SEC Filing - Ayala Pharmaceuticals

View:

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Israel Biotech Fund I, L.P.

(Last)

(First)

(Middle)

75 FORT STREET

CLIFTON HOUSE, PO BOX 1350

(Street)

GRAND CAYMAN

KY1-1108

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2020

3. Issuer Name and Ticker or Trading Symbol
Ayala Pharmaceuticals, Inc. [ AYLA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,509,131	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	369,231	⁽¹⁾	D
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	211,757	⁽¹⁾	D

Explanation of Responses:

1. The preferred stock is convertible at any time, at the holder's election and has no expiration date. Each share of preferred stock shall be automatically converted into one (1) share of common stock upon the closing of the Issuer's initial public offering.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Roni Mamluk, Attorney-in-Fact for Yuval Cabilly	05/07/2020
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                      Exhibit 24

                               POWER OF ATTORNEY

      With respect to holdings of and transactions in securities issued by Ayala
Pharmaceuticals, Inc. (the "Company"), the undersigned hereby constitutes and
appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

  1.  prepare, execute in the undersigned's name and on the undersigned's
      behalf, and submit to the United States Securities and Exchange Commission
      (the "SEC") a Form ID, including amendments thereto, and any other
      documents necessary or appropriate to obtain and/or regenerate codes and
      passwords enabling the undersigned to make electronic filings with the SEC
      of reports required by Section 16(a) of the Securities Exchange Act of
      1934, as amended, or any rule or regulation of the SEC;

  2.  execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
      accordance with Section 16 of the Securities Exchange Act of 1934, as
      amended, and the rules thereunder;

  3.  do and perform any and all acts for and on behalf of the undersigned which
      may be necessary or desirable to complete and execute any such Form 3, 4,
      or 5, complete and execute any amendment or amendments thereto, and timely
      file such form with the SEC and any stock exchange or similar authority;
      and

  4.  take any other action of any type whatsoever in connection with the
      foregoing which, in the opinion of such attorney-in-fact, may be of
      benefit to, in the best interest of, or legally required by, the
      undersigned, it being understood that the documents executed by such
      attorney-in-fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as such attorney-in-fact may approve in such attorney-in-fact's
      discretion.

  The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

      The undersigned acknowledges that the foregoing attorneys-in- fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended. This Power
of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this seventh day of May, 2020.

                                        Signature: /s/ Yuval Cabilly
                                        ------------------------
                                        Print Name: Yuval Cabilly
                                        Title:      Managing Partner,
                                                    Israel Biotech Fund,
                                                    I, L.P.



                                   Schedule A

      Individuals Appointed as Attorney-in-Fact with Full Power of Substitution
and Resubstitution

Roni Mamluk, Ph.D.
Yossi Maimon