UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Ayala Pharmaceutics, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
05465Y108
(CUSIP Number)
December 31, 2020
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
The information required on 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.
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CUSIP No.
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05465Y108
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1
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Names of Reporting Persons
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aMoon Growth Fund Limited Partnership
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☑
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(b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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Sole Voting Power
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0
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6
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Shared Voting Power
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2,991,473
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7
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Sole Dispositive Power
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| 0 |
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8
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Shared Dispositive Power
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2,991,473
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,991,473
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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23.41%
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12
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Type of Reporting Person (See Instructions)
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PN
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Page 2 of 10 Pages
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CUSIP No.
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05465Y108
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1
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Names of Reporting Persons
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aMoon Growth Fund G.P. Limited Partnership
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☑
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(b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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Sole Voting Power
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0
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6
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Shared Voting Power
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2,991,473
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7
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Sole Dispositive Power
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| 0 |
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8
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Shared Dispositive Power
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2,991,473
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,991,473
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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23.41%
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12
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Type of Reporting Person (See Instructions)
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PN
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Page 3 of 10 Pages
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CUSIP No.
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05465Y108
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1
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Names of Reporting Persons
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aMoon General Partner Ltd.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☑
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(b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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Sole Voting Power
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0
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6
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Shared Voting Power
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2,991,473
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7
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Sole Dispositive Power
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| 0 |
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8
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Shared Dispositive Power
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2,991,473
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,991,473
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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23.41%
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12
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Type of Reporting Person (See Instructions)
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CO
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Page 4 of 10 Pages
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CUSIP No.
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05465Y108
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1
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Names of Reporting Persons
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Dr. Yair C. Schindel
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☑
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(b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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Sole Voting Power
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0
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6
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Shared Voting Power
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2,991,473
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7
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Sole Dispositive Power
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| 0 |
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8
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Shared Dispositive Power
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2,991,473
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,991,473
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|||
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||||
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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☐
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|||
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||||
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11
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Percent of Class Represented by Amount in Row (9)
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23.41%
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12
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Type of Reporting Person (See Instructions)
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IN
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Page 5 of 10 Pages
| Item 1(a) |
Name of Issuer
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Ayala Pharmaceuticals, Inc. (the “Issuer”).
| Item 1(b) |
Address of Issuer’s Principal Executive Offices
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Oppenheimer 4, Rehovot 7670104 Israel
| Item 2(a)-(b) |
Name of Person Filing; Address of Principal Business Office or, if none, Residence
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| 1. |
aMoon Growth Fund Limited Partnership (“aMoon”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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| 2. |
aMoon Growth Fund G.P. Limited Partnership (“aMoon G.P.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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| 3. |
aMoon General Partner Ltd. (“aMoon Ltd.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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| 4. |
Dr. Yair C. Schindel (“Schindel”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”.
| Item 2(c) |
Citizenship
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aMoon is a Cayman Islands exempted limited partnership; aMoon G.P. is an Israeli limited partnership; aMoon Ltd. is an Israeli company; and Schindel is an Israeli citizen.
| Item 2(d) |
Title of Class of Securities
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Common Stock, par value $0.01 per share
| Item 2(e) |
CUSIP Number
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05465Y108
| Item 3 |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Not applicable.
| Item 4 |
Ownership
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aMoon Growth Fund Limited Partnership
| (a) |
Amount beneficially owned: 2,991,473 shares of Common Stock.
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All share percentage calculation are based on 12,778,002 shares of Common Stock outstanding as of November 1, 2020, as reported by the Issuer to the SEC on Form 10-Q on November 16, 2020.
| (b) |
Percent of Class: 23.41%
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Page 6 of 10 Pages
| (c) |
Number of shares as to which the person has:
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| (i) |
Sole power to vote or direct the vote: 0
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| (ii) |
Shared power to vote or to direct the vote: 2,991,473 shares of Common Stock
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| (iii) |
Sole power to dispose or to direct the disposition of: 0
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| (iv) |
Shared power to dispose or to direct the disposition of: 2,991,473 shares of Common Stock
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aMoon Growth Fund G.P. Limited Partnership
| (a) |
Amount beneficially owned: 2,991,473 shares of Common Stock. aMoon G.P. is the sole general partner of aMoon. By virtue of such relationship, aMoon G.P. may be deemed to have shared voting and investment power with respect to
the shares of Common Stock of the Issuer held by aMoon.
