Form 425 - Prospectuses and communications, business combinations
10 Octobre 2023 - 2:01PM
Edgar (US Regulatory)
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 9, 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.
As
previously reported, Vascular Biogenics Ltd. (“VBL”) received a letter (the “Notice”) from The Nasdaq Stock Market
LLC (“Nasdaq”) on August 31, 2022, indicating that Nasdaq had determined that VBL no longer met the minimum bid price requirement
of Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”), as the minimum closing bid price for VBL’s
ordinary shares was less than $1.00 for the previous 30 consecutive business days. The Notice provided that VBL may consider applying
to transfer the listing of its ordinary shares to The Nasdaq Capital Market and following such transfer, under Nasdaq Listing Rule 5810(c)(3)(A)(ii),
VBL may be eligible for an additional 180 calendar day compliance period.
Subsequently,
on March 2, 2023, VBL transferred its listing to The Nasdaq Capital Market and was provided an additional 180 calendar day compliance
period, or until August 28, 2023, to demonstrate compliance with Nasdaq Listing Rule 5550(a)(2).
On
August 29, 2023, VBL was notified by Nasdaq that it had not regained compliance with the Minimum Bid Price Requirement. VBL previously
submitted a hearing request before the Nasdaq Hearings Panel (the “Panel”) to stay the suspension of VBL’s ordinary
shares pending the Panel’s conclusion of the hearing process. On October 9, 2023, the Panel issued its decision (the “Decision”)
to grant VBL a temporary exception to regain compliance with Nasdaq Listing Rule 5550(a)(2). The Decision relies on VBL’s plan
to regain compliance on the basis that completion of the pending merger transaction and reverse stock split, as described in VBL’s
proxy statement/prospectus/information statement filed with the U.S. Securities and Exchange Commission on September 5, 2023, will enable
the combined company following the merger transaction to meet the applicable Nasdaq initial listing requirements, including the Minimum
Bid Price Requirement. The Decision requires that (i) VBL obtain shareholder approval for a reverse stock split at a ratio sufficient
to demonstrate and maintain long term compliance with the Minimum Bid Requirement and (ii) VBL demonstrate compliance with the Minimum
Bid Requirement for initial listing and satisfies all other requirements for initial listing on Nasdaq. While VBL expects to comply with
each of these requirements, there can be no assurance that the combined company will meet Nasdaq’s initial listing requirements.
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
10, 2023 |
By: |
/s/
Dror Harats |
|
|
Name: |
Dror Harats |
|
|
Title: |
Chief Executive Officer |
Vascular Biogenics (NASDAQ:VBLT)
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