Israel Biotech Fund I, L.P.'s Form 4 filing
Ayala Pharmaceuticals, Inc. (ADXS) · filed Oct 31, 2023
- Accession no.
- 0001178913-23-003462
- Filed
- Oct 31, 2023, 7:08 AM ET
- Trade date
- Oct 18, 2023
- Filing delay
- 13 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 2 non-derivative transactions. It was filed 13 days after the trade, past the 2-business-day deadline.
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.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 18, 2023 | Common Stock, par value $0.001 per share | PPurchaseAcquired | +658,858 | $0.00F1,F2 | $0 | 2,584,909 | Indirect | |
| Oct 18, 2023 | Common Stock, par value $0.001 per share | PPurchaseAcquired | +658,858 | $0.00F1,F2 | $0 | 1,094,091 | Indirect |
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
As more fully described in a Schedule 13D/A filed by the Reporting Persons on October 31, 2023 (the "Schedule 13D/A"), on October 18, 2023, the Issuer issued to Israel Biotech Fund I, L.P. ("IBF 1") and IBF II Israel Biotech Fund II, L.P. ("IBF 2") 338,693 shares of Common Stock and 338,693 shares of Common Stock, respectively (collectively, the "Biosight Consideration Shares"), upon the consummation of the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated July 26, 2023, by and among the Issuer, Advaxis Israel Ltd. and Biosight Ltd. (the "Biosight Merger").
Referenced by the price of 2 transactions in Table I.
- F2
As more fully described in the Schedule 13D/A, (i) in connection with the Biosight Merger and pursuant to a Side Letter Agreement for Conversion, dated September 15, 2023 (the "Side Letter Agreement"), by and between the Issuer, IBF I, IBF II and certain other investors, the Issuer is also in the process of issuing to IBF I and IBF II 320,615 shares of Common Stock and 320,615 shares of Common Stock, respectively (collectively, the "SAFE Initial Shares"), and (ii) subject to the terms and conditions of the Side Letter Agreement, each of IBF I and IBF II has the right to invest additional $504,000 in the Issuer for a purchase price that is presently undeterminable (collectively, the "SAFE Additional Shares").
Referenced by the price of 2 transactions in Table I.