United States securities and exchange commission logo
August 9, 2023
Sam Backenroth
Chief Financial Officer
Vascular Biogenics Ltd.
1 Blue Hill Plaza , Suite 1509
Pearl River, NY 10965
Re: Vascular Biogenics
Ltd.
Amendment No. 2 to
Registration Statement on Form S-4
Filed July 26, 2023
File No. 333-271826
Dear Sam Backenroth:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
19, 2023 letter.
Amendment No. 2 to Form S-4 filed July 26, 2023
Q: What are the material U.S. federal income tax consequences of the
Merger to U.S. Holders of
VBL?, page vi
1. With reference to the
disclosure at the bottom of page 167 and on 165, please revise the
Q&A to highlight that a
U.S. Holder that is not a 10% Shareholder and who, at the end of
the day immediately
preceding the Merger, beneficially owns (actually or constructively)
VBL Securities with a
fair market value of less than $50,000 generally should not be
required to recognize
any gain or loss under Section 367(b) of the Code in connection
with the Merger or to
include any part of the all earnings and profits amount in income.
Sam Backenroth
FirstName LastNameSam
Vascular Biogenics Ltd. Backenroth
Comapany
August NameVascular Biogenics Ltd.
9, 2023
August
Page 2 9, 2023 Page 2
FirstName LastName
Background of the Merger, page 101
2. We note your revisions in response to prior comment 6 and refer to the
June 20-June 28
entry on page 113. With regards to changes between the VB-601 Initial
Offer and the VB-
601 Offer, please revise to clarify which party sought the revised
terms and the reason(s)
they did so. With regards to the July 25, 2023 amendment, identify
material terms, if any,
that changed as a result of these negotiations and, if applicable,
explain which party
sought the revised term(s) and the reason(s) they did so.
Related Party Transaction, page 163
3. Your response to prior Comment 5 indicates that Proposal 10 is a
non-binding advisory
vote; however, the disclosure on page viii and the Term Sheet appear
to indicate that the
VB-601 Asset Sale is subject to the separate approval of the VBL
shareholders at
the special meeting. Please advise and/or revise the disclosure.
U.S. Federal Income Taxation of U.S. Holders of VBL Securities, page 166
4. Please revise the disclosure at the top of page 166 to clarify that
the disclosure under the
heading U.S. Federal Income Taxation of U.S. Holders of VBL
Securities is covered by
the tax opinion of counsel.
5. We refer to your revised disclosures and response to prior comment 8.
Please have
counsel revise its tax opinion to explain whether VBL was a PFIC in
prior tax years. Also,
provide us a detailed analysis explaining whether there is material
uncertainty concerning
VBL s PFIC status for the current tax year. With reference to the
pro forma financials
presented on pages 252-254, it appears that VBL will have minimal
assets and possibly no
revenues for the current taxable year. As such, it is unclear why
there is material
uncertainty. If applicable, discuss the magnitude of the change in the
value of VBL s
securities that would have to occur between now and closing to trigger
a change in PFIC
status. Please note that assumptions and qualifications consistent
with the proposed
transaction are permissible. As such, we would not object to a tax
opinion qualified on the
closing of the VB-601 Asset Sale prior to the closing of the Merger.
For guidance
concerning assumptions and qualifications in tax opinions, refer to
Staff Legal Bulletin
No. 19 (Oct. 14, 2011).
Sam Backenroth
FirstName LastNameSam
Vascular Biogenics Ltd. Backenroth
Comapany
August NameVascular Biogenics Ltd.
9, 2023
August
Page 3 9, 2023 Page 3
FirstName LastName
U.S. Federal Income Taxation of U.S. Holders of Notable Securities, page 170
6. Please revise the disclosure under the heading, and have counsel
revise the Exhibit 8.1 tax
opinion, to clarify that this disclosure is covered by the tax
opinion.
Unaudited Pro Forma Condensed Combined Financial Information
Notable Pre-Closing Financing, page 257
7. We note your response to our prior comment 14 and the revisions made
to disclose the
components of the pre-closing financing shares. Please further revise
to disclose the key
terms for the pre-closing financing, including terms that would
support these share
balances, as well as those that would have a continuing impact post
merger. In particular,
please reference how the 66,384,781 VBL Ordinary shares related to
gross up shares and
the 94,145,721 VBL Ordinary Shares related to incentive shares were
determined.
You may contact Li Xiao at 202-551-4391 or Vanessa Robertson at
202-551-3649 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Marianne Sarrazin