F-1/A

As filed with the Securities and Exchange Commission on April 30, 2015

Registration No. 333-201283

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4

to

FORM F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 BiondVax Pharmaceuticals Ltd.

(Exact name of Registrant as specified in its charter)

State of Israel	2836	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. employer identification number)

14 Einstein Street
Nes Ziona, Israel 74036
(+972) (8) 930-2529
(+972) (8) 930-2531 (facsimile)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware
(302) 738-6680
(302) 738-7210 (facsimile)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Ilan Gerzi, Adv.
Tammy Zoppo, Esq.
Pearl Cohen Zedek Latzer Baratz
One Azrieli Center,
Round Tower, 18^th Floor
Tel-Aviv 6702101, Israel
+972 (3) 607-3777
+972 (3) 607-3778
(facsimile) David Gitlin, Esq.
Greenberg Traurig, P.A.
2700 Two Commerce Square
2001 Market Street
Philadelphia, PA 19103
(215)-988-7850
(215)-717-5202
(facsimile) Victor F. Semah, Esq.
Greenberg Traurig, P.A.
333 Southeast 2^nd Avenue
Miami, FL 33131
(305) 579-0500
(305) 579-0717
(facsimile) Gregory Sichenzia, Esq.
Gary Emmanuel, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Friedman
Ference LLP
61 Broadway
New York, NY 10006
(212) 930 9700
(212) 930-9725
(facsimile) Ronen Kantor, Esq.
Kantor & Co.
12 Abba Hillel Silver Rd.
Ramat Gan, Israel 52506
(+972) (3) 613-3371
(+972) (3) 613-3372
(facsimile)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory NOTE

This Amendment is filed solely to file Exhibits 5.1, 5.2, 23.2 and 23.3 and to reflect such filings in the Index to Exhibits. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 6, 7, or 9 of Part II of the Registration Statement.

Item 8.    Exhibits and Financial Statement Schedules.

(a) The Exhibit Index is hereby incorporated herein by reference.

(b) Financial Statement Schedules.

All financial statement schedules have been omitted because either they are not required, are not applicable or the information required therein is otherwise set forth in the Registrant's consolidated financial statements and related notes thereto. 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nes Ziona, State of Israel on April 30, 2015. 

BiondVax Pharmaceuticals Ltd.
By:	/s/ Ron Babecoff
	Name: Ron Babecoff
	Title:   Chief Executive Officer
By:	/s/ Uri Ben Or
	Name: Uri Ben Or
	Title:   Chief Financial Officer

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on April 30, 2015, in the capacities indicated:

Name	Title	Date
/s/ Ron Babecoff	Chief Executive Officer and Director	April 30, 2015
Ron Babecoff	(Principal Executive Officer)
/s/ Uri Ben Or	Chief Financial Officer	April 30, 2015
Uri Ben Or	(Principal Financial Officer & Principal Accounting Officer)
*	Chief Scientific Officer	April 30, 2015
Tamar Ben Yedidia	(Principal Scientific Officer)
*	Chairman of the Board	April 30, 2015
Avner Rotman
*	Director	April 30, 2015
Rami Epstein
*	Director	April 30, 2015
Moshe Many
*	Director	April 30, 2015
George H. Lowell
*	Director	April 30, 2015
Jack Rosen
*	Director	April 30, 2015
Irit Ben Ami
*	Director	April 30, 2015
Liora Katzenstein
* By: Ron Babecoff
Ron Babecoff Attorney-in-fact

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AUTHORIZED REPRESENTATIVE

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of BiondVax Pharmaceuticals Ltd. has signed this registration statement in the city of Newark, the State of Delaware, on April 30, 2015.

Puglisi & Associates
By:	/s/ Donald J. Puglisi
Name:	Donald J. Puglisi, Managing Director
Title:	Authorized Representative

