Current Report Filing (8-k)
August 26 2022 - 4:42PM
Edgar (US Regulatory)
0000764195
false
VBI Vaccines Inc/BC
0000764195
2022-08-26
2022-08-26
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): August 26, 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
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
1.02 Termination of a Material Definitive Agreement.
As
previously disclosed, on July 31, 2020, VBI Vaccines Inc. (the “Company”), entered into an Open Market Sale AgreementSM
(the “July 2020 Sales Agreement”) with Jefferies LLC (“Jefferies”), as sales agent and/or principal, to
sell, at its option, common shares, no par value per share (the “Common Shares”), having aggregate gross sales proceeds of
up to $125 million, from time to time, through an “at the market” equity offering program under which Jefferies acted as
sales agent and/or principal (the “First ATM Program”).
Additionally,
as previously disclosed, on September 3, 2021, the Company entered into an Open Market Sale AgreementSM (the “September
2021 Sales Agreement”) with Jefferies as sales agent and/or principal, to sell, at its option, Common Shares, having aggregate
gross sales proceeds of up to $125 million, from time to time, through an “at the market” equity offering program under which
Jefferies acted as sales agent and/or principal (the “Second ATM Program”).
On August
26, 2022, the Company delivered written notices to Jefferies to terminate each of the July 2020 Sales Agreement and the
September 2021 Sales Agreement, each effective as of August 26, 2022, pursuant to Section
7(b)(i) thereof in each of the July 2020 Sales Agreement and the September 2021 Sales Agreement. The Company is not subject to any
termination penalties related to the termination of the July 2020 Sales Agreement or the September 2021 Sales Agreement. Prior to
termination, $27,022,182 of the Company’s Common Shares remained available for sale pursuant to the First ATM Program, and
$125,000,000 of the Company’s Common Shares remained available for sale pursuant to the Second ATM Program. Neither the First
ATM Program nor the Second ATM Program were utilized in 2022.
A
copy of the July 2020 Sales Agreement was filed as Exhibit 1.2 to the Company’s Form S-3ASR filed with the Securities and Exchange
Commission on July 31, 2020, and a copy of the September 2021 Sales Agreement was filed as Exhibit 1.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2021.
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:
August 26, 2022 |
By:
|
/s/
Jeffrey R. Baxter |
|
|
Jeffrey
R. Baxter |
|
|
President
and Chief Executive Officer |
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