0001437749-15-017214.txt : 20150914 0001437749-15-017214.hdr.sgml : 20150914 20150914080015 ACCESSION NUMBER: 0001437749-15-017214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150914 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150914 DATE AS OF CHANGE: 20150914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VBI VACCINES INC. CENTRAL INDEX KEY: 0000704159 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 930589534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18188 FILM NUMBER: 151104678 BUSINESS ADDRESS: STREET 1: 222 THIRD STREET STREET 2: SUITE 2241 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6178303031 MAIL ADDRESS: STREET 1: 222 THIRD STREET STREET 2: SUITE 2241 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: PAULSON CAPITAL (DELAWARE) CORP. DATE OF NAME CHANGE: 20140326 FORMER COMPANY: FORMER CONFORMED NAME: PAULSON CAPITAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 vbiv20150911_8k.htm FORM 8-K vbiv20150911_8k.htm

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: September 14, 2015

(Date of earliest event reported)

 

 

VBI VACCINES INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction

of incorporation)

0-18188

(Commission File

Number)

93-0589534

(IRS Employer

Identification Number)

 

 

222 3rd Street, Suite 2241

Cambridge, Massachusetts

(Address of principal executive offices)

  

02142

(Zip Code)

 

(617) 830-3031

(Registrant’s telephone number, including area code)

  

 

 (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))

 

 
 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective September 8, 2015, the board of directors of VBI Vaccines Inc. (the “Company”) appointed David E. Anderson as the Company’s Chief Scientific Officer.

 

Dr. Anderson, age 45, joined the Company full time as Vice President of Immunology in 2009 from Harvard Medical School, where he held a position as Assistant Professor. Prior to his appointment as Chief Scientific Officer, Dr. Anderson served as the Company’s Vice President of Research and most recently as Senior Vice President, Research, since July 2014.

 

The Employment Agreement, effective as of July 25, 2014, between Dr. Anderson and the Company (the “Anderson Employment Agreement”), the material terms of which are summarized on page 6 of the Company’s Current Report on Form 8-K under Item 5.02 filed on July 28, 2014, to which the Anderson Employment Agreement is attached as an exhibit, remains in effect without modification.

 

 Dr. Anderson does not have any family relationships with any of the officers or directors of the Company.

 

 Dr. Anderson does not have an interest in any transaction required to be reported pursuant to Item 404(a) of Regulation S-K under Securities Act of 1933, as amended.

 

Item 7.01

Regulation FD Disclosure. 

 

On January 30, 2015, the Company issued a press release announcing Dr. Anderson’s appointment as the Company’s Chief Scientific Officer. A copy of the press release is attached herewith as Exhibit 99.1.

 

The foregoing information under this Item 7.01 (including the exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01

Exhibits.

 

(d) Exhibits

 

 

Exhibit

No.

Description

99.1

Press Release dated September 14, 2015

  

 
 

 

 

SIGNATURE

 

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.

 

Dated: September 14, 2015

 

 

VBI VACCINES INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Jeff Baxter

 

 

 

Jeff Baxter

 

 

 

Chief Executive Officer

 

  

 
 

 

 

EXHIBIT INDEX

 

Exhibit No.

  

Description

 

 

 

99.1

  

Press Release dated September 14, 2015

 

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

 

VBI Vaccines Promotes Dr. David E. Anderson to Chief Scientific Officer

 

CAMBRIDGE, MA (September 14, 2015) – VBI Vaccines Inc. (Nasdaq: VBIV) (“VBI”) is pleased to announce the promotion of Dr. David E. Anderson, Ph.D., to Chief Scientific Officer. Dr. Anderson has led VBI’s research and development activities since he joined the company full time in 2009 from Harvard Medical School, where he served as a member of the faculty.

 

While at Harvard, Dr. Anderson participated in the development of a multi-disciplinary research program focused on elucidating mechanisms by which inflammation is regulated within the central nervous system, with relevance to a variety of human neurodegenerative diseases, including brain tumors, multiple sclerosis, and Alzheimer’s disease.

