Israel Biotech Fund I, L.P. - Nov 17, 2023 Form 4 Insider Report for Ayala Pharmaceuticals, Inc. (ADXS)

Role
10%+ Owner
Signature
/s/ Yuval Cabilly, Managing Partner
Stock symbol
ADXS
Transactions as of
Nov 17, 2023
Transactions value $
$2,400,000
Form type
4
Date filed
11/21/2023, 09:04 AM
Previous filing
Oct 31, 2023
Next filing
Feb 12, 2024

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 $750K 6.91M Nov 17, 2023 Common Stock 1.88M $0.40 See footnote F1, F2, F3, F6
transaction ADXS Convertible Promissory Note Purchase $1.65M 6.03M Nov 17, 2023 Common Stock 4.13M $0.40 See footnote F1, F2, F4, F6
transaction ADXS Warrants Purchase +2.81M +40.73% 9.72M Nov 17, 2023 Common Stock 2.81M $0.40 See footnote F1, F2, F3, F6
transaction ADXS Warrants Purchase +6.19M +102.54% 12.2M Nov 17, 2023 Common Stock 6.19M $0.40 See footnote F1, F2, F4, F6
transaction ADXS Warrants Purchase +5.63M +57.88% 15.3M Nov 17, 2023 Common Stock 5.63M $0.40 See footnote F2, F3, F5, F6
transaction ADXS Warrants Purchase +6.19M +78.23% 14.1M Nov 17, 2023 Common Stock 1.88M $0.40 See footnote F2, F4, F5, F6
transaction ADXS Rights Purchase +3.15M +20.53% 18.5M Nov 17, 2023 Common Stock 3.15M $0.40 See footnote F2, F3, F6, F7
transaction ADXS Rights Purchase +3.15M +22.35% 17.2M Nov 17, 2023 Common Stock 3.15M $0.40 See footnote F2, F4, F6, F7
transaction ADXS Rights Purchase +4.69M +25.35% 23.2M Nov 17, 2023 Common Stock 4.69M $0.40 See footnote F2, F3, F6, F8
transaction ADXS Rights Purchase +10.3M +59.79% 27.6M Nov 17, 2023 Common Stock 10.3M $0.40 See footnote F2, F4, F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As more fully described in a Schedule 13D/A filed by the Reporting Persons on 11/21/2023 (the "Schedule 13D/A"), on 11/17/2023 Issuer issued to Israel Biotech Fund I, L.P. ("IBF 1") and IBF II Israel Biotech Fund II, L.P. ("IBF 2") (i) Senior Convertible Promissory Notes (the "Notes"), with a principal amount of $750,000 and $1,650,000, respectively, and (ii) warrants to purchase shares of Common Stock at an exercise price of $0.40 per share, subject to adjustments (the "Warrants"). The principal amount, plus accrued and unpaid interest and charges thereon, of the Notes is convertible into shares of Common Stock at a conversion price equal to the lower of (i) $0.40 (the "Initial Conversion Price") and (ii) 50% of the Common Stock's price per share as of the close of market on the trading date immediately prior to delivery of a conversion notice, subject to adjustments.
F2 The number of shares of Common Stock was computed based on the Initial Conversion Price.
F3 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.
F4 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.
F5 As more fully described in the Schedule 13D/A, Issuer issued to IBF I and IBF II (i) Amended and Restated Senior Secured Convertible Promissory Notes (the "A&R Notes"), with a principal amount of $1,500,000 and $500,000, respectively, that amend and restate the terms of the Senior Secured Convertible Promissory Notes dated August 7, 2023 (the "Original Notes"), to conform to the terms of the Notes, and (ii) warrants to purchase shares of Common Stock (the "A&R Warrants") on the terms of the Warrants.
F6 The reported securities in this row (i) take into account the reduction in the initial conversion price from $1.15 in the Original Notes (thereby convertible by IBF and IBF II into 1,304,348 shares of Common Stock and 434,783 shares of Common Stock, respectively) to $0.40 in the A&R Notes (thereby convertible by IBF and IBF II into 3,750,000 shares of Common Stock and 1,250,000 shares of Common Stock, respectively) and (ii) do not account for interest and other charges on any of the convertible promissory notes that may, at the option of Issuer, be convertible into shares of Common Stock.
F7 As more fully described in the Schedule 13D/A, Issuer, IBF I, IBF II and others entered into a Side Letter Agreement (New Notes) (the "SLA") pursuant to which, among other things, IBF I and IBF II have the right to purchase senior convertible promissory notes on the same terms (including with respect to warrant coverage) of the Notes in an amount equal to $504,000 and $504,000, respectively, until the earliest of 11/17/2028, the date of consummation of a Change of Control Transaction and the date of consummation of a Financing Transaction (both as defined in the SLA) (the "SAFE Amount Option"). The reported securities in this row assume that the SAFE Amount Option was exercised in full, such that each of IBF I and IBF II were issued new Notes and Warrants.
F8 As more fully described in the Schedule 13D/A, pursuant to the SLA, among other things, IBF I and IBF II have the right to purchase senior convertible promissory notes on the same terms (including with respect to warrant coverage) of the Notes in an amount equal to $750,000 and $1,650,000, respectively, until the earliest of 5/17/2024, the date of consummation of a Change of Control Transaction and the date of consummation of a Financing Transaction (the "Loan Amount Option"). The reported securities in this row assume that the Loan Amount Option was exercised in full, such that each of IBF I and IBF II were issued new Notes and Warrants.