SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule13a-16 or15d-16 of the
Securities Exchange Act of 1934
For the month of November 2017
Commission File Number:001-36581
Vascular Biogenics Ltd.
(Translation of registrant’s name into English)
6 Jonathan Netanyahu St.
Or Yehuda
Israel 6037604
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form20-F or Form40-F.
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-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 Rule12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule12g3-2(b):82-
Entry into a Material Definitive Agreement.
Offering of Ordinary Shares
On November 16, 2017, Vascular Biogenics Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Jaffray & Co. related to the underwritten offering (the “Offering”) of an aggregate of 2,500,000 ordinary shares, NIS 0.01 nominal value (the “Ordinary Shares”).
The public offering price for each Ordinary Share is $7.50. The purchase price to be paid by the underwriters to the Company for each Ordinary Share is $7.20. The closing of the Offering is expected to take place on November 21, 2017, subject to the satisfaction of customary closing conditions. The Company estimates that the net proceeds from the sale of the Ordinary Shares will be approximately $17.9 million after deducting the underwriting discount and estimated offering expenses payable by the Company.
The Ordinary Shares are being offered and sold pursuant to the Company’s shelf registration statement on FormF-3 (RegistrationNo. 333-207250) (the “Registration Statement”) registering an aggregate of $100 million of designated securities of the Company. The Registration Statement was declared effective by the Securities and Exchange Commission (the “SEC”) on October 19, 2015. In connection with this Offering, the Company will file with the SEC a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
A copy of the legal opinion of Horn & Co., the Company’s Israeli counsel, relating to the validity of the Ordinary Shares is filed as Exhibit 5.1 to this Current Report on Form6-K, which is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by a copy of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form6-K and incorporated by reference herein.
Forward-Looking Statements
Statements in this report that are not strictly historical in nature constitute “forward-looking statements.” Such statements include, but are not limited to, the Company’s issuance of securities, the amount of net proceeds from the Offering and the closing of the Offering. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from any results expressed or implied by such forward-looking statements. For example, there are risks associated with the underwriters fulfilling their obligations to purchase the securities and the Company’s ability to satisfy its conditions to close the Offering. Risk factors that may cause actual results to differ are discussed in the Company’s SEC filings, including its annual report on Form20-F for the year ended December 31, 2016. All forward-looking statements are qualified in their entirety by this cautionary statement. The Company is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise.
Other Events
On November 16, 2017, the Company issued a press release announcing that it had launched the Offering. A copy of this press release is filed as Exhibit 99.1 hereto.
On November 17, 2017, the Company issued a press release announcing that it had priced the Offering. A copy of this press release is filed as Exhibit 99.2 hereto.
Exhibits.
| | |
Exhibit No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated November 16, 2017, by and between the Company and Piper Jaffray & Co. |
| |
| 5.1 | | Opinion of Horn & Co., Israeli counsel to the Company. |
| |
| 23.1 | | Consent of Horn & Co. (included in Exhibit 5.1). |
| |
| 99.1 | | Press release of the Company, dated November 16, 2017, titled “VBL Therapeutics Announces Proposed Public Offering of 2.5 Million Shares of Ordinary Shares.” |
| |
| 99.2 | | Press release of the Company, dated November 17, 2017, titled “VBL Therapeutics Prices 2.5 Million Ordinary Share Offering.” |
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. |
| | | |
| Date: November 20, 2017 | | | | By: | | /s/ Dror Harats |
| | | | | | Name: | | Dror Harats |
| | | | | | Title: | | Chief Executive Officer |
