As filed with the Securities and Exchange Commission
on December 12, 2016.
Registration No. 333-214439
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM
F-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
BiondVax
Pharmaceuticals Ltd.
(Exact
name of Registrant as specified in its charter)
State
of Israel
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2836
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Not
Applicable
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(State
or other jurisdiction of incorporation or organization)
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(Primary
standard industrial
classification code number)
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(I.R.S.
employer
identification number)
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14
Einstein Street
Nes Ziona, Israel 74036
(+972) (8) 930-2529
(+972) (8) 930-2531 (facsimile)
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi
& Associates
850 Library Avenue, Suite 204
Newark, Delaware
(302) 738-6680
(302) 738-7210 (facsimile)
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Ilan
Gerzi, Adv.
David
Aboudi, Esq.
Tammy Zoppo, Esq.
Pearl Cohen Zedek Latzer Baratz
One Azrieli Center,
Round Tower,
18
th
Floor
Tel-Aviv 6702101, Israel
+972 (3) 607-3777
+972 (3) 607-3778
(facsimile)
Approximate
date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes
effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
cheek the following box.☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. ☒
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) of the Securities Act, check the following box. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This Amendment No. 2 to the Company's Registration
Statement on Form F-3 is being filed solely to:
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1.
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Incorporate
by reference to the base prospectus and sales agreement prospectus the Company's financial
statements for the period ending on September 30, 2016, as filed by the Company on Form
6-K on November 28, 2016.
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2.
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Incorporate
by reference to the base prospectus and sales agreement prospectus the Company's announcement
of positive preliminary safety results from its European Phase 2b clinical trial of M-001,
its universal flu vaccine candidate, as filed by the Company on Form 6-K on November
29, 2016.
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3.
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Revise
and replace "Legal Matters" in the base prospectus and sales agreement prospectus
to include the following: "Pearl Cohen Zedek Latzer Baratz, LLP, New York, has passed
upon certain legal matters regarding the securities offered hereby under U.S. law."
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4.
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Revise
and update certain current information in the base prospectus and sales agreement prospectus
including exchange rates and price range of our securities.
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The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS
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SUBJECT
TO COMPLETION
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DATED
DECEMBER 12, 2016
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$150,000,000
American
Depositary Shares Representing Ordinary Shares
Warrants
to Purchase American Depositary Shares
Units
We
may offer from time to time, in one or more series:
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●
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American
Depositary Shares, or ADSs;
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warrants
to purchase ADSs; and
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●
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units
consisting of two or more of these classes or series of securities.
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We
may offer these securities in amounts, at prices and on terms determined at the time of offering. The specific plan of distribution
for any securities to be offered will be provided in a prospectus supplement. If we use agents, underwriters or dealers to sell
these securities, a prospectus supplement will name them and describe their compensation.
The
specific terms of any securities to be offered will be described in a supplement to this prospectus. This prospectus may not be
used to sell securities unless accompanied by a prospectus supplement. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and any prospectus supplement, together with additional
information described under the heading “Where You Can Find More Information,” before you make an investment decision.
Our ADSs and the ADS
warrants are currently traded on the NASDAQ Capital Market under the symbol “BVXV” and “BVXVW”, respectively.
The last reported closing price of our ADSs and ADS Warrants on the NASDAQ Capital Market on December 9, 2016, was $3.74 and $0.375,
respectively.
Our ordinary shares
are currently traded on the Tel Aviv Stock Exchange, or the TASE, under the symbol “BVXV.” The last reported closing
price of our ordinary shares on the TASE on December 11, 2016, was NIS 0.346, or $0.09, per share (based on the exchange rate
reported by the Bank of Israel on December 9, 2016, which was NIS 3.818 = $1.00).
The aggregate market value of our
outstanding voting and non-voting common equity held by non-affiliates on December 9, 2016, as calculated in accordance with General
Instruction I.B.5. of Form F-3, was approximately $11.2 million. We have not issued any securities pursuant to Instruction I.B.5.
of Form F-3 during the 12 calendar month period that ends on and includes the date hereof.
Investing
in our securities involves a high degree of risk. See “Risk Factors” contained in the applicable registration statement
or the documents we incorporate by reference in this prospectus to read about factors you should consider before investing in
our securities.
Neither
the Securities and Exchange Commission, the Israeli Securities Authority, nor any other state or foreign regulatory body has approved
or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary
is a criminal offense.
The
date of this prospectus is __, 2016
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form F-3 that we filed with the U.S. Securities and Exchange Commission, or
the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from
time to time and in one or more offerings up to a total dollar amount of $150 million as described in this prospectus. Furthermore,
in no event will we sell securities with a value exceeding more than one-third of our “public float” (the market value
of our ordinary shares and any other equity securities that we may issue in the future that are held by non-affiliates) in any
12-calendar month period. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus
that contains specific information about the securities being offered and sold and the specific terms of that offering. The prospectus
supplement may also add, update or change information contained in this prospectus with respect to that offering. If there is
any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the
prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus
supplement, together with the additional information described under the heading “Where You Can Find More Information”.
You
should rely only on the information contained in or incorporated by reference in this prospectus or any related prospectus supplement.
We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement
to this prospectus is accurate only as of the date on its respective cover, and that any information incorporated by reference
is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial
condition, results of operations and prospects may have changed since those dates.
Unless
the context otherwise requires, all references to "BiondVax", "we", "us", "our", the "Company"
and similar designations refer to BiondVax Pharmaceuticals Ltd.
Market
data and certain industry data and forecasts used throughout this prospectus were obtained from sources we believe to be reliable,
including market research databases, publicly available information, reports of governmental agencies and industry publications
and surveys. We have not sought the consent of the sources to refer to the publicly available reports in this prospectus.
WHERE YOU
CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form F-3 under the Securities Act relating to this offering of securities.
This prospectus does not contain all of the information contained in the registration statement. The rules and regulations of
the SEC allow us to omit certain information from this prospectus that is included in the registration statement. Statements made
in this prospectus concerning the contents of any contract, agreement or other document are summaries of all material information
about the documents summarized, but are not complete descriptions of all terms of these documents. If we filed any of these documents
as an exhibit to the registration statement, you may read the document itself for a complete description of its terms.
You
may read and copy the registration statement, including the related exhibits and schedules, and any document we file with the
SEC without charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also
obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E.,
Room 1580, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The
SEC also maintains an Internet website that contains reports and other information regarding issuers that file electronically
with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at
http://www.sec.gov
.
These SEC filings are also available to the public on the Israel Securities Authority's Magna website at
www.magna.isa.gov.il
.
In addition, since our ordinary shares are
traded on the TASE, in the past we filed Hebrew language periodic and immediate reports with, and furnished information to, the
TASE and the Israeli Securities Authority, or the ISA, as required under Chapter Six of the Israel Securities Law, 1968. Following
the Company's listing of ADSs and ADS warrants on the NASDAQ Capital Market, and following the approval of the shareholders and
Tradable Options (Series 3-5) holders of the Company on July 27, 2015, August 16, 2015, and September 7, 2015, the Company transitioned
to U.S. reporting standard. Copies of our SEC filings and submissions are submitted to the ISA and the TASE. Such copies can be
retrieved electronically through the MAGNA distribution site of the ISA (
www.magna.isa.gov.il
) and the TASE website
(
www.maya.tase.co.il
).
We
maintain a corporate website at
www.biondvax.com
. Information contained on, or that can be accessed through, our
website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive
textual reference.
FORWARD-LOOKING
STATEMENTS
This
prospectus contains statements and information that involve known and unknown risks, uncertainties and other factors that may
cause our actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including
"anticipates", "believes", "could", "estimates", "expects", "intends",
"may", "plans", "potential", "predicts", "projects", "should", "will",
"would", and similar expressions intended to identify forward-looking statements. Forward looking statements reflect
our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. You should
not put undue reliance on any forward-looking statements.
Factors
that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include,
but are not limited to:
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the
initiation, timing, progress and results of our clinical trials;
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the
clinical development, commercialization and market acceptance of our product candidate;
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our
receipt of regulatory approvals for our product candidate, and the timing of other regulatory
filings and approvals;
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our
ability to obtain and maintain ongoing regulatory requirements, even if our product candidate
receives marketing approvals;
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our
ability to maintain and expand our intellectual property in connection with our product
candidate;
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estimates
of our expenses, future revenues, capital requirements and our needs for additional financing.
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THE
COMPANY
We are a clinical stage biopharmaceutical company
focused on developing and, ultimately, commercializing immunomodulation therapies for infectious diseases. Our current product
candidate, a universal influenza vaccine that we refer to as M-001, is a synthetic peptide-based protein targeting both seasonal
and pandemic strains of the influenza virus. Unlike existing influenza vaccines, which offer only strain specific seasonal protection
or pandemic prevention, M-001 is designed to provide long-lasting protection against multiple existing and future influenza strains.
As a result, we believe that M-001 has the potential to become an attractive alternative to existing influenza vaccines.
M-001 is based on research initially conducted
at the Weizmann Institute of Science in Israel, or the Weizmann Institute, over a period of approximately 10 years prior to our
inception in 2003. In 2003, we acquired from Yeda Research and Development Company Ltd., or Yeda, an affiliate of the Weizmann
Institute, an exclusive worldwide license for the development, manufacture, use, marketing, sale, distribution and importation
of products based, directly or indirectly, on patents and patent applications filed pursuant to the invention titled “Peptide
Based Vaccine for Influenza”, developed on the basis of the research conducted by Professor Ruth Arnon and her team at the
Weizmann Institute. Since 2003, we have continued the research and development of M-001 under the supervision of our Chief Scientific
Officer, Dr. Tamar Ben-Yedidia and, at present, we own or license five families of patents filed in a large number of jurisdictions,
the latest of which is expected to be in force until 2035.
According to a report by the U.S. Department
of Health and Human Services, Centers for Disease Control and Prevention, or the CDC, annual seasonal influenza vaccines in the
U.S. were found to be effective in preventing the onset of the influenza virus in between 8% and 48% of healthy adults during
the influenza seasons from 2004 to 2008 (depending on the particular season and the statistical significance of the sample). In
addition, studies conducted by universities and hospitals in cooperation with the CDC from 2004 and until recently measured the
effectiveness of the influenza vaccine at preventing outpatient medical visits due to laboratory-confirmed influenza. These studies
estimated the adjusted influenza vaccine effectiveness to be between 10% during the 2004/2005 season and 60% during the 2010/2011
season, and only 19% effective during the 2014/2015 season. Most existing influenza vaccines are formulated based on weakened
or dead strains of the influenza virus that are predicted to be the most common during the then upcoming influenza season or that
are predicted to be most likely to cause a pandemic outbreak in the then upcoming influenza season. Furthermore, as seasonal and
pandemic influenza vaccines are strain-specific, most existing vaccines only target those specific strains and do not cope with
the ever-changing nature of the influenza virus. In addition, according to the Biomedical and Advanced Research and Development
Authority of the United States Department of Health, or BARDA, which is responsible for the advanced development and procurement
of medical countermeasures for pandemic influenza in the United States, the production cycle of existing influenza vaccines is
long (approximately 6 months), considerably limiting the ability to timely immunize the non-affected population in case of a pandemic
outbreak.
M-001 is comprised of nine peptides that activate
the entire immune system (including both a humoral reaction, an immune reaction causing the body to create antibodies against
a pathogen or parts thereof, and a cellular immune reaction, an immune reaction causing the body to kill or assist in killing
pathogens), to prevent the spread of the influenza disease within the body and shorten the duration of the illness. The selected
peptides are from the HA, NP and M1 proteins of both influenza Type A and Type B virus, and each peptide comprises up to 22 amino-acids.
These peptides are common in the vast majority of influenza virus strains and are combined into a single protein used in M-001.
M-001 is intended to be intramuscularly injected
into the body. Once administered, M-001 is designed to be recognized by white blood cells in the body, causing both humoral and
cellular immune reactions. This process is expected to result in the creation of new memory cells which, upon influenza infection,
secrete antibodies to fight the influenza virus.
We intend to seek regulatory approvals to market
M-001 for the following three indications: (i) as a standalone universal vaccine suitable to be administered to the general population
to provide protection against seasonal and pandemic strains of influenza, that we refer to as the Universal Standalone Indication;
(ii) as a seasonal influenza vaccine, or primer, to be administered to patients over the age of 65 with additional age-related
medical conditions, or elderly with co-morbidities, in combination with the existing seasonal vaccine to provide additional protection
against seasonal influenza virus strains, that we refer to as the Universal Seasonal Primer for Elderly Indication; and (iii)
as a pre-pandemic influenza vaccine, or primer, suitable to be administered to the general population in combination with the
existing pandemic vaccine, to provide additional protection against pandemic strains of the influenza virus, that we refer to
as the Universal Pandemic Primer Indication.
To date, we have completed two Phase 1/2 clinical
trials and three Phase 2 clinical trials conducted in Israel pursuant to clinical trial protocols approved by the Israeli Ministry
of Health. These clinical trials were designed for adults between the ages of 18 and 49 and 55 to 75, and included an aggregate
of 479 participants. Because our product candidate is a vaccine, we conducted our Phase 1/2 clinical trials on healthy participants
to test both safety of M-001 as our primary endpoint and the immunogenicity of M-001 as our secondary endpoint. Results from our
Phase 1/2 and Phase 2 clinical trials indicated that M-001 was well tolerated and safe across all treatment groups within the
trial population and that M-001 was effective in causing an immune reaction in clinical trial participants administered with M-001.
In June 2015 we received
preliminary results from our Phase 2 clinical trial in Israel, which we refer to as BVX-006, indicating M-001 was safe, well tolerated
and induced humoral immune responses, successfully meeting the primary safety and secondary immunogenicity endpoints. In addition,
in September 2015 we initiated our BVX-007 clinical trial in Europe as part of our membership in the UNISEC Consortium following
the receipt of a regulatory clearance from the relevant Hungarian Regulatory Authority. The UNISEC Consortium is a consortium
of three University partners, five National Health Institutes and other companies and organizations to work on promising recently
developed concepts for a universal influenza vaccine. BVX-007 includes the administration of the H5N1 vaccine following the administration
of M-001 to our clinical trial participants. We entered into an agreement with a supplier for the supply of H5N1 vaccine approved
by the relevant regulatory authority for the purpose of performing BVX-007. On September 21, 2016, we announced that the last
participant in this clinical trial completed his final visit, and on November 29, 2016, we announced positive preliminary safety
results. Although no regulatory authority has requested or instructed that we perform these or any other additional preclinical
or clinical trials, we elected to conduct additional Phase 2 clinical trials at this time (rather than proceed directly to filing
an IND application for Phase 3 clinical trials) in order to further expand our data to provide greater support for any Phase 3
clinical trial of M-001 we may conduct in the future.
In June 2015, the FDA accepted
our newly submitted IND application, and we were informed by our regulatory advisors that the “study may proceed”.
We have submitted this IND in order to comply with Biomedical Advanced Research and Development Authority, or BARDA, for a grant
application we had previously submitted to BARDA. Following such IND acceptance, we intend to participate in a Phase 2 clinical
trial to be held in the U.S. by the National Institute of Allergy and Infectious Diseases, or NIAID. The purpose of the planned
clinical trial is to assess the ability of M-001 in humans to serve as a pandemic primer to the H7N9 avian pandemic vaccine, and
we expect NIAID will launch this clinical trial during 2016-2017.
We intend, following the
receipt of all requisite regulatory approvals, to conduct Phase 3 clinical trials in the U.S., either with one or more future
collaborators, or, subject to available funds, on our own, in support of FDA approval to market M-001 in the U.S. While all of
our preclinical and clinical trials to date have been conducted outside the United States, considering the FDA’s review
and comments to this IND application, we believe that the FDA will consider the results of our completed preclinical and clinical
trials in reviewing any future IND application. We expect that phase 3 clinical trials will be planned for the 2017/2018 timeframe.
We do not currently have
sufficient financial resources to conduct Phase 3 clinical trials of M-001 on our own. Subject to the completion of our current
and planned Phase 2 clinical trials and the approval of an IND application for Phase 3 clinical trials, we intend to seek to establish
collaborations with large multinational pharmaceutical companies and/or national health authorities to finance Phase 3 clinical
trials of M-001. However, to the extent that we have sufficient capital to do so (whether through sales of debt or equity securities
or otherwise), we may seek to conduct Phase 3 clinical trials of M-001 for some or all of our indications without such collaborations.
