Exhibit 99.1

AMENDMENT NO. 1 TO ADS WARRANT AGENT AGREEMENT

This Amendment No.1 to ADS Warrant Agent Agreement (the “Amendment”) is made as of January 16, 2020 (the “Amendment Effective Date”) by and between BiondVax Pharmaceuticals Ltd. (the “Company”) and The Bank of New York Mellon (the “Warrant Agent”, and together with the Company, the “Parties”).

WITNESETH

WHEREAS, the Parties have entered into that certain ADS Warrant Agent Agreement dated May 15, 2015 (the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement to enable Holders to exercise their warrants via cashless exercise at any time;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties hereby agree as follows:

1. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Agreement, unless the context requires otherwise.

2. In accordance with Section 8.12(c) of the Agreement, Section 3.3.7 is hereby amended in its entirety to read as follows:

“3.3.7 Cashless Exercise.

(i) If a Holder is entitled to exercise Warrants, it may elect to exercise on a cashless basis in accordance with Section 3.3.7(iii) below.

(ii) The Company shall provide to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant ADSs via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant ADSs, the Company shall, at the election of the Holder, which shall be given within five (5) days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the exercise price to the Holder. If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrant shall only be exercisable on a cashless basis in accordance with Section 3.3.7(iii) below.

(iii) In the case of “cashless exercise”, notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant ADSs. Upon a “cashless exercise”, the Holder shall be entitled to receive the number of Warrant ADSs equal to the quotient obtained by dividing (A-B) (X) by (A), where:

(A) = the VWAP on the Business Day immediately preceding the Exercise Date;

(B) = the Exercise Price of the Warrant, as adjusted as set forth herein; and

(X) = the number of Warrant ADSs that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant ADSs issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility or obligation under this section to calculate, the number of Warrant ADSs issuable in connection with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or pursuant to this Warrant Agreement.

A Holder that exercises Warrants in a cashless exercise will still be required to pay the applicable Issuance Fee as a condition of making that exercise.”

3. The Agent shall notify the Holders of the substance of this Amendment.

4. Except as specifically amended herein, the provisions of the Agreement shall continue in full force and effect.

[signature page follows]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

[Amendment to ADS Warrant Agent Agreement - signature page]

3

Exhibit 99.2

NOTICE TO HOLDERS OF WARRANTS OF BIONDVAX PHARMACEUTICALS LTD.

WARRANT CUSIP: 09073Q 113

YOU ARE HEREBY NOTIFIED that BiondVax Phamaceuticals Ltd. (the “Company”) and The Bank of New York Mellon, as warrant agent, have amended the ADS Warrant Agreement dated as of May 15, 2015 (the “Agreement”) effective January 16, 2020 to provide that a holder of the above-referenced warrants (the “Warrants”) that is entitled to exercise Warrants may elect to exercise on a cashless basis (in addition to exercise on a cash basis).

Section 3.3.7. of the Agreement, as amended, provides as follows:

“3.3.7 Cashless Exercise.

(i) If a Holder is entitled to exercise Warrants, it may elect to exercise on a cashless basis in accordance with Section 3.3.7(iii) below.

(ii) The Company shall provide to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant ADSs via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant ADSs, the Company shall, at the election of the Holder, which shall be given within five (5) days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the exercise price to the Holder. If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrant shall only be exercisable on a cashless basis in accordance with Section 3.3.7(iii) below.

(iii) In the case of “cashless exercise”, notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant ADSs. Upon a “cashless exercise”, the Holder shall be entitled to receive the number of Warrant ADSs equal to the quotient obtained by dividing (A-B) (X) by (A), where:

(A) = the VWAP on the Business Day immediately preceding the Exercise Date;

(B) = the Exercise Price of the Warrant, as adjusted as set forth herein; and

(X) = the number of Warrant ADSs that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant ADSs issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility or obligation under this section to calculate, the number of Warrant ADSs issuable in connection with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or pursuant to this Warrant Agreement.

