Amended Statement of Ownership (sc 13g/a)
09 February 2023 - 9:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
OLD
AYALA, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
05465V108
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨ Rule
13d-1(d)
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 05465V108
| 1 |
Name of Reporting Person
Redmile Group, LLC |
| 2 |
Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware |
|
number
of
shares
beneficially
owned by
each
reporting
person with |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
0 (1) |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared Dispositive Power
0 (1) |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
0 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
| 11 |
Percent of Class Represented
by Amount in Row (9)
0.0% |
| 12 |
Type of Reporting Person (See
Instructions)
IA, OO |
(1) Upon the consummation of the merger of Old Ayala,
Inc. (f/k/a Ayala Pharmaceuticals, Inc.) (“Old Ayala”), with a wholly-owned subsidiary of Ayala Pharmaceuticals, Inc. (f/k/a
Advaxis, Inc.) (the “Issuer”) as of January 19, 2023 (the “Merger”), (a) the shares of common stock of Old Ayala
(the “Old Ayala Common Stock”) issued and outstanding immediately prior to the Merger were automatically converted into shares
of the Issuer’s common stock (the “Common Stock”) on a 1:0.1874 basis (the “Exchange Ratio”), and (b) the
warrants to purchase shares of Old Ayala Common Stock unexercised immediately prior to the Merger were automatically converted into Warrants
to Purchase Common Stock of the Issuer (the “Warrants”), as adjusted to reflect the Exchange Ratio.
CUSIP No. 05465V108
| 1 |
Name of Reporting Person
Jeremy C. Green |
| 2 |
Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
United Kingdom |
|
number
of
shares
beneficially
owned by
each
reporting
person with |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
0 (2) |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared Dispositive Power
0 (3) |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
0 (3) |
| 10 |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
|
| 11 |
Percent of Class Represented
by Amount in Row (9)
0.0% |
| 12 |
Type of Reporting Person (See
Instructions)
IN, HC |
(2) Upon the consummation of the Merger,
(a) the shares of Old Ayala Common Stock issued and outstanding immediately prior to the Merger were automatically converted into shares
of the Issuer’s Common Stock on the basis of the Exchange Ratio, and (b) the warrants to purchase shares of Old Ayala Common Stock
unexercised immediately prior to the Merger were automatically converted into the Warrants, as adjusted to reflect the Exchange Ratio.
CUSIP No. 05465V108
| 1 |
Name of Reporting Person
Redmile Capital Offshore II Master Fund, Ltd. |
| 2 |
Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Cayman Islands |
|
number
of
shares
beneficially
owned by
each
reporting
person with |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
0 (3) |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared Dispositive Power
0 (5) |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
0 (5) |
| 10 |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
|
| 11 |
Percent of Class Represented
by Amount in Row (9)
0.0% |
| 12 |
Type of Reporting Person (See
Instructions)
CO |
(3) Upon the consummation of the Merger, (a) the shares
of Old Ayala Common Stock issued and outstanding immediately prior to the Merger were automatically converted into shares of the Issuer’s
Common Stock on the basis of the Exchange Ratio, and (b) the warrants to purchase shares of Old Ayala Common Stock unexercised immediately
prior to the Merger were automatically converted into the Warrants, as adjusted to reflect the Exchange Ratio.
CUSIP No. 05465V108
| 1 |
Name of Reporting Person
Redmile Strategic Master Fund, LP |
| 2 |
Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Cayman Islands |
|
number
of
shares
beneficially
owned by
each
reporting
person with |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
0 (4) |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared Dispositive Power
0 (7) |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
0 (7) |
| 10 |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
|
| 11 |
Percent of Class Represented
by Amount in Row (9)
0.0% |
| 12 |
Type of Reporting Person (See
Instructions)
PN |
(4) Upon the consummation of the Merger, (a) the shares
of Old Ayala Common Stock issued and outstanding immediately prior to the Merger were automatically converted into shares of the Issuer’s
Common Stock on the basis of the Exchange Ratio, and (b) the warrants to purchase shares of Old Ayala Common Stock unexercised immediately
prior to the Merger were automatically converted into the Warrants, as adjusted to reflect the Exchange Ratio.
