UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September
5, 2023
vascular
biogenics ltd.
(Exact
name of registrant as specified in its charter)
Israel |
|
001-36581 |
|
Not
Applicable |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
8
HaSatat St. |
|
|
Modi’in,
Israel |
|
7178106 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +972-8-9935000
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Ordinary
Shares, par value NIS 0.01 each |
|
VBLT |
|
The
Nasdaq Stock
Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item
8.01. Other Events.
On
September 6, 2023, Vascular Biogenics Ltd., operating as VBL Therapeutics (“VBL”), issued a press release announcing that
its registration statement on Form S-4 for the proposed merger with Notable Labs, Inc., has been declared effective by the U.S. Securities
and Exchange Commission. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
VASCULAR
BIOGENICS LTD. |
|
|
Date:
September 6, 2023 |
By: |
/s/
Dror Harats |
|
Name: |
Dror
Harats |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
VBL
Therapeutics Announces that S-4 Registration Statement for Proposed Merger with Notable Labs Is Declared Effective by SEC
Merger
with Notable expected to close in mid-October, subject to shareholder approval
Special
shareholder meeting scheduled for October 12, 2023
MODI’IN,
Israel and NEW YORK, September 6, 2023 (GLOBE NEWSWIRE) – VBL Therapeutics (Nasdaq: VBLT) (“VBL”), today announced
that its registration statement on Form S-4 in connection with the proposed merger with Notable Labs, Inc. (“Notable”) has
been declared effective by the U.S. Securities and Exchange Commission (“SEC”).
The
definitive merger agreement between VBL and Notable was announced on February 23, 2023 and is expected to close in mid-October 2023,
subject to customary closing conditions, including approval of the merger by VBL’s shareholders. The registration statement contains
a proxy statement / prospectus / information statement in connection with the merger. A copy of the registration statement can be found
here.
“Having
our registration statement on Form S-4 declared effective by the SEC is an important step towards the closing of our previously announced
merger with Notable,” said Prof. Dror Harats, M.D., Chief Executive Officer of VBL. “We believe this merger represents the
best path forward for the shareholders of both companies and for patients. The combined organization is expected to be listed on Nasdaq,
and plans to apply Notable’s Predictive Precision Medicines Platform to develop a pipeline of clinical-stage precision medicines
with the goal of transforming the standard of care in oncology.”
About
VBL Therapeutics
Vascular
Biogenics Ltd., operating as VBL Therapeutics (Nasdaq: VBLT), is a biopharmaceutical company that has historically focused on developing
targeted therapies for immune-inflammatory diseases and cancer. VBL’s goal has been to provide differentiated targeted therapeutics
to address the underlying cause of diseases where treatment options are limited. VBL’s sole product candidate, VB-601, is a targeted
antibody for immune-inflammatory applications that has shown disease-modifying activity across multiple preclinical models including
multiple sclerosis, rheumatoid arthritis, non-alcoholic steatohepatitis and inflammatory bowel disease. VBL has entered into a definitive
merger agreement with Notable Labs, Inc., which is expected to close in mid-October 2023, subject to shareholder approvals. VBL has also
entered into a non-binding term sheet with Wellbeing Group Ltd. to monetize VB-601, which is subject to an advisory, non-binding shareholder
vote at the VBL annual and special meeting. To learn more about VBL, please visit vblrx.com.
Additional
Information about the Proposed Merger and Where to Find It
This
communication may be deemed to be solicitation material in respect of the proposed merger transaction between VBL and Notable. In connection
with the proposed merger transaction, VBL has filed relevant materials with the Securities and Exchange Commission (“SEC”),
including a registration statement on Form S-4 that contains a proxy statement (the “Proxy Statement”) and prospectus. This
communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that VBL may file with the SEC and
or send to VBL’s shareholders in connection with the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS OF VBL ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VBL, THE PROPOSED MERGER TRANSACTION
AND RELATED MATTERS. Investors and security holders can obtain free copies of the Form S-4, the Proxy Statement and other documents filed
by VBL with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by VBL with the SEC
are also available free of charge on VBL’s website at www.vblrx.com, or by contacting VBL’s Investor Relations at ir@vblrx.com.
