Redmile Group, LLC – 9.9%****
Jeremy C. Green – 9.9%****
Redmile Capital Offshore II Master Fund, Ltd. –
6.4%*****
Redmile Strategic Master Fund, LP – 8.1%****
(c) Number
of shares as to which Redmile Group, LLC has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
1,472,522*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
1,472,522*
Number of shares as to which Jeremy C. Green has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
1,472,522*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
1,472,522*
Number of shares as to which Redmile Capital Offshore
II Master Fund, Ltd. has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
934,521**
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
934,521**
Number of shares as to which Redmile Strategic Master
Fund, LP has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
1,192,589***
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
1,192,589***
|
|
*
|
Redmile Group, LLC and Jeremy C. Green’s beneficial ownership of the Common Stock is comprised
of 667,816 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC, which shares of Common Stock
may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles. The reported securities
may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each
disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to
the Beneficial Ownership Blocker, The Redmile Group, LLC and Jeremy C. Green may also be deemed to beneficially own 1,799,999 shares of
Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of
any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial
Ownership Blocker applies. The 1,472,522 shares of Common Stock reported as beneficially owned by Redmile Group, LLC and Jeremy C. Green
in this Schedule 13G represents 9.99% of the outstanding shares of Common Stock.
|
|
|
**
|
Redmile Capital Offshore II Master Fund, Ltd.’s beneficial ownership of Common Stock is comprised of 279,933 shares of Common
Stock and 654,588 shares of common stock issuable upon the exercise of Warrants directly held by Redmile Offshore II Master Fund, Ltd.,
subject to the Beneficial Ownership Limitation.
|
|
|
***
|
Redmile Strategic Master Fund, LP’s beneficial ownership of Common Stock is comprised of 387,883 shares of Common Stock and
804,706 shares of common stock issuable upon the exercise of Warrants directly held by Redmile Strategic Master Fund, LP, subject to the
Beneficial Ownership Limitation.
|
|
|
****
|
Percentage based on 14,739,960 shares of Common Stock outstanding, which is the sum of (a) 13,935,254 shares of Common Stock outstanding
as of November 1, 2021, as reported by the Issuer in its Form 10-Q, plus (b) 804,706 shares of Common Stock issuable upon exercise of
certain of the Warrants, which, due to the Beneficial Ownership Limitation, is the maximum number of shares that could be issued upon
exercise of the Warrants.
|
|
|
*****
|
Percentage based on 14,589,842 shares of Common Stock outstanding, which is the sum of (a) 13,935,254 shares of Common Stock outstanding
as of November 1, 2021, as reported by the Issuer in its Form 10-Q, plus (b) 654,588 shares of Common Stock issuable upon exercise of
certain of the Warrants directly held by Redmile Capital Offshore II Master Fund, Ltd., which, due to the Beneficial Ownership Limitation,
is the maximum number of shares that could be issued upon exercise of the Warrants.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
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.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
N/A.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
|
See the response to Item 4.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11.
SIGNATURE
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 14, 2022
|
|
Redmile Group, LLC
|
|
|
|
|
|
By:
|
/s/ Jeremy C. Green
|
|
|
|
Name: Jeremy C. Green
|
|
|
|
Title: Managing Member
|
|
|
|
|
|
|
/s/ Jeremy C. Green
|
|
|
|
Jeremy C. Green
|
|
|
Redmile Strategic Master Fund, LP
|
|
|
By: Redmile Group, LLC, its investment
manager
|
|
|
|
|
|
By:
|
/s/ Jeremy C. Green
|
|
|
|
Name: Jeremy C. Green
|
|
|
|
Title: Managing Member
|
|
|
Redmile Capital Offshore II Master Fund,
Ltd.
|
|
|
By: Redmile Group, LLC, its investment
manager
|
|
|
|
|
|
By:
|
/s/ Jeremy C. Green
|
|
|
|
Name: Jeremy C. Green
|
|
|
|
Title: Managing Member
|