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CUSIP No. 91822J103
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13D
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Page 2 of 9
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1.
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names
of reporting persons
i.r.s. identification no. of above persons (entities only)
PERCEPTIVE ADVISORS LLC
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2.
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check
the appropriate box if a group*
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(a)
x
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(b)
o
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3.
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sec
use only
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4.
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sources
of funds
OO (Funds from Investment Advisory Clients).
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
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6.
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citizenship
or place of organization
DELAWARE
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number
of
shares
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7.
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sole
voting power
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0
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beneficially
owned by
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8.
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shared
voting power
|
8,602,257
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each
reporting
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9.
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sole
dispositive power
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0
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person
with
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10.
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shared
dispositive power
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8,602,257
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|
11.
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aggregate
amount beneficially owned by each reporting person 8,602,257
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
o
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13.
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percent
of class represented by amount in row 11 20.5%
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14.
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type
of reporting person*
IA
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CUSIP No. 91822J103
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13D
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Page 3 of 9
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1.
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names
of reporting persons
i.r.s. identification no. of above persons (entities only)
JOSEPH EDELMAN
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2.
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check
the appropriate box if a group*
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(a)
x
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(b)
o
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3.
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sec
use only
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|
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4.
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sources
of funds
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
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6.
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citizenship
or place of organization
UNITED STATES OF AMERICA
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number
of
shares
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7.
|
sole
voting power
|
0
|
beneficially
owned by
|
8.
|
shared
voting power
|
8,602,257
|
each
reporting
|
9.
|
sole
dispositive power
|
0
|
|
person
with
|
10.
|
shared
dispositive power
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8,602,257
|
|
11.
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aggregate
amount beneficially owned by each reporting person 8,602,257
|
|
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
o
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13.
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percent
of class represented by amount in row 11 20.5%
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14.
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type
of reporting person*
IN
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CUSIP No. 91822J103
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13D
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Page 4 of 9
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1.
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names
of reporting persons
i.r.s. identification no. of above persons (entities only)
P
erceptive
L
ife
S
ciences
M
aster
F
und,
L
td
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2.
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check
the appropriate box if a group*
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(a)
x
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(b)
o
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3.
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sec
use only
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4.
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sources
of funds
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
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6.
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citizenship
or place of organization
CAYMAN ISLANDS
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number
of
shares
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7.
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sole
voting power
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0
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beneficially
owned by
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8.
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shared
voting power
|
6,213,314
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each
reporting
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9.
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sole
dispositive power
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0
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person
with
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10.
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shared
dispositive power
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6,213,314
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11.
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aggregate
amount beneficially owned by each reporting person 6,213,314
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
o
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13.
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percent
of class represented by amount in row 11 15.5%
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14.
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type
of reporting person*
CO
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CUSIP No. 91822J103
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13D
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Page 5 of 9
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1.
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names
of reporting persons
i.r.s. identification no. of above persons (entities only)
P
erceptive
C
redit
H
oldings,
LP
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2.
|
check
the appropriate box if a group*
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(a)
x
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(b)
o
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3.
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sec
use only
|
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|
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4.
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sources
of funds
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
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|
|
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6.
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citizenship
or place of organization
DELAWARE
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number
of
shares
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7.
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sole
voting power
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0
|
beneficially
owned by
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8.
|
shared
voting power
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2,068,824
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each
reporting
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9.
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sole
dispositive power
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0
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person
with
|
10.
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shared
dispositive power
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2,068,824
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11.
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aggregate
amount beneficially owned by each reporting person 2,068,824
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
o
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13.
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percent
of class represented by amount in row 11 4.9%
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14.
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type
of reporting person*
PN
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CUSIP No. 91822J103
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13D
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Page 6 of 9
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ITEM 1
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Security
and Issuer
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This
Schedule 13D relates to the common stock, par value $0.001 (the “Common Stock”), of VBI Vaccines, Inc. (the “Issuer”).
The address of the principal executive offices of the Issuer is 222 Third Street, Suite 2241, Cambridge, MA 02142.
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ITEM 2
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Identity
and Background
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(a)
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The
names of the persons filing this Schedule 13D (the “Schedule”) are Perceptive
Advisors, LLC, a Delaware limited liability company (the “Investment Manager”),
Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands company (the “Fund”),
Perceptive Credit Holdings, LP, a Delaware limited partnership (the “Credit Fund’)
and Joseph Edelman, the managing member of the Investment Manager and the control person
of the general partner of the Credit Fund. Such reporting persons are collectively referred
to herein as the “Reporting Persons.”
