4//SEC Filing
GOLDBERG MURRAY A 4
Accession 0001213900-23-004539
CIK 0001797336other
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 9:00 PM ET
Size
14.2 KB
Accession
0001213900-23-004539
Insider Transaction Report
Form 4
Old Ayala, IncAYLA
GOLDBERG MURRAY A
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2023-01-19−17,500→ 0 totalExercise: $5.10Exp: 2028-03-20→ Common Stock (17,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2023-01-19−6,250→ 0 totalExercise: $10.35Exp: 2031-06-09→ Common Stock (6,250 underlying) - Disposition to Issuer
Stock Option (right to buy)
2023-01-19−12,500→ 0 totalExercise: $8.84Exp: 2030-02-12→ Common Stock (12,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2023-01-19−6,250→ 0 totalExercise: $1.63Exp: 2032-06-12→ Common Stock (6,250 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of that certain Agreement and Plan of Merger, dated October 18, 2022, by and among Ayala Pharmaceuticals, Inc. ("Ayala"), Advaxis, Inc. ("Advaxis"), and DOE Merger Sub, Inc., a wholly owned subsidiary of Advaxis (the "Merger Agreement"). The acquisition is more fully described in Ayala's definitive proxy statement filed with the Securities and Exchange Commission on December 12, 2022. In accordance with the terms of the Merger Agreement, each share of Ayala's common stock (the "Ayala Common Stock") was cancelled and converted into the right to receive 0.1874 shares (the "Exchange Ratio") of Advaxis common stock (the "Advaxis Common Stock").
- [F2]Each outstanding option to purchase Ayala Common Stock (each an "Ayala Option") was substituted and converted automatically into an option (each, an "Advaxis Replacement Option") to purchase the number of shares of Advaxis Common Stock equal to the product obtained by multiplying (a) the number of shares of Ayala Common Stock subject to such Ayala Option immediately prior to the effective time of the merger, by (b) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, with each such Advaxis Replacement Option to have an exercise price per share of Advaxis Common Stock equal to (x) the per share exercise price for the shares of Ayala Common Stock subject to the corresponding Ayala Option immediately prior to the effective time of the merger, divided by (y) the Exchange Ratio, rounded up to the nearest whole cent. The term, exercisability and other provisions of each Advaxis Replacement Option generally remains the same as the corresponding Ayala Option.
- [F3]This option is fully vested and exercisable.
- [F4]This option vests and becomes exercisable on the earlier of (i) June 13, 2023 or (ii) one day prior to the Company's 2023 annual meeting of shareholders, subject to the Reporting Person's continued service with the Issuer through such vesting date.
Documents
Issuer
Old Ayala, Inc
CIK 0001797336
Entity typeother
Related Parties
1- filerCIK 0001226435
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 9:00 PM ET
- Size
- 14.2 KB