6-K
Scinai Immunotherapeutics Ltd. (SCNI)
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 December 2021
Commission File Number: 001-37353
BIONDVAX PHARMACEUTICALS LTD.
(Translation of registrant’s name into English)
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
Jeusalem, Israel
(Address of principal executive office)
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): ____
On December 27, 2021, BiondVax Pharmaceuticals Ltd. (the “Company”) issued a press release announcing that all proposed resolutions, including the election of the former CFO of GSK’s Global Vaccines Business, Mr. Jay Green, to the Company’s Board of Directors, were approved at the Company’s Annual General Meeting of Shareholders. A copy of the press release is filed herewith as Exhibit 99.1.
On December 29, 2021, the Company issued a press release announcing the successful closing of its $9.8 million follow-on underwritten Offering of ADSs, including exercise of the underwriter’s over-allotment option. A copy of the press release is filed herewith as Exhibit 99.2.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated December 27, 2021. |
| 99.2 | Press release, dated December 29, 2021. |
1
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.
| BiondVax Pharmaceuticals Ltd. | ||
|---|---|---|
| Date: December 30, 2021 | By: | /s/ Amir Reichman |
| Amir Reichman | ||
| Chief Executive Officer |
2
Exhibit 99.1
Former CFO of GSK’s Global Vaccines BusinessMr. Jay Green Joins BiondVax’s Board of Directors
Jerusalem, Israel – December 27, 2021 – BiondVax Pharmaceuticals Ltd. (Nasdaq: BVXV), a biopharmaceutical company focused on developing, manufacturing and commercializing innovative products for the prevention and treatment of infectious diseases and other illnesses, today announced that all proposed resolutions were approved at today’s Annual General Meeting of Shareholders, including the election of Mr. Jay Green to the Company’s Board of Directors. Mr. Green recently completed a six-year term as Senior Vice President Finance and CFO of GlaxoSmithKline plc’s (NYSE: GSK) global vaccines business. Concurrently, Mr. Isaac Devash retired from the Board of Directors.
Mark Germain, BiondVax’s Chairman ofthe Board of Directors, stated, “We’re very excited to have Jay join our board of directors, particularly as we relaunchthe company’s R&D efforts around the unique nanosized antibody (NanoAb) program in collaboration with the Max Planck Institute.Jay’s experience serving as GSK Vaccine’s SVP Finance/CFO and his current involvement in the global COVID-19 response as anadvisor to Gavi for COVAX is highly relevant and adds a significant dimension to our Board. We aimto leverage his broad knowledge and deep connections as we progress in developing our NanoAbs program, beginning with a highly promisingCOVID-19 therapy.”
Continued Mr. Germain, “On a personalnote, I wish to thank Isaac Devash for his many years of valued service to BiondVax. Isaac has been a dedicated leader on the board andinstrumental and highly supportive in our efforts to relaunch the company. He remains a friend to the company and through our successfulturnaround we intend to make him proud of the time and effort he has devoted.”
Jay Green commented, “I am pleasedto join BiondVax as we begin work on the nanosized antibody (NanoAb) pipeline towards new and improved therapies for multiple diseaseswith substantial commercial potential. BiondVax is a company with significant opportunity, at a new and exciting inflection point, andI look forward to helping them deliver value to both patients and investors in the near and long term.”
About Jay Green
Mr. Jay Green, CPA, CA, MAcc, recently completed a 19-year career with GSK across several progressive leadership positions in GSK’s three businesses of consumer healthcare, pharmaceuticals, and vaccines, as well as corporate development. He also led GSK’s global enterprise resource planning (ERP) program, one of the largest IT-enabled business transformation programs in the company’s history. Mr. Green most recently served from 2014 to 2020 as Senior Vice President, Finance and CFO of GSK’s global vaccines business. Since 2020, Mr. Green has served in an advisory role to Gavi for COVAX, an international initiative to support equitable distribution of COVID-19 vaccines. He is a Chartered Professional Accountant who holds a Master of Accounting from the University of Waterloo, Ontario, Canada.
About BiondVax
BiondVax Pharmaceuticals Ltd. (Nasdaq: BVXV) is a biopharmaceutical company focused on developing, manufacturing and commercializing innovative products for the prevention and treatment of infectious diseases and other illnesses. Since its inception, the company has executed eight clinical trials including a seven country, 12,400 participant Phase 3 trial of its vaccine candidate and has built a state-of-the-art manufacturing facility for biopharmaceutical products. With highly experienced pharmaceutical industry leadership, BiondVax is aiming to develop a pipeline of diversified and commercially viable products and platforms, beginning with an innovative nanosized antibody pipeline. For more information, please visit www.biondvax.com.
