Israel Biotech Fund I, L.P. - Sep 1, 2023 Form 4/A - Amendment Insider Report for Ayala Pharmaceuticals, Inc. (ADXS)

Role
10%+ Owner
Signature
/s/ Yuval Cabilly, Managing Partner
Stock symbol
ADXS
Transactions as of
Sep 1, 2023
Transactions value $
$2,000,000
Form type
4/A - Amendment
Date filed
9/29/2023, 06:13 AM
Date Of Original Report
Sep 11, 2023
Previous filing
Sep 29, 2023
Next filing
Oct 31, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ADXS Convertible Promissory Note Purchase $1.5M 1.3M Sep 1, 2023 Common Stock 1.3M See footnote F1, F2, F3, F4
transaction ADXS Convertible Promissory Note Purchase $500K 435K Sep 1, 2023 Common Stock 435K See footnote F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

This Form 4/A amends the Form 4 filing dated September 11, 2023 (the "Original Form"), solely in order to add IBF I GP, IBF GP II and IBF Management as additional reporting persons. Although IBF I GP, IBF GP II and IBF Management were disclosed in the Original Form , they were unable to be included as reporting persons themselves as they did not have codes for the EDGAR system at the time.