As filed with the U.S. Securities and Exchange Commission on September 5, 2023
Registration No. 333-271826
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
to
FORM
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| 2834 | Not Applicable | |||
| (State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Israel
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chief Financial Officer
VBL, Inc.
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom, Esq. Marianne C. Sarrazin, Esq. Andrew H. Goodman, Esq. Tevia K. Pollard, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 |
Yuval Horn, Adv. Shimrit Roznek, Adv. Horn & Co. – Law Offices Amot Investment Tower, 24th Floor 2 Weizmann Street Tel Aviv, Israel +972-3-637-8200 |
Thomas Bock Chief Executive Officer Notable Labs, Inc. 320 Hatch Drive Foster City, CA 94404 (415) 851-2410 |
Evan Kipperman, Esq. Michael Grundei, Esq. Elishama Rudolph, Esq. Wiggin and Dana LLP 281 Tresser Boulevard, 14th Floor Stamford, CT 06901 (203) 363-7600 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
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(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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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 7(a)(2)(B) of the Securities Act ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13(e)-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
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 of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
PART II
INFORMATION NOT REQUIRED IN PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
The following exhibits are filed as part of this Registration Statement:
| 2 |
| 3 |
| * | Previously filed. |
| ** | To be filed by amendment. |
| + | Portions of this Exhibit (indicated with [****]) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed. |
| ++ | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
(b) Financial Statements
The financial statements filed with this registration statement on Form S-4 are set forth on the Financial Statement Index and is incorporated herein by reference.
| 4 |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Modi’in, country of Israel, on the 5th day of September, 2023.
| VASCULAR BIOGENICS LTD. | ||
| By: | /s/ Dror Harats | |
| Dror Harats, M.D. | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ Dror Harats Dror Harats, M.D. |
Chief Executive Officer, and Director (Principal Executive Officer) |
September 5, 2023 | ||
| /s/ Sam Backenroth | Chief Financial Officer | September 5, 2023 | ||
| Sam Backenroth | (Principal Accounting Officer) | |||
| * | Chairman of the Board of Directors | September 5, 2023 | ||
| Marc Kozin | ||||
| * | Director | September 5, 2023 | ||
| Ruth Alon, MBA | ||||
| * | Director | September 5, 2023 | ||
| Shmuel Ben Zvi, Ph.D. | ||||
| * | Director | September 5, 2023 | ||
| David Hastings | ||||
| * | Director | September 5, 2023 | ||
| Michael Rice |
| * By: | /s/ Dror Harats | |
| Name: | Dror Harats, M.D. | |
| Title: | Attorney-in-fact |
| 5 |
Exhibit 5.1
Yuval Horn, Keren Kanir*, Roy Ribon, Paz Abercohen, Shimrit Roznek, Yonatan Levinstein,
Assaf Unger, Uri Dotan, Danielle Wassner, Yael Bar Hillel*, Victoria Zilberman,
Tal Gazanda, Shira Brami, Shiran Glantz, Revital Guttman, Ana Eiskov, Tal Belkin
* Also admitted in New York
Tel-Aviv, September 5, 2023
Ref: 6066/60
To:
Vascular Biogenics Ltd.
8 HaSatat St.
Modi’in, Israel 7178106
Ladies and Gentlemen:
Re: Form S-4
We have acted as Israeli counsel for Vascular Biogenics Ltd., an Israeli company (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-4 (Registration No. 333-271826) (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by the Company of approximately 249,041,467 ordinary shares of the Company, NIS 0.01 par value per share (the “Shares”). The Shares are being issued to the stockholders of Notable Labs, Inc., a Delaware corporation (“Notable”) pursuant to the merger contemplated by the Agreement and Plan of Merger, dated February 22, 2023, by and among the Company, Vibrant Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Notable (as may be amended and/or restated from time to time, the “Merger Agreement”).
In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration; (ii) a copy of the memorandum of association and the articles of association of the Company, as currently in effect; (iii) resolutions of the board of directors (the “Board”) which have heretofore been approved and, in each case, which relate to the Registration Statement and other actions to be taken in connection with the Merger Agreement (the “Resolutions”); and (iv) 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 as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.
In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all photocopies, conformed copies, email or facsimiles submitted to us, the genuineness of all signatures and the legal capacity and due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate, and we have assumed the truth of all facts communicated to us by the Company, and have assumed that all actions by written consents, minutes and protocols of meetings of the Board which have been provided to us are true and accurate.
| 2 |
In connection herewith, we have assumed that, other than with respect to the Company, all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.
This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing, in reliance thereon and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein and the effectiveness of the Registration Statement under the Securities Act, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery in exchange for the outstanding shares of capital stock of Notable, in accordance with the terms of the Merger Agreement the Shares will be legally and validly issued, fully paid and non-assessable.
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any jurisdiction, court or administrative agency other than those of the State of Israel.
We hereby consent to the use 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 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 Securities Act, the rules and regulations of the SEC promulgated thereunder, or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.
| Sincerely yours, | |
| /s/ Horn & Co. - Law Offices | |
| Horn & Co. - Law Offices |