SEC Form SC 13G filed by Advaxis, Inc.

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⁾ 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

⁽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.

Item 2.

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