UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
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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 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On February 15, 2023, Vascular Biogenics Ltd. (“VBL”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) providing for the sale of its Modi’in, Israel manufacturing facility along with certain tangible assets and equipment located therein (the “Asset Sale”) for $7.1 million in cash. VBL also has the right to sell certain equipment excluded from the Purchase Agreement for additional cash consideration. The Asset Sale is subject to customary closing conditions as provided in the Purchase Agreement and expected to close on or about March 9, 2023.
VBL intends to file a copy of the Purchase Agreement as an exhibit to its next periodic report filed under the Securities Exchange Act of 1934, as amended.
Cautionary Statement Regarding Forward Looking Statements
This Current Report on Form 8-K and any exhibits furnished or filed herewith contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the proposed Asset Sale, including expectations regarding net cash proceeds therefrom; and other statements that are not historical fact. All statements other than statements of historical fact contained in this Current Report on Form 8-K and any exhibits are forward-looking statements. These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond VBL’s control. VBL’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to risks related to the closing of the proposed Asset Sale, among others. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in VBL’s Annual Report on Form 20-F for the year ended December 31, 2021 filed with the SEC, and in other filings that VBL makes and will make with the SEC You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. VBL expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
SIGNATURES
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 hereunto duly authorized.
| VASCULAR BIOGENICS LTD. | |||
| Date: | February 16, 2023 | By: | /s/ Dror Harats |
| Name: | Dror Harats | ||
| Title: | Chief Executive Officer | ||
Cover |
Feb. 15, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 15, 2023 |
| Entity File Number | 001-36581 |
| Entity Registrant Name | vascular biogenics ltd. |
| Entity Central Index Key | 0001603207 |
| Entity Incorporation, State or Country Code | L3 |
| Entity Address, Address Line One | 8 HaSatat St. |
| Entity Address, City or Town | Modi’in |
| Entity Address, Country | IL |
| Entity Address, Postal Zip Code | 7178106 |
| City Area Code | 972 |
| Local Phone Number | 8-9935000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Ordinary Shares, par value NIS 0.01 each |
| Trading Symbol | VBLT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |