VBI Vaccines Announces $2 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
April 09 2024 - 2:45PM
Business Wire
VBI Vaccines Inc. (Nasdaq: VBIV) (VBI), a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease, today announced that it has entered into
definitive agreements for the sale and issuance of 2,272,728 common
shares (or pre-funded warrants in lieu thereof) of VBI at an
offering price of $0.88 per common share (or per pre-funded warrant
in lieu thereof), in a registered direct offering priced
at-the-market under the Nasdaq rules. In a concurrent private
placement, VBI will issue unregistered warrants to purchase up to
2,272,728 common shares. The warrants have an exercise price of
$0.76 per share, will be exercisable on the date of issuance, and
will expire five years following the date of issuance. The closing
of the offering is expected to occur on or about April 11, 2024,
subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to VBI from this offering are expected to be
approximately $2 million, before deducting the placement agent’s
fees and other offering expenses. VBI intends to use the net
proceeds from this offering for working capital and general
corporate purposes.
A “shelf” registration statement (File Number 333-267109)
relating to the offered securities being offered in the registered
direct offering (but not the unregistered warrants and the shares
of common stock underlying the unregistered warrants) was filed
with the Securities and Exchange Commission (“SEC”) on August 26,
2022 and was declared effective on September 6, 2022. The offering
of the securities in the registered direct offering is being made
only by means of a prospectus, including a prospectus supplement,
forming a part of an effective registration statement. A prospectus
supplement and accompanying prospectus relating to the registered
direct offering will be filed with the SEC. Electronic copies of
the prospectus supplement and accompanying prospectus may be
obtained, when available, on the SEC’s website at www.sec.gov or by
contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd
Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at
placements@hcwco.com.
The unregistered warrants described above are being offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”), and/or Regulation D
promulgated thereunder and, along with the shares of common stock
underlying such unregistered warrants, have not been registered
under the Securities Act, or applicable state securities laws.
Accordingly, the unregistered warrants and underlying shares of
common stock may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About VBI Vaccines Inc.
VBI Vaccines Inc. (“VBI”) is a biopharmaceutical company driven
by immunology in the pursuit of powerful prevention and treatment
of disease. Through its innovative approach to virus-like particles
(“VLPs”), including a proprietary enveloped VLP (“eVLP”) platform
technology and a proprietary mRNA-launched eVLP (“MLE”) platform
technology, VBI develops vaccine candidates that mimic the natural
presentation of viruses, designed to elicit the innate power of the
human immune system. VBI is committed to targeting and overcoming
significant infectious diseases, including hepatitis B,
coronaviruses, and cytomegalovirus (CMV), as well as aggressive
cancers including glioblastoma (GBM). VBI is headquartered in
Cambridge, Massachusetts, with research operations in Ottawa,
Canada, and a research and manufacturing site in Rehovot,
Israel.
Cautionary Statement on Forward-looking Information
Certain statements in this press release that are
forward-looking and not statements of historical fact are
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995
and are forward-looking information within the meaning of Canadian
securities laws (collectively, “forward-looking statements”). The
Company cautions that such forward-looking statements involve risks
and uncertainties that may materially affect the Company’s results
of operations. Such forward-looking statements are based on the
beliefs of management as well as assumptions made by and
information currently available to management. Actual results could
differ materially from those contemplated by the forward-looking
statements as a result of certain factors, including but not
limited to, the Company’s ability to complete of the registered
direct offering and satisfy the customary closing conditions, the
ability to use of the gross proceeds from the registered direct
offering for the intended use, the Company’s ability to regain and
maintain compliance with the listing standards of the Nasdaq
Capital Market, the Company’s ability to satisfy all of the
conditions to the consummation of the transactions with Brii
Biosciences, the Company’s ability to comply with its obligations
under its loan agreement with K2 HealthVentures, the impact of
general economic, industry or political conditions in the United
States or internationally; market and other conditions, the impact
and continuing effects of the COVID-19 epidemic on our clinical
studies, manufacturing, business plan, and the global economy; the
ability to successfully manufacture and commercialize
PreHevbrio/PreHevbri; the ability to establish that potential
products are efficacious or safe in preclinical or clinical trials;
the ability to establish or maintain collaborations on the
development of pipeline candidates and the commercialization of
PreHevbrio/PreHevbri; the ability to obtain appropriate or
necessary regulatory approvals to market potential products; the
ability to obtain future funding for developmental products and
working capital and to obtain such funding on commercially
reasonable terms; the Company’s ability to manufacture product
candidates on a commercial scale or in collaborations with third
parties; changes in the size and nature of competitors; the ability
to retain key executives and scientists; and the ability to secure
and enforce legal rights related to the Company’s products. A
discussion of these and other factors, including risks and
uncertainties with respect to the Company, is set forth in the
Company’s filings with the SEC and the Canadian securities
authorities, including its Annual Report on Form 10-K filed with
the SEC on March 13, 2023, and filed with the Canadian security
authorities at sedar.com on March 13, 2023, as may be supplemented
or amended by the Company’s Quarterly Reports on Form 10-Q. Given
these risks, uncertainties and factors, you are cautioned not to
place undue reliance on such forward-looking statements, which are
qualified in their entirety by this cautionary statement. All such
forward-looking statements made herein are based on our current
expectations and we undertake no duty or obligation to update or
revise any forward-looking statements for any reason, except as
required by law.
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VBI Contact Nicole Anderson Director, Corporate
Communications & IR Phone: (617) 830-3031 x124 Email:
IR@vbivaccines.com
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