Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
April 12 2021 - 9:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16 of the
Securities
Exchange Act of 1934
For
the month of April 2021
Commission
File Number: 001-36581
Vascular
Biogenics Ltd.
(Translation
of registrant’s name into English)
8
HaSatat St.,
Modi’in,
Israel
7178106
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F [X]
|
|
Form
40-F [ ]
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
_____
Entry
into a Material Definitive Agreement.
Underwriting
Agreement
On
April 9, 2021, Vascular Biogenics Ltd., a company organized under the laws of Israel (the “Company”) entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Guggenheim Securities, LLC, as representative
of the underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell (i) 5,150,265
ordinary shares (the “Shares”), par value NIS 0.01 per share, of the Company (“Ordinary Shares”),
at a price to the public of $1.90 per share, and (ii) pre-funded warrants of the Company to purchase 8,050,000 Ordinary
Shares at an exercise price of $0.01 per share (the “Pre-Funded Warrants”), at a price to the public of $1.89
per Ordinary Share underlying the Pre-Funded Warrants (equal to the public offering price per Share minus $0.01) (the “Offering”).
Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days,
to purchase up to additional 1,980,039 Ordinary Shares on the same terms as the Shares (the “Option”). The
gross proceeds to the Company from the Offering are expected to be approximately $25.0 million, before the deduction of
underwriting discounts and commissions and offering expenses and excluding the proceeds from the Underwriters’ exercise
of the Option.
The
Pre-Funded Warrants are exercisable at any time, provided that each Pre-Funded Warrant holder will be prohibited from exercising such
Pre-Funded Warrants into ordinary shares if, as a result of such exercise, the holder, together with its affiliates, would own more than
19.99% (or, at the election of the Pre-Funded Warrant holder, 4.99%) of the total number of Ordinary Shares then issued and outstanding.
The
Offering was made by the Company pursuant to a registration statement on Form F-3 (File No. 333-251821) (the “Registration
Statement”), that was filed with the Securities and Exchange Commission (the “Commission”) on December 30, 2020,
and was declared effective on January 8, 2021. A preliminary prospectus supplement and prospectus supplement and the accompanying
prospectus relating to the Offering have been filed with the Commission. The closing of the Offering is expected to occur on or
about April 13, 2021, subject to the satisfaction of closing conditions.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to
closing.
The
foregoing summaries of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are subject to,
and qualified in their entirety by, such documents attached as Exhibits 1.1 and 4.1, respectively, to this Form 6-K, which are
incorporated herein by reference.
A
copy of the legal opinion, including the related consent, of Horn & Co. relating to the validity of the Shares is filed as
Exhibit 5.1 hereto. A copy of the legal opinion, including the related consent, of Goodwin Procter LLP, relating to the validity
of the Pre-Funded Warrants is filed as Exhibit 5.2 hereto. Each of Exhibit 5.1 and Exhibit 5.2 are filed with reference to, and
are hereby incorporated by reference into, the Registration Statement.
Other
Events
The
Company issued a press release announcing the pricing of the Offering on April 9, 2021. A copy of the press release
is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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VASCULAR
BIOGENICS LTD.
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Date:
April 12, 2021
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By:
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/s/
Dror Harats
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Dror
Harats
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Chief
Executive Officer
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