BiondVax Pharmaceuticals Ltd (BVXV)

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THE OFFERING

Issuer

BiondVax Pharmaceutical Ltd.

Securities offered

2,133,500 ADSs, each representing 40 of our ordinary shares (i) 2,038,000 of which are issuable upon the exercise of ADSs warrants issued to public investors in our initial public offering and (ii) 95,500 of which are issuable upon the exercise of a warrant issued to the representative of the underwriters, in each case connection with our initial public offering pursuant to a prospectus dated May 13, 2015.

Ordinary shares outstanding immediately prior to the offering


135,097,367 ordinary shares (excluding 33,760,832 ordinary shares which were not yet issued to Angels High Tech Investment Ltd. as part of an investment agreement and subject to closing conditions. See “Business – Material Agreements – Investment Agreement ”).



Ordinary shares to be outstanding after the offering


216,617,367 ordinary shares, assuming the exercise of all the ADS warrants; 138,917,367 ordinary shares, assuming the exercise of all the representative’s warrants; and 220,437,367 ordinary shares, assuming the exercise of all ADS warrants and representative’s warrants.



Depositary

The Bank of New York Mellon, Depositary



The ADSs

Each ADS represents 40 ordinary shares.


The depositary will hold the ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement.


To better understand the terms of the ADSs and warrants, you should carefully read the “Description of Securities” section of this prospectus. You should also read the deposit agreement and warrant agent agreement, which are filed as exhibits to the registration statement that includes this prospectus.



Description of Warrants

Each full warrant issued to the public investor entitles the holder to purchase one ADS at a per ADS purchase price of $6.25 at any time through the fifth anniversary of the date of issuance. Each full warrant issued to the representative of the underwriter entitled the holder to purchase one ADS at a per ADS purchase price of $6.25 commencing on the first anniversary of issuance and continuing through the fifth anniversary thereof. In each case, in the event that a registration statement covering ADSs underlying the warrants is not effective, and an exemption from registration is not available for the resale of such ordinary shares underlying the warrants, the holder may, in its sole discretion, exercise warrants and, in lieu, of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of ordinary shares determined according to the formula set forth in the warrant agreement. The issuance fee of $0.05 per ADS, as well as other applicable charges and taxes, are due and payable upon any cashless exercise.
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Use of proceeds

Assuming the exercise of all of the ADS warrants for cash held by the public investors, we will receive gross proceeds of $12.74 million. Assuming the exercise of all representative’s warrants for cash, we will receive gross proceeds of $0.59 million.





We intend to use the net proceeds from this offering for working capital, operating expenses and other general corporate purposes. See “Use of Proceeds” beginning on page 48.



Risk Factors

You should read the “Risk Factors” section starting on page 16 of this prospectus for a discussion of factors to consider before deciding to invest in our securities.
The number of ordinary shares that will be outstanding immediately after this offering is based on 135,097,367 ordinary shares outstanding as of September 30, 2016, based on the exchange rate reported by the Bank of Israel on September 30, 2016, which is 3.758=$1.00. This number excludes, as of such date:
• ordinary shares issuable upon the exercise of 12,206,503 options at a weighted average exercise price of NIS 0.76 (or $0.20) per share;
• ordinary shares issuable upon the exercise of 5,685,000 options (series 4) outstanding at a weighted average exercise price of NIS 1.50 (or $0.40) per share;
• ordinary shares issuable upon the exercise of 6,302,000 options (series 5) outstanding at a weighted average exercise price of NIS 1.50 (or $0.40) per share;
• ordinary shares underlying the ADS warrants and representative’s warrants to be issued in this offering, at an exercise price per ADS of $6.25.
Unless otherwise indicated, all information in this prospectus assumes or gives effect to no exercise of outstanding options or options described above, the warrants to be issued in this offering and the representative’s ADS warrants.

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