Current Report Filing (8-k)
December 30 2022 - 5:01PM
Edgar (US Regulatory)
0000764195
false
VBI Vaccines Inc/BC
0000764195
2022-12-29
2022-12-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December
29, 2022
VBI
VACCINES INC.
(Exact
name of registrant as specified in its charter)
British
Columbia, Canada |
|
001-37769 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
160
Second Street, Floor 3
Cambridge,
Massachusetts |
|
02142 |
(Address of principal executive
offices) |
|
(Zip Code) |
(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:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
Common Shares, no par value
per share |
|
VBIV |
|
The NASDAQ Stock Market
LLC |
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 ☐
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. ☐
Item
8.01 Other Events.
As
previously reported, on July 1, 2022, VBI Vaccines Inc. (the “Company”) received a letter from the Listing Qualifications
Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s
common shares for the 30 consecutive business day period between May 18, 2022 through June 30, 2022, the Company did not meet the minimum
bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the
“Minimum Bid Price Requirement”). The letter also indicated that the Company will be provided with a compliance period of
180 calendar days, or until December 28, 2022 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq
Listing Rule 5810(c)(3)(A).
On
December 29, 2022, the Company received a letter from Nasdaq notifying the Company that the Company has been granted an additional
180-day period, or until June 26, 2023, to regain compliance with the Minimum Bid Price Requirement. The new compliance period
is an extension of the initial Compliance Period provided for in Nasdaq’s deficiency notice to the Company, dated July 1, 2022.
Nasdaq’s determination was based on the Company meeting the continued listing requirement for market value of publicly held shares
and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement,
and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse
stock split, if necessary.
If
compliance with the Minimum Bid Price Requirement cannot be demonstrated by June 26, 2023, Nasdaq will provide written notification
that the Company’s common shares could be delisted. In such event, Nasdaq rules permit the Company to appeal any delisting determination
to a Nasdaq Hearings Panel. Accordingly, there can be no assurance that the Company will be able to regain compliance with the Nasdaq
listing rules or maintain its listing on the Nasdaq Stock Market.
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.
|
VBI
Vaccines Inc. |
|
|
|
Date:
December 30, 2022 |
By:
|
/s/
Chris McNulty |
|
|
Chris
McNulty |
|
|
Chief
Financial Officer and Head of Business Development |
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