Securities Registration (foreign Private Issuer) (f-1/a)
April 05 2017 - 5:21PM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on April 5, 2017
Registration No. 333-216238
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
Amendment No.
3
to
Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Bioblast
Pharma Ltd
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(Exact name of registrant as specified
in its charter)
State of Israel
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2834
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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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Mr. Fredric Price
Bioblast Pharma Ltd.
37 Dereh Menachem Begin St.,
15th Floor
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Zysman, Aharoni, Gayer and
Sullivan & Worcester LLP
1633 Broadway
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Tel-Aviv 6522042 Israel
Tel: +972-72-240-9060
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New York, NY 10019
Tel: 212.660.5000
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(Address, including zip code, and telephone number,
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(Name, address, including zip code, and telephone
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including area code, of registrant’s principal executive offices)
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number, including area code, of agent for service)
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Copies to:
Oded Har-Even, Esq.
Shy S. Baranov, Esq.
Robert V. Condon III, Esq.
Zysman, Aharoni, Gayer and
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: 212.660.5000
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Mor Limanovich, Adv.
David Huberman, Adv.
Zysman, Aharoni, Gayer & Co.
41-45 Rothschild Blvd.
Beit Zion
Tel-Aviv, Israel 65784
Tel: +972.3.795.5555
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Rick A. Werner, Esq.
Haynes and Boone, LLP
30 Rockefeller Plaza, 26
th
Floor
New York, NY 10112
Tel: 212.659.7300
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Dr. Zvi Gabbay, Adv.
Barnea & Co.
HaRakevet St. 58
Tel Aviv, Israel
6777016
Tel: +972.3.640.0600
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Approximate date of commencement of
proposed sale to the public:
As soon as practicable after the effective date hereof.
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, check the following
box.
x
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 post-effective amendment filed pursuant to
Rule 462(d) 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.
¨
EXPLANATORY NOTE
This Amendment is filed solely to file
Exhibits 1.1, 4.1, 4.2, 5.1, 5.2, 23.2, 23.3 and to reflect such filings in the Index to Exhibits. No change is made to the preliminary
prospectus constituting Part I of the Registration Statement or Items 6, 7, or 9 of Part II of the Registration Statement.
Item 8.
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Exhibits and Financial Statement Schedules
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Exhibits:
Exhibit
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Number
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Exhibit Description
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1.1
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Form of Underwriting Agreement by and among Bioblast Pharma
Ltd. and the underwriters named therein.
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3.1
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Amended and Restated Articles of Association of the Company,
filed as Exhibit 3.2 to Form F-1/A filed on July 8, 2014 (File No. 333-193824), and incorporated herein by reference.
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4.1
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Form of Series A Warrant.
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4.2
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Form of Pre-Funded Series B Warrant.
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4.3
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Form of Ordinary Share Purchase Warrant issued to investors
on March 22, 2016, filed as Exhibit 4.1 to Form 6-K filed on March 18, 2016 (File No. 001-36578), and incorporated herein
by reference.
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5.1
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Opinion of Zysman, Aharoni, Gayer & Co., Israeli counsel
to Bioblast Pharma Ltd., as to the validity of the Ordinary Shares being offered (including consent).
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5.2
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Opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester
LLP, U.S. counsel to Bioblast Pharma Ltd.
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10.1
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Bioblast Pharma Ltd. 2013 Incentive Option Plan, as amended,
filed as Exhibit 4.1 to Form 20-F filed on March 29, 2016 (File No. 001-36578), and incorporated herein by reference.
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10.2
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Bioblast Pharma Ltd. Compensation Policy for Company Office
Holders, included in Exhibit 99.1 to Form 6-K filed on March 31, 2015 (File No. 001-36578), and incorporated herein by reference.
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10.3
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Form of Indemnification Agreement, filed as Exhibit 10.4
to Form F-1/A filed on April 8, 2014 (File No. 333-193824) and incorporated herein by reference.
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23.1*
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Consent of Kost Forer Gabbay & Kasierer (a Member of
EY Global).
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23.2
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Consent of Zysman, Aharoni, Gayer & Co. (included in
Exhibit 5.1).
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23.3
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Consent of Zysman, Aharoni, Gayer and Sullivan & Worcester
LLP (included in Exhibit 5.2).
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24.1*
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Power of Attorney (included on the signature page of the
Registration Statement).
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101*
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The following materials from our registration statement on
Form F-1 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated
Statements of Operations, (iii) the Consolidated Statements of Changes in Shareholders' Equity, (iv) the Consolidated Statements
of Cash Flows and (v) the Consolidated Notes to Financial Statements, tagged as blocks of text and in detail.
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Financial Statement Schedules:
All financial statement schedules have been
omitted because either they are not required, are not applicable or the information required therein is otherwise set forth in
our financial statements and related notes thereto.
SIGNATURES
Pursuant to the
requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this registration statement on Form F-1 to be signed on its behalf by
the undersigned, thereunto duly authorized, in Tel Aviv, Israel on April 5, 2017.
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BIOBLAST PHARMA LTD.
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By:
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/s/ Fredric Price
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Fredric Price,
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Executive Chairman of the Board of Directors and Chief
Executive Officer
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Pursuant to the requirements of the Securities
Act, this registration statement on Form F-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Fredric Price
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Executive Chairman of the Board of Directors,
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April 5, 2017
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Fredric Price
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Chief Executive Officer
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/s/ Chaime Orlev
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Chief Financial Officer, Vice President of
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April 5, 2017
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Chaime Orlev
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Finance and Administration
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/s/ *
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Director
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April 5, 2017
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Michael Burshtine
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/s/ *
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Director
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April 5, 2017
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Thomas I.H. Dubin
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/s/ *
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Director
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April 5, 2017
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Colin Foster
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/s/ *
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Director
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April 5, 2017
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Robert Friedman
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/s/ *
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Director
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April 5, 2017
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Marlene Haffner
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/s/ *
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Director
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April 5, 2017
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Dr. Dalia Megiddo
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/s/ *
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Director
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April 5, 2017
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Ran Nussbaum
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/s/ *
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Director
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April 5, 2017
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Dr. Ralf Rosskamp
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*By:
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/s/ Fredric Price
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Fredric Price
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Attorney-in-fact
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act, as amended,
the undersigned, Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, the duly authorized representative in the United States
of Bioblast Pharma Ltd. has signed this registration statement on April 5, 2017.
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/s/ ZYSMAN, AHARONI, GAYER AND
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SULLIVAN & WORCESTER LLP
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