4//SEC Filing
Israel Biotech Fund II, L.P. 4
Accession 0001178913-24-000828
CIK 0001100397other
Filed
Mar 5, 7:00 PM ET
Accepted
Mar 6, 7:13 AM ET
Size
27.9 KB
Accession
0001178913-24-000828
Insider Transaction Report
Form 4
Israel Biotech Fund I, L.P.
10% Owner
Transactions
- Exercise/Conversion
Rights
2024-03-01−3,750,000→ 4,087,500 total(indirect: See footnote)Exercise: $0.40From: 2023-11-17→ Common Stock (3,750,000 underlying) - Exercise/Conversion
Rights
2024-03-01−3,750,000→ 9,712,500 total(indirect: See footnote)Exercise: $0.40From: 2023-11-17→ Common Stock (3,750,000 underlying) - Exercise/Conversion
Convertible Promissory Note
2024-03-01+1,500,000→ 5,587,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (1,500,000 underlying) - Exercise/Conversion
Convertible Promissory Note
2024-03-01+1,500,000→ 11,212,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (1,500,000 underlying) - Exercise/Conversion
Warrants
2024-03-01+2,250,000→ 7,837,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (2,250,000 underlying) - Exercise/Conversion
Warrants
2024-03-01+2,250,000→ 13,462,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (2,250,000 underlying)
Israel Biotech Fund II, L.P.
10% Owner
Transactions
- Exercise/Conversion
Warrants
2024-03-01+2,250,000→ 13,462,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (2,250,000 underlying) - Exercise/Conversion
Convertible Promissory Note
2024-03-01+1,500,000→ 11,212,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (1,500,000 underlying) - Exercise/Conversion
Warrants
2024-03-01+2,250,000→ 7,837,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (2,250,000 underlying) - Exercise/Conversion
Rights
2024-03-01−3,750,000→ 9,712,500 total(indirect: See footnote)Exercise: $0.40From: 2023-11-17→ Common Stock (3,750,000 underlying) - Exercise/Conversion
Rights
2024-03-01−3,750,000→ 4,087,500 total(indirect: See footnote)Exercise: $0.40From: 2023-11-17→ Common Stock (3,750,000 underlying) - Exercise/Conversion
Convertible Promissory Note
2024-03-01+1,500,000→ 5,587,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (1,500,000 underlying)
Transactions
- Exercise/Conversion
Convertible Promissory Note
2024-03-01+1,500,000→ 11,212,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (1,500,000 underlying) - Exercise/Conversion
Rights
2024-03-01−3,750,000→ 4,087,500 total(indirect: See footnote)Exercise: $0.40From: 2023-11-17→ Common Stock (3,750,000 underlying) - Exercise/Conversion
Convertible Promissory Note
2024-03-01+1,500,000→ 5,587,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (1,500,000 underlying) - Exercise/Conversion
Warrants
2024-03-01+2,250,000→ 13,462,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (2,250,000 underlying) - Exercise/Conversion
Rights
2024-03-01−3,750,000→ 9,712,500 total(indirect: See footnote)Exercise: $0.40From: 2023-11-17→ Common Stock (3,750,000 underlying) - Exercise/Conversion
Warrants
2024-03-01+2,250,000→ 7,837,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (2,250,000 underlying)
I.B.F. Management Ltd.
10% Owner
Transactions
- Exercise/Conversion
Rights
2024-03-01−3,750,000→ 9,712,500 total(indirect: See footnote)Exercise: $0.40From: 2023-11-17→ Common Stock (3,750,000 underlying) - Exercise/Conversion
Convertible Promissory Note
2024-03-01+1,500,000→ 11,212,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (1,500,000 underlying) - Exercise/Conversion
Convertible Promissory Note
2024-03-01+1,500,000→ 5,587,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (1,500,000 underlying) - Exercise/Conversion
Warrants
2024-03-01+2,250,000→ 13,462,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (2,250,000 underlying) - Exercise/Conversion
Rights
2024-03-01−3,750,000→ 4,087,500 total(indirect: See footnote)Exercise: $0.40From: 2023-11-17→ Common Stock (3,750,000 underlying) - Exercise/Conversion
Warrants
2024-03-01+2,250,000→ 7,837,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (2,250,000 underlying)
Transactions
- Exercise/Conversion
Rights
2024-03-01−3,750,000→ 9,712,500 total(indirect: See footnote)Exercise: $0.40From: 2023-11-17→ Common Stock (3,750,000 underlying) - Exercise/Conversion
Convertible Promissory Note
2024-03-01+1,500,000→ 11,212,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (1,500,000 underlying) - Exercise/Conversion
Rights
2024-03-01−3,750,000→ 4,087,500 total(indirect: See footnote)Exercise: $0.40From: 2023-11-17→ Common Stock (3,750,000 underlying) - Exercise/Conversion
Convertible Promissory Note
2024-03-01+1,500,000→ 5,587,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (1,500,000 underlying) - Exercise/Conversion
Warrants
2024-03-01+2,250,000→ 7,837,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (2,250,000 underlying) - Exercise/Conversion
Warrants
2024-03-01+2,250,000→ 13,462,500 total(indirect: See footnote)Exercise: $0.40From: 2024-03-01Exp: 2028-11-17→ Common Stock (2,250,000 underlying)
Footnotes (4)
- [F1]As more fully described in a Schedule 13D/A and Form 4 filed by the Reporting Persons on 11/21/2023, on 11/17/2023, Issuer, Israel Biotech Fund I, L.P. ("IBF 1"), IBF II Israel Biotech Fund II, L.P. ("IBF 2") and others entered into a Side Letter Agreement (New Notes) (the "SLA") pursuant to which, among other things, IBF I and IBF II received rights ("Rights") to purchase senior convertible promissory notes and, in connection therewith, warrants on the terms set forth therein. As described in the Form 8-K filed by the Issuer on 03/05/2024, IBF I and IBF II exercised part of the Rights and Issuer issued to each of IBF I and IBF II (i) senior convertible promissory notes, dated 03/01/2024, with a principal amount of $600,000, at an initial conversion price of $0.40 ("Notes"), and (ii) warrants, dated 03/01/2024, to purchase 2,250,000 shares of Common Stock, at an exercise price of $0.40 per share, subject to adjustments ("Warrants").
- [F2]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.
- [F3]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.
- [F4]The remaining derivative securities reported in this row include the remaining Rights of IBF I and IBF II.
Documents
Issuer
Ayala Pharmaceuticals, Inc.
CIK 0001100397
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001782947
Filing Metadata
- Form type
- 4
- Filed
- Mar 5, 7:00 PM ET
- Accepted
- Mar 6, 7:13 AM ET
- Size
- 27.9 KB