VBLT Vascular Biogenics Ltd

 

 

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): October 12, 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On October 12, 2023, Vascular Biogenics Ltd. (“VBL”) convened an annual and special meeting (the “Meeting”), at which VBL’s shareholders voted on the proposals set forth below relating to the proposed business combination between VBL and Notable Labs, Inc. (“Notable”). On February 22, 2023, VBL entered into an Agreement and Plan of Merger (the “Merger Agreement”) among VBL, Notable, and Vibrant Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of VBL. The proposals are described in detail in VBL’s definitive proxy statement/prospectus/information statement filed with the U.S. Securities and Exchange Commission (“SEC”) on September 5, 2023 (as amended or supplemented thereafter) (the “Proxy Statement”) and first mailed to VBL’s shareholders on or about September 5, 2023. The final voting results regarding each proposal are set forth below. There were 77,640,467 VBL ordinary shares, par value NIS 0.01 (“VBL Ordinary Shares”) outstanding and entitled to vote at the Meeting, and 52,302,411 VBL Ordinary Shares were represented in person or by proxy at the Meeting, which number constituted a quorum.

 

Proposal No. 1. Approval of the issuance of VBL Ordinary Shares to the Notable stockholders in accordance with the terms of the Merger Agreement and the change of control resulting from the Merger pursuant to the rules of The Nasdaq Stock Market LLC.

 

This proposal was approved by the requisite vote of VBL’s shareholders.

 

For		Against		Abstain		Broker Non-Votes
36,200,301		268,972		216,066		15,617,072

 

Proposal No. 2. Approval of the following modifications to VBL’s share capital, effective as of the effective time of the Merger (the “Effective Time”) under the Merger Agreement:

 

A.

a reverse share split of VBL Ordinary Shares by a ratio of between 10:1 and up to 50:1, inclusive such that each 10 to 50 VBL Ordinary Shares, including without limitations shares underlying any options to purchase shares of VBL, shall be combined into 1 VBL Ordinary Share, to be effective at the specific ratio and on a date to be determined by the Board (the “VBL Reverse Share Split”).

 

This proposal was approved by the requisite vote of VBL’s shareholders.

 

For		Against		Abstain		Broker Non-Votes
51,492,150		555,993		254,268		0

 

B.

increasing VBL’s registered share capital by up to NIS 10,000,000 and the creation of up to additional 1,000,000,000 VBL Ordinary Shares, subject to any adjustments required pursuant to the Merger and the VBL Reverse Share Split, as shall be further determined by the VBL board of directors (the “VBL Share Capital Increase”).

 

Following such increase, the registered share capital of VBL shall be up to NIS 12,000,000.

 

This proposal was approved by the requisite vote of VBL’s shareholders.

 

For		Against		Abstain		Broker Non-Votes
35,375,589		1,081,622		228,128		15,617,072

 

Proposal No. 3. Approval of the change of VBL’s name to “Notable Labs, Ltd.” (the “Name Change”) or a similar name approved by the Israeli Registrar of Companies, effective as of the Effective Time under the Merger Agreement.

 

This proposal was approved by the requisite vote of VBL’s shareholders.

 

For		Against		Abstain		Broker Non-Votes
51,923,655		110,549		268,207		0

 

Proposal No. 4. Approval of an amendment to the Amended and Restated Articles of Association of VBL (the “Articles”) (with respect to subsections (i)-(iii), subject to the approval of the VBL Share Capital Increase, the VBL Reverse Share Split and the Name Change), to reflect: (i) the VBL Share Capital Increase, (ii) the VBL Reverse Share Split, (iii) the Name Change, and (iv) the modification to the legal quorum required for VBL’s general meeting of shareholders, which shall consist of at least one (1) shareholder who holds or represents at least 33 1/3% of the voting rights in VBL, effective as of the Effective Time under the Merger Agreement.

 

 

This proposal was approved by the requisite vote of VBL’s shareholders.

 

For		Against		Abstain		Broker Non-Votes
36,142,710		239,443		303,186		15,617,072

 

Proposal No. 5. Approval of the grant of 700,000 (pre-VBL Reverse Share Split) Restricted Share Units (“VBL RSUs”) to Prof. Dror Harats in August 2022, under the VBL Employee Share Ownership and Option Plan (2014) and subject to the execution of VBL’s standard RSU Agreement. The VBL RSUs were granted as a retention incentive, in lieu of a cash retention award, as an incentive for Prof. Harats to remain employed with VBL through the strategic process and create maximal value, and Prof. Harats has met this obligation. The VBL RSUs shall vest upon and in the manner approved by the compensation committee and the VBL board of directors.

 

This proposal was approved by the requisite vote of VBL’s shareholders.

 

For		Against		Abstain		Broker Non-Votes
23,706,976*		11,558,836		1,419,527		15,617,072

 

^* Including 1,138,975 VBL Ordinary Shares voted by Prof. Harats.

 

Proposal No. 6. Approval of the advisory, non-binding vote on Merger-related executive compensation for VBL’s executive officers.

 

This proposal was approved by the requisite vote of VBL’s shareholders.

 

For		Against		Abstain		Broker Non-Votes
25,855,157		9,465,794		1,364,388		15,617,072

 

Proposal No. 7. Approval of the nomination and compensation terms of the Chief Executive Officer, effective as of the Effective Time under the Merger Agreement.

 

This proposal was approved by the requisite vote of VBL’s shareholders.

 

For		Against		Abstain		Broker Non-Votes
34,820,603		1,596,447		268,289		15,617,072

 

Proposal No. 8. Approval of the nomination of each of Dr. Thomas A. Bock; Peter Feinberg; Michele Galen; and Tuomo Pätsi as directors (or independent directors as may be relevant) and their compensation and indemnification terms effective as of the Effective Time under the Merger Agreement.