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The
Investment Manager, in its capacity as investment manager of the Fund and the Credit Fund and investment manager to a managed
account (the “Managed Account”), has sole power to vote and dispose of the shares of Common Stock held by the Fund
and the Managed Account. Each of the Investment Manager and Joseph Edelman disclaims any economic interest in or beneficial ownership
of the shares of Common Stock covered by this Schedule.
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(b)
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The
business address of the Reporting Persons is 51 Astor Place 10
th
Floor, New
York, NY 10003.
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(c)
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This
Schedule is filed on behalf of the Investment Manager, the Fund, the Credit Fund and
Joseph Edelman. The Fund and the Managed Account are the record and direct beneficial
owner of the shares of Common Stock reported herein. The Credit Fund is the direct beneficial
owner of warrants (the “Warrants”) to purchase shares of Common Stock. The
Investment Manager is the investment manager to the Fund, the Credit Fund and the Managed
Account. Mr. Edelman is the managing member of the Investment Manager and the control
person of the general partner of the Credit Fund. The principal business of the Investment
Manager is purchasing, holding and selling securities for investment purposes. The principal
business of the Fund, the Credit Fund and the Managed Account is to invest in securities.
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(d)
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During
the past five years none of the Reporting Persons has been convicted in a criminal proceeding.
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(e)
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During
the past five years none of the Reporting Persons has been a party to a civil proceeding
as a result of which it is subject to a judgment, decree or final order enjoining it
from or mandating activities subject to federal or state securities laws, or finding
it in violation of such laws.
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(f)
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Perceptive
Advisors LLC and Perceptive Credit Holdings, LP are organized under the laws of Delaware,
USA. Perceptive Life Sciences Master Fund, Ltd is organized under the laws of the Cayman
Islands. Mr. Edelman is a citizen of the United States of America.
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ITEM
3 Source and Amount of Funds or Other Consideration
The
Fund and the Managed Account purchased the shares of Common Stock in a private transaction utilizing its respective working capital.
The Credit Fund purchased the Warrants in a private transaction utilizing its respective working capital.
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CUSIP No. 91822J103
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13D
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Page 7 of 9
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ITEM 4
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Purpose
of Transaction
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Except
with respect to the Credit Fund, the Reporting Persons purchased shares of Common Stock of the Issuer in a private placement transaction
that was in the ordinary course of business. The Reporting Persons had previously purchased shares of Common Stock of the Issuer
in previous private placement transactions. The Credit Fund received the Warrants from the Issuer in connection with a loan made
by the Credit Fund to a subsidiary of the Issuer. Additionally, the Credit Fund had previously received Warrants from the Issuer
in connection with a loan made by the Credit Fund to a subsidiary of the Issuer. The shares of Common Stock and the Warrants are
held for investment purposes.
Each
Reporting Person expects to continuously review such persons investment in the Issuer and, depending on various factors including
but not limited to, the price of the shares of Common Stock, the terms and conditions of the transaction, prevailing market conditions
and such other considerations as such Reporting Person deems relevant, may at any time or from time to time, and subject to any
required regulatory approvals, acquire additional shares of Common Stock, preferred stock or other securities convertible into
or exercisable or exchangeable for Common Stock from time to time on the open market, in privately- negotiated transactions, directly
from the Issuer, or upon the exercise or conversion of securities convertible into or exercisable or exchangeable for Common Stock.
Each
Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements dispose
or distribute some or all of its of his Common Stock or such other securities as it or he owns or may subsequently acquire depending
on various factors, including but not limited to, the price of the shares, the terms and conditions of the transaction and prevailing
market conditions, as well as the liquidity and diversification objectives.
Consistent
with their investment intent, each Reporting Person may from time to time discuss with the Issuer’s management, directors,
other shareholders and others, the Issuer’s performance, business, strategic direction, capital structure, product development
program, prospects and management, as well as various ways of maximizing stockholder value, which may or may not include extraordinary
transactions. Each Reporting Person intends to participate in and influence the affairs of the Issuer through the exercise of
its voting rights with respect to their shares of Issuer Common Stock. In addition, an employee of the Investment Manager serves
on the board of directors of the Issuer. Furthermore, the Credit Fund is a lender to the Issuer.
