Israel Biotech Fund II, L.P. 4/A
4/A · Ayala Pharmaceuticals, Inc. · Filed Sep 29, 2023
Insider Transaction Report
Form 4/AAmended
Israel Biotech Fund I, L.P.
10% Owner
Transactions
- Purchase
Convertible Promissory Note
2023-09-01$1500000.00/sh→ 1,304,348 total(indirect: See footnote)From: 2023-09-01Exp: 2028-08-07→ Common Stock (1,304,348 underlying) - Purchase
Convertible Promissory Note
2023-09-01$500000.00/sh→ 434,783 total(indirect: See footnote)From: 2023-09-01Exp: 2028-08-07→ Common Stock (434,783 underlying)
Footnotes (5)
- [F1]On August 7, 2023, the Issuer issued a Senior Secured Convertible Promissory Note (the "Note") to Israel Biotech Fund I, L.P. ("IBF 1"), with a principal amount of up to $2,000,000. The principal amount, plus accrued and unpaid interest and any charges thereon, is voluntarily convertible, at IBF 1's option, into shares of Common Stock at a conversion price equal to the lower of (i) the Common Stock's price per share as of market close on August 7, 2023, i.e., $1.15 (the "Initial Conversion Price") and (ii) the Common Stock's price per share as of the close of market on the trading date immediately prior to the date IBF 1 delivers a notice of conversion (the "Updated Conversion Price"), subject to adjustment as set forth therein.
- [F2]On September 1, 2023, following a written demand from the Issuer pursuant to the Note, IBF I and Israel Biotech Fund II, L.P. ("IBF 2") (following an assignment by IBF I, the original holder of the Note, of a portion of the rights and obligations under the Note) transferred to the Issuer the principal amount of $1,500,000 and $500,000, respectively.
- [F3]The number of shares of Common Stock was computed based on the Initial Conversion Price.
- [F4]The reported securities in this row are held of record by IBF 1. 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.
- [F5]The reported securities in this row are held of record by IBF 2. 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.