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Filing Details

Accession Number:: 0001178913-23-003462
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-10-31 07:08:02
Reporting Period:: 2023-10-18

Accepted Time:: 2023-10-31 07:08:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1100397	Ayala Pharmaceuticals Inc.	ADXS	Pharmaceutical Preparations (2834)	841521955

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1652458	Israel Biotech Fund I, L.p.	75 Fort Street, Clifton House, Po Box, 1350 Grand Cayman E9 KY1-1108	No	No	Yes	No
1782947	Israel Biotech Fund Ii, L.p.	75 Fort Street, Clifton House, Po Box, 1350 Grand Cayman E9 KY1-1108	No	No	Yes	No
1994849	Ltd. Management I.b.f.	4 Oppenheimer St. Rehovot L3 7670104	No	No	Yes	No
1994922	Israel Biotech Fund Gp Partners, L.p.	75 Fort Street, Clifton House, Po Box, 1350 Grand Cayman E9 KY1-1108	No	No	Yes	No
1994923	Israel Biotech Fund Gp Partners Ii, L.p.	75 Fort Street, Clifton House, Po Box, 1350 Grand Cayman E9 KY1-1108	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share	Acquisiton	2023-10-18	658,858	$0.00	2,584,909	No	4	P	Indirect	See footnote
Common Stock, Par Value $0.001 Per Share	Acquisiton	2023-10-18	658,858	$0.00	1,094,091	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Footnotes

As more fully described in a Schedule 13D/A filed by the Reporting Persons on October 31, 2023 (the "Schedule 13D/A"), on October 18, 2023, the Issuer issued to Israel Biotech Fund I, L.P. ("IBF 1") and IBF II Israel Biotech Fund II, L.P. ("IBF 2") 338,693 shares of Common Stock and 338,693 shares of Common Stock, respectively (collectively, the "Biosight Consideration Shares"), upon the consummation of the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated July 26, 2023, by and among the Issuer, Advaxis Israel Ltd. and Biosight Ltd. (the "Biosight Merger").
As more fully described in the Schedule 13D/A, (i) in connection with the Biosight Merger and pursuant to a Side Letter Agreement for Conversion, dated September 15, 2023 (the "Side Letter Agreement"), by and between the Issuer, IBF I, IBF II and certain other investors, the Issuer is also in the process of issuing to IBF I and IBF II 320,615 shares of Common Stock and 320,615 shares of Common Stock, respectively (collectively, the "SAFE Initial Shares"), and (ii) subject to the terms and conditions of the Side Letter Agreement, each of IBF I and IBF II has the right to invest additional $504,000 in the Issuer for a purchase price that is presently undeterminable (collectively, the "SAFE Additional Shares").
The reported securities in this row (i) are held of record by IBF 1 and (ii) for the sake of clarity, exclude the SAFE Additional Shares. 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.
The reported securities in this row (i) are held of record by IBF 2 and (ii) for the sake of clarity, exclude the SAFE Additional Shares. 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.