Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)

BiondVax Pharmaceuticals Ltd.

---

(Name of Issuer)

Ordinary Shares, no par value

---

(Title of Class of Securities)

09073Q105

---

(CUSIP Number)

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

---

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.	09073Q105
1	Names of Reporting Persons
	Marius Nacht
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☑ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			0
		8	Shared Voting Power
			170,961,770 (1)
		9	Sole Dispositive Power
			0
		10	Shared Dispositive Power
			170,961,770
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	170,961,770
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	☐
13	Percent of Class Represented by Amount in Row (11)
	12.3% (2)
14	Type of Reporting Person (See Instructions)
	IN

 

The undersigned, Angels Investments in Hi Tech Ltd. (“Angels”) and Marius Nacht (collectively, the “Reporting Persons”), hereby file this Amendment No. 4 to Schedule 13D (the “Amendment”), which amends the Schedule 13D originally filed on February 16, 2017, as amended by Amendment No. 1 to Schedule 13D, filed on September 27, 2017, as amended by Amendment No. 2 to Schedule 13D, filed on November 12, 2019, as amended by Amendment No. 3 to Schedule 13D, filed on February 2, 2021, and as amended by Amendment No. 4 to Schedule 13D, filed on January 11, 202 by the Reporting Persons, with respect to the Ordinary Shares, no value (the “Ordinary Shares”), of BiondVax Pharmaceuticals Ltd., an Israeli company (the “Issuer”).  The Amendment amends and supplements Items 5(a), 5(b) and 6 of the Schedule 13D.

(a) and (b)

As of the date of this Amendment, Angels holds 170,961,770 Ordinary Shares (representing 427,404 ADS), constituting approximately 12.3% of the issued and outstanding Ordinary Shares (including the pre-funded warrants).

In connection with a public offering of the Issuer, which was completed on December 20, 2022, the Reporting Persons entered into a lock-up agreement in favor of the underwriter of the public offering, pursuant to which the Reporting Persons agreed not to, except in limited circumstances, transfer or dispose of, any Ordinary Shares or any securities convertible into, or exercisable or exchangeable for, Ordinary Shares, for a period of 90 days after the closing of the public offering.

	MARIUS NACHT
	By:	/s/ Marius Nacht

---