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
1.1†	Form of Underwriting Agreement.
3.1*	Articles of Association of BiondVax Pharmaceuticals Ltd. (unofficial English translation from Hebrew original).
4.1**	Form of Deposit Agreement between BiondVax Pharmaceuticals Ltd., The Bank of New York Mellon as Depositary, and owners and holders from time to time of ADSs issued thereunder.
4.2**	Specimen American Depositary Receipt (included in Exhibit 4.1).
4.3*	Specimen Certificate for Ordinary Shares.
4.4**	Form of Representative ADS Purchase Warrant (included in Exhibit 1.1).
4.5†	Form of ADS Warrant Agent Agreement (included in Exhibit 1.1)
5.1	Opinion of Pearl Cohen Zedek Latzer Baratz, Israeli counsel to BiondVax Pharmaceuticals Ltd., (including consent).
5.2	Opinion of Pearl Cohen Zedek Latzer Baratz, LLP to BiondVax Pharmaceuticals Ltd., (including consent).
10.1*	License Agreement, entered  into on March 16, 2005  and effective as of  July 31, 2003, by and between Yeda of the Weizman Institute and BiondVax Pharmaceuticals Ltd.
10.2*	Reverse Equity Pricing Agreement dated November 13, 2013, by and between YA Global Investments L.P. and BiondVax Pharmaceuticals Ltd.
10.3*	Consortium Agreement effective as of October 1, 2013, between Rijksuniversiteit Groningen,  Department of Pharmacoepidemiology & Pharmacoeconomics, Academisch Ziekenhuis Groningen, Department of Medical Microbiology, Molecular Virology Section, Academisch Ziekenhuis Groningen, Trial Coordination Center, PepTcell Ltd,  United Kingdom, BiondVax Pharmaceuticals Ltd, Nes Ziona, Retroscreen Virology LtD., Medicines and Healthcare products Regulatory Agency, Statens Serum Institut, SSI-Adjuvant, Statens Serum Institut, SSI-DNA Vac, Copenhagen, Országos Epidemiológiai Központ, NASJONALT FOLKEHELSEINSTITUTT, Div. Infectious Disease Control, Robert Koch Institute RKI, Goeteborgs Universitet, Mucosal Immunobiology and Vaccine Centre, and Isconova AB.
10.4*	BiondVax Pharmaceuticals Ltd. 2005 Israeli Share Option Plan.
10.5*	Management Services Agreement dated April 1, 2007, between BiondVax Pharmaceuticals Ltd. and Ron Executive Ltd., together with the amendment thereto dated May 20, 2012.
10.6*	Employment Agreement dated March 15, 2005, between BiondVax Pharmaceuticals Ltd. and Dr. Tamar Ben Yedidia.
10.7*	Service Agreement dated June 20, 2007, between BiondVax Pharmaceuticals Ltd., CFO Direct and Uri Ben Or.
10.8*	Form of negotiable Option (unofficial English translation from Hebrew original).
10.9*	Form of Indemnification Letter (unofficial English translation from Hebrew original).
10.10*	Summary of the Lease Agreement dated November 1, 2005, together with the addendums thereto dated November 27, 2009, August 18, 2010, July 3, 2011 and January 2012 (unofficial English translation from Hebrew original).
10.11*	Addendum to Employment Agreement dated April 1, 2012, between BiondVax Pharmaceuticals Ltd. and Dr. Tamar Ben Yedidia.

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Exhibit No.	Exhibit Description
10.12*	Addendum to Service Agreement dated August 31, 2014, between BiondVax Pharmaceuticals Ltd., CFO Direct and Uri Ben Or.
10.13*	Employment Agreement dated August 31, 2014, between BiondVax Pharmaceuticals Ltd. and Uri Ben Or.
10.15*	Letter of appointment of Prof. Michel Revel to BiondVax Pharmaceuticals Ltd.’s Scientific Advisory Board dated February 14, 2005.
10.16*	Letter of appointment of Prof. Ruth Arnon to BiondVax Pharmaceuticals Ltd.’s Scientific Advisory Board dated February 7, 2005, together with the amendment thereto dated December 29, 2005.
10.17**	Summary of 2015 addendum to the Lease Agreement dated November 1, 2005, as amended (unofficial English translation from Hebrew original).
10.18**	Form of indemnification and exculpation agreement to directors and office holders approved by the general shareholders meeting on March 1, 2015.
23.1†	Consent of Kost Forer Gabbay & Kasierer, Certified Public Accountant (Isr.), a member of Ernst & Young Israel.
23.2	Consent of Pearl Cohen Zedek Latzer Baratz, Israeli counsel to BiondVax Pharmaceuticals Ltd., (included in Exhibit 5.1).
23.3	Consent of Pearl Cohen Zedek Latzer Baratz, counsel to BiondVax Pharmaceuticals Ltd., (included in Exhibit 5.2).
24.1*	Power of Attorney (included on the signature pages of the registration statement on Form F-1 filed with the SEC on December 29, 2014).

*	Previously filed as an exhibit to the Registration Statement on Form F-1 filed with the SEC on December 29, 2014, which exhibit is incorporated herein by reference.
**	Previously filed as an exhibit to Amendment No. 1 to the Registration Statement on Form F-1 filed with the SEC on April 6, 2015, which exhibit is incorporated herein by reference.
†	Previously filed as an exhibit to Amendment No. 3 to the Registration Statement on Form F-1 filed with the SEC on April 28, 2015, which exhibit is incorporated herein by reference.

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EX-5.1

Exhibit 5.1

	Pearl Cohen Zedek Latzer Baratz
Advocates, Patent Attorneys & Notaries

April 30, 2015

To:

BiondVax Pharmaceuticals Ltd.

14 Einstein Street

Nes Ziona, Israel, 74036

Re: Registration Statement on Form F-1

Ladies and Gentlemen,

We have acted as Israeli counsel for BiondVax Pharmaceuticals Ltd., an Israeli company (the "Company"), in connection with the underwritten initial public offering (the "Offering") by the Company of up to an aggregate of 1,400,000 American Depository Shares (the "ADSs"), each representing 40 ordinary shares of the Company, par value NIS 0.0000001 per share (the "Ordinary Shares"), 210,000 ADSs issuable upon exercise of the underwriter's over allotment option, warrants to purchase 1,400,000 ADSs (the “Warrants”), warrants to purchase up to 210,000 ADSs issuable upon exercise of the underwriter's overallotment option at a per ADS exercise price equal to 150% of the Offering price of the ADS, the Ordinary shares underlying the American Depositary Shares issuable upon exercise of the Warrants and 70,000 warrants to purchase 70,000 ADSs issued to the underwriter of this Offering at a per share exercise price equal to 125% of the Offering price of the ADS (the "Underwriter's Warrant"). This opinion is rendered pursuant to Item 8(a) of Form F-1 of the Unites States Securities and Exchange Commission (the "SEC") and Item 601(b)(5) of the SEC's Regulation S-K under the United States Securities Act of 1933, as amended (the "Act").