 

Prior to joining Harvard’s faculty, Dr. Anderson was a research immunologist at the University of California, Davis, where he developed an independent research program focused on immunity directed against malignant brain tumors. Dr. Anderson holds a Ph.D. from Harvard University and a B.S. from the University of California, Davis.

 

"Dr. Anderson is a dynamic and well-published immunologist with broad expertise in the areas of vaccine development, autoimmunity, and tumor immunology. He brings to VBI an outstanding track record of relevant professional achievements and a strong background in building and leading research teams,” said Jeff Baxter, VBI’s President and CEO. “David is an inventor of much of VBI’s intellectual property and actively manages its ongoing expansion. His deep domain experience and sound judgment will be invaluable as we advance our mission of developing innovative prophylactic and therapeutic vaccine candidates."

 

 

About VBI Vaccines Inc.

 

VBI Vaccines Inc. (“VBI”) is a biopharmaceutical company developing novel technologies that seek to expand vaccine protection in large underserved markets. VBI’s eVLP vaccine platform allows for the design of enveloped (“e”) virus-like particle (“VLP”) vaccines that closely mimic the target virus. VBI’s lead eVLP asset is a prophylactic Cytomegalovirus (“CMV”) vaccine; VBI has initiated work for GMP manufacturing of its CMV candidate for use in formal preclinical and Phase I trials. VBI’s second platform is a thermostable technology that enables the development of vaccines and biologics that can withstand storage or shipment at constantly fluctuating temperatures. VBI has completed proof of concept thermostability studies on a number of vaccine and biologic targets. VBI is headquartered in Cambridge, MA with research facilities in Ottawa, Canada.

 

Website Home: http://www.vbivaccines.com/

News and Insights: http://www.vbivaccines.com/wire/

Investors: http://ir.vbivaccines.com/

 

 

Company Contact

 

Perri Maduri, Communications Executive

Phone: (617) 830-3031 x124

Email: ir@vbivaccines.com

 

 

 

VBI Vaccines Inc.   |   222 Third Street, Suite 2241   |   Cambridge, MA 02142   |   617-830-3031   |   info@vbivaccines.com

 

 
 

 

 

Investor Contacts

 

Robert B. Prag, President

The Del Mar Consulting Group, Inc.

Phone: (858) 361-1786

Email: bprag@delmarconsulting.com

 

Scott Wilfong, President

Alex Partners, LLC

Phone: (425) 242-0891

Email: scott@alexpartnersllc.com

 

 

Forward-Looking Statement Disclosure

 

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the efficacy of potential products, the timelines for bringing such products to market, and the availability of funding sources for continued development of such products. Forward-looking statements are based on management’s estimates, assumptions, and projections, and are subject to uncertainties, many of which are beyond the control of VBI. Actual results may differ materially from those anticipated in any forward-looking statement. Factors that may cause such differences include the risks that potential products that appear promising to VBI cannot be shown to be efficacious or safe in subsequent preclinical or clinical trials, VBI will not obtain appropriate or necessary governmental approvals to market these or other potential products, VBI may not be able to obtain anticipated funding for its development projects or other needed funding, and VBI may not be able to secure or enforce adequate legal protection, including patent protection, for its products. All forward-looking statements included in this press release are made only as of the date of this press release, and VBI does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.

 

More detailed information about VBI and risk factors that may affect the realization of forward-looking statements, including the forward-looking statements in this press release, is set forth in VBI’s filings with the Securities and Exchange Commission (the “Commission”). VBI urges investors and security holders to read those documents free of charge at the Commission’s Web site at http://www.sec.gov. Interested parties may also obtain those documents free of charge from VBI. Forward-looking statements speak only as to the date they are made, and except for any obligation under the U.S. federal securities laws, VBI undertakes no obligation to publicly update any forward-looking statement as a result of new information, future events or otherwise.

 

 

 

VBI Vaccines Inc.   |   222 Third Street, Suite 2241   |   Cambridge, MA 02142   |   617-830-3031   |   info@vbivaccines.com