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): May 24, 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 24, 2018, VBI Vaccines Inc. (the “Company”) held its 2018 Annual General Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders voted to: (1) fix the number of directors at seven; (2) elect the nominated directors of the Company to serve until the next annual meeting or until the appointment or election and qualification of their successors; and (3) approve the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm until the next annual meeting of shareholders and authorize the audit committee (the “Audit Committee”) of the board of directors of the Company to fix EisnerAmper LLP’s remuneration. Each of these proposals is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 10, 2018 (the “Proxy Statement”).

At the beginning of the Annual Meeting, there were 40,086,159 common shares present at the Annual Meeting in person or by proxy, which represented 62.42% of the outstanding common shares entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business. Holders of the Company’s common shares were entitled to one vote for each share held as of the close of business on April 3, 2018 (the “Record Date”).

The voting results on these proposals were as follows:

Proposal 1: Fix the number of directors at seven

Votes For		Votes Against		Abstentions
	25,309,601		33,061		0

The shareholders approved to fix the number of directors of the Company at seven.

Proposal 2: Election of Seven Directors

Director	Votes For		Withheld
Jeff R. Baxter		24,985,860		356,802
Steven Gillis		24,418,014		924,648
Michel De Wilde		24,992,910		349,752
Adam Logal		24,995,180		347,482
Tomer Kariv		25,030,892		311,770
Scott Requadt		24,999,397		343,265
Steven D. Rubin		19,931,897		5,410,765

Each of the seven nominees for director was elected to serve until the next annual meeting of shareholders and until his successor has been elected and qualified, or until his earlier death, resignation, or removal.

Proposal 3: Approve the appointment of EisnerAmper LLP as the independent registered public accounting firm of the Company until the next annual meeting of shareholders and authorize the Audit Committee to fix EisnerAmper LLP’s remuneration

Votes For		Votes Against		Abstentions
	40,025,369		0		0

The shareholders approved the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm until the next annual meeting of shareholders and authorized the Audit Committee to fix EisnerAmper LLP’s remuneration.

The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.

Item 8.01 Other Events.

On May 25, 2018, the Company issued a press release announcing the voting results from the Annual Meeting. 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 May 25, 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: May 29, 2018	By:	/s/ Jeff Baxter
		Jeff Baxter
		President and Chief Executive Officer

EX-99.1

VBI Vaccines Announces Results of Annual General Meeting

CAMBRIDGE, Mass. (May 25, 2018) – VBI Vaccines Inc. (Nasdaq: VBIV) (“VBI” or the “Company”), a commercial-stage biopharmaceutical company developing next-generation infectious disease and immuno-oncology vaccines, today announced the voting results from its annual general meeting of shareholders held on May 24, 2018 (the “Meeting”).

The total number of common shares of the Company (“Common Shares”) represented by shareholders (“Shareholders”) present in person or represented by proxy at the Meeting was an aggregate of 40,086,159 Common Shares, representing 62.42% of VBI’s issued and outstanding Common Shares as of the record date for the Meeting.

The voting results with respect to each of the following seven director nominees, as described in the Company’s proxy statement dated April 10, 2018 (the “Proxy Statement”), all of whom previously served as directors of the Company, were as follows:

Nominee	Votes For		%			Votes Withheld		%
Jeff R. Baxter		24,985,860		98.59	%		356,802		1.41	%
Steven Gillis		24,418,014		96.35	%		924,648		3.65	%
Michel De Wilde		24,992,910		98.62	%		349,752		1.38	%
Adam Logal		24,995,180		98.63	%		347,482		1.37	%
Tomer Kariv		25,030,892		98.77	%		311,770		1.23	%
Scott Requadt		24,999,397		98.65	%		343,265		1.35	%
Steven D. Rubin		19,931,897		78.65	%		5,410,765		21.35	%

Each of the other matters put forward before the Shareholders for consideration and approval at the Meeting, as described in the Proxy Statement, were duly approved by the requisite number of votes. The Shareholders voted in favor of setting the number of directors at seven, appointing EisnerAmper LLP as VBI’s independent registered public accounting firm for the ensuing year and authorizing the audit committee of VBI’s board of directors to fix its remuneration.

Additional information regarding the results of all matters voted upon at the Meeting may be found in the Company’s report of voting results filed on the Company’s profile on SEDAR at www.sedar.com.

About 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 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/

VBI Contact

Nicole Anderson, Communications Executive

Phone: (617) 830-3031 x124

Email: info@vbivaccines.com

VBI Investor Contact

Nell Beattie

Chief Business Officer

Email: ir@vbivaccines.com

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