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
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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or other jurisdiction of incorporation) |
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File Number) |
(IRS
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Securities registered pursuant to Section 12(b) of the Act:
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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
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 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously reported, Vascular Biogenics Ltd. (“VBL”) received a letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) on August 31, 2022, indicating that Nasdaq had determined that VBL no longer met the minimum bid price requirement of Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”), as the minimum closing bid price for VBL’s ordinary shares was less than $1.00 for the previous 30 consecutive business days. The Notice provided that VBL may consider applying to transfer the listing of its ordinary shares to The Nasdaq Capital Market and following such transfer, under Nasdaq Listing Rule 5810(c)(3)(A)(ii), VBL may be eligible for an additional 180 calendar day compliance period.
Subsequently, on March 2, 2023, VBL transferred its listing to The Nasdaq Capital Market and was provided an additional 180 calendar day compliance period, or until August 28, 2023, to demonstrate compliance with Nasdaq Listing Rule 5550(a)(2).
On August 29, 2023, VBL was notified by Nasdaq that it had not regained compliance with the Minimum Bid Price Requirement. VBL previously submitted a hearing request before the Nasdaq Hearings Panel (the “Panel”) to stay the suspension of VBL’s ordinary shares pending the Panel’s conclusion of the hearing process. On October 9, 2023, the Panel issued its decision (the “Decision”) to grant VBL a temporary exception to regain compliance with Nasdaq Listing Rule 5550(a)(2). The Decision relies on VBL’s plan to regain compliance on the basis that completion of the pending merger transaction and reverse stock split, as described in VBL’s proxy statement/prospectus/information statement filed with the U.S. Securities and Exchange Commission on September 5, 2023, will enable the combined company following the merger transaction to meet the applicable Nasdaq initial listing requirements, including the Minimum Bid Price Requirement. The Decision requires that (i) VBL obtain shareholder approval for a reverse stock split at a ratio sufficient to demonstrate and maintain long term compliance with the Minimum Bid Requirement and (ii) VBL demonstrate compliance with the Minimum Bid Requirement for initial listing and satisfies all other requirements for initial listing on Nasdaq. While VBL expects to comply with each of these requirements, there can be no assurance that the combined company will meet Nasdaq’s initial listing requirements.
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: | October 10, 2023 | By: | /s/ Dror Harats |
| Name: | Dror Harats | ||
| Title: | Chief Executive Officer | ||
Cover |
Oct. 09, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 09, 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 | true |
| 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 |