VBL, Notable and their respective directors and certain of their executive officers may be considered participants in the solicitation
of proxies from VBL’s shareholders with respect to the proposed merger transaction under the rules of the SEC. Information about
the directors and executive officers of VBL is set forth in its Annual Report on Form 10-K for the year ended December 31, 2022 as filed
with the SEC on March 14, 2023, and in subsequent documents filed with the SEC. Additional information regarding the persons who may
be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise,
are or will be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available.
You may obtain free copies of this document as described above.
No
Offer or Solicitation
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor a solicitation of any vote
or approval with respect to the proposed transaction or otherwise. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Forward
Looking Statements
This
press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the structure,
timing and completion of the proposed merger; the proposed sale of VB-601 to Wellbeing; future operations and goals of the combined company;
the potential benefits of any product candidates or platform technologies of the combined company; and other statements that are not
historical fact. All statements other than statements of historical fact contained in this press release are forward-looking statements.
These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates,
forecasts, and projections, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number
of risks and uncertainties, many of which involve factors or circumstances that are beyond VBL’s control. VBL’s actual results
could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited
to (i) the risk that the conditions to the closing of the proposed merger are not satisfied, including the failure to timely obtain shareholder
approval for the transaction, if at all; (ii) uncertainties as to the timing of the consummation of the proposed merger and the ability
of each of VBL and Notable to consummate the proposed merger; (iii) risks related to VBL’s ability to manage its operating expenses
and its expenses associated with the proposed merger pending closing; (iv) risks related to the failure or delay in obtaining required
approvals from any governmental or quasi-governmental entity necessary to consummate the proposed merger; (v) the risk that as a result
of adjustments to the exchange ratio, VBL shareholders and Notable stockholders could own more or less of the combined company than is
currently anticipated; (vi) risks related to the market price of VBL’s ordinary shares relative to the exchange ratio; (vii) unexpected
costs, charges or expenses resulting from the transaction; (viii) potential adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed merger; (ix) the uncertainties associated with Notable’s platform technologies,
as well as risks associated with the clinical development and regulatory approval of product candidates, including potential delays in
the commencement, enrollment and completion of clinical trials; (x) risks related to the inability of the combined company to obtain
sufficient additional capital to continue to advance these product candidates and its preclinical programs; (xi) uncertainties in
obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; (xii) risks related to the
failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light
of inherent risks and difficulties involved in successfully bringing product candidates to market; (xiii) risks associated with the possible
failure to realize certain anticipated benefits of the proposed merger, including with respect to future financial and operating results;
(xiv) risks associated with the possible failure to receive a favorable advisory vote from VBL’s shareholders on the sale of VB-601
to Wellbeing, including closing such sale; and (xv) risks associated with VBL’s loss of “foreign private issuer” status,
among others. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements
as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with
the SEC, including the factors described in the section titled “Risk Factors” in VBL Annual Report on Form 10-K for the year
ended December 31, 2022, as filed with the SEC on March 14, 2023, and in other filings that VBL makes and will make with the SEC in connection
with the proposed merger, including the Proxy Statement described above under “Additional Information about the Proposed Merger
and Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of the date
hereof or as of the dates indicated in the forward-looking statements. VBL expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard
thereto or any change in events, conditions or circumstances on which any such statements are based.
CONTACT: |
|
Daniel
Ferry |
|
LifeSci
Advisors |
|
+1 (617) 430-7576 |
|
daniel@lifesciadvisors.com |
|
Vascular Biogenics (NASDAQ:VBLT)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Vascular Biogenics (NASDAQ:VBLT)
Historical Stock Chart
Von Jun 2023 bis Jun 2024