Sec Form 4 Filing - Israel Biotech Fund I, L.P. @ Ayala Pharmaceuticals, Inc. - 2024-03-01

FORM 4 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) X __ 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) 03/01/2024 (Street) GRAND CAYMAN, E9KY1-1108 4. If Amendment, Date Original Filed (MM/DD/YY) 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

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 Rights $ 0.4 ( 1 ) 03/01/2024 M 3,750,000 ( 1 ) 11/17/2023 ( 1 ) Common Stock 3,750,000 ( 1 ) ( 1 ) 4,087,500 ( 1 ) I See footnote ( 2 ) Rights $ 0.4 ( 1 ) 03/01/2024 M 3,750,000 ( 1 ) 11/17/2023 ( 1 ) Common Stock 3,750,000 ( 1 ) ( 1 ) 9,712,500 ( 1 ) I See footnote ( 3 ) Convertible Promissory Note $ 0.4 ( 4 ) 03/01/2024 M 1,500,000 ( 1 ) 03/01/2024 11/17/2028 Common Stock 1,500,000 ( 1 ) ( 1 ) 5,587,500 ( 1 ) I See footnote ( 2 ) Convertible Promissory Note $ 0.4 ( 4 ) 03/01/2024 M 1,500,000 ( 1 ) 03/01/2024 11/17/2028 Common Stock 1,500,000 ( 1 ) ( 1 ) 11,212,500 ( 1 ) I See footnote ( 3 ) Warrants $ 0.4 ( 1 ) 03/01/2024 M 2,250,000 ( 1 ) 03/01/2024 11/17/2028 Common Stock 2,250,000 ( 1 ) ( 1 ) 7,837,500 ( 1 ) ( 4 ) I See footnote ( 2 ) Warrants $ 0.4 ( 1 ) 03/01/2024 M 2,250,000 ( 1 ) 03/01/2024 11/17/2028 Common Stock 2,250,000 ( 1 ) ( 1 ) 13,462,500 ( 1 ) ( 4 ) I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Israel Biotech Fund I, L.P. 75 FORT STREET, CLIFTON HOUSE, PO BOX, 1350 GRAND CAYMAN, E9KY1-1108 X X Israel Biotech Fund II, L.P. 75 FORT STREET, CLIFTON HOUSE, PO BOX, 1350 GRAND CAYMAN, E9KY1-1108 X X Israel Biotech Fund GP Partners, L.P. 75 FORT STREET, CLIFTON HOUSE, PO BOX, 1350 GRAND CAYMAN, E9KY1-1108 X X Israel Biotech Fund GP Partners II, L.P. 75 FORT STREET, CLIFTON HOUSE, PO BOX, 1350 GRAND CAYMAN, E9KY1-1108 X X I.B.F. Management Ltd. 4 OPPENHEIMER ST. REHOVOT, L37670104 X X Signatures /s/ Yuval Cabilly, Managing Partner 03/06/2024 Signature of Reporting Person Date /s/ Yuval Cabilly, Managing Partner 03/06/2024 Signature of Reporting Person Date /s/ Yuval Cabilly, General Partner 03/06/2024 Signature of Reporting Person Date /s/ Yuval Cabilly, General Partner 03/06/2024 Signature of Reporting Person Date /s/ Yuval Cabilly, Chief Executive Officer 03/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As more fully described in a Schedule 13D/A and Form 4 filed by the Reporting Persons on 11/21/2023, on 11/17/2023, Issuer, Israel Biotech Fund I, L.P. ("IBF 1"), IBF II Israel Biotech Fund II, L.P. ("IBF 2") and others entered into a Side Letter Agreement (New Notes) (the "SLA") pursuant to which, among other things, IBF I and IBF II received rights ("Rights") to purchase senior convertible promissory notes and, in connection therewith, warrants on the terms set forth therein. As described in the Form 8-K filed by the Issuer on 03/05/2024, IBF I and IBF II exercised part of the Rights and Issuer issued to each of IBF I and IBF II (i) senior convertible promissory notes, dated 03/01/2024, with a principal amount of $600,000, at an initial conversion price of $0.40 ("Notes"), and (ii) warrants, dated 03/01/2024, to purchase 2,250,000 shares of Common Stock, at an exercise price of $0.40 per share, subject to adjustments ("Warrants"). ( 2 )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, e xcept to the extent of their pecuniary interest therein, if any. ( 3 )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. ( 4 )The remaining derivative securities reported in this row include the remaining Rights of IBF I and IBF II.

Remarks: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be "directors by deputization" of the Issuer by virtue of their representatives on the Issuer's board of directors.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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