S-8

As filed with the Securities and Exchange Commission on April 4, 2016

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VASCULAR BIOGENICS LTD.

(Exact Name of Registrant as Specified in its Charter)

Israel	Not applicable
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

6 Jonathan Netanyahu St.

Or Yehuda

Israel 60376

972-634-6450

(Address of Principal Executive Offices)

Employee Share Ownership and Option Plan (2014)

(Full Title of the Plans)

CT Corporation System

111 8^th Avenue

New York, New York 10011

(212) 894-8800

(Name and Address of Agent For Service)

Copies to:

Mitchell S. Bloom, Esq. Lawrence S. Wittenberg, Esq. Goodwin Procter LLP Exchange Place 53 State Street Boston, MA 02109 (617) 570-1000 Yuval Horn, Adv. Keren Kanir, Adv. Horn & Co., Law Offices Amot Investments Tower 2 Weizmann St., 24^th Floor Tel Aviv, Israel 6423902 972-3-637-8200

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary Shares, NIS 0.01 par value per share	620,824(3)	$3.30	$2,048,719.20	$206.31

1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional ordinary shares which become issuable under the 2014 Employee Share Ownership and Option Plan (the “2014 Plan”) by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding ordinary shares.

2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s ordinary shares, as quoted on the Nasdaq Global Market, on March 31, 2016.

3) Represents an automatic increase of 620,824 Ordinary Shares to the number of shares available for issuance under the 2014 Plan, effective January 1, 2016 as was further approved by the Board of Directors in its meeting dated March 17, 2016. The remainder of ordinary shares available for issuance under the 2014 Plan were previously registered on registration statement on Form S-8 filed with the Securities and Exchange Commission on March 3, 2015 (Registration No. 333-202463).

Explanatory Note

This Registration Statement on Form S-8 registers additional Ordinary Shares under the Registrant’s 2014 Employee Share Ownership and Option Plan (the “2014 Plan”). The aggregate number of Ordinary Shares reserved and available for issuance under the 2014 Plan is subject to an approved mechanism for annual increase each January 1, which began in January 2015, by an amount equal to four percent of the number of Ordinary Shares issued and outstanding on a fully diluted basis on the immediately preceding December 31 or such lesser number of Ordinary Shares as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2016, the number of Ordinary Shares reserved and available for issuance under the Plan increased by 620,824 as was further approved by our Board of Directors in its meeting held on March 17, 2016. This Registration Statement registers these additional 620,824 Ordinary Shares. The additional Ordinary Shares are of the same class as other securities relating to the 2014 Plan for which the Registrant’s registration statement filed on Form S-8 (Registration No. 333-202463) on March 3, 2015, is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-202463) is hereby incorporated by reference pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Or Yehuda, Israel, on this 4^th day of April, 2016.

Vascular Biogenics Ltd.
By:	/s/ Dror Harats
	Dror Harats
	Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Vascular Biogenics Ltd., hereby severally constitute and appoint Dror Harats and Amos Ron, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on this 4^th day of April, 2016.

Signatures	Title	Date
/s/    Dror Harats         Dror Harats	Chief Executive Officer and Director (Principal Executive Officer)	April 4, 2016
/s/    Bennett M. Shapiro         Bennett M. Shapiro	Non-Executive Director	April 4, 2016
/s/    Ruth Arnon         Ruth Arnon	Non-Executive Director	April 4, 2016

/s/    Jide J. Zeitlin         Jide J. Zeitlin	Non-Executive Director	April 4, 2016
/s/    Jecheskiel Gonczarowski         Jecheskiel Gonczarowski	Non-Executive Director	April 4, 2016
/s/    Dan J. Gelvan         Dan J. Gelvan	Non-Executive Director	April 4, 2016
/s/    Ruth Alon         Ruth Alon	Non-Executive Director	April 4, 2016
/s/    Ron Cohen         Ron Cohen	Non-Executive Director	April 4, 2016
/s/    Philip Serlin         Philip Serlin	Non-Executive Director	April 4, 2016
/s/    Amos Ron         Amos Ron	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 4, 2016

		Authorized Representative in the United States
/s/ Donald J. Puglisi		April 4, 2016
Name:	Donald J. Puglisi
Title:	Authorized Representative in the United States

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Articles of Association of the Registrant(1)
4.2	Memorandum of Association of the Registrant as amended(2)
4.3	Amendment to Memorandum of Association of the Registrant(3)
4.4	Employee Share Ownership and Option Plan (2014) of the Registrant, and form of Capital Gains Option Agreement thereunder(4)
5.1	Opinion of Horn & Co, Law Offices, Israeli legal counsel of the Registrant
23.1	Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, Independent Registered Public Accounting Firm
23.2	Consent of Horn & Co, Law Offices (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

(1) Filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form F-1 (File No. 333-196584), filed previously with the Commission on June 25, 2014 and incorporated by reference herein.

(2) Filed as Exhibit 3.3 to the Registrant’s Registration Statement on Form F-1 (File No. 333-196584), filed previously with the Commission on June 25, 2014 and incorporated by reference herein.

(3) Filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form F-1 (File No. 333-196584), filed previously with the Commission on June 25, 2014 and incorporated by reference herein.

(4) Filed as Exhibit 10.17 to the Registrant’s Registration Statement on Form F-1 (File No. 333-196584), filed previously with the Commission on June 25, 2014 and incorporated by reference herein.

EX-5.1

Exhibit 5.1

Tel-Aviv, April 4, 2016

Ref:

To:

Vascular Biogenics Ltd.

6 Jonathan Netanyahu St.

Or Yehuda, Israel 60376

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as Israeli counsel to Vascular Biogenics Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) covering up to an aggregate of 620,824 ordinary shares of the Company, par value 0.01 NIS per share (“Shares”) under the Company’s 2014 Employee Share Ownership and Option Plan (the “2014 Plan”)

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the 2014 Plan, the Registration Statement, the Company’s amended and restated Articles of Association (the “Articles”), and such other agreements, certificates, resolutions, minutes and other statements of corporate officers and other representatives of the Company and others and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion.

In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s committees, board of directors and shareholders which have been provided to us are true and accurate and have been properly prepared in accordance with the Articles and all applicable laws. In addition, we have assumed that the Company will duly approve any further future issuances of options and awards under the 2014 Plan, receive the full consideration for the Shares (which may consist, in part or in full, of services performed for the Company) and that the associated tax will be paid by or deducted at source.

Members of our firm are admitted to the Bar of the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and reserved for issuance and, when issued and paid for, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

Sincerely yours,

/s/ Horn & Co. – Law Offices

Horn & Co. - Law Offices

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 28, 2016, relating to the financial statements, which appears in Vascular Biogenics Ltd.’s Annual Report on Form 20-F (No. 001-36581) for the year ended December 31, 2015.

/s/ Kesselman & Kesselman

Kesselman & Kesselman

Certified Public Accountants (lsr.)

A member firm of PricewaterhouseCoopers International Limited

Tel Aviv, Israel

April 4, 2016