Except
as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plans or proposals that relates or would result
in any of the transactions or other matters specified in clauses (a) though (j) of Item 4 of Schedule 13D. Each Reporting Person
may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate
plans or proposals with respect thereto.
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Sole Voting
Power
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Shared Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Perceptive Advisors LLC
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0
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8,602,824
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0
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6,533,433
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Perceptive Life Sciences Master Fund, Ltd
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0
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6,213,314
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0
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6,213,314
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Perceptive Credit Holdings LP
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0
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2,068,824
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0
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2,068,824
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Joseph Edelman
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0
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8,602,824
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0
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8,602,824
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ITEM
5 Interest in Securities of the Issuer
(a)-(b)
Joseph Edelman and the Investment Manager may be deemed for purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, to be the beneficial owners of an aggregate of 8,602,824 shares of Common Stock as of December 6, 2016, which represent
20.5% of the Issuer’s outstanding shares of Common Stock. Such 8,602,257 shares of Common Stock are comprised of (1) 6,213,314
shares of Common Stock held by the Fund; (ii) 320,119 shares of Common Stock held by the Managed Account; and (iii) 2,068,824
shares of Common Stock held as Warrants by the Credit Fund. The Fund and the Credit Fund may be deemed for purposes of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, to be the beneficial owners of the number of shares of Common Stock set
forth on the cover pages hereto.
The
percentage calculation was based on 39,979,644 shares outstanding which is the total number of shares outstanding as of December
6, 2016 based on a representation provided by the Chief Financial Officer of the Issuer.
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CUSIP No. 91822J103
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13D
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Page 8 of 9
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(c)
Except as set forth below, there have been no transactions in the shares of the Common Stock by any of the Reporting Persons in
the last 60 days.
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Date
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Shares Purchased
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Price
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December 6, 2016
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3,475,000
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3.05
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December 6, 2016
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363,771 (Warrants)
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4.13
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December 6, 2016
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1,341,282 (Warrants)
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3.355
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(d)-(e)
Not applicable
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ITEM 6
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Contracts,
Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
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Pursuant
to a Share Purchase Agreement dated December 5, 2016 between the Issuer, the Managed Account and the Fund, the Managed Account
and the Fund purchased a total of 3,475,00 shares of Common Stock of the Issuer at $3.05 per share. Pursuant to a Second Closing
Effective Date Warrant dated December 6, 2016 between the Issuer and the Credit Fund, the Credit Fund received in connection with
a loan made by the Credit Fund to a subsidiary of the Issuer: (i) 363,771 Warrants with an exercise price $4.13 per share of Common
Stock and (ii) 1,341,282 Warrants with an exercise price of 3.355 per share of Common Stock. Pursuant to an Amended and Restated
Credit Agreement and Guaranty between a subsidiary of the Issuer and the Credit Fund, the Credit Fund agreed to loan $15,000,000
to a subsidiary of the Issuer.
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ITEM 7
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Material
to the Filed at Exhibits
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Exhibit 1:
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Joint
Filing Agreement
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Exhibit 2:
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Share
Purchase Agreement
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Exhibit 3:
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Second
Closing Effective Date Warrant
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Exhibit 4:
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Amended
and Restated Credit Agreement and Guaranty
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CUSIP No. 91822J103
|
13D
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Page 9 of 9
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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December
9, 2016
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Date
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PERCEPTIVE ADVISORS
LLC
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/s/ Joseph Edelman
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Signature
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Joseph Edelman/Managing Member
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Name/Title
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December
9, 2016
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Date
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PERCEPTIVE LIFE
SCIENCES MASTER FUND, LTD
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/s/ Joseph Edelman
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Signature
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Joseph Edelman/Managing Member
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Name/Title
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PERCEPTIVE CREDIT HOLDINGS, LP
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December 9, 2016
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Date
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/s/ Joseph Edelman
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Signature
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Joseph Edelman/Managing Member
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Name/Title
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December 9, 2016
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Date
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/s/ Joseph Edelman
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Signature
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Joseph Edelman
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Name/Title
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§240.13d-7 for other parties for whom copies are to be sent.