We were incorporated under
the laws of the state of Israel in 2003 as a privately held company. In February 2007, we completed an initial public offering
of our ordinary shares on TASE and in May 2015 we completed an initial public offering of our ADSs and ADS warrants on the NASDAQ
Capital Market. Our principal executive offices are located at 14 Einstein Street, Nes Ziona, Israel, 74036, and our telephone
number is (+972) (8) 930-2529. Our agent for service of process in the United States is Puglisi & Associates, whose address
is 850 Library Avenue, Suite 204, Newark, Delaware, and whose telephone number is (302) 738-6680.
DOCUMENTS INCORPORATED
BY REFERENCE
The
SEC allows us to incorporate by reference our publicly filed reports into this prospectus, which means that information included
in those reports is considered part of this prospectus. Information that we file with the SEC after the date that we file
this registration statement will automatically update and supersede the information contained in this prospectus. We incorporate
by reference the following documents filed with the SEC and any future filings made with the SEC under sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
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(1)
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Our
Annual Report on Form 20-F for the year ended December 31, 2015 filed on April 27, 2016; and
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(2)
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Our current reports on Form 6-K filed May
31, 2016, August 18, 2016 and November 28, 2016, that include our unaudited financial statements for the period ended March 31,
2016, unaudited financial statements for the period ended June 30, 2016 and unaudited financial statements for the period ended
September 30, 2016, respectively.
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(3)
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Our current reports
on Form 6-K filed on August 18, 2016, September 1, 2016, September 8, 2016, September 12, 2016, September 20, 2016, September
29, 2016 and October 11, 2016, that include our annual general shareholders meeting proxy statement and proxy card, as amended,
position notice from our shareholders and response of our board of directors to this position notice and results of this general
shareholders meeting.
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(4)
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Our
current reports on Form 6-K filed on September 9, 2016, October 11, 2016 and November
29, 2016.
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We
will furnish without charge to you, on written or oral request, a copy of any or all of the above documents, other than exhibits
to such documents which are not specifically incorporated by reference therein. You should direct any requests for documents to:
Biondvax
Pharmaceuticals Ltd.
14
Einstein Street
Nes
Ziona, Israel 74036
(+972)
(8) 930-2529
(+972)
(8) 930-2531 (facsimile)
The
information relating to us contained in this prospectus is not comprehensive and should be read together with the information
contained in the incorporated documents. Descriptions contained in the incorporated documents as to the contents of any contract
or other document may not contain all of the information which is of interest to you. You should refer to the copy of such contract
or other document filed as an exhibit to our filings.
RISK
FACTORS
Investing
in our securities involves significant risks. Before making an investment decision, you should carefully consider the risks described
under “Risk Factors” in the applicable prospectus supplement and under Item 3.D. – “Risk Factors”
in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information
appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light
of your particular investment objectives and financial circumstances. The risks so described are not the only risks facing us.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business,
financial condition and results of operations could be materially adversely affected by any of these risks. The trading price
of our securities could decline due to any of these risks, and you may lose all or part of your investment. The discussion of
risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations
on such forward-looking statements discussed elsewhere in this prospectus.
USE OF
PROCEEDS
We
intend to use the proceeds from the sale of securities for working capital, operating expenses and other general corporate purposes,
unless otherwise indicated in an accompanying prospectus supplement.
EXCHANGE RATE
INFORMATION
From
the Company's inception through the date of this prospectus, our functional and presentation currency was the New Israeli Shekel,
or NIS. Our foreign currency exposures give rise to market risk associated with exchange rate movements of the NIS, our functional
and reporting currency, mainly against the U.S. dollar and the Euro.
To
date, we entered into currency hedging transactions to decrease the risk of financial exposure from fluctuations in the exchange
rates of our principal operating currencies. These measures, however, may not adequately protect us from the material adverse
effects of such fluctuations.
The
following table sets forth information regarding the exchange rates of NIS per U.S. dollars for the periods indicated. Average
rates are calculated by using the daily representative rates as reported by the Bank of Israel on the last day of each month during
the periods presented.
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NIS
per U.S. $
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Year
Ended December 31,
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High
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Low
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Average
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Period
End
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2015
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4.0530
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3.7610
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3.8869
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3.9020
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2014
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3.9940
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3.4020
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3.5774
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3.8890
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2013
|
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3.7910
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|
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3.4710
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|
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3.6094
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|
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3.4710
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2012
|
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4.0840
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3.7000
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|
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3.8580
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3.7330
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2011
|
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3.8210
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3.3630
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3.5791
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|
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3.8210
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NIS
per U.S. $
|
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Month
Ended
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High
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Low
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Average
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Period
End
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November 30, 2016
|
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3.876
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3.799
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3.843
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|
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|
3.839
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|
October 31, 2016
|
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|
3.856
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|
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|
3.778
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|
|
|
3.822
|
|
|
|
3.849
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|
September 30, 2016
|
|
|
3.786
|
|
|
|
3.746
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|
|
|
3.766
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|
|
|
3.758
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August 31, 2016
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3.829
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|
|
3.754
|
|
|
|
3.795
|
|
|
|
3.786
|
|
July 31, 2016
|
|
|
3.900
|
|
|
|
3.818
|
|
|
|
3.857
|
|
|
|
3.846
|
|
June 30, 2016
|
|
|
3.900
|
|
|
|
3.818
|
|
|
|
3.857
|
|
|
|
3.846
|
|
PRICE
RANGE OF OUR ADSs AND ADS WARRANTS
Our
ADSs and ADS warrants are listed on the NASDAQ Capital Market under the symbol “BVXV” and “BVXVW”, respectively,
since May 12, 2015.
The
following tables set forth for the periods indicated the high and low sales prices per ADS and ADS warrants as reported on the
NASDAQ Capital Market:
BVXV
|
|
|
|
|
|
|
Month
Ended
|
|
High
|
|
|
Low
|
|
Annual:
|
|
|
|
|
|
|
2015
|
|
$
|
5.39
|
|
|
$
|
3.39
|
|
Quarterly:
|
|
|
|
|
|
|
|
|
Third Quarter 2016
|
|
$
|
3.94
|
|
|
$
|
3.31
|
|
Second Quarter 2016
|
|
$
|
4.02
|
|
|
$
|
3.30
|
|
First Quarter 2016
|
|
$
|
4.05
|
|
|
$
|
3.57
|
|
Fourth Quarter 2015
|
|
$
|
4.08
|
|
|
$
|
3.39
|
|
Third Quarter 2015
|
|
$
|
4.69
|
|
|
$
|
3.99
|
|
Second Quarter 2015 (from May 12, 2015)
|
|
$
|
5.39
|
|
|
$
|
3.49
|
|
Most Recent Six Months:
|
|
|
|
|
|
|
|
|
November 2016
|
|
$
|
3.90
|
|
|
$
|
3.25
|
|
October 2016
|
|
$
|
3.94
|
|
|
$
|
3.66
|
|
September 2016
|
|
$
|
3.94
|
|
|
$
|
3.60
|
|
August 2016
|
|
$
|
3.88
|
|
|
$
|
3.31
|
|
July 2016
|
|
$
|
3.67
|
|
|
$
|
3.31
|
|
June 2016
|
|
$
|
3.90
|
|
|
$
|
3.30
|
|
BVXVW
|
|
|
|
|
|
|
Month
Ended
|
|
High
|
|
|
Low
|
|
Annual:
|
|
|
|
|
|
|
2015
|
|
$
|
1.37
|
|
|
$
|
0.71
|
|
Quarterly:
|
|
|
|
|
|
|
|
|
Third Quarter 2016
|
|
$
|
0.70
|
|
|
$
|
0.37
|
|
Second Quarter 2016
|
|
$
|
0.80
|
|
|
$
|
0.40
|
|
First Quarter 2016
|
|
$
|
0.99
|
|
|
$
|
0.40
|
|
Fourth Quarter 2015
|
|
$
|
0.98
|
|
|
$
|
0.71
|
|
Third Quarter 2015
|
|
$
|
0.99
|
|
|
$
|
0.70
|
|
Second Quarter 2015 (from May 12, 2015)
|
|
$
|
1.37
|
|
|
$
|
0.96
|
|
Most Recent Six Months:
|
|
|
|
|
|
|
|
|
November 2016
|
|
$
|
0.47
|
|
|
$
|
0.37
|
|
October 2016
|
|
$
|
0.60
|
|
|
$
|
0.38
|
|
September 2016
|
|
$
|
0.70
|
|
|
$
|
0.41
|
|
August 2016
|
|
$
|
0.50
|
|
|
$
|
0.37
|
|
July 2016
|
|
$
|
0.60
|
|
|
$
|
0.40
|
|
June 2016
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
On December 9,
2016, the last reported sale price of our ADS and the ADS warrants on the NASDAQ Capital Market was $3.74 and $0.375, respectively.
PRICE
RANGE OF OUR ORDINARY SHARES
Our
ordinary shares have been trading on the TASE under the symbol “BNDX” since June 18, 2007 and under the symbol “BVXV”
since May 18, 2015. No trading market currently exists for our ordinary shares in the United States.
The
following table sets forth, for the periods indicated, the reported high and low closing sale prices of our ordinary shares on
the TASE in NIS and convenient translation to U.S. dollars.
|
|
NIS
|
|
|
U.S.
dollar ($)
|
|
|
|
Price Per Ordinary Share
|
|
|
Price
Per Ordinary Share
(1)
|
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
Annual:
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
0.769
|
|
|
|
0.330
|
|
|
|
0.205
|
|
|
|
0.088
|
|
2014
|
|
|
0.796
|
|
|
|
0.575
|
|
|
|
0.212
|
|
|
|
0.153
|
|
2013
|
|
|
1.052
|
|
|
|
0.597
|
|
|
|
0.280
|
|
|
|
0.159
|
|
2012
|
|
|
1.712
|
|
|
|
0.736
|
|
|
|
0.456
|
|
|
|
0.196
|
|
2011
|
|
|
3.139
|
|
|
|
1.37
|
|
|
|
0.835
|
|
|
|
0.365
|
|
2010
|
|
|
4.005
|
|
|
|
2.026
|
|
|
|
1.066
|
|
|
|
0.539
|
|
2009
|
|
|
7.700
|
|
|
|
0.280
|
|
|
|
2.049
|
|
|
|
0.075
|
|
Quarterly:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter 2016
|
|
|
0.369
|
|
|
|
0.325
|
|
|
|
0.098
|
|
|
|
0.086
|
|
Second Quarter 2016
|
|
|
0.389
|
|
|
|
0.326
|
|
|
|
0.104
|
|
|
|
0.087
|
|
First Quarter 2016
|
|
|
0.389
|
|
|
|
0.338
|
|
|
|
0.104
|
|
|
|
0.090
|
|
Fourth Quarter 2015
|
|
|
0.405
|
|
|
|
0.351
|
|
|
|
0.108
|
|
|
|
0.093
|
|
Third Quarter 2015
|
|
|
0.462
|
|
|
|
0.330
|
|
|
|
0.123
|
|
|
|
0.088
|
|
Second Quarter 2015
|
|
|
0.728
|
|
|
|
0.420
|
|
|
|
0.194
|
|
|
|
0.112
|
|
First Quarter 2015
|
|
|
0.769
|
|
|
|
0.623
|
|
|
|
0.205
|
|
|
|
0.166
|
|
Fourth Quarter 2014
|
|
|
0.759
|
|
|
|
0.595
|
|
|
|
0.202
|
|
|
|
0.158
|
|
Third Quarter 2014
|
|
|
0.788
|
|
|
|
0.594
|
|
|
|
0.210
|
|
|
|
0.158
|
|
Second Quarter 2014
|
|
|
0.790
|
|
|
|
0.690
|
|
|
|
0.210
|
|
|
|
0.184
|
|
First Quarter 2014
|
|
|
0.796
|
|
|
|
0.575
|
|
|
|
0.212
|
|
|
|
0.153
|
|
Fourth Quarter 2013
|
|
|
0.817
|
|
|
|
0.601
|
|
|
|
0.217
|
|
|
|
0.160
|
|
Third Quarter 2013
|
|
|
0.822
|
|
|
|
0.638
|
|
|
|
0.219
|
|
|
|
0.170
|
|
Second Quarter 2013
|
|
|
0.751
|
|
|
|
0.597
|
|
|
|
0.200
|
|
|
|
0.159
|
|
First Quarter 2013
|
|
|
1.052
|
|
|
|
0.668
|
|
|
|
0.280
|
|
|
|
0.178
|
|
Fourth Quarter 2012
|
|
|
1.225
|
|
|
|
0.794
|
|
|
|
0.326
|
|
|
|
0.211
|
|
Third Quarter 2012
|
|
|
0.944
|
|
|
|
0.736
|
|
|
|
0.251
|
|
|
|
0.196
|
|
Most Recent Six Months:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 2016
|
|
|
0.367
|
|
|
|
0.329
|
|
|
|
0.098
|
|
|
|
0.088
|
|
October 2016
|
|
|
0.373
|
|
|
|
0.362
|
|
|
|
0.099
|
|
|
|
0.096
|
|
September 2016
|
|
|
0.366
|
|
|
|
0.351
|
|
|
|
0.097
|
|
|
|
0.093
|
|
August 2016
|
|
|
0.369
|
|
|
|
0.325
|
|
|
|
0.098
|
|
|
|
0.086
|
|
July 2016
|
|
|
0.343
|
|
|
|
0.327
|
|
|
|
0.091
|
|
|
|
0.087
|
|
June 2016
|
|
|
0.361
|
|
|
|
0.326
|
|
|
|
0.096
|
|
|
|
0.087
|
|
(1)
|
Calculated
using the exchange rate reported by the Bank of Israel for September 30, 2016, at the
rate of one U.S. dollar per NIS 3.758
|
On December 11, 2016,
the last reported sale price of our ordinary shares on the TASE was NIS 0.346 per share, or $0.09 per share (based on the exchange
rate reported by the Bank of Israel for such date). On December 9, 2016, the exchange rate of the NIS to the dollar was $1.00=
NIS 3.818 as reported by the Bank of Israel. As of December 12, 2016, there were two shareholders of record of our ordinary shares.
The number of record holders is not representative of the number of beneficial holders of our ordinary shares.
DESCRIPTION OF
SHARE CAPITAL
The
following description of our share capital and provisions of our Articles of Association are summarized and do not purport to
be complete.
Ordinary
Shares
As of December 12, 2016, our authorized
share capital consists of 391,000,000 ordinary shares, par value NIS 0.0000001 per share. As of December 12, 2016, there are 135,097,367
ordinary shares issued and outstanding (including those represented by ADSs). All of our outstanding ordinary shares are validly
issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights.
Pursuant
to Israeli securities laws, a company whose shares are traded on the TASE may not have more than one class of shares for a period
of one year following its registration, after which it is permitted to issue preferred shares (which shall bear a dividend preference
and shall not have any voting rights), and all outstanding shares must be validly issued and fully paid.
Tradable
Options
As of December 12, 2016, we had the following
tradeable options outstanding (the dollar exercise prices are based on the exchange rate reported by the Bank of Israel on December
9, 2016, which is NIS 3.818=$1.00):
|
●
|
series 4 options to
purchase up to 5,685,000 ordinary shares at an exercise price of NIS 1.50 (or $0.39)
per share. These options shall expire on February 28, 2017.
|
|
●
|
series 5 options to purchase up to 6,302,000 ordinary shares at an exercise price of NIS 1.50
(or $0.39) per share. These options shall expire on October 30, 2017.
|
Options
We maintained the 2005
Plan, which was adopted by our board of directors in July 2005 and expired in July 2015. To date, an aggregate amount of 15,282,503
options to purchase 15,282,503 ordinary shares were granted. Of such outstanding options, options to purchase 5,568,501ordinary
shares were vested as of December 8, 2016 with a weighted average exercise price of NIS 0.76 ($0.20) per share, and will expire
10 years from the date of grant, during the years 2016 – 2025.The 2005 Plan has expired. As of the date of this prospectus,
we did not adopt a new option plan.
Articles
of Association
The
following are summaries of material provisions of our articles of association and the Companies Law insofar as they relate to
the material terms of our ordinary shares.
Registration
Number, Purposes and Objects of the Company
Our
number with the Israeli Register of Companies is 513436105. Our purpose is set forth in Section 4 of our articles of association
and includes every lawful purpose in the field of Bio-Technology.
Voting
Rights
Holders
of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders at a shareholder
meeting. Shareholders may vote at shareholder meetings either in person, by proxy or by written ballot. Israeli law does not allow
public companies to adopt shareholder resolutions by means of written consent in lieu of a shareholder meeting. The board of directors
shall determine and provide a record date for each shareholders meeting and all shareholders at such record date may vote. Unless
stipulated differently in the Companies Law or in the articles of association, all shareholders’ resolutions shall be approved
by a simple majority vote. Except as otherwise disclosed herein, an amendment to our articles of association requires the prior
approval of the holders of at least 75% of our shares, represented and voting at a general meeting. Generally, a resolution for
the voluntary winding up of the company requires the approval of holders of 75% of the voting rights represented at the meeting,
in person, by proxy or by written ballot and voting on the resolution.
