As filed with the Securities and Exchange Commission on April 6, 2017

 

Registration No. 333-216238

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Amendment No. 4

to

Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Bioblast Pharma Ltd.

(Exact name of registrant as specified in its charter)

 

State of Israel   2834   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

Mr. Fredric Price
Bioblast Pharma Ltd.

37 Dereh Menachem Begin St.,
15th Floor

 

Zysman, Aharoni, Gayer and
Sullivan & Worcester LLP

1633 Broadway

Tel-Aviv 6522042 Israel

Tel: +972-72-240-9060

 

New York, NY 10019

Tel: 212.660.5000

(Address, including zip code, and telephone number,   (Name, address, including zip code, and telephone
including area code, of registrant’s principal executive offices)   number, including area code, of agent for service)

 

Copies to:

 

Oded Har-Even, Esq.

Shy S. Baranov, Esq.

Robert V. Condon III, Esq.

Zysman, Aharoni, Gayer and

Sullivan & Worcester LLP

1633 Broadway

New York, NY 10019

Tel: 212.660.5000

 

Mor Limanovich, Adv.

David Huberman, Adv.

Zysman, Aharoni, Gayer & Co.

41-45 Rothschild Blvd.

Beit Zion

Tel-Aviv, Israel 65784

Tel: +972.3.795.5555

 

Rick A. Werner, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th
Floor

New York, NY 10112

Tel: 212.659.7300 

 

Dr. Zvi Gabbay, Adv.

Barnea & Co.
HaRakevet St. 58
Tel Aviv, Israel
6777016
Tel: +972.3.640.0600

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

  

 

 

EXPLANATORY NOTE

 

This Amendment is filed solely to file Exhibit 5.2 and to reflect such filing in the Index to Exhibits. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 6, 7, or 9 of Part II of the Registration Statement.

 

  

 

 

Item 8. Exhibits and Financial Statement Schedules

 

Exhibits:

 

Exhibit    
Number   Exhibit Description
1.1*   Form of Underwriting Agreement by and among Bioblast Pharma Ltd. and the underwriters named therein.
3.1*   Amended and Restated Articles of Association of the Company, filed as Exhibit 3.2 to Form F-1/A filed on July 8, 2014 (File No. 333-193824), and incorporated herein by reference.
4.1*   Form of Series A Warrant.
4.2*   Form of Pre-Funded Series B Warrant.
4.3*   Form of Ordinary Share Purchase Warrant issued to investors on March 22, 2016, filed as Exhibit 4.1 to Form 6-K filed on March 18, 2016 (File No. 001-36578), and incorporated herein by reference.
5.1*   Opinion of Zysman, Aharoni, Gayer & Co., Israeli counsel to Bioblast Pharma Ltd., as to the validity of the Ordinary Shares being offered (including consent).
5.2   Opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, U.S. counsel to Bioblast Pharma Ltd.
10.1*   Bioblast Pharma Ltd. 2013 Incentive Option Plan, as amended, filed as Exhibit 4.1 to Form 20-F filed on March 29, 2016 (File No. 001-36578), and incorporated herein by reference.
10.2*   Bioblast Pharma Ltd. Compensation Policy for Company Office Holders, included in Exhibit 99.1 to Form 6-K filed on March 31, 2015 (File No. 001-36578), and incorporated herein by reference.
10.3*   Form of Indemnification Agreement, filed as Exhibit 10.4 to Form F-1/A filed on April 8, 2014 (File No. 333-193824) and incorporated herein by reference.
23.1*   Consent of Kost Forer Gabbay & Kasierer (a Member of EY Global).
23.2*   Consent of Zysman, Aharoni, Gayer & Co. (included in Exhibit 5.1).
23.3   Consent of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP (included in Exhibit 5.2).
24.1*   Power of Attorney (included on the signature page of the Registration Statement).
101*   The following materials from our registration statement on Form F-1 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Changes in Shareholders' Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Consolidated Notes to Financial Statements, tagged as blocks of text and in detail.

 

  * Previously filed.

 

Financial Statement Schedules:

 

All financial statement schedules have been omitted because either they are not required, are not applicable or the information required therein is otherwise set forth in our financial statements and related notes thereto.

 

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, Israel on April 6, 2017.

 

  BIOBLAST PHARMA LTD.
     
