Current Report Filing (8-k)
March 30 2017 - 8:38AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): March 29, 2017
VBI
VACCINES INC.
(Exact
name of registrant as specified in its charter)
British
Columbia, Canada
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000-37769
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N/A
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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222
Third Street, Suite 2241
Cambridge,
Massachusetts
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02142
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(Address
of principal executive offices)
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(Zip
Code)
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(617)
830-3031
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
March 29, 2017, Variation Biotechnologies Inc. (“VBI Cda”), a wholly-owned subsidiary of VBI Vaccines Inc. (the “Company”),
entered into an amendment (the “Amendment”), effective January 1, 2017, to its consulting agreement with F. Diaz-Mitoma
Professional Corporation pursuant to which Dr. Francisco Diaz-Mitoma serves as the Company’s Chief Medical Officer (the
“Consulting Agreement”). Pursuant to the Amendment, (i) the term of the Consulting Agreement was extended until December
31, 2017, constituting a one year term, (ii) the cash consulting fee was increased from CAD $40,000 to CAD $41,080 per month and
(iii) VBI Cda agreed to pay a performance-based bonus for 2016 services equal to USD $115,733. In addition, VBI Cda agreed to
cause the Company to issue Dr. Diaz-Mitoma, as the designee of his professional corporation, pursuant to the VBI Vaccines Inc.
Incentive Plan, (a) 12,500 common shares of the Company and (b) 20,000 stock options to purchase common shares of the Company,
subject to the terms and conditions of the applicable option agreement.
The
foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed
with this Current Report on Form 8-K as Exhibit 10.2.
Item
7.01 Regulation FD Disclosure.
On
March 30, 2017, the Company issued a press release. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated
by reference in this Item 7.01.
The
information disclosed under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed “filed” with the U.S. Securities
and Exchange Commission (the “SEC”) nor incorporated by reference into any filing made under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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10.1+
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Consulting Agreement
with F. Diaz-Mitoma Professional Corporation (incorporated by reference to Exhibit 10.42 to the annual report on Form 10-K
(SEC File No. 001-37769), filed with the SEC on March 20, 2017).
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10.2*+
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Amendment to Consulting
Agreement with F. Diaz-Mitoma Professional Corporation.
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99.1**
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Press Release dated
March 30, 2017.
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*
Filed herewith
**
Furnished herewith
+
Indicates a management contract or compensatory plan.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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VBI Vaccines Inc.
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Date: March 30, 2017
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By:
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/s/
Jeff Baxter
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Jeff Baxter
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President and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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10.1+
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Consulting Agreement
with F. Diaz-Mitoma Professional Corporation (incorporated by reference to Exhibit 10.42 to the annual report on Form 10-K
(SEC File No. 001-37769), filed with the SEC on March 20, 2017).
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10.2*+
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Amendment to Consulting
Agreement with F. Diaz-Mitoma Professional Corporation.
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99.1**
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Press Release dated
March 30, 2017.
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*
Filed herewith
**
Furnished herewith
+
Indicates a management contract or compensatory plan.
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