Securities Registration: Employee Benefit Plan (s-8)
February 26 2018 - 5:09PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 26, 2018
Registration
No. 333-
UNITED
STATES
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)
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Israel
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Not
applicable
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(State
or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S.
Employer
Identification No.)
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8
HaSatat St.
Modi’in
Israel
7178106
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:
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Mitchell
S. Bloom, Esq.
Lawrence S. Wittenberg, Esq.
Goodwin Procter LLP
100
Northern Ave
Boston,
MA 02210
(617) 570-1055
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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
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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”, “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated
filer
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[ ]
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Accelerated
filer
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[X]
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Non-accelerated
filer
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[ ]
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Smaller
reporting company
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[ ]
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Emerging
growth company
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[X]
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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 7(a)(2)(B) of the Securities Act
[X]
CALCULATION
OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
per Share (2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Ordinary Shares, NIS 0.01 par value per share
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1,402,395 (3)
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$
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6.70
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$
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9,396,046.5
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$
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1,170
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1)
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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.
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2)
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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 February 22, 2018.
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3)
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Represents
an automatic increase of 1,402,395 Ordinary Shares to the number of shares available for issuance under the 2014 Plan, effective
January 1, 2018 as was further approved by the Board of Directors in its meeting held on January 2, 2018. The remainder of
ordinary shares available for issuance under the 2014 Plan were previously registered on registration statements on Form S-8
filed with the Securities and Exchange Commission on August 14, 2017 (Registration No. 333- 219969), Form S-8 (Registration
No. 333-210583) on April 4, 2016 and Form S-8 filed with the Securities and Exchange Commission on March 3, 2015 (Registration
No. 333-202463).
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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, 2018, the number of Ordinary Shares reserved and available for issuance under the Plan increased by 1,402,395 as
was further approved by our Board of Directors in its meeting held on January 2, 2018. This Registration Statement registers these
additional 1,402,395 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. 333-219969) on August 14,
2017, Form S-8 (Registration No. 333-210583) on April 4, 2016 and 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. 333-219969),
Form S-8 (Registration No. 333-210583) and 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 26th day of February, 2018.
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Vascular
Biogenics Ltd.
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By:
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/s/Dror
Harats
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Dror
Harats
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Chief
Executive Officer
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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 31st day of January, 2018.
Signatures
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Title
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Date
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/s/ Dror Harats
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Chief Executive Officer and Director
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February 26, 2018
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Dror Harats
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(Principal Executive Officer)
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/s/ Bennett M. Shapiro
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Non-Executive Director
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February 26, 2018
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Bennett M. Shapiro
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/s/ Ruth Arnon
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Non-Executive Director
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February 26, 2018
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Ruth Arnon
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/s/ Jecheskiel Gonczarowski
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Non-Executive Director
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February 26, 2018
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Jecheskiel Gonczarowski
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/s/ Ruth Alon
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Non-Executive Director
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February 26, 2018
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Ruth Alon
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/s/ Ron Cohen
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Non-Executive Director
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February 26, 2018
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Ron Cohen
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/s/ Philip Serlin
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Non-Executive Director
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February 26, 2018
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Philip Serlin
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/s/ Susan L. Kelley
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Non-Executive Director
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February 26, 2018
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Susan L. Kelley
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/s/ David Hastings
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Non-Executive Director
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February 26, 2018
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David Hastings
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/s/ Amos Ron
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Chief Financial Officer
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February 26, 2018
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Amos Ron
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(Principal Financial Officer and Principal Accounting Officer)
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Authorized
Representative in the United
States
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/s/Donald
J. Puglisi
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Name:
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Donald
J. Puglisi
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Title:
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Authorized
Representative in the United States
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EXHIBIT
INDEX
(1)
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Filed
as Exhibit 3.2 to the Registrants Registration Statement on Form F-1 (File No. 333-196584), filed previously with the
Commission on June 25, 2014 and incorporated by reference herein.
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(2)
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Filed
as Exhibit 3.3 to the Registrants Registration Statement on Form F-1 (File No. 333-196584), filed previously with the
Commission on June 25, 2014 and incorporated by reference herein.
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(3)
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Filed
as Exhibit 3.4 to the Registrants Registration Statement on Form F-1 (File No. 333-196584), filed previously with the
Commission on June 25, 2014 and incorporated by reference herein.
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(4)
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Filed
as Exhibit 10.17 to the Registrants Registration Statement on Form F-1 (File No. 333-196584), filed previously with
the Commission on June 25, 2014 and incorporated by reference herein.
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