UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On June 4, 2023, BiondVax Pharmaceuticals Ltd. (the “Company” or “BiondVax”) entered into a License Agreement (the “License Agreement”) with the Max-Planck-Innovation GmbH, the technology transfer agency of the Max Planck Society in Germany(“MI”) and the University Medical Center Gottingen (“UMG”) to develop and commercialize VHH antibodies (NanoAbs) targeting Interleukin-17 (IL-17) (the “Target”) as treatments for all potential indications. The Company was granted an exclusive worldwide license for development and commercialization with regard to know-how and patent rights directly related to the NanoAbs targeting IL-17.
Within 45 (forty-five) days of June 4th, the Company shall issue 17,000 American Depository Shares (the “ADSs”) to the counterparties to the License Agreement. MI will notify the Company as to how many of the ADSs shall be issued to MI’s parent and how many ADSs shall be issued to an entity who will hold the ADSs as trustee for UMG. The recipients of the ADSs issued pursuant to the License Agreement have agreed to not sell such ADSs until June 4, 2024.
BiodVax will owe payments to MI and UMG upon the achievement of certain milestones, including, but not limited to, submission of a new drug application (an “IND”) to a regulator and initiations of clinical studies with regard to pharmaceutical products that contain the NanoAbs targeting IL-17. BiondVax will pay MI and UMG percentage-based royalties on net sales of pharmaceutical products.
BiondVax has a deadline of June 30, 2025 to submit an IND. If it does not do so, BiondVax will have forty-five (45) days to submit a development plan to MI and UMG to achieve submission of an IND by June 30, 2026. If this deadline is not met the License Agreement will terminate prior to December 31, 2026. BiondVax can extend this deadline by 12 months each time it makes a EUR 500,000 payment to MI and UMG. As of June 4, 2023, BiondVax plans to initiate a preclinical in vivo efficacy study in 2024.
The foregoing description of the License Agreement is not complete and is qualified in its entirety by reference to the full text of the License Agreement, which will be filed as an exhibit to the Company’s periodic report containing the financial statements for the period ended June 30, 2023.
SIGNATURE
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.
| Date: June 8, 2023 | BiondVax Pharmaceuticals Ltd. | |
| By: | /s/ Amir Reichman | |
| Amir Reichman | ||
| Chief Executive Officer | ||