Sec Form 13G Filing - Schindel Yair Chaim filing for Old Ayala Inc (ADXS) - 2021-02-08

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
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.
 


CUSIP No.
05465Y108
   
1
Names of Reporting Persons
 
 
aMoon Growth Fund Limited Partnership
 
 
 
 
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
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
Sole Voting Power
 
 
0
 
 
 
 
6
Shared Voting Power
 
 
2,991,473
 
 
 
 
7
Sole Dispositive Power
 
 
0
 
 
 
 
8
Shared Dispositive Power
 
 
2,991,473
 
 
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,991,473
 
 
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 
 
 
 
 
 
 
11
Percent of Class Represented by Amount in Row (9)
 
 
23.41%
 
 
 
 
12
Type of Reporting Person (See Instructions)
 
 
PN
 
 
 
 
 
Page 2 of 10 Pages


CUSIP No.
05465Y108
   
1
Names of Reporting Persons
 
 
aMoon Growth Fund G.P. Limited Part nership
 
 
 
 
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
 
 
Israel
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
Sole Voting Power
 
 
0
 
 
 
 
6
Shared Voting Power
 
 
2,991,473
 
 
 
 
7
Sole Dispositive Power
 
 
0
 
 
 
 
8
Shared Dispositive Power
 
 
2,991,473
 
 
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,991,473
 
 
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 
 
 
 
 
 
 
11
Percent of Class Represented by Amount in Row (9)
 
 
23.41%
 
 
 
 
12
Type of Reporting Person (See Instructions)
 
 
PN
 
 
 
 
 
Page 3 of 10 Pages


CUSIP No.
05465Y108
   
1
Names of Reporting Persons
 
 
aMoon General Partner Ltd.
 
 
 
 
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
 
 
Israel
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
Sole Voting Power
 
 
0
 
 
 
 
6
Shared Voting Power
 
 
2,991,473
 
 
 
 
7
Sole Dispositive Power
 
 
0
 
 
 
 
8
Shared Dispositive Power
 
 
2,991,473
 
 
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,991,473
 
 
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 
 
 
 
 
 
 
11
Percent of Class Represented by Amount in Row (9)
 
 
23.41%
 
 
 
 
12
Type of Reporting Person (See Instructions)
 
 
CO
 
 
 
 
 
Page 4 of 10 Pages


CUSIP No.
05465Y108
   
1
Names of Reporting Persons
 
 
Dr. Yair C. Schindel
 
 
 
 
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
 
 
Israel
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
Sole Voting Power
 
 
0
 
 
 
 
6
Shared Voting Power
 
 
2,991,473
 
 
 
 
7
Sole Dispositive Power
 
 
0
 
 
 
 
8
Shared Dispositive Power
 
 
2,991,473
 
 
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,991,473
 
 
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 
 
 
 
 
 
 
11
Percent of Class Represented by Amount in Row (9)
 
 
23.41%
 
 
 
 
12
Type of Reporting Person (See Instructions)
 
 
IN
 
 
 
 
 
Page 5 of 10 Pages

 
Item 1(a)
Name of Issuer
 
Ayala Pharmaceuticals, Inc. (the “Issuer”).
 
Item 1(b)
Address of Issuer’s Principal Executive Offices
 
Oppenheimer 4, Rehovot 7670104 Israel
 
Item 2(a)-(b)
Name of Person Filing; Address of Principal Business Office or, if none, Residence
 

1.
aMoon Growth Fund Limited Partnership (“aMoon”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
 

2.
aMoon Growth Fund G.P. Limited Partnership (“aMoon G.P.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
 

3.
aMoon General Partner Ltd. (“aMoon Ltd.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
 

4.
Dr. Yair C. Schindel (“Schindel”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
 
The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”. 
 
Item 2(c)
Citizenship
 
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
 
Common Stock, par value $0.01 per share
 
Item 2(e)
CUSIP Number
 
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:
 
Not applicable.
 
Item 4
Ownership
 
aMoon Growth Fund Limited Partnership


(a)
Amount beneficially owned:  2,991,473 shares of Common Stock.

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%

Page 6 of 10 Pages


(c)
Number of shares as to which the  person has:

(i)
Sole power to vote or direct the vote: 0

(ii)
Shared power to vote or to direct the vote: 2,991,473 shares of Common Stock

(iii)
Sole power to dispose or to direct the disposition of: 0

(iv)
Shared power to dispose or to direct the disposition of: 2,991,473 shares of Common Stock

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.

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%


(c)
Number of shares as to which the  person has:

(i)
Sole power to vote or direct the vote: 0

(ii)
Shared power to vote or to direct the vote: 2,991,473 shares of Common Stock

(iii)
Sole power to dispose or to direct the disposition of: 0

(iv)
Shared power to dispose or to direct the disposition of: 2,991,473 shares of Common Stock

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.

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%


(c)
Number of shares as to which the  person has:

(i)
Sole power to vote or direct the vote: 0

(ii)
Shared power to vote or to direct the vote: 2,991,473 shares of Common Stock

(iii)
Sole power to dispose or to direct the disposition of: 0

(iv)
Shared power to dispose or to direct the disposition of: 2,991,473 shares of Common Stock

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.

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%


(c)
Number of shares as to which the  person has:

(i)
Sole power to vote or direct the vote: 0

(ii)
Shared power to vote or to direct the vote: 2,991,473 shares of Common Stock

(iii)
Sole power to dispose or to direct the disposition of: 0

(iv)
Shared power to dispose or to direct the disposition of: 2,991,473 shares of Common Stock

Item 5
Ownership of Five Percent or Less of a Class
 
Not applicable.
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group
 
Incorporated by reference to Items 2 and 4 of this Schedule 13G.
 
Item 9
Notice of Dissolution of Group
 
Not applicable.
 
Item 10
Certification
 
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
 
 
AMOON GROWTH FUND LIMITED PARTNERSHIP
BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER
BY:  AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Name:
Title:
Dr. Yair C. Schindel
Director
 

 
AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP
BY:  AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Name:
Title:
Dr. Yair C. Schindel
Director
 

 
AMOON GENERAL PARTNER LTD.
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Name:
Title:
Dr. Yair C. Schindel
Director
 

 
DR. DR. YAIR C. SCHINDEL 
 
 
 
By:
/s/ Dr. Yair C. Schindel
 

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.
 
 
AMOON GROWTH FUND LIMITED PARTNERSHIP
BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER
BY:  AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Name:
Title:
Dr. Yair C. Schindel
Director
 

 
AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP
BY:  AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Name:
Title:
Dr. Yair C. Schindel
Director
 

 
AMOON GENERAL PARTNER LTD.
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Name:
Title:
Dr. Yair C. Schindel
Director
 

 
DR. DR. YAIR C. SCHINDEL 
 
 
 
By:
/s/ Dr. Yair C. Schindel
 
 
 
Page 10 of 10 Pages