In connection herewith, we have examined the originals, photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the registration statement on Form F-1 (File No. 333-201283), filed by the Company with the SEC and to which this opinion is attached as an exhibit (the "Registration Statement"); (ii) copies of the articles of association of the Company, as currently in effect; (iii) Form of Underwriter's Warrant attached as Exhibit 4.4 to the Registration Statement; (iv) Form of Warrant Agency Agreement; (v) resolutions of the audit committee, compensation committee and board of directors of the Company as provided by the Company which relate to the Registration Statement and the actions to be taken in connection with the Offering; and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to originals documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Azrieli Center, Round Tower, 18th Floor | Tel-Aviv, 67021 Israel | Office: 972-3-607-3777 | Fax: 972-3-607-3778

Tel Aviv – Herzliya – Haifa – New York – Boston – London

	Pearl Cohen Zedek Latzer Baratz
Advocates, Patent Attorneys & Notaries

Based upon and subject to the foregoing, we are of the opinion that subject to the approval by Board of the Offering, when issued, sold and paid for in the Offering in the manner described in the Registration Statement, each of the Ordinary Shares underlying the Offered ADS, Warrants and the Underwriter’s Warrant will be validly issued, fully paid and non-assessable.

We are members of the Bar of the State of Israel and we do not express any opinion as to the laws of any other jurisdiction other than those of the State of Israel.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption "Legal Matters" and "Enforcement of Foreign Judgments" in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC.

Very truly yours,

/s/ Pearl Cohen Zedek Latzer Baratz

Pearl Cohen Zedek Latzer Baratz

Attorneys, Patent Attorneys and Notaries

Azrieli Center, Round Tower, 18th Floor | Tel-Aviv, 67021 Israel | Office: 972-3-607-3777 | Fax: 972-3-607-3778

Tel Aviv – Herzliya – Haifa – New York – Boston – London

EX-5.2

 Exhibit 5.2

Pearl Cohen Zedek Latzer Baratz LLP  

April 30, 2015

To:

BiondVax Pharmaceuticals Ltd.

14 Einstein Street

Nes Ziona, Israel, 74036

Re: Registration Statement on Form F-1

Ladies and Gentlemen,

We have acted as counsel for BiondVax Pharmaceuticals Ltd., an Israeli company (the "Company"), in connection with the underwritten initial public offering (the "Offering") by the Company of up to an aggregate of 1,400,000 American Depository Shares (the "ADSs"), each representing 40 ordinary shares of the Company, par value NIS 0.0000001 per share (the "Ordinary Shares"), 210,000 ADSs issuable upon exercise of the underwriter's overallotment option, warrants to purchase 1,400,000 ADSs (the “Warrants”), warrants to purchase up to 210,000 issuable ADSs upon exercise of the underwriter's overallotment option at a per ADS exercise price equal to 150% of the Offering price of the ADS, the Ordinary shares underlying the American Depositary Shares issuable upon exercise of the Warrants and 70,000 warrants to purchase 70,000 ADSs issued to the underwriter of this Offering at a per share exercise price equal to 125% of the Offering price of the ADS (the "Underwriter's Warrant").

In connection herewith, we have examined the originals, photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the registration statement on Form F-1 (File No. 333-201283), filed by the Company with the SEC and to which this opinion is attached as an exhibit (the "Registration Statement"); (ii) copies of the articles of association of the Company, as currently in effect; (iii) Form of Underwriter’s Warrant and attached as Exhibit 4.4 to the Registration Statement, (iii) Form of ADS Warrant Agent Agreement attached as Exhibit 4.5 to the Registration Statement; (v) resolutions of the audit committee, compensation committee and board of directors of the Company as provided by the Company which relate to the Registration Statement and the actions to be taken in connection with the Offering; and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to originals documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company

New York 1500 Broadway, New York, New York 10036 USA | Phone: 646-878-0800 | Fax: 646-878-0801

Pearl Cohen Zedek Latzer Baratz LLP  

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

Based upon and subject to the foregoing, we are of the opinion that, with respect to the Warrants, when issued and sold by the Company in the manner and for the consideration set forth in the Registration Statement and the related prospectus, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with its terms under the laws of the State of New York.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption "Legal Matters" in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC.

Very truly yours,

/s/ Pearl Cohen Zedek Latzer Baratz LLP

Pearl Cohen Zedek Latzer Baratz LLP

New York 1500 Broadway, New York, New York 10036 USA | Phone: 646-878-0800 | Fax: 646-878-0801