Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market
Information
Our
ADSs are listed on the Nasdaq Capital Market under the symbol “BVXV” and commenced trading on May 12, 2015.
Authorized
Capital
Our
authorized share capital consists of 20,000,000,000 ordinary shares, no par value each. As of December 31, 2022, there were 989,290,784
ordinary shares issued and outstanding (including those represented by ADSs). All of our outstanding ordinary shares are validly issued,
fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights.
Holders
of Common Equity
As
of March 31, 2023, there were approximately 13 stockholders of record. Because our ADSs are held by depositaries, brokers and other nominees,
the number of beneficial holders of our shares is substantially larger than the number of stockholders of record.
Dividend
Information
We
have never declared or paid cash dividends to our shareholders. Currently, we do not intend to pay cash dividends. We intend to reinvest
any earnings in developing and expanding our business. Any future determination relating to our dividend policy will be at the discretion
of our board of directors and will depend on a number of factors, including future earnings, our financial condition, operating results,
contractual restrictions, capital requirements, business prospects, applicable Israeli law and other factors our board of directors may
deem relevant. In addition, the distribution of dividends is limited by Israeli law, which permits the distribution of dividends only
out of distributable profits except if otherwise approved by an Israeli court. In addition, if we pay a dividend out of income attributed
to our Benefited Enterprise during the tax exemption period, we may be subject to tax on the grossed-up amount of such income at the
corporate tax rate which would have been applied to such Benefited Enterprise’s income had we not enjoyed the exemption for a Benefited
Enterprise.
If
we pay any dividends, we will also pay such dividends to the ADS holders to the same extent as holders of our ordinary shares, subject
to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if
any, will be paid to ADS holders in U.S. dollars.
Unregistered
Sales of Equity Securities and Use of Proceeds
During
the year ended December 31, 2022, we have issued securities that were not registered under the Securities Act, including:
- On
February 7, 2022 the Company issued 15,000 ADSs to Max-Planck-Gesellschaft zur Förderung
der Wissenschaften e.V. under our exclusive, worldwide, License Agreement with MPG and UMG
pursuant to Regulation S under the Securities Act;
- On
April 10, 2022, we issued 944 ADSs pursuant to Regulation D under the Securities Act to others
for settlement of RSUs granted to the directors that had vested;
- On
April 11, 2022, we issued 4,316 ADSs to our directors for settlement of RSUs granted to the
directors that had vested pursuant to Regulation D under the Securities Act; and
- On
November 14, 2022, we issued 17,694 ADSs to Hybrid Financial Ltd. for marketing services
pursuant to Regulation D under the Securities Act.
61
ITEM
6. [Reserved]