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0000764195
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0000764195
2024-07-29
2024-07-29
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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): July 29, 2024
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
1.03 | Bankruptcy
or Receivership |
On
July 29, 2024, after considering all strategic alternatives following consultation with its legal and financial advisors, VBI Vaccines
Inc. (the “Company”) and its subsidiaries commenced voluntary restructuring under the jurisdiction of the Ontario
Superior Court of Justice (Commercial List) pursuant to the Companies’ Creditors Arrangement Act (the “CCAA Proceedings”).
In connection with these proceedings, the Company and certain of its subsidiaries intend to commence a case under Chapter 15 of the United
States Bankruptcy Code (the “Bankruptcy Code”) under the jurisdiction of the U.S. Bankruptcy Court for the
District of Delaware (the “Chapter 15 Proceedings”) and under the relevant provisions of the Israeli Insolvency
and Economic Rehabilitation Law, 2018 (the “Israeli Proceedings”, and together with the CCAA Proceedings and
the Chapter 15 Proceedings, the “Restructuring Proceedings”). The initial order granted through the CCAA Proceedings
provides for, among other things: (i) a stay of proceedings in favor of the Company, (ii) approval of the Debtor-in-Possession Financing
(as defined below), and (iii) the appointment of Ernst & Young Inc. (“EY”) to serve as monitor in the court
during the Restructuring Proceedings.
The
Company has notified Nasdaq of the foregoing and expects that its common shares, no par value per share, will cease trading on the Nasdaq
Capital Market (“Nasdaq”) upon such date that Nasdaq determines, and that Nasdaq will subsequently file a Form
25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s common
shares. The Company expects to cease reporting as a public reporting company.
Debtor-in-Possession
Financing
On
July 29, 2024, the Company entered into a binding Debtor-In-Possession Facility Term Sheet (the “Binding Term Sheet”)
with the Company’s existing senior secured lender, K2 HealthVentures LLC (“K2HV”). Pursuant to the Binding
Term Sheet, K2HV has agreed to make up to $2,500,000 available to the Company and its subsidiaries in accordance with the terms of the
Binding Term Sheet (the “DIP Facility”). The availability of advances is subject to customary conditions precedent
for DIP financings. The Company will use the proceeds of the loan in order to fund the Company’s operating expenses during the
pendency of the Restructuring Proceedings in accordance with a pre-approved operating budget. The DIP Facility will accrue interest at
a rate of 17.5% per annum and is subject to customary affirmative covenants, negative covenants and events of default for DIP financings.
The DIP Facility matures and is due payable in cash by the Company on the earliest to occur of (i) September 6, 2024 (or such later date
as the DIP Lender may agree), (ii) the stay or termination of the CCAA, (iii) the date of closing of the sale of substantially all of
the Company’s assets, (iv) the confirmation of a plan or arrangement within the CCAA proceeding, (v) the occurrence of an event
of default or (vi) the conversion of the CCAA into a liquidation of the Company.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
The
information regarding the Binding Term Sheet and the DIP Facility set forth in Item 1.03 of this Current Report on Form 8-K is incorporated
into this Item 2.03 by reference.
| Item
2.04 | Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement |
The
commencement of the Restructuring Proceedings described in Item 1.03 of this Current Report on Form 8-K constitutes an event of default
that accelerated the Company’s and its subsidiaries’ (the “Debtors”) respective obligations pursuant
to the Loan and Guaranty Agreement, dated as of May 22, 2022 (as amended, the “Loan Agreement”), by and among
K2HV and any other lenders party thereto from time to time.
Pursuant
to the Loan Agreement, as a result of the Restructuring Proceedings, all obligations due under the Loan Agreement, including but not
limited to the principal and accrued interest due pursuant to the Loan Agreement and any fees and any lender expenses are immediately
due and payable without further action by K2HV. The default interest rate shall also be increased by five percentage points (5%) above
the then-applicable rate prior to such event of default. As a result of the Restructuring Proceedings, the ability of the Debtors’
creditors to seek remedies to enforce their respective rights against the Debtors under the Loan Agreement are stayed and the holders’
rights of enforcement in respect of the Loan Agreement are subject to the applicable provisions of the CCAA and the Bankruptcy Code.