Contact Details
Company: Joshua E. Phillipson | +972 8 930 2529
| j.phillipson@biondvax.com
Investor Relations: Kenny Green | +1 212 378 8040
| kgreen@edisongroup.com
Jerusalem BioPark, 2^nd^ floor ● Hadassah Ein Kerem Campus ● Jerusalem, Israel
Telephone: +972-8-9302529 ● Fax: +972-8-9302531 ● www.BiondVax.com
Forward Looking Statements
This press release contains forward-lookingstatements within the meaning of the Private Litigation Reform Act of 1995. Words such as “expect,” “believe,”“intend,” “plan,” “continue,” “may,” “will,” “anticipate,” andsimilar expressions are intended to identify forward-looking statements. All statements, other than statements of historical facts, includedin this press release regarding strategy, future operations, future financial position, future revenue, projected expenses, prospects,plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statementsregarding execution of an additional agreement with the Max Planck Society and the University Medical Center Göttingen; the therapeuticand commercial potential of NanoAbs; the company’s NanoAb program, the potential for NanoAbs to safely and effectively target COVID-19,and the timing of preclinical and clinical data for NanoAbs and the timing of future clinical trial data. These forward-looking statementsreflect management’s current views with respect to certain current and future events and are subject to various risks, uncertaintiesand assumptions that could cause the results to differ materially from those expected by the management of BiondVax Pharmaceuticals Ltd.Risks and uncertainties include, but are not limited to, the risk that BiondVax will not execute an additional agreement with the MaxPlanck Society and the University Medical Center Göttingen or that it will be delayed; the risk that the therapeutic and commercialpotential of NanoAbs will not be met; the risk of a delay in the preclinical and clinical data for NanoAbs, if any; the risk that BiondVaxand EIB will not reach agreement with respect to the restructuring of the loan from EIB; the risk that BiondVax may not be able to secureadditional capital on attractive terms, if at all; the risk that the European Investment Bank may accelerate the loans under its financecontract with BiondVax; the risk that BiondVax may not execute a strategic alternative to M-001 or implement a strategy that will diversifyBiondVax’s risk, and, if executed, may not be successful; risks relating to the COVID-19 (coronavirus) pandemic; BiondVax’sability to acquire rights to additional product opportunities; BiondVax’s ability to enter into collaborations on terms acceptableto BiondVax or at all; timing of receipt of regulatory approval of BiondVax’s manufacturing facility in Jerusalem, if at all orwhen required; the risk that the manufacturing facility will not be able to be used for a wide variety of applications and other vaccineand treatment technologies, and the risk that drug development involves a lengthy and expensive process with uncertain outcomes. Moredetailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors”in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 13, 2021. BiondVax undertakes noobligation to revise or update any forward-looking statement for any reason.
Jerusalem BioPark, 2^nd^ floor ● Hadassah Ein Kerem Campus ● Jerusalem, Israel
Telephone: +972-8-9302529 ● Fax: +972-8-9302531 ● www.BiondVax.com
Exhibit 99.2
BiondVax Announces Successful Closing of $9.8million Follow-on Underwritten Offering of ADSs Including Exercise of the Over-Allotment
JERUSALEM, Dec. 29, 2021 /PRNewswire/ -- BiondVax Pharmaceuticals Ltd. (NASDAQ: BVXV), a biopharmaceutical company focused on developing, manufacturing and commercializing innovative products for the prevention and treatment of infectious diseases and other illnesses, today announced the closing of an underwritten public offering of 4,144,068 American Depositary Shares (“ADSs”) at a public offering price of $2.36 per ADS for gross proceeds to the Company of approximately $9.8 million in the aggregate, inclusive of the successful execution of the full over-allotment, before deducting underwriting discounts and other offering expenses. Each ADS represents 40 ordinary shares of BiondVax.
Amir Reichman, CEO of BiondVax, commented, “This successful offering is an important event for BiondVax as it provides us with increased capital to fund our recently announcednanosized antibody (NanoAb) program being conducted in collaboration with the world-renowned Max Planck Institute. Development of an innovativeCOVID-19 NanoAb therapy that exhibits significant potential competitive advantages over existing therapies has already begun, and nextmonth we expect to sign a broader collaboration for the development of additional NanoAbs addressing diseases with large unmet medicalneeds and attractive commercial opportunities. I would like to thank all those who have supported our recent successes and I warmly welcomethe new investors to our story.”
BiondVax intends to use the net proceeds from this offering for the advancement of its recently announced nanosized antibody (NanoAb) development program as well as for general corporate purposes, including, but not limited to, working capital, research and development activities, regulatory matters, capital investment or other related purposes. It may also use a portion of any net proceeds to in-license, invest in or acquire businesses, assets or technologies that it believes are complementary to its business focus, although it has no current commitments or agreements in those regards.
Aegis Capital Corp. acted as the sole book-running manager for theoffering.
The ADS described above are being offered by the Company pursuant to a “shelf” registration statement on Form F-3 (333-240189) filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on August 10, 2020. A final prospectus supplement relating to, and describing the terms of, the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from Aegis Capital Corp., Attention: Syndicate Department, 810 7th Avenue, 18th Floor, New York, NY 10019, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About BiondVax
BiondVax Pharmaceuticals Ltd. (Nasdaq: BVXV) is a biopharmaceutical company focused on developing, manufacturing and commercializing innovative products for the prevention and treatment of infectious diseases and other illnesses. Since its inception, the company has executed eight clinical trials including a seven country, 12,400 participant Phase 3 trial of its vaccine candidate and has built a state-of-the-art manufacturing facility for biopharmaceutical products. With highly experienced pharmaceutical industry leadership, BiondVax is aiming to develop a pipeline of diversified and commercially viable products and platforms, beginning with an innovative nanosized antibody (NanoAb) pipeline. For more information, please visit www.biondvax.com.
Contact Details
Company: Joshua E. Phillipson | +972 8 930 2529
| j.phillipson@biondvax.com
Investor Relations: Kenny Green | +1 212 378 8040
| kgreen@edisongroup.com
Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. This press release contains statements which constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to statements regarding BiondVax’s ability to complete the offering, expected gross proceeds, expected closing date of the offering and the expected use of the proceeds from the offering. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,” “anticipates,” “believes,” “will,” “will likely result,” “will continue,” “plans to,” “potential,” “promising,” and similar expressions. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the risk factors described under the heading “Risk Factors” set forth in the Company’s reports filed with the SEC from time to time. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. BiondVax undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Readers are cautioned that it is not possible to predict or identify all the risks, uncertainties and other factors that may affect future results and that the risks described herein should not be considered a complete list.