8-K

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): January 23, 2018

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.)

222 Third Street, Suite 2241 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))

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 [X]

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. [X]

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer.

On January 23, 2018, Sam Chawla, a member of the board of directors (the “Board”) of VBI Vaccines Inc. (the “Company”), notified the Board of his resignation from the Board, effective January 23, 2018. Mr. Chawla’s decision to resign from the Board did not result from any disagreement with the Company or its management.

On January 23, 2018, Ran Nussbaum notified the Board of his resignation from the Board, effective January 23, 2018. Mr. Nussbaum’s decision to resign from the Board did not result from any disagreement with the Company or its management.

Effective as of January 23, 2018, Tomer Kariv was appointed to the Board to replace Mr. Nussbaum. As previously reported, on October 26, 2017, the Company entered into a subscription agreement (the “Subscription Agreement”) with certain investors relating to the Company’s registered direct offering, issuance and sale of 7,475,410 common shares (the “Registered Direct Offering”). Pontifax (China) IV Limited Partnership, Pontifax (Israel) IV Limited Partnership and Pontifax (Cayman) IV Limited Partnership (collectively, the “Pontifax Entities”) purchased an aggregate of 2,295,083 common shares in the Registered Direct Offering for a purchase price of US$7.0 million. Pontifax IV GP L.P. is the general partner of each of the Pontifax Entities, and Pontifax Management 4 G.P. (2015) Ltd. is the general partner of Pontifax IV GP L.P. Mr. Kariv is one of the managing partners of the Pontifax Entitiels and one of the directors and shareholders of Pontifax Management 4 G.P. (2015) Ltd. Mr. Kariv was appointed as Mr. Nussbaum’s successor. Mr. Nussbaum served as The Pontifax Entities’ board appointee, and had been appointed to the Board pursuant to the Subscription Agreement upon closing of the Registered Direct Offering.

In connection with the consummation of the Registered Direct Offering, on October 30, 2017, the Company issued the Pontifax Entities four-year warrants to purchase an aggregate of 550,000 common shares at an exercise price of US$3.34 per share, as a finder’s fee.

Item 8.01 Other Events.

On January 26, 2018, the Company issued a press release announcing the resignation of Mr. Chawla and the change of representation from the Pontifax Entities, with Mr. Kariv replacing Mr. Nusbaum. 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated January 26, 2018

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: January 29, 2018	By:	/s/ Jeff Baxter
		Jeff Baxter
		President and Chief Executive Officer

EX-99.1

VBI Vaccines Announces Changes to its Board of Directors

● Sam Chawla, of Perceptive Advisors, to resign from VBI Board of Directors

● Tomer Kariv, Chairman and CEO of The Pontifax Group, to replace Ran Nussbaum on VBI’s Board of Directors

CAMBRIDGE, Mass. (January 26, 2018) – VBI Vaccines Inc. (Nasdaq: VBIV) (TSX:VBV) (VBI), a commercial-stage biopharmaceutical company developing next-generation infectious disease and immuno-oncology vaccines, today announced two changes to its Board of Directors effective January 23, 2018 – the resignation of Sam Chawla, a portfolio manager at Perceptive Advisors, and a change of representation from The Pontifax Group, with the nomination of Tomer Kariv, Chairman and Chief Executive Officer of The Pontifax Group, to replace Ran Nussbaum, managing partner and co-founder of The Pontifax Group.

“I have enjoyed the opportunity of serving on the Board of VBI over the past few years, and I believe the company is well-equipped to continue to achieve their business objectives,” said Sam Chawla. “My decision is based on increased demands on my time elsewhere, but I have every confidence in VBI’s leadership and wish the team all the best as they build an exciting future for VBI and its many shareholders.”

“On behalf of everyone at VBI, I want to thank Sam for his leadership and service to our board,” said Jeff Baxter, VBI’s president and CEO. “Sam, as a representative of Perceptive Advisors, our largest shareholder, has been an instrumental member of our board for more than three and a half years. We have benefitted greatly from Sam’s deep experience and perspective, and we wish him every success as he dedicates his time to new projects. We look forward to a continued strong and strategic relationship with Perceptive Advisors.”

Pursuant to the company’s board meeting on Tuesday, January 23, 2018, Tomer Kariv replaces Ran Nussbaum as The Pontifax Group’s board appointee.

Jeff Baxter further commented, “We would like to thank Ran for his brief, but dynamic, service to VBI and we are honored to welcome Tomer to our Board of Directors. Tomer’s broad management experience will complement the existing expertise on our Board, and his appointment will continue to strengthen VBI’s relationships with Israeli strategic investors.”

In addition to his role at The Pontifax Group, Mr. Kariv also serves as an active board member of many of the funds’ portfolio companies. Mr. Kariv holds a B.A. in Economics from Harvard University, and a J.D. from Harvard Law School.

About VBI Vaccines Inc.

VBI Vaccines Inc. (“VBI”) is a commercial-stage biopharmaceutical company developing a next generation of vaccines to address unmet needs in infectious disease and immuno-oncology. VBI’s first marketed product is Sci-B-Vac™, a hepatitis B (HBV) vaccine that mimics all three viral surface antigens of the hepatitis B virus; Sci-B-Vac is approved for use in Israel and 14 other countries. VBI’s eVLP Platform technology allows for the development of enveloped virus-like particle (eVLP) vaccines that closely mimic the target virus to elicit a potent immune response. VBI is advancing a pipeline of eVLP vaccines, with lead programs in cytomegalovirus (CMV) and glioblastoma multiforme (GBM). VBI is also advancing its LPV™ Thermostability Platform, a proprietary formulation and process that enables vaccines and biologics to preserve stability, potency, and safety. VBI is headquartered in Cambridge, MA with research operations in Ottawa, Canada and research and manufacturing facilities in Rehovot, Israel.

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

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

● 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 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 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 therapeutic candidates; the ability to obtain appropriate or necessary governmental 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, including patent protection. 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 Securities and Exchange Commission and the Canadian securities authorities, including its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2017, and filed with the Canadian security authorities at sedar.com on March 24, 2017, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q. The company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

VBI Contact

Nicole Anderson, Communications Executive

Phone: (617) 830-3031 x124

Email: info@vbivaccines.com

VBI Investor Contact

Nell Beattie, Chief Business Officer

Phone: (617) 830-3031 x128

Email: IR@vbivaccines.com

VBI Media Contact

Matt Middleman, M.D.

LifeSci Public Relations

Phone: (646) 627-8384

Email: matt@lifescipublicrelations.com