David Sidransky - 19 Jan 2023 Form 4 Insider Report for Old Ayala, Inc

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 19 Jan 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 23 Jan 2023, 20:00:31 UTC
Prior SEC filing: 29 Dec 2022
Next SEC filing: 07 Nov 2023
Source filing: View source filing
Reporting owner signature: /s/ Roni Mamluk, Ph.D., Attorney-in-Fact for David Sidransky, M.D.

Key filing fact

David Sidransky filed Form 4 for Old Ayala, Inc on 23 Jan 2023.

Key facts

This page summarizes David Sidransky's Form 4 filing for Old Ayala, Inc.
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 23 Jan 2023, 20:00.

Change

Previous filing in this sequence was filed on 29 Dec 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AYLA transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -250
Change %: -100%
Price
Shares after: 0
Date: 19 Jan 2023
Ownership: Held by Reporting Person's son
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AYLA transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -12,500
Change %: -100%
Price
Shares after: 0
Date: 19 Jan 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 12,500
Exercise price: $10.35
Footnotes: F1, F2, F3

AYLA transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -12,500
Change %: -100%
Price
Shares after: 0
Date: 19 Jan 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 12,500
Exercise price: $1.63
Footnotes: F1, F2, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

David Sidransky is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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.

Footnote F3

This option is fully vested and exercisable.

Footnote 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.