 

This proposal was approved as to each individual by the requisite vote of VBL’s shareholders.

 

Dr. Thomas A. Bock

 

For		Against		Abstain		Broker Non-Votes
34,817,683		1,597,419		270,237		15,617,072

 

Peter Feinberg

 

For		Against		Abstain		Broker Non-Votes
34,651,564		1,110,170		923,605		15,617,072

 

Michele Galen

 

For		Against		Abstain		Broker Non-Votes
34,652,479		1,110,563		922,297		15,617,072

 

Tuomo Pätsi

 

For		Against		Abstain		Broker Non-Votes
34,649,989		1,109,472		925,878		15,617,072

 

Proposal No. 9. Approval of the nomination of each of Thomas I. H. Dubin and Thomas Graney as external directors (as defined under Israeli law) and their compensation and indemnification terms, effective as of the Effective Time under the Merger Agreement.

 

 

This proposal was approved as to each individual by the requisite vote of VBL’s shareholders.

 

Thomas I. H. Dubin

 

For		Against		Abstain		Broker Non-Votes
34,621,466		1,141,064		922,809		15,617,072

 

Thomas Graney

 

For		Against		Abstain		Broker Non-Votes
34,620,266		1,141,264		923,809		15,617,072

 

Proposal No. 10. Approval of the advisory vote on the proposed sale of VB-601.

 

This proposal was approved by the requisite vote of VBL’s shareholders.

 

For		Against		Abstain		Broker Non-Votes
28,552,849		6,411,216		1,721,274		15,617,072

 

Proposal No. 11. To authorize the adjournment or postponement of the Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of VBL Proposal Nos. 1-4.

 

This proposal was approved by the requisite vote of VBL’s shareholders, but adjournment of the Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Meeting to approve Proposal Nos. 1-4.

 

Item 8.01 Other Events.

 

On October 12, 2023, VBL issued a press release announcing the results of the Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
10.1		Press Release, dated October 12, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: October 12, 2023	By:	/s/ Dror Harats
	Name:	Dror Harats
	Title:	Chief Executive Officer

 

 

 

Exhibit 10.1

 

VBL Therapeutics Announces Results of Annual and Special Shareholder Meeting

 

Approved Merger with Notable Labs and All Other Proposals

 

Merger Expected to Close and Begin Trading as Combined Company Under the NTBL Ticker on Nasdaq Next Week, Subject to Effectiveness of Approved Israeli Corporate Actions

 

MODI’IN, Israel and NEW YORK, NY October 12, 2023 (GLOBE NEWSWIRE) – VBL Therapeutics (Nasdaq: VBLT) (“VBL”), today announced that its shareholders voted to approve the previously announced proposed merger (the “Merger”) with Notable Labs, Inc. (“Notable”), at the annual and special meeting (the “Meeting”) which took place today, October 12, 2023.

 

Over 98% of the votes cast at the Meeting were cast in favor of the approval of the Merger. VBL’s shareholders also voted to approve all other proposals presented at the Meeting, each of which are described in more detail in VBL’s joint proxy statement/prospectus/information statement as filed with the U.S. Securities and Exchange Commission (“SEC”) on September 5, 2023 and as supplemented on September 18, 2023 and on October 2, 2023.

 

The Merger is expected to close on or around October 16, 2023. After completion of the Merger, VBL will be renamed “Notable Labs, Ltd.” and is expected to trade on The Nasdaq Capital Market under the symbol “NTBL” on or around October 17, 2023.

 

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 cancer and immune-inflammatory diseases.

 

About Notable Labs, Inc.

 

Notable Labs, Inc., is a clinical-stage platform therapeutics company developing predictive precision medicines for patients with cancer. Through its proprietary Predictive Precision Medicines Platform (“PPMP”), Notable bio- simulates a cancer treatment and aims to predict whether or not a patient is likely to respond to that specific therapeutic. Notable’s PPMP is designed to identify and select clinically responsive patients prior to their treatment and thus fast-track clinical development in this patient population. By continually advancing and expanding the reach of the PPMP across diseases and predicted medical outcomes, Notable aims to be the leader in precision medicine and revolutionize the way in which patients seek and receive treatments that work best for them – patient by patient and cancer by cancer. Notable believes it has created a targeted and de-risked in-licensing strategy to deliver a product’s medical impact and commercial value faster, higher, and with a greater likelihood of success than traditional drug development. By transforming historical standards of care, Notable aims to create dramatic positive impact for patients and the healthcare community. In February 2023, Notable entered into a definitive agreement to merge with VBL Therapeutics (Nasdaq: VBLT). Notable is headquartered in Foster City, California. Learn more at www.notablelabs.com and follow us @notablelabs.

 

 

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 timing and completion of the proposed Merger and trading on Nasdaq; 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) uncertainties relating to the Israel-Hamas war; (ii) the risk that the conditions to the closing of the proposed Merger are not satisfied; (iii) risks related to commencing trading on a post-reverse split basis post-Merger; and (iv) risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the Merger, 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 the joint proxy statement/prospectus/information statement, as supplemented, and described above, as well as VBL’s other filings with the SEC. 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

 

v3.23.3

Cover	Oct. 12, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Oct. 12, 2023
Entity File Number	001-36581
Entity Registrant Name	vascular biogenics ltd.
Entity Central Index Key	0001603207
Entity Incorporation, State or Country Code	L3
Entity Address, Address Line One	8 HaSatat St.
Entity Address, City or Town	Modi’in
Entity Address, Country	IL
Entity Address, Postal Zip Code	7178106
City Area Code	972
Local Phone Number	8-9935000
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, par value NIS 0.01 each
Trading Symbol	VBLT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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