Transfer
of Shares
Our
ordinary shares that are fully paid for are issued in registered form and may be freely transferred under our articles of association,
unless the transfer is restricted or prohibited by applicable law or the rules of a stock exchange on which the shares are traded.
The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any way by our articles of association
or Israeli law, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.
The
Powers of the Directors, Election of Directors
Our
board of directors shall direct the Company’s policy and shall supervise the performance of the Company’s Chief Executive
Officer. Pursuant to the Companies Law and our articles of association, our board of directors may exercise all powers and take
all actions that are not required under law or under our articles of association to be exercised or taken by our shareholders,
including the power to borrow money for company purposes.
Under
our articles of association, our board of directors must consist of at least three and not more than nine directors, including
at least two external directors required to be appointed under the Israeli Companies Law, 1999. Our board of directors currently
consists of nine members, including our non-executive Chairman of the board of directors. Other than our two external directors,
for whom special election requirements apply under the Israeli Companies Law, as detailed below, our directors may be divided
into three classes with staggered three-year terms. Class I, Class II and Class III shall each consist of two or three directors,
constituting our entire board of directors (other than the external directors). On February 12, 2015, our annual general shareholders
meeting approved the staggering and extension the term of our board members in accordance with the Company’s articles of
association and divided the members of our board of directors among the three classes, so that the term of office of only one
class of directors will expire in each upcoming annual shareholders meeting. From the date of such annual general meeting during
which we divide the members of our board of directors among the three classes, each year the term of office of only one class
of directors will expire, commencing with term of office of the Class III directors which will expire one year after such annual
general meeting, followed by the term of office of the Class II directors and by the term of office of the Class I directors which
will expire two years and three years after such annual general meeting, respectively. Thereafter, at each annual general meeting
of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors
of that class of directors will be for a term of office that expires on the third annual general meeting following such election
or re-election. Each director will hold office until the annual general meeting of our shareholders for the year in which his
or her term expires, unless they are removed by a vote of 75% of the voting power of our board of directors and a vote of 75%
of the voting power of our shareholders at a general meeting of our shareholders, or upon the occurrence of certain events, in
accordance with the Israeli Companies Law and our articles of association.
In
addition, our Articles of Association allow our Board of Directors to appoint directors to fill vacancies on the Board of Directors
to serve until the next general meeting. External directors are elected for an initial term or three years and may be removed
from office pursuant to the terms of the Israeli Companies Law.
Amendment
of share capital
Our
articles of association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the
Companies Law and must be approved by a resolution duly passed by our shareholders at a general or special meeting by voting on
such change in the capital. In addition, transactions that have the effect of reducing capital, such as the declaration and payment
of dividends in the absence of sufficient retained earnings and profits and an issuance of shares for less than their nominal
value, require a resolution of our board of directors and court approval.
Dividends
Under
Israeli law, we may declare and pay dividends only if, upon the determination of our board of directors, there is no reasonable
concern that the distribution will prevent us from being able to meet the terms of our existing and foreseeable obligations as
they become due. Under the Companies Law, the distribution amount is further limited to the greater of retained earnings or earnings
generated over the two most recent years legally available for distribution according to our then last reviewed or audited financial
statements, provided that the date of the financial statements is not more than six months prior to the date of distribution.
In the event that we do not have retained earnings or earnings generated over the two most recent years legally available for
distribution, we may seek the approval of the court in order to distribute a dividend. The court may approve our request if it
is determines that there is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing
and foreseeable obligations as they become due.
In
the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of
our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected
by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that
may be authorized in the future.
Shareholder
Meetings
Under
Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year and in any event no
later than 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting
of shareholders are referred to as special meetings. Our board of directors may call special meetings whenever it sees fit, at
such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law and our articles of association
provide that our board of directors is required to convene a special meeting upon the written request of (i) any two of our directors
or one quarter of the directors then in office; or (ii) one or more shareholders holding, in the aggregate either (a) 5% of our
issued share capital and 1% of our outstanding voting power, or (b) 5% of our outstanding voting power.
Subject
to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote
at general meetings are the shareholders of record on a date to be decided by the board of directors. Furthermore, the Companies
Law and our articles of association require that resolutions regarding the following matters must be passed at a general meeting
of our shareholders:
|
●
|
amendments to our articles
of association;
|
|
●
|
appointment or termination of our auditors;
|
|
●
|
appointment of directors and appointment and
dismissal of external directors;
|
|
●
|
approval of acts and transactions requiring
general meeting approval pursuant to the Companies Law;
|
|
●
|
approval of compensation policy for directors
and office holders
|
|
●
|
director
compensation, indemnification and change of the principal executive officer;
|
|
|
|
|
●
|
increases or reductions of our authorized share
capital;
|
|
●
|
the exercise of our board of directors’
powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers
is required for our proper management; and
|
|
●
|
authorizing the chairman of the board of directors
or his relative to act as the company’s chief executive officer or act with such authority; or authorize the company’s
chief executive officer or his relative to act as the chairman of the board of directors or act with such authority.
|
The
Companies Law requires that a notice of any annual or special shareholders meeting be provided at least 21 days prior to the meeting
and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions with office holders
or interested or related parties, or an approval of a merger, notice must be provided at least 35 days prior to the meeting.
Quorum
The
quorum required for our general meetings of shareholders consists of one or more shareholders present in person, by proxy or by
other voting instrument in accordance with the Companies Law who hold or represent, in the aggregate, at least 10% of the total
outstanding voting rights, within half an hour from the appointed time.
A
meeting adjourned for lack of a quorum is adjourned to the same day in the following week at the same time and place or on a later
date if so specified in the summons or notice of the meeting. At the reconvened meeting, any number of our shareholders present
in person or by proxy shall constitute a lawful quorum.
Resolutions
Our
articles of association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required
by applicable law or by another provision of the articles of association.
Israeli
law provides that a shareholder of a public company may vote in a meeting and in a class meeting by means of a written ballot
in which the shareholder indicates how he or she votes on resolutions relating to the following matters:
|
●
|
an appointment or removal of directors;
|
|
●
|
an approval of transactions
with office holders or interested or related parties, that require shareholder approval;
|
|
●
|
an approval of a merger;
|
|
●
|
authorizing the chairman of the board of directors
or his relative to act as the company’s chief executive officer or act with such authority; or authorize the company’s
chief executive officer or his relative to act as the chairman of the board of directors or act with such authority;
|
|
●
|
any other matter that is determined in the articles
of association to be voted on by way of a written ballot. Our articles of association do not stipulate any additional matters;
and
|
|
●
|
other matters which may be prescribed by Israel’s
Minister of Justice.
|
The
provision allowing the vote by written ballot does not apply where the voting power of the controlling shareholder is sufficient
to determine the vote.
On
June 17, 2015, the Israeli Securities Authority, or ISA, launched an electronic voting system and, as of this date, shareholders
may vote in a meeting or in a class meeting by using this electronic voting system (in addition to other existing methods of voting).
The
Companies Law provides that a shareholder, in exercising his or her rights and performing his or her obligations toward the company
and its other shareholders, must act in good faith and in a customary manner, and avoid abusing his or her power. This is required
when voting at general meetings on matters such as changes to the articles of association, increasing the company’s registered
capital, mergers and approval of certain interested or related party transactions. A shareholder also has a general duty to refrain
from depriving any other shareholder of its rights as a shareholder. In addition, any controlling shareholder, any shareholder
who knows that its vote can determine the outcome of a shareholder vote and any shareholder who, under such company’s articles
of association, can appoint or prevent the appointment of an office holder or other power towards the company, is required to
act with fairness towards the company. The Companies Law does not describe the substance of this duty except that the remedies
generally available upon a breach of contract will also apply to a breach of the duty to act with fairness, and, to the best of
our knowledge, there is no binding case law that addresses this subject directly.
Access
to Corporate Records
Under
the Companies Law, all shareholders of a company generally have the right to review minutes of the company’s general meetings,
its shareholders register and principal shareholders register, articles of association, financial statements and any document
it is required by law to file publicly with the Israeli Companies Registrar and the ISA. Any of our shareholders may request to
review any document in our possession that relates to any action or transaction with a related party, interested party or office
holder that requires shareholder approval under the Companies Law. We may deny a request to review a document if we determine
that the request was not made in good faith, that the document contains a commercial secret or a patent or that the document’s
disclosure may otherwise prejudice our interests.
Acquisitions
under Israeli Law
Full
Tender Offer
A
person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of the target company’s
issued and outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders
for the purchase of all of the issued and outstanding shares of the company. A person wishing to acquire shares of a public Israeli
company and who would as a result hold over 90% of the issued and outstanding share capital of a certain class of shares is required
to make a tender offer to all of the shareholders who hold shares of the same class for the purchase of all of the issued and
outstanding shares of the same class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding
share capital of the company or of the applicable class, all of the shares that the acquirer offered to purchase will be transferred
to the acquirer by operation of law (provided that a majority of the offerees that do not have a personal interest in such tender
offer shall have approved the tender offer except that if the total votes to reject the tender offer represent less than 2% of
the company’s issued and outstanding share capital, in the aggregate, approval by a majority of the offerees that do not
have a personal interest in such tender offer is not required to complete the tender offer). However, a shareholder that had its
shares so transferred may petition the court within six months from the date of acceptance of the full tender offer, whether or
not such shareholder agreed to the tender or not, to determine whether the tender offer was for less than fair value and whether
the fair value should be paid as determined by the court unless the acquirer stipulated in the tender offer that a shareholder
that accepts the offer may not seek appraisal rights, so long as prior to the acceptance of the full tender offer, the acquirer
and the company disclosed the information required by law in connection with the full tender offer. If the shareholders who did
not accept the tender offer hold 5% or more of the issued and outstanding share capital of the company or of the applicable class,
the acquirer may not acquire shares of the company that will increase its holdings to more than 90% of the company’s issued
and outstanding share capital or of the applicable class from shareholders who accepted the tender offer.
Special
Tender Offer
The
Companies Law provides that an acquisition of shares of a public Israeli company must be made by means of a special tender offer
if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company, unless
one of the exemptions in the Companies Law is met. This rule does not apply if there is already another holder of at least 25%
of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must
be made by means of a tender offer if as a result of the acquisition the purchaser would become a holder of 50% or more of the
voting rights in the company, if there is no other shareholder of the company who holds 50% or more of the voting rights in the
company, unless one of the exemptions in the Companies Law is met.
A
special tender offer must be extended to all shareholders of a company, but the offeror is not required to purchase shares representing
more than 5% of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered
by shareholders. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s
outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares
whose holders objected to the offer.
If
a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the
purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target
company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the
purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.
Merger
The
Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements
described under the Companies Law are met, a majority of each party’s shares voted on the proposed merger at a shareholders’
meeting called with at least 35 days’ prior notice.
For
purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the
shares represented at the shareholders meeting that are held by parties other than the other party to the merger, or by any person
who holds 25% or more of the outstanding shares or the right to appoint 25% or more of the directors of the other party, vote
against the merger. If the transaction would have been approved but for the separate approval of each class or the exclusion of
the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least
25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value
of the parties to the merger and the consideration offered to the shareholders.
Upon
the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that
there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations
of any of the parties to the merger, and may further give instructions to secure the rights of creditors.
In
addition, a merger may not be completed unless at least 50 days have passed from the date that a proposal for approval of the
merger was filed by each party with the Israeli Registrar of Companies and 30 days have passed from the date the merger was approved
by the shareholders of each party.
Antitakeover
Measures
The
Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including
shares providing certain preferred rights, distributions or other matters and shares having preemptive rights. As of the date
of this prospectus, we do not have any authorized or issued shares other than our ordinary shares. In the future, if we do create
and issue a class of shares other than ordinary shares, such class of shares, depending on the specific rights that may be attached
to them, may delay or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market
value of their ordinary shares. The authorization of a new class of shares will require an amendment to our articles of association
which requires the prior approval of the holders of at least 75% of our shares at a general meeting. In addition, the rules and
regulations of the TASE also limit the terms permitted with respect to a new class of shares and prohibit any such new class of
shares from having voting rights. Shareholders voting in such meeting will be subject to the restrictions provided in the Companies
Law as described above.
DESCRIPTION OF
AMERICAN DEPOSITARY SHARES
American
Depositary Shares
The
Bank of New York Mellon, as depositary, registered and delivered American Depositary Shares, also referred to as ADSs. Each ADS
represents forty (40) ordinary shares (or a right to receive forty (40) ordinary shares) deposited with the principal Tel Aviv
office of either of Bank Leumi or Bank Hapoalim, as custodian for the depositary. Each ADS also represents any other securities,
cash or other property which may be held by the depositary. The depositary’s office at which the ADSs are administered is
located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon’s principal executive office is located
at One Wall Street, New York, New York 10286.
You
may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate
evidencing a specific number of ADSs, registered in your name, or (ii) by having ADSs registered in your name in the Direct Registration
System, or DRS, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution.
If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are
an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution
to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to
find out what those procedures are.
The
DRS is a system administered by The Depository Trust Company, or DTC, under which the depositary may register the ownership of
uncertificated ADSs, which ownership is confirmed by periodic statements sent by the depositary to the registered holders of uncertificated
ADSs.
As
an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs
shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a registered holder of ADSs,
you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or
beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs
the deposit agreement and the ADSs.
The
following is a summary of the material provisions of the deposit agreement.
Dividends
and Other Distributions
How
will you receive dividends and other distributions on the shares?
The
depositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary
shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion
to the number of ordinary shares your ADSs represent.
Cash
. The
depositary will convert any cash dividend or other cash distribution we pay on the ordinary shares into U.S. dollars, if it can
do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government
approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only
to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the
ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
Before
making a distribution, the depositary will deduct any withholding taxes, or other required governmental charges. The depositary
will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates
fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the
distribution.
Shares
. The
depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution. The
depositary will only distribute whole ADSs. It may sell ordinary shares which would require it to deliver a fraction of an ADS
and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the
outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed ordinary shares sufficient
to pay its fees and expenses in connection with that distribution.
Rights
to purchase additional shares
.
If we offer holders of our securities any rights to subscribe for additional ordinary
shares or any other rights, the depositary may make these rights available to ADS holders. If the depositary decides it is not
legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable
efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights
that are not distributed or sold to lapse.
In that case, you will receive no value for them.
If
the depositary makes rights available to ADS holders, it will exercise the rights and purchase the ordinary shares on your behalf.
The depositary will then deposit the ordinary shares and deliver ADSs to the persons entitled to them. It will only exercise rights
if you pay the exercise price and any other charges the rights require you to pay.
U.S.
securities laws may restrict transfers and cancellation of the ADSs represented by ordinary shares purchased upon exercise of
rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver
restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the
necessary restrictions in place.
Other
Distributions
.
The depositary will send to ADS holders anything else we distribute on deposited securities
by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary will have
a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or,
it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the
depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives reasonably satisfactory
evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or
property sufficient to pay its fees and expenses in connection with that distribution.
The
depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.
We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation
to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders.
This means
that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical
for us to make them available to you
.
Deposit,
Withdrawal and Cancellation
How
are ADSs issued?
The
depositary will deliver ADSs if you or your broker deposits ordinary shares or evidence of rights to receive ordinary shares with
the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes
or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or
upon the order of the person or persons that made the deposit.
How
can ADS holders withdraw the deposited securities?
You
may surrender your ADSs at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such
as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities
underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request,
risk and expense, the depositary will deliver the deposited securities at its office, if feasible.
How
do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You
may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel
that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated
ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting
the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing
those ADSs.
Voting
Rights
How
do you vote?
ADS
holders may instruct the depositary how to vote the number of deposited ordinary shares their ADSs represent.
Otherwise,
you won’t be able to exercise your right to vote unless you withdraw the shares. However, you may not know about the meeting
sufficiently in advance to withdraw the shares.
The
depositary will notify ADS holders of shareholders’ meetings and arrange to deliver our voting materials to them if we ask
it to. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to
vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.
