Filing Details

CUSIP No.		007624307
1.		Names of Reporting Persons   aMoon Growth Fund G.P. Limited Partnership
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 Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power   0
		6.	Shared Voting Power 560,602
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   560,602
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   560,602
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9)   12.20%
12.		Type of Reporting Person (See Instructions)   PN

 

Item 2(a)-(b)

Name of Person Filing; Address of Principal Business Office or, if none, Residence

Item 2(c)

Citizenship

aMoon is a Cayman Islands exempted limited partnership; aMoon G.P. is an Israeli limited partnership; aMoon Ltd. is an Israeli company; and Schindel is an Israeli citizen. 

Common Stock, par value $0.001 per share

aMoon Growth Fund Limited Partnership

All share percentage calculation are based on 4,593,355 shares of Common Stock, as reported by the Issuer in its Proxy Statement on Schedule 14A, dated December 12, 2022, as filed with the Securities and Exchange Commission on December 13, 2022.

(c)

Number of shares as to which the  person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 560,602 shares of Common Stock

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 560,602 shares of Common Stock

(a)

Amount beneficially owned:  560,602 shares of Common Stock.  aMoon G.P. is the sole general partner of aMoon.  By virtue of such relationship, aMoon G.P. may be deemed to have shared voting and investment power with respect to the shares of Common Stock of the Issuer held by aMoon.

(b)

Percent of Class: 12.20%

(c)

Number of shares as to which the  person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 560,602 shares of Common Stock

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 560,602 shares of Common Stock

(a)

Amount beneficially owned:  560,602 shares of Common Stock.  aMoon Ltd. is the sole general partner of aMoon G.P.  By virtue of such relationships, aMoon Ltd. may be deemed to have shared voting and investment power with respect to the shares of Common Stock of the Issuer held by aMoon.

(b)

Percent of Class: 12.20%

(c)

Number of shares as to which the  person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 560,602 shares of Common Stock

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 560,602 shares of Common Stock

(a)

Amount beneficially owned:  560,602 shares of Common Stock.  Schindel is the sole shareholder of aMoon Ltd. By virtue of such relationships, Schindel may be deemed to have shared voting and investment power with respect to the shares of Common Stock of the Issuer held by aMoon. Schindel disclaims beneficial ownership of the shares of Common Stock of the Issuer held by aMoon, aMoon G.P. and aMoon Ltd., except to the extent of his pecuniary interest therein, if any.

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.

 

	AMOON GROWTH FUND LIMITED PARTNERSHIP BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER BY:  AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER
	By:	/s/ Dr. Yair C. Schindel
		Name: Dr. Yair C. Schindel
		Title:   Director

EXHIBIT A TO SCHEDULE 13G

 

Joint Filing Agreement

 

The undersigned hereby agree that the Schedule 13G (the “Schedule 13G”), filed by the undersigned with respect to shares of Common Stock, par value $0.001 per Share of Ayala Pharmaceuticals, Inc. is filed, and all amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an Exhibit to the Schedule 13G.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.  

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement this 30th day of January 2023.