Current Report Filing (8-k)
September 08 2022 - 6:11AM
Edgar (US Regulatory)
0000764195
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VBI Vaccines Inc/BC
0000764195
2022-09-02
2022-09-02
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): September 2, 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
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
7.01 Regulation FD Disclosure.
On
September 8, 2022, VBI Vaccines Inc. issued a press release announcing its partnership with Valneva Austria GmbH (“Valneva”)
for the marketing and distribution of PreHevbri™ in select European markets. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item
8.01 Other Events.
On
September 2, 2022, VBI Vaccines B.V. (“VBI”), a wholly-owned subsidiary of VBI Vaccines Inc., and Valneva entered
into a binding term sheet (the “Term Sheet”) in connection with the marketing and distribution for PreHevbri™
in select European countries, which initially include the United Kingdom, Sweden, Norway, Denmark, Finland, Belgium, and the Netherlands
(the “Territories”). Pursuant to the Term Sheet, the parties agree, among other things (i) to negotiate in
good faith a detailed distribution agreement or distribution agreements (the “Distribution Agreement” or “Distribution
Agreements”) for the exclusive marketing and distribution of PreHevbri™ in the Territories by Valneva and its affiliates,
with the aim to finalize such discussions and to execute a final contract or contracts on or before November 1, 2022, (ii) VBI shall
grant to Valneva during the term of any of the Distribution Agreements, the exclusive right and option to negotiate and enter into one
or several Distribution Agreements for Canada, Austria and/or France, (iii) VBI shall sell PreHevbri™ to Valneva at the price set
forth in the relevant Distribution Agreement(s) and Valneva shall purchase minimum annual quantities set forth in the relevant Distribution
Agreement(s), and (iv) VBI shall to grant to Valneva during the term of the Distribution Agreements, the exclusive right to distribute,
market and sell PreHevbri™ in the Territories. The initial term will be three years with an option to extend for two additional
years upon mutual agreement of the parties.
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.
|
VBI
Vaccines Inc. |
|
|
|
Date:
September 8, 2022 |
By:
|
/s/
Jeffrey R. Baxter |
|
|
Jeffrey
R. Baxter |
|
|
President
and Chief Executive Officer |
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