Item 1.
| (b) | Address of Issuer’s Principal Executive Offices |
| | Oppenheimer 4
Rehovot, Israel 7670104 |
Item 2.
| (a) | Names of Persons Filing |
| | Redmile Group, LLC
Jeremy C. Green
Redmile Capital Offshore II Master Fund, Ltd.
Redmile Strategic Master Fund, LP |
| (b) | Address of Principal Business office or, if None, Residence |
| | Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129 |
| | Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001 |
| | Redmile Capital Offshore II Master Fund, Ltd.
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129 |
| | Redmile Strategic Master Fund, LP
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129 |
| | Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
Redmile Capital Offshore II Master Fund, Ltd.: Cayman Islands
Redmile Strategic Master Fund, LP: Cayman Islands |
| (d) | Title of Class of Securities |
| | Common Stock, $0.01 par value |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| |
(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
|
|
|
| |
(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
|
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|
| |
(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| |
|
|
|
| |
(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
| |
|
|
|
| |
(e) |
¨ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| |
|
|
|
| |
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| |
|
|
|
| |
(g) |
¨ |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| |
|
|
|
| |
(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
|
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(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
|
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|
| |
(j) |
¨ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| |
|
|
|
| |
(k) |
¨ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________ |
| (a) | Amount beneficially owned: |
| | Redmile Group, LLC – 0*
Jeremy C. Green – 0*
Redmile Capital Offshore II Master Fund, Ltd. – 0*
Redmile Strategic Master Fund, LP – 0* |
| | Redmile Group, LLC – 0.0%
Jeremy C. Green – 0.0%
Redmile Capital Offshore II Master Fund, Ltd. – 0.0%
Redmile Strategic Master Fund, LP – 0.0% |
| (c) | Number of shares as to which Redmile Group, LLC has: |
| (i) | Sole power to vote
or to direct the vote: |
| (ii) | Shared power to vote or
to direct the vote: |
| (iii) | Sole power to dispose or
to direct the disposition of: |
| (iv) | Shared power to dispose or to
direct the disposition of: |
| Number of shares as to which Jeremy C. Green has: |
| (i) | Sole power to vote
or to direct the vote: |
| (ii) | Shared power to
vote or to direct the vote: |
| (iii) | Sole power to dispose or
to direct the disposition of: |
| (iv) | Shared power to dispose or to
direct the disposition of: |
| Number of shares as to which Redmile Capital Offshore II Master
Fund, Ltd. has: |
| (i) | Sole power to vote
or to direct the vote: |
| (ii) | Shared power to vote or
to direct the vote: |
| (iii) | Sole power to dispose or to direct
the disposition of: |
| (iv) | Shared power to dispose or to
direct the disposition of: |
| Number of shares as to which Redmile Strategic Master Fund,
LP has: |
| (i) | Sole power to vote
or to direct the vote: |
| (ii) | Shared power to vote or
to direct the vote: |
| (iii) | Sole power to dispose or to direct
the disposition of: |
| (iv) | Shared power to dispose or to
direct the disposition of: |
| * | Upon the consummation of the Merger, (a) the shares of Old Ayala Common Stock issued and outstanding immediately prior to the Merger were automatically converted into shares of the Issuer's Common Stock on the basis of the Exchange Ratio, and (b) the warrants to purchase shares of Old Ayala Common Stock unexercised immediately prior to the Merger were automatically converted into the Warrants, as adjusted to reflect the Exchange Ratio. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the following x |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person. |
| See the response to Item 4. |
| Item 8. | Identification and Classification of Members of the Group. |
| Item 9. | Notice of Dissolution of Group. |
| By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under § 240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 8, 2023
| |
Redmile Group, LLC
|
| |
|
|
| |
By: |
/s/ Jeremy
C. Green |
| |
|
Name: Jeremy C. Green
Title: Managing Member |
| |
/s/ Jeremy C. Green |
| |
Jeremy C. Green
|
| |
Redmile
Strategic Master Fund, LP
By:
Redmile Group, LLC, its investment manager
|
| |
|
|
| |
By: |
/s/ Jeremy
C. Green |
| |
|
Name: Jeremy C. Green
Title: Managing Member |
| |
Redmile
Capital Offshore II Master Fund, Ltd.
By: Redmile Group, LLC, its investment manager |
| |
|
|
| |
By: |
/s/ Jeremy
C. Green |
| |
|
Name: Jeremy C. Green
Title: Managing Member |
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