Current Report Filing (8-k)
October 02 2017 - 5:02PM
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): September 28, 2017
VBI
VACCINES INC.
(Exact
name of registrant as specified in its charter)
British
Columbia, Canada
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001-37769
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]
Item 1.01
Entry into a Material Definitive Agreement.
As
previously reported, Variation Biotechnologies (US), Inc. (the “Borrower”), a subsidiary of VBI Vaccines, Inc. (the
“Company”), the guarantors on the signature pages thereto (the “Guarantors”), and Perceptive Credit Holdings,
L.P. (“Perceptive”) are parties to that certain Amended and Restated Credit Agreement and Guaranty, dated December
6, 2016, (the “Existing Credit Agreement”). The Existing Credit Agreement provided that the Company is required have
raised at least $15,000,000 in cash common equity upon terms and conditions reasonably satisfactory to Perceptive on or before
September 30, 2017 (the “Milestone”).
On
September 28, 2017 the Borrower, the Company, the Guarantors and Perceptive entered into an Amendment to Amended and Restated
Credit Agreement and Guaranty (the “Amendment”), to modify the date that the Company is required to have achieved
the Milestone from September 30, 2017 to November 30, 2017.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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: October
2, 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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