Sec Form 3/A Filing - Israel Biotech Fund I, L.P. @ Ayala Pharmaceuticals, Inc. - 2023-01-19

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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Israel Biotech Fund I, L.P.
2. Issuer Name and Ticker or Trading Symbol
Ayala Pharmaceuticals, Inc. [ ADXS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
75 FORT STREET, CLIFTON HOUSE,, PO BOX, 1350
3. Date of Earliest Transaction (MM/DD/YY)
01/19/2023
(Street)
GRAND CAYMAN, E9KY1-1108
4. If Amendment, Date Original Filed (MM/DD/YY)
09/11/2023
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 621,253 ( 1 ) I See footnote ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Ot her
Israel Biotech Fund I, L.P.
75 FORT STREET, CLIFTON HOUSE,
PO BOX, 1350
GRAND CAYMAN, E9KY1-1108
X
Israel Biotech Fund GP Partners, L.P.
75 FORT STREET, CLIFTON HOUSE,
PO BOX, 1350
GRAND CAYMAN, E9KY1-1108
X
I.B.F. Management Ltd.
4 OPPENHEIMER ST.
REHOVOT, L37670104
X
Signatures
/s/ Yuval Cabilly, Managing Partner 09/29/2023
Signature of Reporting Person Date
/s/ Yuval Cabilly, General Partner 09/29/2023
Signature of Reporting Person Date
/s/ Yuval Cabilly, Chief Executive Officer 09/29/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares are held of record by Israel Biotech Fund I, L.P. ("IBF 1"). These shares were received by IBF 1 as a result of the merger, on or about January 19, 2023, of Old Ayala, Inc. (f/k/a Ayala Pharmaceuticals, Inc.) ("Old Ayala") with a wholly-owned subsidiary of the Issuer (f/k/a Advaxis, Inc.), pursuant to an Agreement and Plan of Merger (the "Advaxis Merger Agreement"), dated October 18, 2022, by and among the Issuer, Old Ayala and Doe Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer.
( 2 )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 shares held of record by IBF 1. Each of IBF 1 GP and IBF Management disclaims beneficial ownership of the shares held by IBF 1, except to the extent of their pecuniary interest therein, if any.

Remarks:
This Form 3/A amends the Form 3 filing dated September 11, 2023 (the "Original Form"), solely in order to add IBF I GP and IBF Management as additional reporting persons. Although IBF I GP 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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