Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
January 15 2021 - 07:05AM
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 January 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.
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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-
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EXPLANATORY
NOTE
On
January 14, 2021, Vascular Biogenics Ltd. (the “Company”), entered
into a ordinary share purchase agreement (the “Purchase Agreement”)
with Aspire Capital Fund, LLC, an Illinois limited liability
company (“Aspire Capital”), which provides that, upon the terms and
subject to the conditions and limitations set forth therein, Aspire
Capital is committed to purchase up to an aggregate of $20.0
million of the Company’s ordinary shares at the Company’s request
from time to time during the 30-month term of the Purchase
Agreement. Concurrently with entry into the Purchase Agreement, the
Company also entered into a registration rights agreement with
Aspire Capital (the “Registration Rights Agreement”), pursuant to
which the Company filed with the Securities and Exchange Commission
(“SEC”) a prospectus supplement to the Company’s effective shelf
registration statement on Form F-3 (File No. 333-251821), which
registers the issuance and sale of the ordinary shares that the
Company may offer to Aspire Capital from time to time under the
Purchase Agreement.
Under
the Purchase Agreement, on any trading day selected by the Company,
the Company has the right, in its sole discretion, to present
Aspire Capital with a purchase notice (each, a “Regular Purchase
Notice”) directing Aspire Capital (as principal) to purchase up to
100,000 of the Company’s ordinary shares (not to exceed $1,000,000
worth of shares unless the Company and Aspire Capital agree
otherwise) per business day, up to an aggregate of $20.0 million of
the Company’s ordinary shares at a per share price (the “Purchase
Price”) equal to the lesser of:
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the
lowest sale price of the Company’s ordinary shares on the Nasdaq
Stock Market LLC (“Nasdaq”) on the date of sale; or |
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the
arithmetic average of the three (3) lowest closing sale prices for
the Company’s ordinary shares on Nasdaq during the ten (10)
consecutive trading days ending on the trading day immediately
preceding the purchase date. |
The
Company and Aspire Capital also may mutually agree to increase of
ordinary shares that may be sold to as much as an additional
2,000,000 ordinary shares per business day,
respectively.
In
addition, on any date on which the Company submits a Regular
Purchase Notice to Aspire Capital in an amount equal to 100,000
shares, the Company also has the right, in its sole discretion, to
present Aspire Capital with a volume-weighted average price
purchase notice (each, a “VWAP Purchase Notice”) directing Aspire
Capital to purchase an amount of the Company’s ordinary shares
equal to up to 30% of the aggregate ordinary shares traded on
Nasdaq on the next trading day (the “VWAP Purchase Date”), subject
to a maximum number of shares the Company may determine. The
purchase price per share pursuant to such VWAP Purchase Notice is
generally 97% of the volume-weighted average price for the
Company’s ordinary shares traded on Nasdaq on the VWAP Purchase
Date.
The
Purchase Agreement provides that the Company and Aspire Capital
shall not effect any sales under the Purchase Agreement on any
purchase date where the closing price of the Company’s ordinary
shares on Nasdaq is less than $0.25. In addition, the Company may
not sell more than an aggregate of 12,039,000 ordinary shares under
the Purchase Agreement unless it obtains stockholder approval of
the sale of additional shares. There are no trading volume
requirements or restrictions under the Purchase Agreement, and the
Company will control the timing and amount of sales of the
Company’s ordinary shares to Aspire Capital. Aspire Capital has no
right to require any sales by the Company but is obligated to make
purchases from the Company as directed by the Company in accordance
with the Purchase Agreement. There are no limitations on use of
proceeds, financial or business covenants, restrictions on future
financing transactions, rights of first refusal, participation
rights, penalties or liquidated damages in the Purchase Agreement.
The Purchase Agreement may be terminated by the Company at any
time, at its discretion, without any cost to the Company. The
Company currently expects to use any proceeds received by the
Company under the Purchase Agreement for working capital and for
general corporate purposes.
The
foregoing description is not complete and is qualified in its
entirety by reference to the full texts of the Purchase Agreement
and the Registration Rights Agreement, copies of which are filed
with as Exhibits 99.1 and 99.2, respectively, to this Current
Report on Form 6-K and are incorporated herein by
reference.
The
legal opinion of Horn & Co. relating to the ordinary shares is
filed as Exhibit 5.1 to this Form 6-K and incorporated by reference
herein.
On
January 15, 2021, the Company issued a press release announcing
that it has entered into the Purchase Agreement with Aspire
Capital. A copy of the press release is attached as Exhibit 99.3 to
this Current Report on Form 6-K. The information contained in
Exhibit 99.3 to this Form 6-K, is intended to be furnished and
shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set
forth by specific reference in such filing.
EXHIBITS
SIGNATURE
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, thereunto duly authorized.
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VASCULAR
BIOGENICS LTD. |
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Date:
January 15, 2021 |
By: |
/s/
Dror Harats |
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Name: |
Dror
Harats |
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Title: |
Chief
Executive Officer |
