Amended Statement of Ownership (sc 13g/a)
January 24 2020 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BiondVax Pharmaceuticals Ltd.
(Name of Issuer)
Ordinary Shares, NIS 0.0000001 par value
per share
(Title of Class of Securities)
09073Q105
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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1.
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NAMES
OF REPORTING PERSONS
Ibex
Investors LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado, USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
14,360,000*
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
14,360,000*
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,360,000*
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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____________________
*Reporting Persons own 359,000 American Depository Shares representing
14,360,000 Ordinary Shares.
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1.
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NAMES
OF REPORTING PERSONS
Justin
B. Borus
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
14,360,000*
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|
|
6.
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SHARED
VOTING POWER
0
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|
7.
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SOLE
DISPOSITIVE POWER
14,360,000*
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,360,000*
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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____________________
*Reporting Persons own 359,000 American Depository Shares representing
14,360,000 Ordinary Shares.
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1.
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NAMES
OF REPORTING PERSONS
Ibex
Israel Fund LLLP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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|
5.
|
|
SOLE
VOTING POWER
14,360,000*
|
|
|
6.
|
|
SHARED
VOTING POWER
0
|
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
14,360,000*
|
|
|
8.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
|
|
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9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,360,000*
|
|
|
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
|
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12.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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____________________
*Reporting Persons own 359,000 American Depository Shares representing
14,360,000 Ordinary Shares.
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1.
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NAMES
OF REPORTING PERSONS
Ibex
GP LLC
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
|
|
|
|
3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado,
USA
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|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE
VOTING POWER
14,360,000*
|
|
|
6.
|
|
SHARED
VOTING POWER
0
|
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
14,360,000*
|
|
|
8.
|
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SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
|
|
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9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,360,000*
|
|
|
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
|
|
|
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
____________________
*Reporting Persons own 359,000 American Depository Shares representing
14,360,000 Ordinary Shares.
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|
1.
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NAMES
OF REPORTING PERSONS
Ibex
Investment Holdings LLC
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
|
|
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
|
|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE
VOTING POWER
14,360,000*
|
|
|
6.
|
|
SHARED
VOTING POWER
0
|
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
14,360,000*
|
|
|
8.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,360,000*
|
|
|
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
|
|
|
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
____________________
*Reporting Persons own 359,000 American Depository Shares representing
14,360,000 Ordinary Shares.
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
Ibex
Investment Holdings II LLC
|
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
|
|
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
|
|
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE
VOTING POWER
14,360,000*
|
|
|
6.
|
|
SHARED
VOTING POWER
0
|
|
|
7.
|
|
SOLE
DISPOSITIVE POWER
14,360,000*
|
|
|
8.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,360,000*
|
|
|
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
|
|
|
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
____________________
*Reporting Persons own 359,000 American Depository Shares representing
14,360,000 Ordinary Shares.
Item 1.
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(a)
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The name of the issuer is BiondVax Pharmaceuticals Ltd. (the “Issuer”).
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(b)
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The principal executive offices of the Issuer are located at Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus,
Jerusalem, Israel.
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Item 2.
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(a)
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This Schedule 13G (this “Statement” or this “Schedule 13G”) is being filed by: (1) Justin
B. Borus; (2) Ibex Investors LLC, a Colorado limited liability company (the “Investment Manager”); (3) Ibex
Israel Fund LLLP, a Delaware limited liability limited partnership (the “Fund”); (4) Ibex GP LLC, a Colorado
limited liability company (the “General Partner”); (5) Ibex Investment Holdings LLC, a Delaware limited liability
company (“IM Holdings”); and (6) Ibex Investment Holdings II LLC, a Delaware limited liability company (“GP
Holdings”) (all of the foregoing, collectively, the “Reporting Persons”). The Fund is a private investment
vehicle. The Fund directly beneficially owns the Ordinary Shares (as defined below) reported in this Statement. The Investment
Manager is the investment manager of the Fund. IM Holdings is the sole member of the Investment Manager. The General Partner is
the general partner of the Fund. GP Holdings is the sole member of the General Partner. Justin B. Borus is the manager of the Investment
Manager, IM Holdings, the General Partner and GP Holdings. Justin B. Borus, the Investment Manager, IM Holdings, the General Partner
and GP Holdings may be deemed to beneficially own the Ordinary Shares directly beneficially owned by the Fund. Each Reporting Person
disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by such Reporting Person.
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(b)
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The principal business office of the Reporting Persons is c/o Ibex Investors LLC, 3200 Cherry Creek South Drive, Suite 670,
Denver, CO 80209.
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(c)
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For citizenship information see Item 4 of the cover page of each Reporting Person.
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(d)
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This Statement relates to the Ordinary Shares, NIS 0.0000001 par value per share (the “Ordinary Shares”).
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(e)
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The CUSIP Number of the Ordinary Shares is 09073Q105.
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Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Reporting Person,
and Item 2, which information is given as of the filing date and is also accurate as of the Event Date of December 31, 2019. The
securities reported herein consist of 359,000 American Depository Shares representing 14,360,000 Ordinary Shares held by the Fund.
The percentage beneficial ownership contained herein is based on 10,058,791 American Depository Shares representing 402,351,640
Ordinary Shares outstanding as of December 31, 2019, as reported by the Issuer in its Post-Effective Amendment No. 4 to Form F-1
on Form F-3 filed on January 7, 2020.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
(a) Not applicable.
(b) Not applicable.
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(c)
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: January 24, 2020
Justin B. Borus
Ibex Investors LLC
Ibex Israel Fund LLLP
Ibex GP LLC
Ibex Investment Holdings LLC
Ibex Investment Holdings II LLC
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By:
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/s/
Justin B. Borus
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Justin B. Borus, for
himself and as the Manager of each of the Investment Manager, IM Holdings, the General Partner (for itself and on behalf of the
Fund) and GP Holdings
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EXHIBIT
INDEX
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Exhibit No.
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Document
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1
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Joint
Filing Agreement
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Exhibit
1
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the Ordinary Shares, NIS 0.0000001 par value per share, of BiondVax Pharmaceuticals
Ltd., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the
undersigned hereby execute this Agreement.
Dated:
January 24, 2020
Justin B. Borus
Ibex Investors LLC
Ibex Israel Fund LLLP
Ibex GP LLC
Ibex Investment Holdings LLC
Ibex Investment Holdings II LLC
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By:
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/s/
Justin B. Borus
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Justin B. Borus, for
himself and as the Manager of each of the Investment Manager, IM Holdings, the General Partner (for itself and on behalf of the
Fund) and GP Holdings
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