A Holder that exercises Warrants in a cashless exercise will still be required to pay the applicable Issuance Fee as a condition of making that exercise.”

Exhibit 99.3

BiondVax Announces Warrant Agreement Amendment to Permit Holders of Warrants to Exercise both on a Cash and Cashless Basis

Jerusalem, Israel – January 16, 2020 — BiondVax Pharmaceuticals Ltd. (Nasdaq: BVXV), a Phase 3 clinical stage biopharmaceutical company focused on developing and commercializing M-001, a universal flu vaccine candidate, announced that effective January 16, 2020, the Company will permit holders of all outstanding warrants of the Company (“Warrants”) issued to investors in connection with its initial public offering on Nasdaq (the “Warrant holders”) to exercise their warrants on a cashless exercise basis. Warrant holders will continue to be able to exercise their Warrants on a cash basis as well. No other terms of the Warrants are being amended. 

The cashless exercise right being offered to Warrant holders allows them to capture the value between the current price of Biondvax’s American Depositary Shares (“ADSs”) and the exercise price of the warrants without the need to provide cash on exercise.  At the same time, it results in fewer ADSs being issued to them.

Cashless exercise would enable Warrant holders to exercise their Warrants without paying cash but rather paying the exercise price from the value of the ADSs of BiondVax that would otherwise be issued to the Warrant holder were the Warrants exercised on a cash basis. The Warrant holders exercising on a cashless basis would receive a number of ADSs equal in value to the market value of one ADS at the time of exercise (calculated according to a formula in the amendment to warrant agreement) less the exercise price of the warrants multiplied by the number of Warrants being exercised. This description of the manner for determining the number of shares issuable to a Warrant holder that exercises on a cashless basis is qualified in its entirety by the amendment to the warrant agreement to be submitted to the Securities and Exchange Commission today on Form 6-K.

About BiondVax

BiondVax (NASDAQ: BVXV) is a Phase 3 clinical stage biopharmaceutical company developing a universal flu vaccine. The vaccine candidate, called M-001, is designed to provide multi-strain and multi-season protection against current and future, seasonal and pandemic influenza. BiondVax’s proprietary technology utilizes a unique combination of conserved and common influenza virus peptides intended to stimulate both arms of the immune system for a cross-protecting and long-lasting effect. In a total of 6 completed Phase 1/2 and Phase 2 clinical trials, covering 698 participants, the vaccine has been shown to be safe, well-tolerated, and immunogenic. The ongoing pivotal Phase 3 clinical trial aims to assess safety and effectiveness of M-001 in reducing flu illness and severity. Please visit www.biondvax.com.

Contact Details

Joshua E. Phillipson | +972 8 930 2529 | j.phillipson@biondvax.com

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995. Words such as “expect,” “believe,” “intend,” “plan,” “continue,” “may,” “will,” “anticipate,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements reflect the management’s current views with respect to certain current and future events and are subject to various risks, uncertainties and assumptions that could cause the results to differ materially from those expected by the management of BiondVax Pharmaceuticals Ltd. Risks and uncertainties include, but are not limited to, the prosecution and outcome of the ongoing Phase 2 and Phase 3 trials and any subsequent trials; timing of publication by NIAID of the results of the NIH/NIAID conducted Phase 2 clinical trial in the USA; timing of receipt of regulatory approval of the new manufacturing facility; ability to demonstrate the efficacy and safety of the vaccine; the timing of clinical trials and marketing approvals; the risk that drug development involves a lengthy and expensive process with uncertain outcome; the ability of the Company to maintain, preserve and defend its intellectual property and patents granted; whether our vaccine candidate will successfully advance through the clinical trial process on a timely basis, or at all, and receive approval from the United States Food and Drug Administration or equivalent foreign regulatory agencies; the adequacy of available cash resources and the ability to raise capital when needed. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2018 filed with the U.S. Securities and Exchange Commission, or SEC, which is available on the SEC’s website, www.sec.gov, and in the Company’s periodic filings with the SEC. We undertake no obligation to revise or update any forward-looking statement for any reason.