The
depositary will try, as far as practical, subject to the laws of Israel and of our articles of association or similar documents,
to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders. The depositary
will only vote or attempt to vote as instructed or as described in the following sentence. If we ask the depositary to solicit
your instructions at least 30 days before the meeting date but the depositary does not receive voting instructions from you by
the specified date, it will consider you to have authorized and directed it to give a discretionary proxy to a person designated
by us to vote the number of deposited securities represented by your ADSs. The depositary will give a discretionary proxy in those
circumstances to vote on all questions at to be voted upon unless we notify the depositary that:
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we
do not wish to receive a discretionary proxy;
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there
is substantial shareholder opposition to the particular question; or
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the
particular question would have an adverse impact on our shareholders.
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We
are required to notify the depositary if one of the conditions specified above exists.
We
cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your
shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the
manner of carrying out voting instructions.
This means that you may not be able to exercise your right to vote and there
may be nothing you can do if your ordinary shares are not voted as you requested.
In
order to give you a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited
Securities, if we request the Depositary to act, we agree to give the Depositary notice of any such meeting and details concerning
the matters to be voted upon at least 30 days in advance of the meeting date.
Fees
and Expenses
Persons
depositing or withdrawing ordinary shares or ADS holders must pay
:
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For
:
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$5.00
(or less) per 100 ADSs (or portion of 100 ADSs)
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Issuance
of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property Cancellation of
ADSs for the purpose of withdrawal, including if the deposit agreement terminates
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$.05
(or less) per ADS
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Any
cash distribution to ADS holders
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A
fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary
shares had been deposited for issuance of ADSs
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Distribution
of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
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$.05
(or less) per ADS per calendar year
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Depositary
services
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Registration
or transfer fees
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Transfer
and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit
or withdraw ordinary shares
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Expenses
of the depositary
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Cable,
telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars
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Taxes
and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs,
such as stock transfer taxes, stamp duty or withholding taxes
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As
necessary
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Any
charges incurred by the depositary or its agents for servicing the deposited securities
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As
necessary
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The
depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering
ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions
to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the
fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing
investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its
fees by deduction from any cash distribution payable to ADS holders that are obligated to pay those fees. The depositary may generally
refuse to provide fee-attracting services until its fees for those services are paid.
From
time to time, the depositary may make payments to us to reimburse and/or share revenue from the fees collected from ADS holders,
or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance
of the ADS program. In performing its duties under the deposit agreement, the depositary may use brokers, dealers or other service
providers that are affiliates of the depositary and that may earn or share fees or commissions.
Payment
of Taxes
You
will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented
by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities
represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities
represented by your American Depositary Shares to pay any taxes owed and you will remain liable for any deficiency. If the depositary
sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any
proceeds, or send to ADS holders any property, remaining after it has paid the taxes.
Reclassifications,
Recapitalizations and Mergers
If
we:
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Then:
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● Change
the nominal or par value of our shares
● Reclassify,
split up or consolidate any of the deposited securities
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The
cash, ordinary shares or other securities received by the depositary will become deposited securities. Each ADS will automatically
represent its equal share of the new deposited securities.
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● Distribute
securities on the ordinary shares that are not distributed to you
● Recapitalize,
reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action
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The
depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs
in exchange for new ADRs identifying the new deposited securities.
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Amendment
and Termination
How
may the deposit agreement be amended?
We
may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. If an amendment
adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration
fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become
effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment.
At the time an
amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by
the ADRs and the deposit agreement as amended
.
How
may the deposit agreement be terminated?
The
depositary will terminate the deposit agreement at our direction by mailing notice of termination to the ADS holders at least
30 days prior to the date fixed in such notice for such termination. The depositary may also terminate the deposit agreement by
mailing notice of termination to us and the ADS holders if 60 days have passed from the date on which the depositary told us it
wants to resign but a successor depositary has not been appointed and accepted its appointment.
After
termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions
on the deposited securities, sell rights and other property, and deliver ordinary shares and other deposited securities upon cancellation
of ADSs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale.
After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit
agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has
no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination
our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.
Limitations
on Obligations and Liability
Limits
on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The
deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the
liability of the depositary. We and the depositary:
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are
only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
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are
not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or
its obligations under the deposit agreement;
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are
not liable if we or it exercise discretion permitted under the deposit agreement;
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are
not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made
available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages
for any breach of the terms of the deposit agreement;
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have
no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf
or on behalf of any other person;
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are
not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
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may
rely upon any documents we believe or it believe in good faith to be genuine and to have been signed or presented by the proper
person.
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In
the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements
for Depositary Actions
Before
the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary
may require:
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payment
of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties
for the transfer of any ordinary shares or other deposited securities;
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satisfactory
proof of the identity and genuineness of any signature or other information it deems necessary; and
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compliance
with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer
documents.
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The
depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer
books are closed or at any time if the depositary or we think it advisable to do so.
Your
Right to Receive the Ordinary Shares Underlying your ADSs
ADS
holders have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:
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when
temporary delays arise because: (i) the depositary has closed its transfer books or we
have closed our transfer books;
(ii)
the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a
dividend
on
our shares;
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when
you owe money to pay fees, taxes and similar charges; or
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when
it is necessary to prohibit withdrawals in order to comply with any laws or governmental
regulations that apply to
ADSs
or to the withdrawal of ordinary shares or other deposited securities.
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This
right of withdrawal may not be limited by any other provision of the deposit agreement.
Pre-release
of ADSs
The
deposit agreement permits the depositary to deliver ADSs before deposit of the underlying shares. This is called a pre-release
of the ADSs. The depositary may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are canceled
before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares
are delivered to the depositary. The depositary may receive ADSs instead of ordinary shares to close out a pre-release. The depositary
may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the
pre-release is being made represents to the depositary in writing that it or its customer owns the ordinary shares or ADSs to
be deposited; (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate;
and (3) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition,
the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary
may disregard the limit from time to time if it thinks it is appropriate to do so.
Direct
Registration System
In
the deposit agreement, all parties to the deposit agreement acknowledge that DRS and the Profile Modification System, or Profile,
will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC under which the
depositary may register the ownership of uncertificated ADSs, which ownership will be confirmed by periodic statements sent by
the depositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS that allows a DTC participant,
claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC
or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior
authorization from the ADS holder to register that transfer.
In
connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement
understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS
holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on
behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties
agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile
System and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.
Shareholder
communications; inspection of register of holders of ADSs
The
depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited
securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications
if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders
about a matter unrelated to our business or the ADSs.
DESCRIPTION OF
WARRANTS
We
may issue warrants for the purchase of our ADSs. We may issue warrants independently of or together with ordinary shares (including
ordinary shares represented by ADSs) offered by any prospectus supplement, and we may attach the warrants to, or issue them separately
from, ordinary shares (including ordinary shares represented by ADSs). Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the prospectus
supplement relating to the particular issue of offered warrants. The warrant agent will act solely as our agent in connection
with the warrant certificates relating to the warrants and will not assume any obligation or relationship of agency or trust with
any holders of warrant certificates or beneficial owners of warrants. The following summaries of certain provisions of the warrant
agreements and warrants do not purport to be complete and are subject to, and are qualified in their entirety by reference to,
all the provisions of the warrant agreement and the warrant certificates relating to each series of warrants which we will file
with the SEC and incorporate by reference as an exhibit to the registration statement of which this prospectus is a part at or
prior to the time of the issuance of any series of warrants.
General
The
applicable prospectus supplement will describe the terms of the warrants, including as applicable:
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the
aggregate number or amount of underlying securities purchasable upon exercise of the warrants and the exercise price;
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the
number of warrants being offered;
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the
date, if any, after which the warrants and the underlying securities will be transferable separately;
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the
date on which the right to exercise the warrants will commence, and the date on which the right will expire (the “Expiration
Date”);
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the
number of warrants outstanding, if any;
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any
material Israeli and/or U.S. federal income tax consequences;
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the
terms, if any, on which we may accelerate the date by which the warrants must be exercised; and
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any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Warrants
will be offered and exercisable for US dollars only and will be in registered form only.
Holders
of warrants will be able to exchange warrant certificates for new warrant certificates of different denominations, present warrants
for registration of transfer, and exercise warrants at the corporate trust office of the warrant agent or any other office indicated
in the applicable prospectus supplement. Prior to the exercise of any warrants, holders of the warrants to purchase ordinary shares
will not have any rights of holders of ordinary shares, including the right to receive payments of dividends, if any, or to exercise
any applicable right to vote.
Certain
Risk Considerations
Any
warrants we issue will involve a degree of risk, including risks arising from fluctuations in the price of the underlying ordinary
shares or debt securities and general risks applicable to the securities market (or markets) on which the underlying securities
trade, as applicable. Prospective purchasers of the warrants will need to recognize that the warrants may expire worthless and,
thus, purchasers should be prepared to sustain a total loss of the purchase price of their warrants. This risk reflects the nature
of a warrant as an asset which, other factors held constant, tends to decline in value over time and which may, depending on the
price of the underlying securities, become worthless when it expires. The trading price of a warrant at any time is expected to
increase if the price of or, if applicable, dividend rate on, the underlying securities increases. Conversely, the trading price
of a warrant is expected to decrease as the time remaining to expiration of the warrant decreases and as the price of or, if applicable,
dividend rate on, the underlying securities, decreases. Assuming all other factors are held constant, the more a warrant is “out-of-the-money”
(i.e., the more the exercise price exceeds the price of the underlying securities and the shorter its remaining term to expiration),
the greater the risk that a purchaser of the warrant will lose all or part of his or her investment. If the price of the underlying
securities does not rise before the warrant expires to an extent sufficient to cover a purchaser’s cost of the warrant,
the purchaser will lose all or part of his or her investment in the warrant upon expiration.
In
addition, prospective purchasers of the warrants should be experienced with respect to options and option transactions, should
understand the risks associated with options and should reach an investment decision only after careful consideration, with their
financial advisers, of the suitability of the warrants in light of their particular financial circumstances and the information
discussed in this prospectus and, if applicable, the prospectus supplement. Before purchasing, exercising or selling any warrants,
prospective purchasers and holders of warrants should carefully consider, among other things:
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the
trading price of the warrants;
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the
price of the underlying securities at that time;
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the
time remaining to expiration; and
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any
related transaction costs.
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Some
of the factors referred to above are in turn influenced by various political, economic and other factors that can affect the trading
price of the underlying securities and should be carefully considered prior to making any investment decisions.
Purchasers
of the warrants should further consider that the initial offering price of the warrants may be in excess of the price that a purchaser
of options might pay for a comparable option in a private, less liquid transaction. In addition, it is not possible to predict
the price at which the warrants will trade in the secondary market or whether any such market will be liquid. We may, but will
not be obligated to, file an application to list any warrants on a United States national securities exchange. To the extent that
any warrants are exercised, the number of warrants outstanding will decrease, which may result in a lessening of the liquidity
of the warrants. Finally, the warrants will constitute our direct, unconditional and unsecured obligations, and as such will be
subject to any changes in our perceived creditworthiness.
Exercise
of Warrants
Each
holder of a warrant will be entitled to purchase that number or amount of underlying securities, at the exercise price, as will
in each case be described in the prospectus supplement relating to the offered warrants. After the close of business on the Expiration
Date (which may be extended by us), unexercised warrants will become void.
Holders
may exercise warrants by delivering to the warrant agent payment as provided in the applicable prospectus supplement of the amount
required to purchase the underlying securities purchasable upon exercise, together with the information set forth on the reverse
side of the warrant certificate. Warrants will be deemed to have been exercised upon receipt of payment of the exercise price,
subject to the receipt within five business days of the warrant certificate evidencing the exercised warrants. Upon receipt of
payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or
any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, issue and deliver the underlying
securities purchasable upon such exercise. If fewer than all of the warrants represented by a warrant certificate are exercised,
we will issue a new warrant certificate for the remaining amount of warrants.
Amendments
and Supplements to Warrant Agreements
We
may amend or supplement the warrant agreement without the consent of the holders of the warrants issued under the agreement to
effect changes that are not inconsistent with the provisions of the warrants and that do not adversely affect the interests of
the holders.
Outstanding
warrants
As of December 12, 2016, there were 2,038,000
ADS warrants issued to public investors in our initial public offering and 95,500 ADS warrants issued to the representative of
the underwriters in connection with our initial public offering in May 2015, both pursuant to a prospectus dated May 13, 2015.
The ADS warrants were exercisable at an exercise price of $6.25 per ADS, subject to adjustments as described in item 12D of our
Annual Report on Form 20-F filed on April 27, 2016.
DESCRIPTION OF
UNITS
We
may issue securities in units, a combination of ADSs and warrants to purchase our ADS. If we issue units, the prospectus supplement
relating to the units will contain the information described above with regard to each of the securities that is a component of
the units. In addition, the prospectus supplement relating to units will describe the terms of any units we issue, including as
applicable:
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the
date, if any, on and after which the units may be transferable separately;
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whether
we will apply to have the units traded on a securities exchange or securities quotation system;
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any
material Israeli and/or U.S. federal income tax consequences; and
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how,
for Israeli and/or U.S. federal income tax purposes, the purchase price paid for the units is to be allocated among the component
securities.
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TAXATION
The
material Israeli and U.S. federal income tax consequences relating to the purchase, ownership and disposition of any of the securities
offered by this prospectus will be set forth in the prospectus supplement offering those securities.
PLAN OF
DISTRIBUTION
We
may sell the securities offered under this prospectus in one or more of the following ways (or in any combination) from time to
time:
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to
or through one or more underwriters or dealers;
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in
short or long transactions;
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directly
to investors; or
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If
underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account
and may be resold from time to time in one or more transactions, including:
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in
privately negotiated transactions;
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in
one or more transactions at a fixed price or prices, which may be changed from time to time;
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in
“at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market
maker or into an existing trading market, on an exchange or otherwise;
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at
prices related to those prevailing market prices; or
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As
applicable, we and our respective underwriters, dealers or agents, reserve the right to accept or reject all or part of any proposed
purchase of the securities. We will set forth in a prospectus supplement the terms and offering of securities by us, including:
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the
names of any underwriters, dealers or agents;
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any
agency fees or underwriting discounts or commissions and other items constituting agents’ or underwriters’ compensation;
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any
discounts or concessions allowed or reallowed or paid to dealers;
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details
regarding over-allotment options under which underwriters may purchase additional securities from us, if any;
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the
purchase price of the securities being offered and the proceeds we will receive from the sale;
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the
public offering price; and
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the
securities exchanges on which such securities may be listed, if any.
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Underwriters,
Agents and Dealers
If
underwriters are used in the sale of our securities, the securities will be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions described above. The securities may be offered to the public either
through underwriting syndicates represented by managing underwriters or directly by underwriters. Generally, the underwriters’
obligations to purchase the securities will be subject to conditions precedent and the underwriters will be obligated to purchase
all of the securities if they purchase any of the securities. We may use underwriters with which we have a material relationship
and will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We
may sell the securities through agents from time to time. When we sell securities through agents, the prospectus supplement will
name any agent involved in the offer or sale of securities and any commissions we pay to them. Generally, any agent will be acting
on a best efforts basis for the period of its appointment.
We
may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase our securities from us at the
public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus
supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.
Underwriters,
dealers and agents may contract for or otherwise be entitled to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act or to contribution with respect to payments made by the underwriters, dealers or agents,
under agreements between us and the underwriters, dealers and agents.
We
may grant underwriters who participate in the distribution of our securities an option to purchase additional securities to cover
over-allotments, if any, in connection with the distribution.
Underwriters,
dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers, as
their agents in connection with the sale of our securities. These underwriters, dealers or agents may be considered to be underwriters
under the Securities Act. As a result, discounts, commissions or profits on resale received by the underwriters, dealers or agents
may be treated as underwriting discounts and commissions. The prospectus supplement for any securities offered by us will identify
any such underwriter, dealer or agent and describe any compensation received by them from us. Any public offering price and any
discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
Any
underwriter may engage in over-allotment transactions, stabilizing transactions, short-covering transactions and penalty bids
in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum. Short-covering transactions involve purchases of our securities in the open market after the
distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from
a dealer when the securities originally sold by the dealer are purchased in a transaction to cover short positions. Those activities
may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue
any of the activities at any time. We make no representation or prediction as to the direction or magnitude of any effect these
transactions may have on the price of our securities. For a description of these activities, see the information under the heading
“Underwriting” in the applicable prospectus supplement.
Underwriters,
broker-dealers or agents who may become involved in the sale of our securities may engage in transactions with and perform other
services for us for which they receive compensation.
In
compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount to be
received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered
pursuant to this prospectus and any applicable prospectus supplement.
