As filed with the U.S. Securities and Exchange Commission on September 5, 2023
Registration No. 333-271826
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
to
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Vascular Biogenics Ltd.
(Exact name of registrant as specified in its charter)
Israel | 2834 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
8 HaSatat St.
Modi’in
Israel 7178106
+972-8-9935000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Sam Backenroth
Chief Financial Officer
VBL, Inc.
1 Blue Hill Plaza, Suite 1509
Pearl River, NY 10965
+1-845-474-8411
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom, Esq. Marianne C. Sarrazin, Esq. Andrew H. Goodman, Esq. Tevia K. Pollard, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 | Yuval Horn, Adv. Shimrit Roznek, Adv. Horn & Co. – Law Offices Amot Investment Tower, 24th Floor 2 Weizmann Street Tel Aviv, Israel +972-3-637-8200 | Thomas Bock Chief Executive Officer Notable Labs, Inc. 320 Hatch Drive Foster City, CA 94404 (415) 851-2410 | Evan Kipperman, Esq. Michael Grundei, Esq. Elishama Rudolph, Esq. Wiggin and Dana LLP 281 Tresser Boulevard, 14th Floor Stamford, CT 06901 (203) 363-7600 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
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(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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13(e)-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Vascular Biogenics Ltd. is filing this Amendment No. 5 to its registration statement on Form S-4 (File No. 333-271826) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
The following exhibits are filed as part of this Registration Statement:
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* | Previously filed. |
** | To be filed by amendment. |
+ | Portions of this Exhibit (indicated with [****]) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed. |
++ | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
(b) Financial Statements
The financial statements filed with this registration statement on Form S-4 are set forth on the Financial Statement Index and is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Modi’in, country of Israel, on the 5th day of September, 2023.
VASCULAR BIOGENICS LTD. | ||
By: | /s/ Dror Harats | |
Dror Harats, M.D. | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Dror Harats Dror Harats, M.D. | Chief Executive Officer, and Director (Principal Executive Officer) | September 5, 2023 | ||
/s/ Sam Backenroth | Chief Financial Officer | September 5, 2023 | ||
Sam Backenroth | (Principal Accounting Officer) | |||
* | Chairman of the Board of Directors | September 5, 2023 | ||
Marc Kozin | ||||
* | Director | September 5, 2023 | ||
Ruth Alon, MBA | ||||
* | Director | September 5, 2023 | ||
Shmuel Ben Zvi, Ph.D. | ||||
* | Director | September 5, 2023 | ||
David Hastings | ||||
* | Director | September 5, 2023 | ||
Michael Rice |
* By: | /s/ Dror Harats | |
Name: | Dror Harats, M.D. | |
Title: | Attorney-in-fact |
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