Israel Biotech Fund I, L.P.'s Form 4/A amendment
AmendedAyala Pharmaceuticals, Inc. (ADXS) · filed Sep 29, 2023
- Accession no.
- 0001178913-23-003253
- Filed
- Sep 29, 2023, 6:13 AM ET
- Trade date
- Sep 1, 2023
- Filing delay
- 28 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Sep 11, 2023
This filing lists 2 derivative transactions. It was filed 28 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Israel Biotech Fund I, L.P.CIK 0001652458 | 10% Owner |
| Israel Biotech Fund II, L.P.CIK 0001782947 | 10% Owner |
| I.B.F. Management Ltd.CIK 0001994849 | 10% Owner |
| Israel Biotech Fund GP Partners, L.P.CIK 0001994922 | 10% Owner |
| Israel Biotech Fund GP Partners II, L.P.CIK 0001994923 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 1, 2023 | Common Stock | PPurchaseAcquired | +1,304,348 | $1,500,000.00 | – | 1,304,348 | Indirect | Price outlierDuplicate filing |
| Sep 1, 2023 | Common Stock | PPurchaseAcquired | +434,783 | $500,000.00 | – | 434,783 | Indirect | Price outlierDuplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.