Stabilization
Activities
In
connection with an offering through underwriters, an underwriter may, to the extent permitted by applicable rules and regulations,
purchase and sell securities in the open market. These transactions, to the extent permitted by applicable rules and regulations,
may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve
the sale by the underwriters of a greater number of securities than they are required to purchase in the offering. “Covered”
short sales are sales made in an amount not greater than the underwriters’ option to purchase additional securities from
us in the offering, if any. If the underwriters have an over-allotment option to purchase additional securities from us, the underwriters
may consider, among other things, the price of securities available for purchase in the open market as compared to the price at
which they may purchase securities through the over-allotment option. “Naked” short sales, which may be prohibited
or restricted by applicable rules and regulations, are any sales in excess of such option or where the underwriters do not have
an over-allotment option. The underwriters must close out any naked short position by purchasing securities in the open market.
A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the
price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.
Accordingly,
to cover these short sales positions or to otherwise stabilize or maintain the price of the securities, the underwriters may bid
for or purchase securities in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed
to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed
in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions
may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the
open market. The imposition of a penalty bid may also affect the price of the securities to the extent that it discourages resale
of the securities. The magnitude or effect of any stabilization or other transactions is uncertain.
Direct
Sales
We
may also sell securities directly to one or more purchasers without using underwriters or agents. In this case, no agents, underwriters
or dealers would be involved. We may sell securities upon the exercise of rights that we may issue to our shareholders. We may
also sell securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any sale of those securities.
Trading
Market
It
is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not
be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the
liquidity of the trading market for any of the securities.
EXPENSES
We
are paying all of the expenses of the registration of our securities under the Securities Act, including, to the extent applicable,
registration and filing fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of
our counsel. We estimate these expenses to be approximately $110,000 which at the present time include the following categories
of expenses:
SEC registration fee
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$
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17,385
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Legal fees and expenses
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$
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29,250
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Accounting fees and expenses
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$
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15,000
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Miscellaneous expenses
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$
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48,500
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Total
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$
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110,135
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EXPERTS
The
consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 20-F for the
year December 31, 2015 have been so incorporated in reliance on the report of Kost Forer Gabbay & Kasierer, a member of Ernst
& Young Global, an independent registered public accounting firm, given on the authority of said firm as experts in auditing
and accounting.
LEGAL MATTERS
Pearl Cohen Zedek Latzer
Baratz, Tel Aviv, has passed upon certain legal matters regarding the securities offered hereby under Israeli Law, and Pearl Cohen
Zedek Latzer Baratz, LLP, New York, has passed upon certain legal matters regarding the securities offered hereby under U.S. law.
ENFORCEABILITY OF
CIVIL LIABILITIES
We
are incorporated under the laws of the state of Israel. Service of process upon us and upon our directors and officers
and the Israeli experts named in this registration statement, substantially all of whom reside outside of the United States, may
be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially
all of our directors and officers are located outside the United States, any judgment obtained in the United States against us
or any of our directors and officers may not be collectible within the United States.
We
have been informed by our legal counsel in Israel, Pearl Cohen Zedek Latzer Baratz, that it may be difficult to assert U.S. securities
law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation
of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if
an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If
U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming
and costly process. Certain matters of procedure will also be governed by Israeli law.
Subject
to specified time limitations and legal procedures, Israeli courts may enforce a United States judgment in a civil matter which,
subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities
Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:
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the
judgments are obtained after due process before a court of competent jurisdiction, according to the laws of the state in which
the judgment is given and the rules of private international law currently prevailing in Israel;
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the
prevailing law of the foreign state in which the judgments were rendered allows for the enforcement of judgments of Israeli
courts;
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adequate
service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or
her evidence;
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the
judgments are not contrary to public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment
is not likely to impair the security or sovereignty of Israel;
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the
judgments were not obtained by fraud and do not conflict with any other valid judgments in the same matter between the same
parties;
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an
action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted
in the foreign court;
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the
judgment is not subject to any further appeal procedures; and
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the
judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief
was granted.
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Generally,
an Israeli court will not enforce a foreign judgment if the motion for enforcement was filed more than five years after the
date of its award in the United States, unless Israel and the United States have agreed otherwise on a different period, or if
an Israeli court finds exceptional reasons justifying the delay.
If
a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted
into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to
recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli
currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending
collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli
consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment
creditors must bear the risk of unfavorable exchange rates.
___,
2016
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS
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SUBJECT
TO COMPLETION
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DATED
DECEMBER 12, 2016
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$3,500,000
American
Depositary Shares Representing Ordinary Shares
We have entered into an At Market Issuance
Sales Agreement, or sales agreement, with FBR Capital Markets & Co., or FBR, dated November 4, 2016, relating to the sale
of American Depositary Shares, or ADSs, each representing forty (40) of our ordinary shares, each NIS 0.0000001 par value, offered
by this prospectus. In accordance with the terms of the sales agreement, under this prospectus we may offer and sell ADSs, having
an aggregate offering price of up to $3.5 million from time to time through FBR, acting as agent.
Sales
of our American Depositary Shares, if any, under this prospectus will be made by any method permitted that is deemed an “at
the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including
sales made directly on or through the NASDAQ Capital Market, the existing trading market for our ADSs, sales made to or through
a market maker other than on an exchange or otherwise, in negotiated transactions at market prices, and/or any other method permitted
by law. FBR is not required to sell any specific amount. FBR has agreed to use its commercially reasonable efforts consistent
with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar
arrangement.
FBR
will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per ADS sold. In connection with
the sale of the ADSs on our behalf, FBR may be deemed to be an “underwriter” within the meaning of the Securities
Act and the compensation of FBR may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification
and contribution to FBR with respect to certain liabilities, including liabilities under the Securities Act. We have also agreed
to reimburse FBR for legal expenses incurred by it up to $40,000 in the aggregate. In addition, we have agreed to pay Aegis Capital
Corp., or Aegis, a fee equal to up to 2.0% of the gross sales price per ADS sold on our behalf by FBR through and including May
11, 2017, for Aegis' waiver of its right of first refusal in accordance with the underwriting agreement entered by the Company
and Aegis on May 11, 2015 in connection with our initial public offering.
Our ADSs and the ADS warrants are
currently traded on the NASDAQ Capital Market under the symbol “BVXV” and “BVXVW”, respectively. The last
reported closing price of our ADSs and ADS Warrants on the NASDAQ Capital Market on December 9, 2016, was $3.74 and $0.375, respectively.
Our ordinary shares are currently
traded on the Tel Aviv Stock Exchange, or the TASE, under the symbol “BVXV.” The last reported closing price of our
ordinary shares on the TASE on December 11, 2016, was NIS 0.346, or $0.09, per share (based on the exchange rate reported by the
Bank of Israel on December 9, 2016, which was NIS 3.818 = $1.00).
As of December 12, 2016, the
aggregate market value of our outstanding ordinary shares held by non-affiliates, or public float, was approximately $11.2 million
based on 120,033,982 ordinary shares of outstanding ordinary share, or 3,000,850 ADSs, at a price of $3.74 per ADSs, which was
the last reported sale price of our ADSs on The NASDAQ Capital Market on December 9, 2016. We have not offered any securities
pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date
of this prospectus. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on this
registration statement in a public primary offering with a value exceeding more than one-third of our public float in any 12-month
period so long as our public float remains below $75.0 million.
INVESTING
IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 8 OF THIS PROSPECTUS CONCERNING FACTORS YOU SHOULD
CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Neither
the Securities and Exchange Commission, the Israeli Securities Authority nor any state securities commission has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
FBR
______,
2016
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus relates to the offering of our ADSs. Before buying any of the ADSs that we are offering, we urge you to carefully read
this prospectus, together with the information incorporated by reference as described under the heading “Where You Can Find
More Information; Incorporation by Reference.” These documents contain important information that you should consider when
making your investment decision.
This
prospectus describes the specific terms of the ADSs we are offering and also adds to and updates information contained in the
documents incorporated by reference into this prospectus. To the extent there is a conflict between the information contained
in this prospectus, on the one hand, and the information contained in any document incorporated by reference into this prospectus
that was filed with the Securities and Exchange Commission, or SEC, before the date of this prospectus, on the other hand, you
should rely on the information in this prospectus. If any statement in one of these documents is inconsistent with a statement
in another document having a later date – for example, a document incorporated by reference into this prospectus –
the statement in the document having the later date modifies or supersedes the earlier statement.
You
should rely only on the information contained in or incorporated by reference in this prospectus and any free writing prospectus
that we may authorize for use in connection with this offering. We have not, and our Sales Agent has not, authorized anyone to
provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. We are not, and FBR is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful
to make an offer or solicitation. You should assume that the information appearing in this prospectus, the documents incorporated
by reference in this prospectus and any free writing prospectus that we have authorized for use in connection with this offering,
is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects
may have changed since those dates. You should read this prospectus, the documents incorporated by reference in this prospectus
and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making
an investment decision.
WHERE YOU
CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form F-3 under the Securities Act relating to this offering of securities.
This prospectus does not contain all of the information contained in the registration statement. The rules and regulations of
the SEC allow us to omit certain information from this prospectus that is included in the registration statement. Statements made
in this prospectus concerning the contents of any contract, agreement or other document are summaries of all material information
about the documents summarized, but are not complete descriptions of all terms of these documents. If we filed any of these documents
as an exhibit to the registration statement, you may read the document itself for a complete description of its terms.
You
may read and copy the registration statement, including the related exhibits and schedules, and any document we file with the
SEC without charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also
obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E.,
Room 1580, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The
SEC also maintains an Internet website that contains reports and other information regarding issuers that file electronically
with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at
http://www.sec.gov
.
These SEC filings are also available to the public on the Israel Securities Authority's Magna website at www.magna.isa.gov.il.
In
addition, since our ordinary shares are traded on the TASE, in the past we filed Hebrew language periodic and immediate reports
with, and furnished information to, the TASE and the Israeli Securities Authority, or the ISA, as required under Chapter Six of
the Israel Securities Law, 1968. Following the Company's listing of ADSs and ADS warrants on the Nasdaq Capital Market, and following
the approval of the shareholders and Tradable Options (Series 3-5) holders of the Company on July 27, 2015, August 16, 2015 and
September 7, 2015, the Company transitioned solely to U.S. reporting standard. Copies of our SEC filings and submissions are not
submitted to the ISA and the TASE. Such copies can we retrieved electronically through the MAGNA distribution site of the ISA
(www.magna.isa.gov.il) and the TASE website (maya.tase.co.il).
We
maintain a corporate website at www.biondvax.com. Information contained on, or that can be accessed through, our website does
not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual
reference.
In
addition, because our ordinary shares are traded on the TASE, we have filed Hebrew language periodic and immediate reports with,
and furnish information to, the TASE and the ISA, as required under Chapter Six of the Israel Securities Law, 1968. Copies of
our filings with the ISA can be retrieved electronically through the MAGNA distribution site of the ISA (
www.magna.isa.gov.il
)
and the TASE website (
www.maya.tase.co.il
).
We
maintain a corporate website at
www.biondvax.com.
Information contained on, or that can be accessed through,
our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an
inactive textual reference.
DOCUMENTS INCORPORATED
BY REFERENCE
The
SEC allows us to incorporate by reference our publicly filed reports into this prospectus, which means that information included
in those reports is considered part of this prospectus. Information that we file with the SEC after the date that we file
this registration statement will automatically update and supersede the information contained in this prospectus. We incorporate
by reference the following documents filed with the SEC and any future filings made with the SEC under sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
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(1)
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Our
Annual Report on Form 20-F for the year ended December 31, 2015 filed on April 27, 2016; and
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(2)
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Our current reports on Form 6-K filed May 31, 2016,
August 18, 2016 and November 28, 2016 that include our unaudited financial statements for the period ended March 31, 2016, unaudited
financial statements for the period ended June 30, 2016 and unaudited financial statements for the period ended September 30,
2016.
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(3)
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Our current reports
on Form 6-K filed on August 18, 2016, September 1, 2016, September 8, 2016, September 12, 2016, September 20, 2016, September
29, 2016 and October 11, 2016 that include our annual general shareholders meeting proxy statement and proxy card, as amended,
position notice from our shareholders and response of our board of directors to this position notice and results of this general
shareholders meeting.
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(4)
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Our
current report on Form 6-K filed on September 9, 2016, October 11, 2016 and November
29, 2016.
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We
will furnish without charge to you, on written or oral request, a copy of any or all of the above documents, other than exhibits
to such documents which are not specifically incorporated by reference therein. You should direct any requests for documents to:
Biondvax
Pharmaceuticals Ltd.
14
Einstein Street
Nes
Ziona, Israel 74036
(+972)
(8) 930-2529
(+972)
(8) 930-2531 (facsimile)
The
information relating to us contained in this prospectus is not comprehensive and should be read together with the information
contained in the incorporated documents. Descriptions contained in the incorporated documents as to the contents of any contract
or other document may not contain all of the information which is of interest to you. You should refer to the copy of such contract
or other document filed as an exhibit to our filings.
FORWARD-LOOKING
STATEMENT
S
This
prospectus, the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we
may authorize for use in connection with this offering contain statements and information that involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can
identify forward-looking statements by terms including "anticipates", "believes", "could", "estimates",
"expects", "intends", "may", "plans", "potential", "predicts", "projects",
"should", "will", "would", and similar expressions intended to identify forward-looking statements.
Forward looking statements reflect our current views with respect to future events and are based on assumptions and subject to
risks and uncertainties. You should not put undue reliance on any forward-looking statements.
Factors
that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include,
but are not limited to:
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the
initiation, timing, progress and results of our clinical trials;
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the
clinical development, commercialization and market acceptance of our product candidate;
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our
receipt of regulatory approvals for our product candidate, and the timing of other regulatory
filings and approvals;
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our
ability to obtain and maintain ongoing regulatory requirements, even if our product candidate
receives marketing approvals;
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our
ability to maintain and expand our intellectual property in connection with our product
candidate;
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estimates
of our expenses, future revenues, capital requirements and our needs for additional financing.
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THE
COMPANY
We
are a clinical stage biopharmaceutical company focused on developing and, ultimately, commercializing immunomodulation therapies
for infectious diseases. Our current product candidate, a universal influenza vaccine that we refer to as M-001, is a synthetic
peptide-based protein targeting both seasonal and pandemic strains of the influenza virus. Unlike existing influenza vaccines,
which offer only strain specific seasonal protection or pandemic prevention, M-001 is designed to provide long-lasting protection
against multiple existing and future influenza strains. As a result, we believe that M-001 has the potential to become an attractive
alternative to existing influenza vaccines.
M-001
is based on research initially conducted at the Weizmann Institute of Science in Israel, or the Weizmann Institute, over a period
of approximately 10 years prior to our inception in 2003. In 2003, we acquired from Yeda Research and Development Company Ltd.,
or Yeda, an affiliate of the Weizmann Institute, an exclusive worldwide license for the development, manufacture, use, marketing,
sale, distribution and importation of products based, directly or indirectly, on patents and patent applications filed pursuant
to the invention titled “Peptide Based Vaccine for Influenza”, developed on the basis of the research conducted by
Professor Ruth Arnon and her team at the Weizmann Institute. Since 2003, we have continued the research and development of M-001
under the supervision of our Chief Scientific Officer, Dr. Tamar Ben-Yedidia and, at present, we own or license five families
of patents filed in a large number of jurisdictions, the latest of which is expected to be in force until 2035.
According
to a report by the U.S. Department of Health and Human Services, Centers for Disease Control and Prevention, or the CDC, annual
seasonal influenza vaccines in the U.S. were found to be effective in preventing the onset of the influenza virus in between 8%
and 48% of healthy adults during the influenza seasons from 2004 to 2008 (depending on the particular season and the statistical
significance of the sample). In addition, studies conducted by universities and hospitals in cooperation with the CDC from 2004
and until recently measured the effectiveness of the influenza vaccine at preventing outpatient medical visits due to laboratory-confirmed
influenza. These studies estimated the adjusted influenza vaccine effectiveness to be between 10% during the 2004/2005 season
and 60% during the 2010/2011 season, and only 19% effective during the 2014/2015 season. Most existing influenza vaccines are
formulated based on weakened or dead strains of the influenza virus that are predicted to be the most common during the then upcoming
influenza season or that are predicted to be most likely to cause a pandemic outbreak in the then upcoming influenza season. Furthermore,
as seasonal and pandemic influenza vaccines are strain-specific, most existing vaccines only target those specific strains and
do not cope with the ever-changing nature of the influenza virus. In addition, according to the Biomedical and Advanced Research
and Development Authority of the United States Department of Health, or BARDA, which is responsible for the advanced development
and procurement of medical countermeasures for pandemic influenza in the United States, the production cycle of existing influenza
vaccines is long (approximately 6 months), considerably limiting the ability to timely immunize the non-affected population in
case of a pandemic outbreak.