On
July 30, 2024, the Company issued a press release announcing that the Debtors have filed petitions to initiate the Restructuring Proceedings.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Cautionary
Information Regarding Trading in the Company’s Securities
The
Company cautions that trading in the Company’s securities during the pendency of the Restructuring Proceedings is highly speculative
and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value
realized, if any, by holders of the Company’s securities in the Restructuring Proceedings. Accordingly, the Company urges extreme
caution with respect to existing and future investments in its securities.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of Section
27A of the Securities Act and Section 21E of the Exchange Act and “forward-looking information” within the meaning of applicable
Canadian securities legislation (collectively, “forward-looking statements”). Forward-looking statements are not statements
of historical facts and often contain words such as “may,” “will,” “expect,” “believe,”
“anticipate,” “plan,” “estimate,” “seek,” “could,” “should,”
“intend,” “potential,” or words of similar meaning. Forward-looking statements are based on management’s
current expectations, beliefs, assumptions and estimates regarding the company, industry, economic conditions, government regulations
and other factors. Forward-looking statements may include, for example, statements regarding the timing, manner, outcome and impact of
the Restructuring Proceedings, and other statements regarding the Company’s plans, strategies, prospects and expectations concerning
the Company’s business, operating results, financial condition, liquidity and other matters that do not relate strictly to historical
facts. These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause
actual results to differ materially and adversely from those expressed or implied in the forward-looking statements, including risks
and uncertainties regarding the Company’s ability to successfully complete a sale process under Chapter 15 and/or the CCAA and/or
Israeli Insolvency Law; potential adverse effects of the Restructuring Proceedings on the Company’s liquidity and results of operations;
the Company’s ability to obtain timely approval by the applicable courts with respect to the motions filed in the Restructuring
Proceedings; objections to the Company’s sale process, the DIP Facility, or other pleadings filed that could protract the Restructuring
Proceedings; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions
and uncertainties, including the Company’s ability to provide adequate compensation and benefits during Restructuring Proceedings;
the Company’s ability to comply with the restrictions imposed by the DIP Facility and other financing arrangements; the Company’s
ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result
of the Chapter 15, CCAA filings, and proceedings under the Israeli Insolvency Law; the applicable rulings in the Restructuring Proceedings,
including the approval of the DIP Facility, and the outcome of the Restructuring Proceedings generally; the length of time that the Company
will operate under Chapter 15, CCAA protection, and protection under Israeli Insolvency Law and the continued availability of operating
capital during the pendency of the proceedings; risks associated with third party motions in the Restructuring Proceedings, which may
interfere with the Company’s ability to consummate a sale; and increased administrative and legal costs related to the Chapter
15, the CCAA proceedings, proceedings under Israeli Insolvency Law, and other litigation and inherent risks involved in a bankruptcy
process. Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports
the Company files with the SEC, including those in “Item 1A - Risk Factors” in the Company’s most recent Annual Report
on Form 10-K and any updates thereto in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Additional
factors, events, or uncertainties that may emerge from time to time, or those that the Company currently deems to be immaterial, could
cause the Company’s actual results to differ, and it is not possible for the Company to predict all of them. The Company makes
forward-looking statements based on currently available information, and the Company assumes no obligation to, and expressly disclaim
any obligation to, update or revise publicly any forward-looking statements made in this Current Report on Form 8-K, whether as a result
of new information, future events or otherwise, except as required by law.
| 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:
July 30, 2024 |
By: |
/s/
Jeffrey R. Baxter |
| |
|
Jeffrey
R. Baxter |
| |
|
President
and Chief Executive Officer |
Exhibit
99.1
VBI
Vaccines Initiates Restructuring Proceedings Under CCAA to Implement a Review of its Strategic Alternatives
CAMBRIDGE,
Mass. (July 30, 2024) – 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 the Ontario Superior Court of Justice (Commercial List) (“Court”)
has issued an initial order (“Initial Order”) granting the company protection under the Companies’ Creditors Arrangement
Act, R.S.C. 1985, c. C-36, as amended (“CCAA”). The Initial Order provides for, among other things: (i) a stay of proceeding
in favour of VBI, (ii) approval of the DIP Loan (as described below), and (iii) the appointment of Ernst & Young Inc. (“EY”)
to serve as monitor (“Monitor”) in the Court during the restructuring (“Restructuring Process”).
