S-8 1 d146975ds8.htm S-8 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 8th 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., 24th 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 4th 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 4th 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.