M-001
is comprised of nine peptides that activate the entire immune system (including both a humoral reaction, an immune reaction causing
the body to create antibodies against a pathogen or parts thereof, and a cellular immune reaction, an immune reaction causing
the body to kill or assist in killing pathogens), to prevent the spread of the influenza disease within the body and shorten the
duration of the illness. The selected peptides are from the HA, NP and M1 proteins of both influenza Type A and Type B virus,
and each peptide comprises up to 22 amino-acids. These peptides are common in the vast majority of influenza virus strains and
are combined into a single protein used in M-001.
M-001
is intended to be intramuscularly injected into the body. Once administered, M-001 is designed to be recognized by white blood
cells in the body, causing both humoral and cellular immune reactions. This process is expected to result in the creation of new
memory cells which, upon influenza infection, secrete antibodies to fight the influenza virus.
We
intend to seek regulatory approvals to market M-001 for the following three indications: (i) as a standalone universal vaccine
suitable to be administered to the general population to provide protection against seasonal and pandemic strains of influenza,
that we refer to as the Universal Standalone Indication; (ii) as a seasonal influenza vaccine, or primer, to be administered to
patients over the age of 65 with additional age-related medical conditions, or elderly with co-morbidities, in combination with
the existing seasonal vaccine to provide additional protection against seasonal influenza virus strains, that we refer to as the
Universal Seasonal Primer for Elderly Indication; and (iii) as a pre-pandemic influenza vaccine, or primer, suitable to be administered
to the general population in combination with the existing pandemic vaccine, to provide additional protection against pandemic
strains of the influenza virus, that we refer to as the Universal Pandemic Primer Indication.
To
date, we have completed two Phase 1/2 clinical trials and three Phase 2 clinical trials conducted in Israel pursuant to clinical
trial protocols approved by the Israeli Ministry of Health. These clinical trials were designed for adults between the ages of
18 and 49 and 55 to 75, and included an aggregate of 479 participants. Because our product candidate is a vaccine, we conducted
our Phase 1/2 clinical trials on healthy participants to test both safety of M-001 as our primary endpoint and the immunogenicity
of M-001 as our secondary endpoint. Results from our Phase 1/2 and Phase 2 clinical trials indicated that M-001 was well tolerated
and safe across all treatment groups within the trial population and that M-001 was effective in causing an immune reaction in
clinical trial participants administered with M-001.
In June 2015 we received preliminary results
from our Phase 2 clinical trial in Israel, which we refer to as BVX-006, indicating M-001 was safe, well tolerated and induced
humoral immune responses, successfully meeting the primary safety and secondary immunogenicity endpoints. In addition, in September
2015 we initiated our BVX-007 clinical trial in Europe as part of our membership in the UNISEC Consortium following the receipt
of a regulatory clearance from the relevant Hungarian Regulatory Authority. The UNISEC Consortium is a consortium of three University
partners, five National Health Institutes and other companies and organizations to work on promising recently developed concepts
for a universal influenza vaccine. BVX-007 includes the administration of the H5N1 vaccine following the administration of M-001
to our clinical trial participants. We entered into an agreement with a supplier for the supply of H5N1 vaccine approved by the
relevant regulatory authority for the purpose of performing BVX-007. On September 21, 2016, we announced that the last participant
in this clinical trial completed his final visit, and on November 29, 2016, we announced positive preliminary safety results.
Although no regulatory authority has requested or instructed that we perform these or any other additional preclinical or clinical
trials, we elected to conduct additional Phase 2 clinical trials at this time (rather than proceed directly to filing an IND application
for Phase 3 clinical trials) in order to further expand our data to provide greater support for any Phase 3 clinical trial of
M-001 we may conduct in the future.
In
June 2015, the FDA accepted our newly submitted IND application, and we were informed by our regulatory advisors that the “study
may proceed”. We have submitted this IND in order to comply with Biomedical Advanced Research and Development Authority,
or BARDA, for a grant application we had previously submitted to BARDA. Following such IND acceptance, we intend to participate
in a Phase 2 clinical trial to be held in the U.S. by the National Institute of Allergy and Infectious Diseases, or NIAID. The
purpose of the planned clinical trial is to assess the ability of M-001 in humans to serve as a pandemic primer to the H7N9 avian
pandemic vaccine, and we expect NIAID will launch this clinical trial during 2016-2017.
We
intend, following the receipt of all requisite regulatory approvals, to conduct Phase 3 clinical trials in the U.S., either with
one or more future collaborators, or, subject to available funds, on our own, in support of FDA approval to market M-001 in the
U.S. While all of our preclinical and clinical trials to date have been conducted outside the United States, considering the FDA’s
review and comments to this IND application, we believe that the FDA will consider the results of our completed preclinical and
clinical trials in reviewing any future IND application. We expect that phase 3 clinical trials will be planned for the 2017/2018
timeframe.
We
do not currently have sufficient financial resources to conduct Phase 3 clinical trials of M-001 on our own. Subject to the completion
of our current and planned Phase 2 clinical trials and the approval of an IND application for Phase 3 clinical trials, we intend
to seek to establish collaborations with large multinational pharmaceutical companies and/or national health authorities to finance
Phase 3 clinical trials of M-001. However, to the extent that we have sufficient capital to do so (whether through sales of debt
or equity securities or otherwise), we may seek to conduct Phase 3 clinical trials of M-001 for some or all of our indications
without such collaborations.
We were incorporated under
the laws of the state of Israel in 2003 as a privately held company. In February 2007, we completed an initial public offering
of our ordinary shares on TASE and in May 2015 we completed an initial public offering of our ADSs and ADS warrants on the NASDAQ
Capital Market. Our principal executive offices are located at 14 Einstein Street, Nes Ziona, Israel, 74036, and our telephone
number is (+972) (8) 930-2529. Our agent for service of process in the United States is Puglisi & Associates, whose address
is 850 Library Avenue, Suite 204, Newark, Delaware, and whose telephone number is (302) 738-6680.
THE
OFFERING
ADSs
offered by us pursuant to this prospectus
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American
Depositary shares, each representing forty (40) of our ordinary having an aggregate offering price of up to $3.5 million.
In no event will we sell securities with a value exceeding more than one-third of our “public float” (the market
value of our common stock and any other equity securities that we may issue in the future that are held by non-affiliates)
in any 12-calendar month period.
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Manner
of offering
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“At
the market offering” that may be made from time to time on The NASDAQ Capital Market or other market for our common
stock in the United States through FBR Capital Markets & Co., as sales agent. See the section entitled “Plan of
Distribution” on page 23 of this prospectus.
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Use
of proceeds
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We
currently intend to use the net proceeds from this offering, if any, for working capital, operating expenses and other general
corporate purposes. See the section entitled “Use of Proceeds” on page 9 of this prospectus.
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Risk
factors
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See
“Risk Factors” on page 8 of this prospectus and the other information included in, or incorporated by reference
into, this prospectus for a discussion of certain factors you should carefully consider before deciding to invest in shares
of our common stock.
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Nasdaq
Capital Market symbol
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BVXV
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RISK
FACTORS
Investing
in our securities involves significant risks. Before making an investment decision, you should carefully consider the risks described
under “Risk Factors” in the applicable prospectus supplement and under Item 3.D. – “Risk Factors”
in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K as well as any amendment or update to
our risk factors reflected in subsequent filings with the SEC, together with all of the other information appearing in this prospectus
or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment
objectives and financial circumstances. The risks so described are not the only risks facing us. Additional risks not presently
known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition and
results of operations could be materially adversely affected by any of these risks. The trading price of our securities could
decline due to any of these risks, and you may lose all or part of your investment. The discussion of risks includes or refers
to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements
discussed elsewhere in this prospectus.
Additional
Risks Related to This Offering
Management
will have broad discretion as to the use of the proceeds from this offering and may not use the proceeds effectively.
Because
we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will
have broad discretion as to the application of the net proceeds from this offering and could use them for purposes other than
those contemplated at the time of the offering. Our management may use the net proceeds for corporate purposes that may not improve
our financial condition or market value.
If
you purchase ADSs sold in this offering, you will experience immediate and substantial dilution in the net tangible book value
of your ADSs or ordinary shares. In addition, we may issue additional equity securities in the future, which may result in additional
dilution to investors
.
The price per ADSs being offered
may be higher than the net tangible book value per ADSs of our outstanding ADSs and ordinary shares prior to this offering. Assuming
that an aggregate of 953,678 ADSs are sold at a price of $3.67 per share, the last reported sale price of our ADSs on The NASDAQ
Capital Market on December 7, 2016, for aggregate gross proceeds of approximately $3.5 million, and after deducting commissions
and estimated offering expenses payable by us, new investors in this offering will incur immediate dilution of $1.00 per ADSs.
For a more detailed discussion of the foregoing, see the section entitled “Dilution” below. To the extent outstanding
stock options or warrants are exercised, there will be further dilution to new investors. In addition, to the extent we need to
raise additional capital in the future and we issue additional ADSs or ordinary shares or securities convertible or exchangeable
for our ordinary shares or ADSs our then existing shareholders may experience dilution.
USE OF
PROCEEDS
We
currently intend to use the net proceeds from this offering, if any, for working capital, operating expenses and other general
corporate purposes.
The
amounts and timing of our use of the net proceeds from this offering, if any, will depend on a number of factors, such as the
timing and progress of our clinical trials. As of the date of this prospectus, we cannot specify with certainty all of the particular
uses for the net proceeds to us from this offering. Accordingly, our management will have broad discretion in the timing and application
of these proceeds. Pending application of the net proceeds as described above, we intend to temporarily invest the proceeds in
short-term, interest-bearing instruments.
DILUTION
If
you invest in our ADSs, your interest will be diluted immediately to the extent of the difference between the price per ADS you
pay in this offering and the net tangible book value per ADS after this offering.
Our net tangible book
value as of September 30, 2016, was approximately $8.3 million, or approximately $2.47 per ADS based upon 135,097,367 ordinary
shares outstanding. Net tangible book value per ADS represents the amount of our total tangible assets less total liabilities
divided by the total number of our Ordinary Shares outstanding as of September 30, 2016, and multiplying by 40 (one ADS represents
40 Ordinary Shares).
Dilution per ADS to new investors
represents the difference between the amount per ADS paid by purchasers of our ADSs in this offering assuming a purchase price
of $3.67 per ADS, which was the last reported sale price of our ADSs on December 7 2016, and the net tangible book value per ADS
immediately following the completion of this offering.
After giving effect to the sale
of our ADSs offered by this prospectus at the assumed offering price of $3.67 per ADS in connection with this offering and after
deducting the estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2016
would have been approximately $11.6, or approximately $2.67 per ADS. This represents an immediate increase in net tangible book
value of approximately $0.20 per ADS to our existing security holders and an immediate dilution in as adjusted net tangible book
value of approximately $1.00 per ADS to purchasers of our ADSs in this offering, as illustrated by the following table:
Assumed public offering price per ADS (last
reported sale price of our ADSs on November 1, 2016)
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$
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3.67
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Net tangible book value (deficit) per ADS
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$
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2.47
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Increase in net tangible book value per ADS attributable
to the offering
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$
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0.20
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As adjusted net tangible book value per ADS after giving
effect to the offering
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$
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2.67
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Dilution per share to investors purchasing our ADSs in
this offering
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$
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1.00
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A $1.00 increase (decrease) in
the assumed public offering price of $4.67 per ADS would increase (decrease) the as adjusted amount of each of cash and cash equivalents
and total shareholders’ equity by approximately $0.95 million, assuming that the number of ADSs offered by us, as set forth
on the cover page of this prospectus, remains the same and after deducting estimated offering expenses payable by us. A 100,000
ADS increase in the number of ADSs offered by us, together with a concomitant $1.00 increase in the assumed offering price of
$3.67 per ADS would increase our as adjusted cash and cash equivalents by approximately $1.4 million after deducting estimated
offering expenses payable by us. Conversely, a 100,000 ADS decrease in the number of ADSs offered by us together with a concomitant
$1.00 decrease in the assumed offering price of $2.67 per ADS, would decrease our as adjusted cash and cash equivalents by approximately
$1.2 million after deducting estimated offering expenses payable by us.
For purposes of the above table,
the number of ordinary shares assumed to be outstanding after this offering is based on 135,097,367 ordinary shares outstanding
as of September 30, 2016, based on the exchange rate reported by the Bank of Israel on September 30, 2016, which is 3.758=$1.00),
and excludes:
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ordinary
shares issuable upon the exercise of 5,568,501 options at a weighted average exercise price of NIS 0.76 (or $0.2) per share;
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ordinary
shares issuable upon the exercise of 5,685,000 options (series 4) outstanding at a weighted average exercise price of NIS
1.50 (or $ 0.4) per share;
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ordinary
shares issuable upon the exercise of 6,302,000 options (series 5) outstanding at a weighted average exercise price of NIS
1.50 (or $ 0.4) per share;
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81,520,000 ordinary shares underlying the ADSs and ADS warrants issued at an exercise price of $6.25 per ADS; and
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3,820,000
ordinary shares underlying the ADS purchase warrant issued to the representative in connection with this offering, at an exercise
price per ADS equal to $6.25 per ADS.
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The
foregoing table does not give effect to the exercise of any outstanding options or warrants. To the extent that options or warrants
are exercised, there may be further dilution to new investors.
DESCRIPTION OF
SHARE CAPITAL
The
following description of our share capital and provisions of our Articles of Association are summarized and do not purport to
be complete.
Ordinary
Shares
As of December 12, 2016,
our authorized share capital consists of 391,000,000 ordinary shares, par value NIS 0.0000001 per share. As of December 12, 2016,
there are 135,097,367 ordinary shares issued and outstanding (including those represented by ADSs). All of our outstanding ordinary
shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive
rights.
Pursuant
to Israeli securities laws, a company whose shares are traded on the TASE may not have more than one class of shares for a period
of one year following its registration, after which it is permitted to issue preferred shares (which shall bear a dividend preference
and shall not have any voting rights), and all outstanding shares must be validly issued and fully paid.
Tradable
Options
As of December 12, 2016, we had the following
options outstanding (the dollar exercise prices are based on the exchange rate reported by the Bank of Israel on December 9, 2016,
which is 3.818=$1.00):
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series 4 options to purchase up to 5,685,000 ordinary shares at an exercise price of NIS 1.50 (or $0.39) per share. These options shall expire on February 28, 2017.
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series 5 options to purchase up to 6,302,000 ordinary shares at an exercise price of NIS 1.50 (or $0.39) per share. These options shall expire on October 30, 2017.
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Options
We maintained the 2005
Plan, which was adopted by our board of directors in July 2005 and expired in July 2015. To date, an aggregate amount of 15,282,503
options to purchase 15,282,503 ordinary shares were granted. Of such outstanding options, options to purchase 5,568,501 ordinary
shares were vested as of December 9, 2016 with a weighted average exercise price of NIS 0.76 ($0.2) per share, and will expire
10 years from the date of grant, during the years 2016 – 2025 The 2005 Plan has expired. As of the date of this prospectus,
we did not adopt a new option plan
Articles
of Association
The
following are summaries of material provisions of our articles of association and the Companies Law insofar as they relate to
the material terms of our ordinary shares.
Registration
Number, Purposes and Objects of the Company
Our
number with the Israeli Register of Companies is 513436105. Our purpose is set forth in Section 4 of our articles of association
and includes every lawful purpose in the field of Bio-Technology.
Voting
Rights
Holders
of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders at a shareholder
meeting. Shareholders may vote at shareholder meetings either in person, by proxy or by written ballot. Israeli law does not allow
public companies to adopt shareholder resolutions by means of written consent in lieu of a shareholder meeting. The board of directors
shall determine and provide a record date for each shareholders meeting and all shareholders at such record date may vote. Unless
stipulated differently in the Companies Law or in the articles of association, all shareholders’ resolutions shall be approved
by a simple majority vote. Except as otherwise disclosed herein, an amendment to our articles of association requires the prior
approval of the holders of at least 75% of our shares, represented and voting at a general meeting. Generally, a resolution for
the voluntary winding up of the company requires the approval of holders of 75% of the voting rights represented at the meeting,
in person, by proxy or by written ballot and voting on the resolution.
Transfer
of Shares
Our
ordinary shares that are fully paid for are issued in registered form and may be freely transferred under our articles of association,
unless the transfer is restricted or prohibited by applicable law or the rules of a stock exchange on which the shares are traded.
The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any way by our articles of association
or Israeli law, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.
