Securities Registration: Employee Benefit Plan (s-8)
17 Abril 2023 - 3:52PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 17, 2023
Registration
No. ______________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BiondVax
Pharmaceuticals Ltd.
(Exact
name of registrant as specified in its charter)
State
of Israel |
|
Not
Applicable |
(State
or other jurisdiction of |
|
(I.R.S.
Employer Identification No.) |
incorporation
or organization) |
|
|
BiondVax
Pharmaceuticals Ltd.
Jerusalem
BioPark, 2nd Floor
Hadassah
Ein Kerem Campus
Jerusalem,
Israel
Tel:
+972-8-930-2529
Fax:
+972-8-930-2531
(Address
of Principal Executive Offices)
The
2018 Israeli Share Option Plan
(Full
title of the plan)
Puglisi
& Associates
850
Library Avenue, Suite 204
Newark,
Delaware
(Name
and address of agent for service)
+1
(302) 738-6680
(Telephone
number, including area code, of agent for service)
Copies
to:
Perry
Wildes
Tamar
Shamir
Goldfarb
Gross Seligman & Co.
One
Azrieli Center
Tel
Aviv 6701101, Israel
+972
(3) 607-4444
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an 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 ☐ |
Non-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. ☐
STATEMENT
PURSUANT TO GENERAL INSTRUCTION E
OF
FORM S-8
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 (this “Registration Statement”) registers an additional 654,261,280 ordinary shares,
no par value, deposited as American Depositary Shares represented by American Depositary Receipts, of BiondVax Pharmaceuticals Ltd..
(the “Company”), which may be issued under the Company’s 2018 Israeli Share Option Plan (the
“Plan”).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1. |
PLAN
INFORMATION.* |
ITEM
2. |
REGISTRANT
INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. * |
* | Information
required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended, or the Securities Act, and the Introductory Note to Part I of Form S-8. |
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. |
INCORPORATION
OF DOCUMENTS BY REFERENCE |
The
following documents filed with or furnished to the Securities and Exchange Commission (the “Commission”) by BiondVax
Pharmaceuticals Ltd., a company organized under the laws of Israel (the “Company” or the “Registrant”),
are incorporated herein by reference and made a part hereof:
|
(a) |
the
Company’s Annual Report for the year ended December 31, 2022 on Form 10-K filed with the Commission on April 17, 2023; |
|
(c) |
the description
of the Company’s American Depositary Shares, each representing forty (400) ordinary shares, no par value, included in the registration
statement on Form 8-A filed on
April 20, 2015 (File No. 001-37353) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including any amendment or report filed for the purpose of updating such description. |
All
documents or reports subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and to the
extent designated therein, certain reports on Form 6-K, furnished by the Company, after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all
securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents or reports. Any statement in a document or report incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed document or report which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM
4. |
DESCRIPTION
OF SECURITIES |
Not
applicable.
ITEM
5. |
INTERESTS
OF NAMED EXPERTS AND COUNSEL |
Not
applicable.
ITEM
6. |
INDEMNIFICATION
OF DIRECTORS AND OFFICERS |
Under
the Israeli Companies Law, 5759-1999, or the Israeli Companies Law, a company may not exculpate an office holder from liability for a
breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or
in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation
is included in its articles of association. Our amended and restated articles of association include such a provision. The company
may not exculpate in advance a director from liability arising from a breach of his or her duty of care in connection with a prohibited
dividend or distribution to shareholders.
As
permitted under the Israeli Companies Law, our amended and restated articles of association provide that we may indemnify an office holder
in respect of the following liabilities, payments and expenses incurred for acts performed by him or her as an office holder, either
in advance of an event or following an event:
|
● |
a
monetary liability incurred by or imposed on the office holder in favor of another person pursuant to a court judgment, including
pursuant to a settlement confirmed as judgment or arbitrator’s decision approved by a competent court. However, if an undertaking
to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to
events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking
to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances,
and such undertaking shall detail the abovementioned foreseen events and amount or criteria; |
|
● |
reasonable
litigation expenses, including reasonable attorneys’ fees, which were incurred by the office holder as a result of an investigation
or proceeding filed against the office holder by an authority authorized to conduct such investigation or proceeding, provided that
such investigation or proceeding was (i) concluded without the filing of an indictment against such office holder and without the
imposition on him of any monetary obligation in lieu of a criminal proceeding, (ii) concluded without the filing of an indictment
against the office holder but with the imposition of a monetary obligation on the office holder in lieu of criminal proceedings for
an offense that does not require proof of criminal intent, or (iii) in connection with a monetary sanction; |
|
● |
reasonable
litigation expenses, including attorneys’ fees, incurred by the office holder or which were imposed on the office holder by
a court (i) in a proceeding instituted against him or her by the company, on its behalf, or by a third party, (ii) in connection
with criminal indictment of which the office holder was acquitted, or (iii) in a criminal indictment of which the office holder was
convicted of an offense that does not require proof of criminal intent; |
|
● |
expenses
he or she incurs as a result of administrative proceedings that may be instituted against him or her under Israeli securities laws,
if applicable, and payments made to injured persons under specific circumstances thereunder; and |
|
● |
any
other matter in respect of which it is permitted or will be permitted under applicable law to indemnify an office holder in the company. |
As permitted under the Israeli
Companies Law, our amended and restated articles of association provide that we may insure an office holder against the following liabilities
incurred for acts performed by him or her as an office holder:
|
● |
a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; |
|
● |
a breach of duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder; |
|
● |
a monetary liability imposed on the office holder in favor of a third party; |
|
● |
expenses he or she incurs as a result of administrative proceedings that may be instituted against him or her under the Israeli securities laws if applicable, and payments made to injured persons under specific circumstances thereunder; and |
|
● |
any other matter in respect of which it is permitted or will be permitted under applicable law to insure the liability of an office holder in the company. |
Under the Israeli Companies
Law, a company may not indemnify, exculpate or insure an office holder against any of the following:
|
● |
a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
|
● |
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
|
● |
an act or omission committed with intent to derive illegal personal benefit; or |
|
● |
a fine or forfeit levied against the office holder. |
Under the Israeli Companies
Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee and the board of directors
and, with respect to directors or controlling shareholders, their relatives and third parties in which controlling shareholders have a
personal interest, also by the shareholders.