     
  By: /s/ Fredric Price
    Fredric Price,
    Executive Chairman of the Board of Directors and Chief
Executive Officer

 

Pursuant to the requirements of the Securities Act, this registration statement on Form F-1 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Fredric Price   Executive Chairman of the Board of Directors,   April 6, 2017
Fredric Price   Chief Executive Officer    
         
/s/ Chaime Orlev   Chief Financial Officer, Vice President of   April 6, 2017
Chaime Orlev   Finance and Administration    
         
/s/ *   Director   April 6, 2017
Michael Burshtine        
         
/s/ *   Director   April 6, 2017
Thomas I.H. Dubin        
         
/s/ *   Director   April 6, 2017
Colin Foster        
         
/s/ *   Director   April 6, 2017
Robert Friedman        
         
/s/ *   Director   April 6, 2017
Marlene Haffner        
         
/s/ *   Director   April 6, 2017
Dr. Dalia Megiddo        
         
/s/ *    Director   April 6, 2017
Ran Nussbaum        
         
/s/ *   Director   April 6, 2017
Dr. Ralf Rosskamp        

 

*By: /s/ Fredric Price  
  Fredric Price  
  Attorney-in-fact  

  

  

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act, as amended, the undersigned, Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, the duly authorized representative in the United States of Bioblast Pharma Ltd. has signed this registration statement on April 6, 2017.

 

 

  /s/ ZYSMAN, AHARONI, GAYER AND
  SULLIVAN & WORCESTER LLP

 

  

 

 

Exhibit 5.2

 

 

April 6, 2017

 

Bioblast Pharma Ltd.

37 Dereh Menachem Begin St., 15th Floor

Tel-Aviv 6522042 Israel

 

 Re: Registration Statement on Form F-1

 

Ladies and Gentlemen:

 

This opinion is furnished to you in connection with a Registration Statement on Form F-1 (Registration No. 333-216238) (as amended to date, the “Registration Statement”) filed by Bioblast Pharma Ltd., an Israeli company (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration and proposed offering of (A) 6,414,474 Class A Units, with each Class A Unit consisting of (i) one ordinary share, par value NIS 0.01 per share of the Company (each, an “Ordinary Share”), and (ii) warrants (the “Series A Warrants,” and together with the Ordinary Shares, the “Class A Units”) to purchase 0.75 Ordinary Share per such warrant, or 4,810,855 Ordinary Shares in the aggregate, and (B) 2,166,667 Class B Units, with each Class B Unit consisting of (i) a pre-funded warrant (the “Series B Warrants”) to purchase one Ordinary Share per such warrant, or 2,166,667 Ordinary Shares in the aggregate, and (ii) one Series A Warrant (together with the Series B Warrants, the “Class B Units,” and the Class B Units, together with the Class A Units, the “Securities”) to purchase 0.75 Ordinary Share per such warrant, or 1,625,000 Ordinary Shares in the aggregate. The Securities are being registered by the Company, which has engaged H.C. Wainwright & Co., LLC to act as representative of the underwriters in connection with a public offering of the Company (the “Offering”).

 

We are acting as U.S. securities counsel for the Company in connection with the Registration Statement. We have examined signed copies of the Registration Statement and have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us by the Company, the articles of association of the Company, as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.

 

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion. Because the agreement governing the Series A Warrants and the Series B Warrants contain provisions stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. With respect to the Ordinary Shares and the Ordinary Shares underlying the Series A Warrants and the Series B Warrants being duly and validly issued, fully paid and non-assessable, we have relied on the opinion of Zysman, Aharoni, Gayer & Co. Law Offices filed as an exhibit to the Registration Statement as filed with the Commission.

 

Based upon and subject to the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Securities Act, each of the Series A Warrants, Series B Warrants, Class A Units and Class B Units, if and when issued and paid for in accordance with the terms of the Offering, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

 

The opinion set forth herein is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect). In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' and debtors' rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

 

 

 

 

  

This opinion is rendered to you in connection with the filing of the Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

 

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement and in any Registration Statement pursuant to Rule 462(b) under the Securities Act. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

 

  Very truly yours,
   
  /s/ Zysman, Aharoni, Gayer and Sullivan & Worcester LLP
   
  Zysman, Aharoni, Gayer and Sullivan & Worcester LLP