Filing Details

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1	Name of Reporting Persons
	Harel Insurance Investments & Financial Services Ltd.
2	Check the Appropriate Box if a Member of a Group
	(a) ☒
	(b) ☐
3	SEC Use only
4	Place of Organization
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	Sole Voting Power
			0
		6	Shared Voting Power
			2,163,834  Shares*
		7	Sole Dispositive Power
			0
		8	Shared Dispositive Power
			2,163,834 Shares*
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	2,163,834 Shares*
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	☐
11	Percent of Class Represented by Amount in Row (9)
	17.4%**
12	Type of Reporting Person:
	CO

*See Item 4.

** Based on 12,446,611 shares of Common Stock issued and outstanding as of May 12, 2020 (after giving effect to the closing of the Issuer’s initial public offering as reported by the Issuer in its Prospectus (forming part of a Registration Statement on Form S-1) filed with the Securities and Exchange Commission on May 11, 2020).

*See Item 4.

** Based on 12,446,611 shares of Common Stock issued and outstanding as of May 7, 2020 (but after giving effect to the closing of the Issuer’s initial public offering as reported by the Issuer in its Prospectus (forming part of a Registration Statement on Form S-1) filed with the Securities and Exchange Commission on May 11, 2020).

Item 1.

Ayala Pharmaceuticals, Inc. (the “Issuer”).

Item 2.

The following entities are referred to as the “Reporting Persons” in this Statement:

Harel Insurance Investments & Financial Services Ltd. (“Harel Holdings”), an Israeli public company, with a principal business address at Harel House; 3 Aba Hillel Street; Ramat Gan 52118, Israel.

Harel Insurance Company Ltd. (“Harel Insurance”), an Israeli company wholly owned by Harel Holdings, with a principal business address at Harel House; 3 Aba Hillel Street; Ramat Gan 52118, Israel.

Common Stock, par value $0.01 per share (the “Shares”).

Not Applicable.

Of the 2,163,834 Shares reported in this Statement as beneficially owned by the Reporting Person (i) 500,000 Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Persons, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii) 1,663,834 Shares are beneficially held for Harel Insurance’s own account. Consequently, this Statement shall not be construed as an admission by the Reporting Persons that they are the beneficial owners of more than 1,663,834 Shares.

Except as set forth above, see items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are incorporated herein.

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 ☐.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

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.

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.

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