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

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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 E9 KY1-1108 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/19/2023	3. Issuer Name and Ticker or Trading Symbol Ayala Pharmaceuticals, Inc. [ ADXS ]
		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) 09/11/2023
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $0.001 per share	621,253(1)	I	See footnote(1)(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 E9 KY1-1108 (City) (State) (Zip)

1. Name and Address of Reporting Person* Israel Biotech Fund GP Partners, L.P. (Last) (First) (Middle) 75 FORT STREET, CLIFTON HOUSE, PO BOX, 1350 (Street) GRAND CAYMAN E9 KY1-1108 (City) (State) (Zip)

1. Name and Address of Reporting Person* I.B.F. Management Ltd. (Last) (First) (Middle) 4 OPPENHEIMER ST. (Street) REHOVOT L3 7670104 (City) (State) (Zip)

Explanation of Responses:

1. The reported shares are held of record by Israel Biotech Fund I, L.P. ("IBF 1"). These shares were received by IBF 1 as a result of the merger, on or about January 19, 2023, 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.), pursuant to an Agreement and Plan of Merger (the "Advaxis Merger Agreement"), dated October 18, 2022, by and among the Issuer, Old Ayala and Doe Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer.

2. Israel Biotech Fund GP Partners, L.P. ("IBF I GP"), a Cayman Islands Exempted Limited Partnership, is the general partner of IBF 1. I.B.F Management Ltd. ("IBF Management"), an Israeli private company, is the management company of IBF I GP. By virtue of such relationships, IBF 1 GP and IBF Management may be deemed to have shared voting and investment power with respect to the shares held of record by IBF 1. Each of IBF 1 GP and IBF Management disclaims beneficial ownership of the shares held by IBF 1, except to the extent of their pecuniary interest therein, if any.

Remarks:

This Form 3/A amends the Form 3 filing dated September 11, 2023 (the "Original Form"), solely in order to add IBF I GP and IBF Management as additional reporting persons. Although IBF I GP and IBF Management were disclosed in the Original Form , they were unable to be included as reporting persons themselves as they did not have codes for the EDGAR system at the time.

	/s/ Yuval Cabilly, Managing Partner	09/29/2023
	/s/ Yuval Cabilly, General Partner	09/29/2023
	/s/ Yuval Cabilly, Chief Executive Officer	09/29/2023
	** Signature of Reporting Person	Date
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