4/A//SEC Filing
Israel Biotech Fund II, L.P. 4/A
Accession 0001178913-23-003253
CIK 0001100397other
Filed
Sep 28, 8:00 PM ET
Accepted
Sep 29, 6:13 AM ET
Size
18.2 KB
Accession
0001178913-23-003253
Insider Transaction Report
Form 4/AAmended
Israel Biotech Fund II, 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)
I.B.F. Management Ltd.
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)
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)
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)
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.
Documents
Issuer
Ayala Pharmaceuticals, Inc.
CIK 0001100397
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001782947
Filing Metadata
- Form type
- 4/A
- Filed
- Sep 28, 8:00 PM ET
- Accepted
- Sep 29, 6:13 AM ET
- Size
- 18.2 KB