Registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934




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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 20-F

 

 

(Mark One)

 

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

¨

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: Not applicable

For the transition period from                  to                 

Commission file number 001-36581

 

 

Vascular Biogenics Ltd.

(Exact name of registrant as specified in its charter)

 

 

N/A

(Translation of Registrant’s name into English)

Israel

(Jurisdiction of incorporation or organization)

6 Jonathan Netanyahu St.

Or Yehuda

Israel 60376

(Address of principal executive offices)

Dror Harats, Chief Executive Officer

6 Jonathan Netanyahu St.

Or Yehuda

Israel 60376

Tel: +972 3 634 6450

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

 

 

 

Title of Each Class

 

Name of Each Exchange on which Registered

Ordinary Shares, par value NIS 0.01 each

 

The NASDAQ Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2015, the Registrant had 22,470,321 Ordinary Shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

If this report is an annual report or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ¨     No   x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)    Yes   x     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

 

 

 

 

 

 

Large accelerated filer  ¨

 

Accelerated filer  ¨

  

Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

 

 

 

 

 

U.S. GAAP  ¨

  

International Financing Reporting Standards as issued

by the International Accounting Standards Board  x

  

Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

 

 
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

PART I

  

 

3

  

Item 1. Identity of Directors, Senior Management and Advisers

  

 

3

  

Item 2. Offer Statistics and Expected Timetable

  

 

3

  

Item 3. Key Information

  

 

3

  

Item 4. Information on the Company

  

 

42

  

Item 4A. Unresolved Staff Comments

  

 

54

  

Item 5. Operating and Financial Review and Prospects

  

 

54

  

Item 6. Directors, Senior Management and Employees

  

 

64

  

Item 7. Major Shareholders and Related Party Transactions

  

 

83

  

Item 8. Financial Information

  

 

87

  

Item 9. The Offer and Listing

  

 

87

  

Item 10. Additional Information

  

 

88

  

Item 11. Quantitative and Qualitative Disclosures About Market Risk

  

 

104

  

Item 12. Description of Securities Other Than Equity Securities

  

 

104

  

PART II

  

 

105

  

Item 13. Defaults, Dividend Arrearages and Delinquencies

  

 

105

  

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

  

 

105

  

Item 15. Controls and Procedures

  

 

105

  

Item 16. [Reserved]

  

 

106

  

Item 16A. Audit committee financial expert

  

 

106

  

Item 16B. Code of Ethics

  

 

106

  

Item 16C. Principal Accountant Fees and Services

  

 

107

  

Item 16D. Exemptions from the Listing Standards for Audit Committees

  

 

107

  

Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers

  

 

107

  

Item 16F. Change in Registrant’s Certifying Accountant

  

 

107

  

Item 16G. Corporate Governance

  

 

107

  

Item 16H. Mine Safety Disclosure

  

 

108

  

PART III

  

 

F-1

  

Item 17. Financial Statements

  

 

F-1

  

Item 18. Financial Statements

  

 

F-1

  

Item 19. Exhibits

  

 

 

 


Table of Contents

General Matters

In this Annual Report on Form 20-F (“Annual Report”), unless the context indicates otherwise, references to “NIS” are to the legal currency of Israel, “U.S. dollars,” “$” or “dollars” are to United States dollars, and the terms “we,” “us,” “our company,” “our,” and “Vascular Biogenics” refer to Vascular Biogenics Ltd.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report contains forward-looking statements that relate to future events or our future financial performance, which express the current beliefs and expectations of our management. Such statements involve a number of known and unknown risks, uncertainties and other factors that could cause our actual future results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include all statements that are not historical facts and can be identified by words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could,” and similar expressions or phrases. We have based these forward-looking statements largely on our management’s current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

 


 



 

the initiation, timing, progress and results of our pre-clinical and clinical trials, and our research and development programs;

 

 



 

our expectations about the availability of data from our clinical trials;

 

 



 

our ability to advance product candidates into, and successfully complete, clinical trials;

 

 



 

our plans for future trials;

 

 



 

our ability to manufacture our product candidates in sufficient quantities for clinical trials;

 

 



 

the timing or likelihood of regulatory filings and approvals;

 

 



 

the commercialization of our product candidates, if approved;

 

 



 

potential advantages of our product candidates;

 

 



 

the pricing and reimbursement of our product candidates, if approved;

 

 



 

our ability to develop and commercialize additional product candidates based on our platform technologies;

 

 



 

our business strategy;

 

 



 

the implementation of our business model, strategic plans for our business, product candidates and technology;

 

 



 

the scope and duration of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;

 

 



 

estimates of our expenses, future revenues, capital requirements and our needs for additional financing;

 

 



 

our ability to establish and maintain collaborations and the benefits of such collaborations;

 

 



 

our ability to maintain our level of grant funding or obtain additional grant funding;

 

 



 

developments relating to our competitors and our industry; and

 

 



 

other risks and uncertainties, including those listed under the caption “Risk Factors.”

All forward-looking statements involve risks, assumptions and uncertainties. You should not rely upon forward-looking statements as predictors of future events. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within

 

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our control. Actual results may differ materially from expected results. See the sections “Item 3. Key Information—D. Risk Factors,” “Item 5. Operating and Financial Review and Prospectus” and elsewhere in this Annual Report for a more complete discussion of these risks, assumptions and uncertainties and for other risks and uncertainties. These risks, assumptions and uncertainties are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results.

All of the forward-looking statements we have included in this Annual Report are based on information available to us on the date of this Annual Report. We undertake no obligation, and specifically decline any obligation, to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report might not occur.

The audited financial statements for the years ended December 31, 2015, 2014 and 2013 in this Annual Report have been prepared in accordance with the international financial reporting standards (“IFRS”) as issued by the international accounting standards board (“IASB”).

 

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