Our articles of association
permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by law. The Company
has obtained directors’ and officers’ liability insurance for the benefit of its office holders and intends to continue to
maintain such coverage and pay all premiums thereunder up to to the fullest extent permitted by the Israeli Companies Law.
In addition, we have entered
into agreements with each of our directors and executive officers exculpating them, to the fullest extent permitted by law and our articles
of association, and undertaking to indemnify them to the fullest extent permitted by law and our articles of association. This indemnification
is limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according to criteria
determined by the board of directors as reasonable under the circumstances. The maximum indemnification amount set forth in such agreements
is limited to an amount which shall not exceed 25% of our net assets based on our most recently audited or reviewed financial statements
prior to actual payment of the indemnification amount. Such maximum amount is in addition to any amount paid (if paid) under insurance
and/or by a third-party pursuant to an indemnification arrangement. In the opinion of the SEC, indemnification of directors and office
holders for liabilities arising under the Securities Act of 1933, however, is against public policy and therefore unenforceable.
ITEM 7. | EXEMPTION
FROM REGISTRATION CLAIMED |
Not
applicable.
See
Exhibit Index following the signature page.
|
(a) |
The undersigned Registrant hereby undertakes: |
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
(i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act; |
|
(ii) |
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and |
|
(iii) |
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement;
|
(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
|
(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
EXHIBIT INDEX
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 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 Jerusalem, State of Israel, on this 17th day of April, 2023.
|
BiondVax Pharmaceuticals Ltd. |
|
|
|
|
By: |
/s/ Amir Reichman |
|
|
Amir Reichman |
|
|
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS,
that each individual whose signature appears below constitutes and appoints Amir Reichman and Uri Ben Or, and each of them, his true and
lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign this registration statement and any and all future amendments (including post-effective amendments) to the
registration statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their or his substitute,
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 and on
the dates indicated:
Signatures |
|
Title |
|
Date |
|
|
|
|
|
/s/ Mark Germain |
|
Chairman of the Board of Directors |
|
April 17, 2023 |
Mark Germain |
|
|
|
|
|
|
|
|
|
/s/ Amir Reichman |
|
Chief Executive Officer and Director |
|
April 17, 2023 |
Amir Reichman |
|
|
|
|
|
|
|
|
|
/s/ Uri Ben Or |
|
Chief Financial Officer |
|
April 17, 2023 |
Uri Ben Or |
|
|
|
|
|
|
|
|
|
/s/ Avner Rotman |
|
Director |
|
April 17, 2023 |
Avner Rotman |
|
|
|
|
|
|
|
|
|
/s/ Yael Margolin |
|
Director |
|
April 17, 2023 |
Yael Margolin |
|
|
|
|
|
|
|
|
|
/s/ George H. Lowell |
|
Director |
|
April 17, 2023 |
George H. Lowell |
|
|
|
|
|
|
|
|
|
/s/ Morris Laster |
|
Director |
|
April 17, 2023 |
Morris Laster |
|
|
|
|
|
|
|
|
|
/s/ Jay Green |
|
Director |
|
April 17, 2023 |
Jay Green |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Adi Raviv |
|
Director |
|
April 17, 2023 |
Adi Raviv |
|
|
|
|
|
|
|
|
|
/s/ Samuel Moed |
|
Director |
|
April 17, 2023 |
Samuel Moed |
|
|
|
|
Puglisi & Associates |
|
Authorized U.S. Representative |
|
|
|
|
By: |
/s/ Donald Puglisi |
|
Name: |
Donald Puglisi |
|
Title: |
Managing Director |
|
|
|
|
April 17, 2023 |
|
II-6
BiondVax Pharmaceuticals (NASDAQ:BVXV)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
BiondVax Pharmaceuticals (NASDAQ:BVXV)
Gráfica de Acción Histórica
De May 2023 a May 2024