On October 2, 2023 Vascular Biogenics Ltd. ("VBL") reported the following the execution of the term sheet with Wellbeing Group Ltd. ("Wellbeing") on June 30, 2023 (as amended on July 25, 2023) (the "Term Sheet"), the parties negotiated a definitive asset purchase agreement (the "Asset Purchase Agreement") for the sale of VB-601 and MOSPD2 related assets (the "VB-601 Asset") (Filing, 8-K, VBL Therapeutics, OCT 2, 2023, View Source [SID1234635570]). VBL entered into the Asset Purchase Agreement on October 1, 2023. The proxy statement/prospectus/information statement of VBL dated September 5, 2023 (the "Original Prospectus") is therefore supplemented such that VBL Proposal No. 10: Advisory Approval of the VB-601 Asset Sale hereby would approve the sale of the VB-601 Asset on the basis of the Asset Purchase Agreement, the material terms of which are summarized below, in lieu of the Term Sheet.
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The following summary of the Asset Purchase Agreement is not intended to be a complete discussion of the Asset Purchase Agreement and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, attached hereto as Exhibit 10.1.
Under the Asset Purchase Agreement, Immunewalk Therapeutics Inc. ("Immunewalk") an assignee of Wellbeing, agreed to pay an upfront cash payment of $250,000 to VBL at the closing and additional payments of up to $4.75 million upon the achievement of clinical and commercial milestones by Immunewalk, its Affiliates or Licensees (as such terms are defined in the Asset Purchase Agreement). Immunewalk also agreed to pay a low to mid-single digit percentage tiered royalty on aggregate annual Net Sales by Immunewalk or any of its Affiliates above $50 million, for the sale of Covered Products (as defined in the Asset Purchase Agreement). The Asset Purchase Agreement also clarified that in cases where Immunewalk licenses any of the VB-601 Assets, VBL is entitled to receive a low-teen digit percentage of the License Fees actually received by Immunewalk from a Licensee with respect to Net Sales of such Licensee and adjusted the definition of Net Sales in the Asset Purchase Agreement. In addition, the parties further agreed that in the event of an asset sale by Immunewalk, the royalty rates shall be adjusted as set forth in the Asset Purchase Agreement.
Capitalized terms used and not otherwise defined herein shall bear the respective meanings ascribed to them in the Asset Purchase Agreement.
Shareholders of VBL who have already cast their vote with respect to VBL Proposal No. 10: Advisory Approval of the VB-601 Asset Sale, and who following the filing of this supplement, wish to change their original vote, are hereby requested to follow the instructions set forth under the Original Prospectus.
Additional Information about the Proposed Merger and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed merger transaction between VBL and Notable Labs, Inc. ("Notable"). In connection with the proposed merger transaction, VBL has filed relevant materials with the Securities and Exchange Commission ("SEC"), including a registration statement on Form S-4 that contains a proxy statement (the "Proxy Statement") and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that VBL may file with the SEC and or send to VBL’s shareholders in connection with the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF VBL ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VBL, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. Investors and security holders can obtain free copies of the Form S-4, the Proxy Statement and other documents filed by VBL with the SEC through the website maintained by the SEC at View Source Copies of the documents filed by VBL with the SEC are also available free of charge on VBL’s website at www.vblrx.com, or by contacting VBL’s Investor Relations at [email protected]. VBL, Notable and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from VBL’s shareholders with respect to the proposed merger transaction under the rules of the SEC. Information about the directors and executive officers of VBL is set forth in its Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 14, 2023, and in subsequent documents filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are or will be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of this document as described above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor a solicitation of any vote or approval with respect to the proposed transaction or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.