The
Powers of the Directors, Election of Directors
Our
board of directors shall direct the Company’s policy and shall supervise the performance of the Company’s Chief Executive
Officer. Pursuant to the Companies Law and our articles of association, our board of directors may exercise all powers and take
all actions that are not required under law or under our articles of association to be exercised or taken by our shareholders,
including the power to borrow money for company purposes.
Under
our articles of association, our board of directors must consist of at least three and not more than nine directors, including
at least two external directors required to be appointed under the Israeli Companies Law, 1999. Our board of directors currently
consists of nine members, including our non-executive Chairman of the board of directors. Other than our two external directors,
for whom special election requirements apply under the Israeli Companies Law, as detailed below, our directors may be divided
into three classes with staggered three-year terms. Class I, Class II and Class III shall each consist of two or three directors,
constituting our entire board of directors (other than the external directors). On February 12, 2015, our annual general shareholders
meeting approved the staggering and extension the term of our board members in accordance with the Company’s articles of
association and divided the members of our board of directors among the three classes, so that the term of office of only one
class of directors will expire in each upcoming annual shareholders meeting. From the date of such annual general meeting during
which we divide the members of our board of directors among the three classes, each year the term of office of only one class
of directors will expire, commencing with term of office of the Class III directors which will expire one year after such annual
general meeting, followed by the term of office of the Class II directors and by the term of office of the Class I directors which
will expire two years and three years after such annual general meeting, respectively. Thereafter, at each annual general meeting
of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors
of that class of directors will be for a term of office that expires on the third annual general meeting following such election
or re-election. Each director will hold office until the annual general meeting of our shareholders for the year in which his
or her term expires, unless they are removed by a vote of 75% of the voting power of our board of directors and a vote of 75%
of the voting power of our shareholders at a general meeting of our shareholders, or upon the occurrence of certain events, in
accordance with the Israeli Companies Law and our articles of association.
In
addition, our Articles of Association allow our Board of Directors to appoint directors to fill vacancies on the Board of Directors
to serve until the next general meeting. External directors are elected for an initial term or three years and may be removed
from office pursuant to the terms of the Israeli Companies Law.
Amendment
of share capital
Our
articles of association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the
Companies Law and must be approved by a resolution duly passed by our shareholders at a general or special meeting by voting on
such change in the capital. In addition, transactions that have the effect of reducing capital, such as the declaration and payment
of dividends in the absence of sufficient retained earnings and profits and an issuance of shares for less than their nominal
value, require a resolution of our board of directors and court approval.
Dividends
Under
Israeli law, we may declare and pay dividends only if, upon the determination of our board of directors, there is no reasonable
concern that the distribution will prevent us from being able to meet the terms of our existing and foreseeable obligations as
they become due. Under the Companies Law, the distribution amount is further limited to the greater of retained earnings or earnings
generated over the two most recent years legally available for distribution according to our then last reviewed or audited financial
statements, provided that the date of the financial statements is not more than six months prior to the date of distribution.
In the event that we do not have retained earnings or earnings generated over the two most recent years legally available for
distribution, we may seek the approval of the court in order to distribute a dividend. The court may approve our request if it
is determines that there is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing
and foreseeable obligations as they become due.
In
the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of
our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected
by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that
may be authorized in the future.
Shareholder
Meetings
Under
Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year and in any event no
later than 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting
of shareholders are referred to as special meetings. Our board of directors may call special meetings whenever it sees fit, at
such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law and our articles of association
provide that our board of directors is required to convene a special meeting upon the written request of (i) any two of our directors
or one quarter of the directors then in office; or (ii) one or more shareholders holding, in the aggregate either (a) 5% of our
issued share capital and 1% of our outstanding voting power, or (b) 5% of our outstanding voting power.
Subject
to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote
at general meetings are the shareholders of record on a date to be decided by the board of directors. Furthermore, the Companies
Law and our articles of association require that resolutions regarding the following matters must be passed at a general meeting
of our shareholders:
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amendments
to our articles of association;
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appointment
or termination of our auditors;
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appointment
of directors and appointment and dismissal of external directors;
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approval
of acts and transactions requiring general meeting approval pursuant to the Companies Law;
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approval
of compensation policy for directors and office holders
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director
compensation, indemnification and change of the principal executive officer;
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increases
or reductions of our authorized share capital;
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a
merger;
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the
exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its
powers and the exercise of any of its powers is required for our proper management; and
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authorizing
the chairman of the board of directors or his relative to act as the company’s chief executive officer or act with such
authority; or authorize the company’s chief executive officer or his relative to act as the chairman of the board of
directors or act with such authority.
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The
Companies Law requires that a notice of any annual or special shareholders meeting be provided at least 21 days prior to the meeting
and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions with office holders
or interested or related parties, or an approval of a merger, notice must be provided at least 35 days prior to the meeting.
Quorum
The
quorum required for our general meetings of shareholders consists of one or more shareholders present in person, by proxy or by
other voting instrument in accordance with the Companies Law who hold or represent, in the aggregate, at least 10% of the total
outstanding voting rights, within half an hour from the appointed time.
A
meeting adjourned for lack of a quorum is adjourned to the same day in the following week at the same time and place or on a later
date if so specified in the summons or notice of the meeting. At the reconvened meeting, any number of our shareholders present
in person or by proxy shall constitute a lawful quorum.
Resolutions
Our
articles of association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required
by applicable law or by another provision of the articles of association.
Israeli
law provides that a shareholder of a public company may vote in a meeting and in a class meeting by means of a written ballot
in which the shareholder indicates how he or she votes on resolutions relating to the following matters:
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an
appointment or removal of directors;
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an
approval of transactions with office holders or interested or related parties, that require shareholder approval;
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an
approval of a merger;
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authorizing
the chairman of the board of directors or his relative to act as the company’s chief executive officer or act with such
authority; or authorize the company’s chief executive officer or his relative to act as the chairman of the board of
directors or act with such authority;
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any
other matter that is determined in the articles of association to be voted on by way of a written ballot. Our articles of
association do not stipulate any additional matters; and
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other
matters which may be prescribed by Israel’s Minister of Justice.
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The
provision allowing the vote by written ballot does not apply where the voting power of the controlling shareholder is sufficient
to determine the vote.
On
June 17, the Israeli Securities Authority, or ISA, launched an electronic voting system and, as of this date, shareholders may
vote in a meeting or in a class meeting by using this electronic voting system (in addition to other existing methods of voting).
The
Companies Law provides that a shareholder, in exercising his or her rights and performing his or her obligations toward the company
and its other shareholders, must act in good faith and in a customary manner, and avoid abusing his or her power. This is required
when voting at general meetings on matters such as changes to the articles of association, increasing the company’s registered
capital, mergers and approval of certain interested or related party transactions. A shareholder also has a general duty to refrain
from depriving any other shareholder of its rights as a shareholder. In addition, any controlling shareholder, any shareholder
who knows that its vote can determine the outcome of a shareholder vote and any shareholder who, under such company’s articles
of association, can appoint or prevent the appointment of an office holder or other power towards the company, is required to
act with fairness towards the company. The Companies Law does not describe the substance of this duty except that the remedies
generally available upon a breach of contract will also apply to a breach of the duty to act with fairness, and, to the best of
our knowledge, there is no binding case law that addresses this subject directly.
Access
to Corporate Records
Under
the Companies Law, all shareholders of a company generally have the right to review minutes of the company’s general meetings,
its shareholders register and principal shareholders register, articles of association, financial statements and any document
it is required by law to file publicly with the Israeli Companies Registrar and the ISA. Any of our shareholders may request to
review any document in our possession that relates to any action or transaction with a related party, interested party or office
holder that requires shareholder approval under the Companies Law. We may deny a request to review a document if we determine
that the request was not made in good faith, that the document contains a commercial secret or a patent or that the document’s
disclosure may otherwise prejudice our interests.
Acquisitions
under Israeli Law
Full
Tender Offer
A
person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of the target company’s
issued and outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders
for the purchase of all of the issued and outstanding shares of the company. A person wishing to acquire shares of a public Israeli
company and who would as a result hold over 90% of the issued and outstanding share capital of a certain class of shares is required
to make a tender offer to all of the shareholders who hold shares of the same class for the purchase of all of the issued and
outstanding shares of the same class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding
share capital of the company or of the applicable class, all of the shares that the acquirer offered to purchase will be transferred
to the acquirer by operation of law (provided that a majority of the offerees that do not have a personal interest in such tender
offer shall have approved the tender offer except that if the total votes to reject the tender offer represent less than 2% of
the company’s issued and outstanding share capital, in the aggregate, approval by a majority of the offerees that do not
have a personal interest in such tender offer is not required to complete the tender offer). However, a shareholder that had its
shares so transferred may petition the court within six months from the date of acceptance of the full tender offer, whether or
not such shareholder agreed to the tender or not, to determine whether the tender offer was for less than fair value and whether
the fair value should be paid as determined by the court unless the acquirer stipulated in the tender offer that a shareholder
that accepts the offer may not seek appraisal rights, so long as prior to the acceptance of the full tender offer, the acquirer
and the company disclosed the information required by law in connection with the full tender offer. If the shareholders who did
not accept the tender offer hold 5% or more of the issued and outstanding share capital of the company or of the applicable class,
the acquirer may not acquire shares of the company that will increase its holdings to more than 90% of the company’s issued
and outstanding share capital or of the applicable class from shareholders who accepted the tender offer.
Special
Tender Offer
The
Companies Law provides that an acquisition of shares of a public Israeli company must be made by means of a special tender offer
if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company, unless
one of the exemptions in the Companies Law is met. This rule does not apply if there is already another holder of at least 25%
of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must
be made by means of a tender offer if as a result of the acquisition the purchaser would become a holder of 45% or more of the
voting rights in the company, if there is no other shareholder of the company who holds 45% or more of the voting rights in the
company, unless one of the exemptions in the Companies Law is met.
A
special tender offer must be extended to all shareholders of a company, but the offeror is not required to purchase shares representing
more than 5% of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered
by shareholders. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s
outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares
whose holders objected to the offer.
If
a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the
purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target
company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the
purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.
Merger
The
Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements
described under the Companies Law are met, a majority of each party’s shares voted on the proposed merger at a shareholders’
meeting called with at least 35 days’ prior notice.
For
purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the
shares represented at the shareholders meeting that are held by parties other than the other party to the merger, or by any person
who holds 25% or more of the outstanding shares or the right to appoint 25% or more of the directors of the other party, vote
against the merger. If the transaction would have been approved but for the separate approval of each class or the exclusion of
the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least
25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value
of the parties to the merger and the consideration offered to the shareholders.
Upon
the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that
there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations
of any of the parties to the merger, and may further give instructions to secure the rights of creditors.
In
addition, a merger may not be completed unless at least 50 days have passed from the date that a proposal for approval of the
merger was filed by each party with the Israeli Registrar of Companies and 30 days have passed from the date the merger was approved
by the shareholders of each party.
Antitakeover
Measures
The
Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including
shares providing certain preferred rights, distributions or other matters and shares having preemptive rights. As of the date
of this prospectus, we do not have any authorized or issued shares other than our ordinary shares. In the future, if we do create
and issue a class of shares other than ordinary shares, such class of shares, depending on the specific rights that may be attached
to them, may delay or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market
value of their ordinary shares. The authorization of a new class of shares will require an amendment to our articles of association
which requires the prior approval of the holders of at least 75% of our shares at a general meeting. In addition, the rules and
regulations of the TASE also limit the terms permitted with respect to a new class of shares and prohibit any such new class of
shares from having voting rights. Shareholders voting in such meeting will be subject to the restrictions provided in the Companies
Law as described above.
DESCRIPTION OF
AMERICAN DEPOSITARY SHARES
American
Depositary Shares
The
Bank of New York Mellon, as depositary, registered and delivered American Depositary Shares, also referred to as ADSs. Each ADS
represents forty (40) ordinary shares (or a right to receive forty (40) ordinary shares) deposited with the principal Tel Aviv
office of either of Bank Leumi or Bank Hapoalim, as custodian for the depositary. Each ADS also represents any other securities,
cash or other property which may be held by the depositary. The depositary’s office at which the ADSs are administered is
located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon’s principal executive office is located
at One Wall Street, New York, New York 10286.
You
may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate
evidencing a specific number of ADSs, registered in your name, or (ii) by having ADSs registered in your name in the Direct Registration
System, or DRS, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution.
If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are
an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution
to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to
find out what those procedures are.
The
DRS is a system administered by The Depository Trust Company, or DTC, under which the depositary may register the ownership of
uncertificated ADSs, which ownership is confirmed by periodic statements sent by the depositary to the registered holders of uncertificated
ADSs.
As
an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs
shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a registered holder of ADSs,
you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or
beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs
the deposit agreement and the ADSs.
The
following is a summary of the material provisions of the deposit agreement.
Dividends
and Other Distributions
How
will you receive dividends and other distributions on the shares?
The
depositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary
shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion
to the number of ordinary shares your ADSs represent.
Cash
. The
depositary will convert any cash dividend or other cash distribution we pay on the ordinary shares into U.S. dollars, if it can
do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government
approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only
to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the
ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
Before
making a distribution, the depositary will deduct any withholding taxes, or other required governmental charges. The depositary
will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates
fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the
distribution.
Shares
. The
depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution. The
depositary will only distribute whole ADSs. It may sell ordinary shares which would require it to deliver a fraction of an ADS
and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the
outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed ordinary shares sufficient
to pay its fees and expenses in connection with that distribution.
Rights
to purchase additional shares
.
If we offer holders of our securities any rights to subscribe for additional ordinary
shares or any other rights, the depositary may make these rights available to ADS holders. If the depositary decides it is not
legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable
efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights
that are not distributed or sold to lapse.
In that case, you will receive no value for them.
If
the depositary makes rights available to ADS holders, it will exercise the rights and purchase the ordinary shares on your behalf.
The depositary will then deposit the ordinary shares and deliver ADSs to the persons entitled to them. It will only exercise rights
if you pay it the exercise price and any other charges the rights require you to pay.
U.S.
securities laws may restrict transfers and cancellation of the ADSs represented by ordinary shares purchased upon exercise of
rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver
restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the
necessary restrictions in place.
Other
Distributions
.
The depositary will send to ADS holders anything else we distribute on deposited securities
by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary will have
a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or,
it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the
depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives reasonably satisfactory
evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or
property sufficient to pay its fees and expenses in connection with that distribution
The
depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.
We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation
to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders.
This means
that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical
for us to make them available to you
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Deposit,
Withdrawal and Cancellation
How
are ADSs issued?
The
depositary will deliver ADSs if you or your broker deposits ordinary shares or evidence of rights to receive ordinary shares with
the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes
or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or
upon the order of the person or persons that made the deposit.
How
can ADS holders withdraw the deposited securities?
You
may surrender your ADSs at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such
as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities
underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request,
risk and expense, the depositary will deliver the deposited securities at its office, if feasible.
How
do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You
may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel
that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated
ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting
the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing
those ADSs.
Voting
Rights
How
do you vote?
ADS
holders may instruct the depositary how to vote the number of deposited ordinary shares their ADSs represent.
Otherwise,
you won’t be able to exercise your right to vote unless you withdraw the shares. However, you may not know about the meeting
sufficiently in advance to withdraw the shares.
The
depositary will notify ADS holders of shareholders’ meetings and arrange to deliver our voting materials to them if we ask
it to. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to
vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.
The
depositary will try, as far as practical, subject to the laws of Israel and of our articles of association or similar documents,
to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders. The depositary
will only vote or attempt to vote as instructed or as described in the following sentence. If we ask the depositary to solicit
your instructions at least 30 days before the meeting date but the depositary does not receive voting instructions from you by
the specified date, it will consider you to have authorized and directed it to give a discretionary proxy to a person designated
by us to vote the number of deposited securities represented by your ADSs. The depositary will give a discretionary proxy in those
circumstances to vote on all questions at to be voted upon unless we notify the depositary that:
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we
do not wish to receive a discretionary proxy;
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there
is substantial shareholder opposition to the particular question; or
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the
particular question would have an adverse impact on our shareholders.
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We
are required to notify the depositary if one of the conditions specified above exists.
We
cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your
shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the
manner of carrying out voting instructions.
This means that you may not be able to exercise your right to vote and there
may be nothing you can do if your ordinary shares are not voted as you requested.
In
order to give you a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited
Securities, if we request the Depositary to act, we agree to give the Depositary notice of any such meeting and details concerning
the matters to be voted upon at least 30 days in advance of the meeting date.
