Israel Biotech Fund I, L.P.'s Form 4 filing
Ayala Pharmaceuticals, Inc. (ADXS) · filed Nov 21, 2023
- Accession no.
- 0001178913-23-003762
- Filed
- Nov 21, 2023, 9:04 AM ET
- Trade date
- Nov 17, 2023
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 10 derivative transactions. It was filed 4 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 |
|---|---|---|---|---|---|---|---|---|
| Nov 17, 2023 | Common Stock | PPurchaseAcquired | +1,875,000 | –F1 | – | 6,905,561 | Indirect | |
| Nov 17, 2023 | Common Stock | PPurchaseAcquired | +4,125,000 | –F1 | – | 6,034,308 | Indirect | |
| Nov 17, 2023 | Common Stock | PPurchaseAcquired | +2,812,500 | –F1 | – | 9,718,061 | Indirect | |
| Nov 17, 2023 | Common Stock | PPurchaseAcquired | +6,187,500 | –F1 | – | 12,221,808 | Indirect | |
| Nov 17, 2023 | Common Stock | PPurchaseAcquired | +5,625,000 | –F5 | – | 15,343,061 | Indirect | |
| Nov 17, 2023 | Common Stock | PPurchaseAcquired | +1,875,000 | –F5 | – | 14,096,808 | Indirect | |
| Nov 17, 2023 | Common Stock | PPurchaseAcquired | +3,150,000 | –F7 | – | 18,493,061 | Indirect | |
| Nov 17, 2023 | Common Stock | PPurchaseAcquired | +3,150,000 | –F7 | – | 17,246,808 | Indirect | |
| Nov 17, 2023 | Common Stock | PPurchaseAcquired | +4,687,500 | –F8 | – | 23,180,561 | Indirect | |
| Nov 17, 2023 | Common Stock | PPurchaseAcquired | +10,312,500 | –F8 | – | 27,559,308 | 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 11/21/2023 (the "Schedule 13D/A"), 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") (i) Senior Convertible Promissory Notes (the "Notes"), with a principal amount of $750,000 and $1,650,000, respectively, and (ii) warrants to purchase shares of Common Stock at an exercise price of $0.40 per share, subject to adjustments (the "Warrants"). The principal amount, plus accrued and unpaid interest and charges thereon, of the Notes is convertible into shares of Common Stock at a conversion price equal to the lower of (i) $0.40 (the "Initial Conversion Price") and (ii) 50% of the Common Stock's price per share as of the close of market on the trading date immediately prior to delivery of a conversion notice, subject to adjustments.
Referenced by the price of 4 transactions in Table II.
- F5
As more fully described in the Schedule 13D/A, Issuer issued to IBF I and IBF II (i) Amended and Restated Senior Secured Convertible Promissory Notes (the "A&R Notes"), with a principal amount of $1,500,000 and $500,000, respectively, that amend and restate the terms of the Senior Secured Convertible Promissory Notes dated August 7, 2023 (the "Original Notes"), to conform to the terms of the Notes, and (ii) warrants to purchase shares of Common Stock (the "A&R Warrants") on the terms of the Warrants.
Referenced by the price of 2 transactions in Table II.
- F7
As more fully described in the Schedule 13D/A, Issuer, IBF I, IBF II and others entered into a Side Letter Agreement (New Notes) (the "SLA") pursuant to which, among other things, IBF I and IBF II have the right to purchase senior convertible promissory notes on the same terms (including with respect to warrant coverage) of the Notes in an amount equal to $504,000 and $504,000, respectively, until the earliest of 11/17/2028, the date of consummation of a Change of Control Transaction and the date of consummation of a Financing Transaction (both as defined in the SLA) (the "SAFE Amount Option"). The reported securities in this row assume that the SAFE Amount Option was exercised in full, such that each of IBF I and IBF II were issued new Notes and Warrants.
Referenced by the price of 2 transactions in Table II.
- F8
As more fully described in the Schedule 13D/A, pursuant to the SLA, among other things, IBF I and IBF II have the right to purchase senior convertible promissory notes on the same terms (including with respect to warrant coverage) of the Notes in an amount equal to $750,000 and $1,650,000, respectively, until the earliest of 5/17/2024, the date of consummation of a Change of Control Transaction and the date of consummation of a Financing Transaction (the "Loan Amount Option"). The reported securities in this row assume that the Loan Amount Option was exercised in full, such that each of IBF I and IBF II were issued new Notes and Warrants.
Referenced by the price of 2 transactions in Table II.