Israel Biotech Fund I, L.P. - Feb 7, 2024 Form 4 Insider Report for Ayala Pharmaceuticals, Inc. (ADXS)

Signature
/s/ Yuval Cabilly, Managing Partner
Stock symbol
ADXS
Transactions as of
Feb 7, 2024
Transactions value $
$4,539,287
Form type
4
Date filed
2/12/2024, 02:16 PM
Previous filing
Nov 21, 2023
Next filing
Mar 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ADXS Common Stock, par value $0.001 per share Options Exercise $770K +1.93M +21.13% $0.40 11M Feb 7, 2024 See footnote F1, F2
transaction ADXS Common Stock, par value $0.001 per share Options Exercise $1.7M +4.24M +30.01% $0.40 18.4M Feb 7, 2024 See footnote F1, F3
transaction ADXS Common Stock, par value $0.001 per share Options Exercise $1.55M +3.89M +35.2% $0.40 14.9M Feb 7, 2024 See footnote F2, F4
transaction ADXS Common Stock, par value $0.001 per share Options Exercise $518K +1.3M +7.06% $0.40 19.7M Feb 7, 2024 See footnote F3, F4
transaction ADXS Common Stock, par value $0.001 per share Options Exercise $3.38M +8.44M +56.51% $0.40 23.4M Feb 7, 2024 See footnote F2, F5
transaction ADXS Common Stock, par value $0.001 per share Tax liability -$3.37M -2.71M -11.59% $1.25* 20.7M Feb 7, 2024 See footnote F2, F5
transaction ADXS Common Stock, par value $0.001 per share Options Exercise $3.23M +8.06M +41.02% $0.40 27.7M Feb 7, 2024 See footnote F3, F5
transaction ADXS Common Stock, par value $0.001 per share Tax liability -$3.22M -2.59M -9.33% $1.25* 25.1M Feb 7, 2024 See footnote F3, F5

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 Options Exercise -1.93M -12.36% 13.7M Feb 7, 2024 Common Stock 1.93M $0.40 See footnote F1, F2
transaction ADXS Convertible Promissory Note Options Exercise -4.24M -18.24% 19M Feb 7, 2024 Common Stock 4.24M $0.40 See footnote F1, F3
transaction ADXS Convertible Promissory Note Options Exercise -3.89M -24.9% 11.7M Feb 7, 2024 Common Stock 3.89M $0.40 See footnote F2, F4
transaction ADXS Convertible Promissory Note Options Exercise -1.3M -8.07% 14.8M Feb 7, 2024 Common Stock 1.3M $0.40 See footnote F3, F4
transaction ADXS Warrants Options Exercise -8.44M -51.84% 7.84M Feb 7, 2024 Common Stock 8.44M $0.40 See footnote F1, F2, F5, F6
transaction ADXS Warrants Options Exercise -8.06M -37.46% 13.5M Feb 7, 2024 Common Stock 8.06M $0.40 See footnote F1, F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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") Senior Convertible Promissory Notes, with a principal amount of $750,000 and $1,650,000, respectively (the "Notes"), and, in connection therewith, warrants to purchase 2,812,500 shares of Common Stock and 6,187,500 shares of Common Stock, respectively, at an exercise price of $0.40 per share, subject to adjustments (the "Warrants"). As more fully described in a Schedule 13D/A filed by the Reporting Persons on 2/12/2024 (the "Schedule 13D/A"), on 2/7/2024 the Notes were converted into 1,926,221 shares of Common Stock and 4,237,687 shares of Common Stock, respectively, which number of shares represents the aggregate principal amount plus aggregate accrued interest due on the Notes, divided by $0.40 (the "Conversion Price").
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 On 11/17/2023, Issuer issued to IBF 1 and IBF II Amended and Restated Senior Secured Convertible Promissory Notes with a principal amount of $1,500,000 and $500,000, respectively (the "A&R Notes"), and, in connection therewith, warrants to purchase 5,625,000 shares of Common Stock and 1,875,000 shares of Common Stock, respectively, at an exercise price of $0.40 per share, subject to adjustments (the "A&R Warrants"). As more fully described in the Schedule 13D/A, on 2/7/2024, the A&R Notes were converted into 3,887,438 shares of Common Stock and 1,295,813 shares of Common Stock, respectively, which number of shares represents the aggregate principal amount plus aggregate accrued interest due on the Notes, divided by the Conversion Price.
F5 As more fully described in the Schedule 13D/A, (i) IBF I exercised an aggregate of 8,437,500 Warrants and A&R Warrants it holds (through a "cashless exercise") and, on 2/7/2024, the Issuer issued to IBF I a total of 5,729,919 shares of Common Stock in respect thereto (which reflects a total of 2,707,581 shares "withheld" by the Issuer in connection with the "cashless exercise" of such warrants to satisfy the aggregate exercise price of such warrants, based on the daily VWAP of the shares of Common Stock of $1.2465), and (ii) IBF II exercised an aggregate of 8,062,500 Warrants and A&R Warrants it holds (through a cashless exercise) and, on 2/7/2024, the Issuer issued to IBF II a total of 5,475,595 shares of Common Stock in respect thereto (which reflects a total of 2,586,905 shares "withheld" by the Issuer in connection with the "cashless exercise" of such warrants, based on the daily VWAP of the shares of Common Stock of $1.2465).
F6 The remaining derivative securities reported in this row reflect the rights of IBF I and IBF II to purchase senior convertible promissory notes on the same terms (including with respect to warrant coverage) as the Notes, as previously reported on Form 4 filed by the Reporting Persons on 11/21/2023.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be "directors by deputization" of the Issuer by virtue of their representatives on the Issuer's board of directors.