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All share percentage calculation are based on 12,778,002 shares of Common Stock outstanding as of November 1, 2020, as reported by the Issuer to the SEC on Form 10-Q on November 16, 2020.
| (b) |
Percent of Class: 23.41%
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| (c) |
Number of shares as to which the person has:
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| (i) |
Sole power to vote or direct the vote: 0
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| (ii) |
Shared power to vote or to direct the vote: 2,991,473 shares of Common Stock
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| (iii) |
Sole power to dispose or to direct the disposition of: 0
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| (iv) |
Shared power to dispose or to direct the disposition of: 2,991,473 shares of Common Stock
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aMoon General Partner Ltd.
| (a) |
Amount beneficially owned: 2,991,473 shares of Common Stock. aMoon Ltd. is the sole general partner of aMoon G.P. By virtue of such relationships, aMoon Ltd. may be deemed to have shared voting and investment power with respect
to the shares of Common Stock of the Issuer held by aMoon.
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All share percentage calculation are based on 12,778,002 shares of Common Stock outstanding as of November 1, 2020, as reported by the Issuer to the SEC on Form 10-Q on November 16, 2020.
| (b) |
Percent of Class: 23.41%
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| (c) |
Number of shares as to which the person has:
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| (i) |
Sole power to vote or direct the vote: 0
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| (ii) |
Shared power to vote or to direct the vote: 2,991,473 shares of Common Stock
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| (iii) |
Sole power to dispose or to direct the disposition of: 0
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| (iv) |
Shared power to dispose or to direct the disposition of: 2,991,473 shares of Common Stock
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Dr. Yair C. Schindel
| (a) |
Amount beneficially owned: 2,991,473 shares of Common Stock. Schindel is the sole shareholder of aMoon Ltd. By virtue of such relationships, Schindel may be deemed to have shared voting and investment power with respect to the
shares of Common Stock of the Issuer held by aMoon. Schindel disclaims beneficial ownership of the shares of Common Stock of the Issuer held by aMoon, aMoon G.P. and aMoon Ltd., except to the extent of his pecuniary interest therein, if
any.
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Page 7 of 10 Pages
All share percentage calculation are based on 12,778,002 shares of Common Stock outstanding as of November 1, 2020, as reported by the Issuer to the SEC on Form 10-Q on November 16, 2020.
| (b) |
Percent of Class: 23.41%
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| (c) |
Number of shares as to which the person has:
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| (i) |
Sole power to vote or direct the vote: 0
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| (ii) |
Shared power to vote or to direct the vote: 2,991,473 shares of Common Stock
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| (iii) |
Sole power to dispose or to direct the disposition of: 0
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| (iv) |
Shared power to dispose or to direct the disposition of: 2,991,473 shares of Common Stock
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| Item 5 |
Ownership of Five Percent or Less of a Class
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Not applicable.
| Item 6 |
Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable.
| Item 8 |
Identification and Classification of Members of the Group
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Incorporated by reference to Items 2 and 4 of this Schedule 13G.
| Item 9 |
Notice of Dissolution of Group
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Not applicable.
| Item 10 |
Certification
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Not applicable.
Page 8 of 10 Pages
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.
Dated: February 8, 2021
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AMOON GROWTH FUND LIMITED PARTNERSHIP
BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER |
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By:
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/s/ Dr. Yair C. Schindel
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Name:
Title:
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Dr. Yair C. Schindel
Director
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AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP
BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER |
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By:
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/s/ Dr. Yair C. Schindel
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Name:
Title:
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Dr. Yair C. Schindel
Director
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AMOON GENERAL PARTNER LTD.
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By:
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/s/ Dr. Yair C. Schindel
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Name:
Title:
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Dr. Yair C. Schindel
Director
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DR. DR. YAIR C. SCHINDEL
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By:
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/s/ Dr. Yair C. Schindel
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Page 9 of 10 Pages
EXHIBIT A TO SCHEDULE 13G
Joint Filing Agreement
The undersigned hereby agree that the Schedule 13G (the “Schedule 13G”), filed by the undersigned with respect to shares of Common Stock, par value $0.01 per Share of Ayala Pharmaceuticals, Inc. is
filed, and all amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this
“Agreement”) shall be included as an Exhibit to the Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement this 8th day of February 2021.
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AMOON GROWTH FUND LIMITED PARTNERSHIP
BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER |
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By:
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/s/ Dr. Yair C. Schindel
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Name:
Title:
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Dr. Yair C. Schindel
Director
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AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP
BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER |
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By:
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/s/ Dr. Yair C. Schindel
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Name:
Title:
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Dr. Yair C. Schindel
Director
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AMOON GENERAL PARTNER LTD.
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By:
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/s/ Dr. Yair C. Schindel
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Name:
Title:
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Dr. Yair C. Schindel
Director
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DR. DR. YAIR C. SCHINDEL
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By:
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/s/ Dr. Yair C. Schindel
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Page 10 of 10 Pages