4//SEC Filing
Israel Biotech Fund II, L.P. 4
Accession 0001178913-23-003462
CIK 0001100397other
Filed
Oct 30, 8:00 PM ET
Accepted
Oct 31, 7:08 AM ET
Size
17.0 KB
Accession
0001178913-23-003462
Insider Transaction Report
Form 4
Transactions
- Purchase
Common Stock, par value $0.001 per share
2023-10-18+658,858→ 1,094,091 total(indirect: See footnote) - Purchase
Common Stock, par value $0.001 per share
2023-10-18+658,858→ 2,584,909 total(indirect: See footnote)
Transactions
- Purchase
Common Stock, par value $0.001 per share
2023-10-18+658,858→ 1,094,091 total(indirect: See footnote) - Purchase
Common Stock, par value $0.001 per share
2023-10-18+658,858→ 2,584,909 total(indirect: See footnote)
I.B.F. Management Ltd.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2023-10-18+658,858→ 1,094,091 total(indirect: See footnote) - Purchase
Common Stock, par value $0.001 per share
2023-10-18+658,858→ 2,584,909 total(indirect: See footnote)
Israel Biotech Fund I, L.P.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2023-10-18+658,858→ 1,094,091 total(indirect: See footnote) - Purchase
Common Stock, par value $0.001 per share
2023-10-18+658,858→ 2,584,909 total(indirect: See footnote)
Israel Biotech Fund II, L.P.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2023-10-18+658,858→ 1,094,091 total(indirect: See footnote) - Purchase
Common Stock, par value $0.001 per share
2023-10-18+658,858→ 2,584,909 total(indirect: See footnote)
Footnotes (4)
- [F1]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").
- [F2]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").
- [F3]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.
- [F4]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.
Documents
Issuer
Ayala Pharmaceuticals, Inc.
CIK 0001100397
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001782947
Filing Metadata
- Form type
- 4
- Filed
- Oct 30, 8:00 PM ET
- Accepted
- Oct 31, 7:08 AM ET
- Size
- 17.0 KB