Report of Foreign Issuer (6-k)
16 September 2017 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under
the Securities Exchange Act of 1934
For
the Month of September 2017
001-37353
(Commission
File Number)
BIONDVAX
PHARMACEUTICALS LTD.
(Exact
name of Registrant as specified in its charter)
14
Einstein St.
Ness
Ziona
Israel
74036
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover
Form 20-F
or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T
Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T
Rule 101(b)(7): ____
Indicate
by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-N/A
On September 13, 2017,
BiondVax Pharmaceuticals Ltd. (“BiondVax” or the “Company”) entered into an Underwriting Agreement with
Joseph Gunner & Co., LLC, as representative of the several underwriters named therein (the “Underwriters”), relating
to an underwritten public offering of 1,500,000 American Depositary Shares, each representing forty (40) or of the Company’s
ordinary shares, NIS 0.0000001 par value each (“ADSs”), at a public offering price of $6.00 per ADS. Under the terms
of the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an aggregate pf 166,667 additional
ADSs, which option has been exercised in full (the “Overallotment Option”). The gross proceeds to the Company from the
offering, prior to deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company
are expected to be $10.0 million, including full exercise of Overallotment Option. The offering is expected to close on September
18, 2017.
The
offering is being made pursuant to the Company’s effective shelf registration statement on Form F-3 (Registration No. 333-214439)
previously filed with the Securities and Exchange Commission (“SEC”), including the prospectus dated December 15, 2016,
as supplemented by a preliminary prospectus supplement filed with the SEC on September 13, 2017.
The Underwriting
Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and
customary conditions to closing. Additionally, the Company has agreed to provide the Underwriters with customary indemnification
rights under the Underwriting Agreement. The foregoing description of the Underwriting agreement is qualified in its entirety
by reference to the Underwriting Agreement, a copy of which is furnished as Exhibit 1.1 to this Form 6-K and is incorporated herein
by reference. A copy of the opinion of Pearl Cohen Zedek Latzer Baratz, Israeli Counsel to the Company relating to the ordinary
shares underlying the ADSs to be issued in this offering is furnished as Exhibit 5.1 to this Form 6-K and is incorporated by reference
herein.
A copy of the opinion
of Pearl Cohen Zedek Latzer Baratz, LLP, U.S. counsel to the Company, relating to the ADSs to be issued in this offering is furnished
as Exhibit 5.2 to this Form 6-K and is incorporated by reference herein.
Exhibit
Index
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, thereunto duly authorized.
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BiondVax
Pharmaceuticals Ltd.
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Date:
September 15, 2017
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By:
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/s/
Ron Babecoff
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Ron
Babecoff
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Chief
Executive Officer
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3
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