The
decision to seek creditor protection was made in the best interest of its stakeholders after careful evaluation of VBI’s financial
situation and all available alternatives following consultation with its legal and financial advisors. The board of directors of VBI
will remain in place and VBI will remain responsible for the sale process under the supervision of the CCAA Court and the general oversight
of the Monitor. VBI intends to fund the CCAA process from cash on hand as well as through the authorized interim debtor-in-possession
financing (“DIP Loan”) entered into with K2 HealthVentures LLC (“K2HV”), as the secured creditor and DIP lender.
VBI
intends to seek approval of a sale and investment solicitation process (“SISP”), which, if approved, would allow interested
parties to participate in the process in accordance with the SISP procedure. VBI intends to use this process to build on the work it
undertook prior to the filing to identify one or multiple purchasers of its assets on an efficient basis. The SISP, if approved by the
CCAA Court, will be administered by VBI, with the assistance of its financial advisor and the Monitor, EY. Additional detail relating
to the SISP will be disclosed in due course.
VBI
intends to commence a case under Chapter 15 of the United States Bankruptcy Code to seek recognition and enforcement in the United States
of the CCAA Court’s orders, and to commence a case under the relevant provisions of the Israeli Insolvency and Economic Rehabilitation
Law, 2018 (“Israeli Insolvency Law”), to protect VBI’s subsidiaries and assets located in the United States and Israel,
respectively.
The
Company has notified Nasdaq of the foregoing and expects its common shares will cease trading on the Nasdaq Capital Market upon such
date that Nasdaq determines. The Company expects to cease reporting as a public reporting company.
Stikeman
Elliott LLP, Haynes and Boone, LLP, Morris, Nicols, Arsht & Tunnell LLP, and Pearl Cohen Zedek Latzer Baratz are acting as legal
advisors to VBI. EY is acting as financial advisor to VBI in connection with the CCAA process and the proposed SISP.
Additional
information regarding the CCAA proceeding can be found on the Monitor’s website here, or by contacting the Monitor at vbi.monitor@ca.ey.com
or 1-888-338-1764.
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.
Website
Home: http://www.vbivaccines.com/
News
and Resources: http://www.vbivaccines.com/news-and-resources/
Investors:
http://www.vbivaccines.com/investors/
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, risks and uncertainties regarding the Company’s ability to successfully complete a sale
process under Chapter 15 and/or the CCAA and/or Israeli Insolvency Law; potential adverse effects of the Restructuring Proceedings on
the Company’s liquidity and results of operations; the Company’s ability to obtain timely approval by the applicable courts
in Canada, US, and Israel, with respect to the motions filed in or in connection with the Restructuring Proceedings; objections to the
Company’s sale process, the DIP Loan, or other pleadings filed that could protract the restructuring proceedings; employee attrition
and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties, including
the Company’s ability to provide adequate compensation and benefits during the Restructuring Proceedings; the Company’s ability
to comply with the restrictions imposed by the DIP Loan and other financing arrangements; the Company’s ability to maintain relationships
with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 15, CCAA filings,
and proceedings under the Israeli Insolvency Law; the applicable rulings in the Restructuring Proceedings, including the approval of
the DIP Loan, and the outcome of the Restructuring Proceedings generally; the length of time that the Company will operate under Chapter
15, CCAA protection, and protection under the Israeli Insolvency Law, and the continued availability of operating capital during the
pendency of the proceedings; risks associated with third party motions in the Restructuring Proceedings and/or under Israeli Insolvency
Law, which may interfere with the Company’s ability to consummate a sale; and increased administrative and legal costs related
to the Chapter 15, the CCAA proceedings, and proceedings under Israeli Insolvency Law, and other litigation and inherent risks involved
in a bankruptcy process, 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; 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 sedarplus.ca 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.
VBI
Contact
Email:
IR@vbivaccines.com
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