SC 13G 1 tm235383d2_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)

AYALA PHARMACEUTICALS, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

007624307

(CUSIP Number)

January 19, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ 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. 007624307

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 332,353 ⁽¹⁾
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 332,353 ⁽¹⁾

9	Aggregate Amount Beneficially Owned by Each Reporting Person 332,353 ⁽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) 6.8% ⁽²⁾
12	Type of Reporting Person (See Instructions) IA, OO

⁽¹⁾Following the consummation of the Merger (as defined below) as of January 19, 2023 (the “Effective Date”), Redmile Group, LLC’s beneficial ownership of the Issuer’s Common Stock is comprised of: (i) 244,901 shares of Common Stock, and (b) 87,452 shares of Common Stock issuable upon exercise of the Warrants, in each case, owned by certain private investment vehicles managed by Redmile Group, LLC. Pursuant to the merger 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.) (the “Merger”) as of the Effective Date, (i) the shares of common stock of Old Ayala (the “Old Ayala Common Stock”) issued and outstanding immediately prior to the Merger, including shares of Old Ayala Common Stock issued in connection with the exercise of certain pre-funded warrants to purchase Old Ayala Common Stock 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 (ii) 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. Pursuant to the terms of the Warrants, a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, and the Issuer shall not effect the exercise of any Warrant, to the extent that, after giving effect to such issuance after exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 9.99% the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant (the “Beneficial Ownership Blocker”). The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles, as well as by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.

⁽²⁾ Percentage based on the sum of (a) 4,838,321 shares of Common Stock outstanding as of February 6, 2023 based on information received from the Issuer (the "Correspondence"), plus (b) 87,452 shares of Common Stock issuable upon exercise of the Warrants.

CUSIP No. 007624307

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

Sole Voting Power

Shared Voting Power

332,353 ⁽³⁾

Sole Dispositive Power

Shared Dispositive Power

332,353 ⁽³⁾

9	Aggregate Amount Beneficially Owned by Each Reporting Person 332,353 ⁽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) 6.8% ⁽⁴⁾
12	Type of Reporting Person (See Instructions) IN, HC

⁽³⁾Following the consummation of the Merger as of the Effective Date, Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of: (a) 244,901 shares of Common Stock, and (b) 87,452 shares of Common Stock issuable upon exercise of the Warrants, in each case, owned by certain private investment vehicles managed by Redmile Group, LLC. Pursuant to the Merger, (i) the shares of Old Ayala Common Stock issued and outstanding immediately prior to the Merger, including shares of Old Ayala Common Stock issued in connection with the exercise of certain pre-funded warrants to purchase Old Ayala Common Stock prior to the Merger, were automatically converted into shares of the Issuer’s Common Stock on the basis of the Exchange Ratio, and (ii) 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. Pursuant to the terms of the Warrants, a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, and the Issuer shall not effect the exercise of any Warrant, to the extent of the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles, as well as by Mr. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.

⁽⁴⁾ Percentage based on the sum of (a) 4,838,321 shares of Common Stock outstanding as of February 6, 2023 based on information received from the Issuer, plus (b) 87,452 shares of Common Stock issuable upon exercise of the Warrants.

Item 1.

(a)

Name of Issuer

Ayala Pharmaceuticals, Inc.

(b)

Address of Issuer’s Principal Executive Offices

9 Deer Park Drive, Suite K-1
Monmouth Junction, NJ 08852

Item 2.

(a)

Names of Persons Filing

Redmile Group, LLC
Jeremy C. Green

(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

(c)

Citizenship

Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom

(d)

Title of Class of Securities

Common Stock, $0.001 par value

(e)

CUSIP Number

007624307

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);

(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)	x	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)	x	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);

(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);

(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: __________

Item 4.

Ownership.

(a)

Amount beneficially owned:

Redmile Group, LLC – 332,353*
Jeremy C. Green – 332,353*

(b)

Percent of class:

Redmile Group, LLC – 6.8%****
Jeremy C. Green – 6.8%****

(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:

332,353*

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

332,353*

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:

332,353*

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

332,353*

Following the consummation of the Merger as of the Effective Date, Redmile Group, LLC’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of: (a) 244,901 shares of Common Stock, and (b) 87,452 shares of Common Stock issuable upon exercise of the Warrants, in each case, owned by certain private investment vehicles managed by Redmile Group, LLC. Pursuant to the terms of the Warrants, a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, and the Issuer shall not effect the exercise of any Warrant, to the extent of the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles, as well as by Mr. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.

Percentage based on the sum of (a) 4,838,321 shares of Common Stock outstanding as of February 6, 2023 based on information received from the Issuer plus (b) 87,452 shares of Common Stock issuable upon exercise of the Warrants.

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 ¨

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A.

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.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certifications.

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

SEC Form SC 13G filed by Advaxis, Inc.