Israel Biotech Fund I, L.P. - Mar 1, 2024 Form 4 Insider Report for Ayala Pharmaceuticals, Inc. (ADXS)

Signature
/s/ Yuval Cabilly, Managing Partner
Stock symbol
ADXS
Transactions as of
Mar 1, 2024
Transactions value $
$0
Form type
4
Date filed
3/6/2024, 07:13 AM
Previous 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 Rights Options Exercise -3.75M -47.85% 4.09M Mar 1, 2024 Common Stock 3.75M $0.40 See footnote F1, F2
transaction ADXS Rights Options Exercise -3.75M -27.86% 9.71M Mar 1, 2024 Common Stock 3.75M $0.40 See footnote F1, F3
transaction ADXS Convertible Promissory Note Options Exercise +1.5M +36.7% 5.59M Mar 1, 2024 Common Stock 1.5M $0.40 See footnote F1, F2, F4
transaction ADXS Convertible Promissory Note Options Exercise +1.5M +15.44% 11.2M Mar 1, 2024 Common Stock 1.5M $0.40 See footnote F1, F3, F4
transaction ADXS Warrants Options Exercise +2.25M +40.27% 7.84M Mar 1, 2024 Common Stock 2.25M $0.40 See footnote F1, F2, F4
transaction ADXS Warrants Options Exercise +2.25M +20.07% 13.5M Mar 1, 2024 Common Stock 2.25M $0.40 See footnote F1, F3, F4
* 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 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.

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.