Fees
and Expenses
Persons
depositing or withdrawing ordinary shares or ADS holders must pay
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For
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$5.00
(or less) per 100 ADSs (or portion of 100 ADSs)
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Issuance
of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property Cancellation of
ADSs for the purpose of withdrawal, including if the deposit agreement terminates
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$.05
(or less) per ADS
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Any
cash distribution to ADS holders
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A
fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary
shares had been deposited for issuance of ADSs
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Distribution
of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
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$.05
(or less) per ADS per calendar year
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Depositary
services
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Registration
or transfer fees
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Transfer
and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit
or withdraw ordinary shares
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Expenses
of the depositary
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Cable,
telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars
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Taxes
and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs,
such as stock transfer taxes, stamp duty or withholding taxes
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As
necessary
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Any
charges incurred by the depositary or its agents for servicing the deposited securities
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As
necessary
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The
depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering
ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions
to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the
fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing
investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its
fees by deduction from any cash distribution payable to ADS holders that are obligated to pay those fees. The depositary may generally
refuse to provide fee-attracting services until its fees for those services are paid.
From
time to time, the depositary may make payments to us to reimburse and/or share revenue from the fees collected from ADS holders,
or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance
of the ADS program. In performing its duties under the deposit agreement, the depositary may use brokers, dealers or other service
providers that are affiliates of the depositary and that may earn or share fees or commissions.
Payment
of Taxes
You
will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented
by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities
represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities
represented by your American Depositary Shares to pay any taxes owed and you will remain liable for any deficiency. If the depositary
sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any
proceeds, or send to ADS holders any property, remaining after it has paid the taxes.
Reclassifications,
Recapitalizations and Mergers
If
we:
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● Change
the nominal or par value of our shares
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Reclassify, split up or consolidate any of the deposited securities
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The
cash, ordinary shares or other securities received by the depositary will become deposited securities. Each ADS will automatically
represent its equal share of the new deposited securities.
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●
Distribute securities on the ordinary shares that are not distributed
to you
● Recapitalize,
reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action
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The
depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs
in exchange for new ADRs identifying the new deposited securities.
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Amendment
and Termination
How
may the deposit agreement be amended?
We
may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. If an amendment
adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration
fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become
effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment.
At the time an
amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by
the ADRs and the deposit agreement as amended
.
How
may the deposit agreement be terminated?
The
depositary will terminate the deposit agreement at our direction by mailing notice of termination to the ADS holders at least
30 days prior to the date fixed in such notice for such termination. The depositary may also terminate the deposit agreement by
mailing notice of termination to us and the ADS holders if 60 days have passed from the date on which the depositary told us it
wants to resign but a successor depositary has not been appointed and accepted its appointment.
After
termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions
on the deposited securities, sell rights and other property, and deliver ordinary shares and other deposited securities upon cancellation
of ADSs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale.
After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit
agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has
no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination
our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.
Limitations
on Obligations and Liability
Limits
on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The
deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the
liability of the depositary. We and the depositary:
|
●
|
are
only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
|
|
●
|
are
not liable if we are or it are prevented or delayed by law or circumstances beyond our or its control from performing our
or its obligations under the deposit agreement;
|
|
●
|
are
not liable if we or it exercise discretion permitted under the deposit agreement;
|
|
●
|
are
not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made
available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages
for any breach of the terms of the deposit agreement;
|
|
●
|
have
no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf
or on behalf of any other person;
|
|
●
|
are
not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
|
|
●
|
may
rely upon any documents we believe or it believe in good faith to be genuine and to have been signed or presented by the proper
person.
|
In
the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements
for Depositary Actions
Before
the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary
may require:
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●
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payment
of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties
for the transfer of any ordinary shares or other deposited securities;
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●
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satisfactory
proof of the identity and genuineness of any signature or other information it deems necessary; and
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|
●
|
compliance
with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer
documents.
|
The
depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer
books are closed or at any time if the depositary or we think it advisable to do so.
Your
Right to Receive the Ordinary Shares Underlying your ADSs
ADS
holders have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:
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●
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when
temporary delays arise because: (i) the depositary has closed its transfer books or we
have closed our transfer books;
(ii)
the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a
dividend
On
our shares;
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|
●
|
when
you owe money to pay fees, taxes and similar charges; or
|
|
●
|
when
it is necessary to prohibit withdrawals in order to comply with any laws or governmental
regulations that apply to
ADSs
or to the withdrawal of ordinary shares or other deposited securities.
|
This
right of withdrawal may not be limited by any other provision of the deposit agreement.
Pre-release
of ADSs
The
deposit agreement permits the depositary to deliver ADSs before deposit of the underlying shares. This is called a pre-release
of the ADSs. The depositary may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are canceled
before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares
are delivered to the depositary. The depositary may receive ADSs instead of ordinary shares to close out a pre-release. The depositary
may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the
pre-release is being made represents to the depositary in writing that it or its customer owns the ordinary shares or ADSs to
be deposited; (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate;
and (3) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition,
the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary
may disregard the limit from time to time if it thinks it is appropriate to do so.
Direct
Registration System
In
the deposit agreement, all parties to the deposit agreement acknowledge that DRS and the Profile Modification System, or Profile,
will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC under which the
depositary may register the ownership of uncertificated ADSs, which ownership will be confirmed by periodic statements sent by
the depositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS that allows a DTC participant,
claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC
or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior
authorization from the ADS holder to register that transfer.
In
connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement
understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS
holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on
behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties
agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile
System and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.
Shareholder
communications; inspection of register of holders of ADSs
The
depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited
securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications
if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders
about a matter unrelated to our business or the ADSs.
PLAN
OF DISTRIBUTION
We
have entered into an At Market Issuance Sales Agreement, or sales agreement, with FBR under which we may issue and sell ADSs having
aggregate sales proceeds of up to $3,500,000 from time to time through FBR, acting as agent. FBR may sell ADSs by any method that
is deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act, including sales
made directly on or through The NASDAQ Capital Market or any other existing trading market for the ADSs in the United States or
to or through a market maker. FBR may also sell the ADSs in negotiated transactions, subject to our prior approval.
Each
time we wish to issue and sell ADSs under the sales agreement, we will notify FBR of the number of ADSs to be issued, the dates
on which such sales are anticipated to be made and any minimum price below which sales may not be made. Once we have so instructed
FBR, unless FBR declines to accept the terms of such notice, FBR has agreed to use its commercially reasonable efforts consistent
with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of FBR
under the sales agreement to sell our ADSs are subject to a number of conditions that we must meet.
The
settlement between us and FBR is generally anticipated to occur on the third trading day following the date on which the sale
was made. Sales of our ADSs as contemplated in this prospectus will be settled through such means as we and FBR may agree upon.
There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We
will pay FBR a commission equal to 3.0% of the gross proceeds we receive from the sales of our ADSs. We also agreed to reimburse
FBR for legal expenses incurred by it up to $40,000 in the aggregate. In connection with the sale of the ADSs on our behalf, FBR
may be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of FBR may be deemed
to be underwriting commissions or discounts. In addition, we have agreed to pay Aegis, a fee equal to up to 2.0% of the gross
sales price per ADS sold on our behalf by FBR through and including May 11, 2017, for Aegis' waiver of its right of first refusal
in accordance with the underwriting agreement entered by the Company and Aegis on May 11, 2015 in connection with our initial
public offering.
We
estimate the total expenses for the offering, excluding compensation payable to FBR under the terms of the sales agreement, will
be approximately $200,000.
We
have agreed to provide indemnification and contributions to FBR with respect to certain civil liabilities, including liabilities
under the Securities Act.
The
offering of our ADSs pursuant to the sales agreement will terminate upon the earlier of (i) the sale of all of our ADSs provided
for in this prospectus or (ii) termination of the sales agreement as provided therein.
EXPERTS
The
consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 20-F for the
year December 31, 2015 have been so incorporated in reliance on the report of Kost Forer Gabbay & Kasierer, a member of Ernst
& Young Global, an independent registered public accounting firm, given on the authority of said firm as experts in auditing
and accounting.
LEGAL MATTERS
Pearl Cohen Zedek Latzer Baratz, Tel Aviv,
has passed upon certain legal matters regarding the securities offered hereby under Israeli Law, and Pearl Cohen Zedek Latzer
Baratz, LLP, New York, has passed upon certain legal matters regarding the securities offered hereby under U.S. law. Certain legal
matters will be passed upon for FBR by Duane Morris LLP.
$3,500,000
American
Depositary Shares,
Each
represent 40 ordinary shares
PROSPECTUS
FBR
[●],
2016
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Directors, Officers and Employees
An
Israeli company may indemnify an office holder in respect of certain liabilities either in advance of an event or following an
event provided that a provision authorizing such indemnification is inserted in its articles of association. Our Articles
of Association contain such a provision. An undertaking provided in advance by an Israeli company to indemnify an office
holder with respect to a financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement
or arbitrator’s award approved by a court must be limited to events which in the opinion of the Board of Directors can be
foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or a criteria determined
by the Board of Directors as reasonable under the circumstances, and such undertaking must detail the abovementioned events and
amount or criteria.
In
addition, a company may indemnify an office holder against the following liabilities incurred for acts performed as an office
holder:
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reasonable
litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding
instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no
indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability,
such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation
or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require
proof of criminal intent; and
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●
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reasonable
litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted
against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the
office holder was acquitted or as a result of a conviction for a crime that does not require proof of criminal intent.
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An
Israeli company may insure a director or officer against the following liabilities incurred for acts performed as a director or
officer:
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●
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a
breach of duty of care to the company or to a third party, including a breach arising out of the negligent conduct of an office
holder;
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|
●
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a
breach of duty of loyalty to the company, provided the director or officer acted in good faith and had a reasonable basis
to believe that the act would not prejudice the interests of the company; and
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●
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financial
liabilities imposed on the office holder for the benefit of a third party.
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An
Israeli company may not indemnify or insure an office holder against any of the following:
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●
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a
breach of duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe
that the act would not prejudice the company;
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●
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a
breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the
office holder;
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●
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an
act or omission committed with intent to derive illegal personal benefit;
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●
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a
fine levied against the office holder; or
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●
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against
liabilities incurred by the office holder under an administrative proceeding initiated by the ISA under Chapters VIII-3, VIII-4
or IX-1 of the Israeli Securities Law (excluding indemnification or insurance for payment imposed on the office holder in
favor of an injured party under such administrative procedure or expenses that the office holder incurred in connection with
such administrative procedure).
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Under
the Israeli Companies Law, indemnification and insurance of office holders must be approved by our compensation committee and
our Board of Directors and, in respect of our directors and/or our chief executive officer, by our shareholders. Our
directors and officers are currently covered by a directors and officers’ liability insurance policy with respect to specified
claims. In addition, we have entered into indemnification agreements with each of our directors and officers and the directors
and officers of our subsidiaries providing them with indemnification for liabilities or expenses incurred as a result of acts
performed by them in their capacity as our directors and officers. This indemnification is limited both in terms of
amount and coverage. In the opinion of the SEC, however, indemnification of directors and office holders for liabilities
arising under the Securities Act is against public policy and therefore unenforceable.
Item
9. Exhibits and Financial Statement Schedules
See
Exhibit Index.
(b)
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Financial
Statement Schedules
|
All
schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth
in the consolidated financial statements and related notes thereto.
Item
10. Undertakings
(a)
|
The
undersigned Registrant hereby undertakes:
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(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
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(i)
|
To
include any prospectus required by section 10(a)(3) of the Securities Act;
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(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
|
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
|
provided,
however
, that paragraphs (b)(1)(i), (b)(1)(ii) and (b)(1)(iii) of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;
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(2)
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That
for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
|
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering;
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(4)
|
To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of
Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter
if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Form
F-3.
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(5)
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That,
for the purpose of determining liability under the Securities Act to any purchaser:
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(i)
|
If
the registrant is relying on Rule 430B:
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(A)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document
immediately prior to such effective date; or
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(ii)
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If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
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(6)
|
That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities:
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The
undersigned registrant undertake that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
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(iii)
|
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
|
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(c)
|
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(d)
|
The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under Subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed
by the SEC under Section 305(b)(2) of the Trust Indenture Act.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tel Aviv, State of Israel on this 12th day of December, 2016.
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BIONDVAX PHARMACEUTICALS
LTD.
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By:
/s/ Ron Babecoff
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Dr.
Ron Babecoff
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Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated:
|
BiondVax
Pharmaceuticals Ltd.
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By:
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/s/
Ron Babecoff
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Name:
Ron Babecoff
|
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Title:
Chief Executive Officer
|
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By:
|
/s/
Uri Ben Or
|
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|
Name:
Uri Ben Or
|
|
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Title:
Chief Financial Officer
|
Pursuant to the requirements of
the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on December 12, 2016,
in the capacities indicated:
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Ron Babecoff
|
|
Chief
Executive Officer and Director
|
|
December
12, 2016
|
Ron
Babecoff
|
|
(Principal
Executive Officer)
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|
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|
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|
/s/
Uri Ben Or
|
|
Chief
Financial Officer
|
|
December
12, 2016
|
Uri
Ben Or
|
|
(Principal
Financial Officer &
Principal Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Chief
Scientific Officer
|
|
December
12, 2016
|
Tamar
Ben Yedidia
|
|
(Principal
Scientific Officer)
|
|
|
|
|
|
|
|
*
|
|
Chairman
of the Board
|
|
December
12, 2016
|
Avner
Rotman
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
12, 2016
|
Michal
Brikman Marom
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
12, 2016
|
George
H. Lowell
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December
12, 2016
|
Jack
Rosen
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
12, 2016
|
Irit
Ben Ami
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
12, 2016
|
Liora
Katzenstein
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
12, 2016
|
Ruth
Ben Yakar
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
12, 2016
|
Ori
Mor
|
|
|
|
|
AUTHORIZED
REPRESENTATIVE
Pursuant to the Securities Act
of 1933, as amended, the undersigned, the duly authorized representative in the United States of BiondVax Pharmaceuticals Ltd.
has signed this registration statement in the city of Newark, the State of Delaware, on December 12, 2016.
|
Puglisi
& Associates
|
|
|
|
|
By:
|
/s/
Donald J. Puglisi
|
|
Name:
|
Donald
J. Puglisi, Managing Director
|
|
Title:
|
Authorized
Representative
|
EXHIBIT
INDEX
Exhibit
No.
|
|
Exhibit Description
|
|
|
|
1.1*
|
|
Form of underwriting agreement
|
|
|
|
1.2**
|
|
At Market Issuance Sales Agreement with FBR Capital Markets & Co.
|
|
|
|
3.1
|
|
Articles of Association of BiondVax Pharmaceuticals Ltd. (unofficial English translation from Hebrew original), incorporated by reference to exhibit 3.1 to the Registration Statement on Form F-1 filed with the SEC on December 29, 2014.
|
|
|
|
4.1
|
|
Form of Deposit Agreement between BiondVax Pharmaceuticals Ltd., The Bank of New York Mellon as Depositary, and owners and holders from time to time of ADSs issued thereunder, incorporated by reference to exhibit 4.1 to the Registration Statement on Form F-1 filed with the SEC on April 6, 2015.
|
|
|
|
4.2
|
|
Specimen American Depositary Receipt (included in Exhibit 4.1).
|
|
|
|
4.3
|
|
Form of Representative ADS Purchase Warrant, incorporated by reference to exhibit 4.4 to the Registration Statement on Form F-1 filed with the SEC on April 28, 2015.
|
|
|
|
4.4
|
|
Form of Warrant Agent Agreement, incorporated by reference to exhibit 4.5 to the Registration Statement on Form F-1 filed with the SEC on May 6, 2015.
|
|
|
|
5.1
|
|
Opinion
of Pearl Cohen Zedek Latzer Baratz
|
|
|
|
5.2
|
|
Opinion
of Pearl Cohen Zedek Latzer Baratz, LLP
|
|
|
|
23.1
|
|
Consent
of Kost Forer Gabbay & Kasierer, a member of EY Global, independent registered public accounting firm
|
|
|
|
23.2
|
|
Consent
of Pearl Cohen Zedek Latzer Baratz (included in Exhibit 5.1).
|
|
|
|
23.3
|
|
Consent
of Pearl Cohen Zedek Latzer Baratz (included in Exhibit 5.2).
|
|
|
|
24
|
|
Power
of Attorney (included in the signature page of the registration statement on Form F-3 filed with the SEC on November 4, 2016).
|
*
|
To be filed.
|
**
|
Previously
filed as an exhibit to the Registration Statement on Form F-3 filed with the SEC on November 4, 2016, which exhibit is incorporated
herein by reference.
|
II-8
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