8-K

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): August 4, 2015

AMPLIPHI BIOSCIENCES CORPORATION

(Exact name of Registrant as specified in its charter)

Washington	000-23930	91-1549568
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 East Leigh Street, Suite 209
Richmond, Virginia 23219

(Address of principal executive offices) (Zip code)

(804) 827-2524

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 3, 2015, the shareholders of AmpliPhi Biosciences Corporation (the “Company”) authorized the Board of Directors of the Company (the “Board”), in its discretion, to amend the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), to effect a reverse split of the Company’s Common Stock at a ratio of at least one-for-five and up to one-for-fifty, with such ratio to be determined by the Board and to increase the number of authorized shares of Common Stock to 670,000,000 shares.

The Board determined to set the reverse stock split ratio at one-for-fifty (the “Reverse Stock Split”) and approved the final form of Articles of Amendment of Amendment to the Articles of Incorporation to effectuate the Reverse Stock Split and increase in authorized shares (the “Articles of Amendment”). The Articles of Amendment were filed with the Secretary of State of the State of Washington on August 3, 2015, and the Reverse Stock Split will become effective in accordance with the terms of the Articles of Amendment at 12:01 a.m. Eastern Standard Time on August 7, 2015 (the “Effective Time”).

At the Effective Time, every fifty shares of Common Stock issued and outstanding were automatically combined into one share of issued and outstanding Common Stock, without any change in the par value per share. The Common Stock is expected to commence quoting on the OTCQB on a Reverse Stock Split-adjusted basis on August 7, 2015.

No fractional shares will be issued as a result of the Reverse Stock Split. The total number of shares of Common Stock each shareholder holds will be reclassified automatically into the number of shares of Common Stock equal to the number of shares of Common Stock each shareholder held immediately before the Reverse Stock Split divided by the ratio approved by our shareholders and determined by our Board as set forth in this Proposal. If the number of shares of Common Stock a shareholder holds is not evenly divisible by such ratio, such holder will not receive a fractional share, but instead will receive the number of shares rounded up to the nearest whole share. The Reverse Stock Split will not result in a reduction in the number of record holders of the Company’s common stock. The Reverse Stock Split will affect all of our shareholders uniformly and will not affect any such holder’s percentage ownership interests. Common stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The par value of our Common Stock would remain unchanged at $0.01 per share

Computershare is acting as exchange agent for the Reverse Stock Split and will send instructions to shareholders of record who hold stock certificates regarding the exchange of certificates for Common Stock. Shareholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares following the Reverse Stock Split.

The Reverse Stock Split resulted in a proportionate adjustment to the per share exercise price and the number of shares of Common Stock issuable upon the exercise of outstanding stock options and warrants, as well as the number of shares of Common Stock eligible for issuance under the Company’s 2013 Stock Incentive Plan.

The Reverse Stock Split will not affect the par value of our Common Stock. As a result, at the Effective Time, the stated capital on our balance sheet attributable to our Common Stock will be reduced by one-fiftieth, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of our Common Stock will be increased because there will be fewer shares of Common Stock outstanding.

As a result of the $13.0 million private placement equity issuance we consummated in March 2015, the Company believes it has capital resources sufficient to fund operations through the third quarter of 2016. This estimate is based on the Company’s product development calendar, projected staffing expenses, working capital requirements, and capital expenditure plans.

The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment that effected the Reverse Stock Split, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

On August 4, 2015, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

   (d) Exhibits

3.1 Articles of Amendment of Amended and Restated Articles of Incorporation

99.1 Press release dated August 4, 2015

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.

	AmpliPhi Biosciences Corporation
Date: August 4, 2015	By:	/s/ David E. Bosher
		David E. Bosher  Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Amendment to Amended and Restated Articles of Incorporation
99.1	Press release dated August 4, 2015

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT TO AMENDED AND RESTATED ARTICLES
INCORPORATION OF AMPLIPHI BIOSCIENCES CORPORATION

(a Washington corporation)

Pursuant to the provisions of the Washington Business Corporation Act, RCW 23B.10.020 and RCW 23B.10.060, the undersigned corporation hereby submits these Articles of Amendment for filing:

FIRST: The name of the corporation is AmpliPhi Biosciences Corporation (the “Corporation”).

SECOND: This amendment to the Corporation’s Amended and Restated Articles of Incorporation (“Amended Articles”) was adopted by the Board of Directors of the Corporation on August 3, 2015;

THIRD: Pursuant to Article 10 of the amended articles, this amendment to the Corporation’s Amended Articles was adopted by (i) the affirmative vote of the holders of a majority of the outstanding shares of the Corporation and (ii) the affirmative vote of the holders of a majority of the outstanding shares of the Corporation’s Common Stock, voting as a class.

FOURTH: Section 4.1 of Article 4 is hereby is hereby amended and restated in its entirety to read as follows:

“4.1 Authorized Capital

The total authorized stock of this corporation shall consist of 670,000,000 shares of Common Stock, par value $0.01 per share, and 10,000,000 shares of Preferred Stock, par value $0.01 per share.

On August 7, 2015, at 12:01 a.m. Eastern Time (the “Effective Time”), each fifty (50) shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time shall be reclassified and combined into one share of the Corporation’s Common Stock, automatically and without any action on the part of the respective holders thereof (the “Reverse Stock Split”). No fractional shares shall be issued in the Reverse Stock Split and any fractional shares will be rounded up to the nearest whole share.”

[REST OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, AmpliPhi Biosciences Corporation has caused these Articles of Amendment to be executed by its duly authorized officer on August 3, 2015.

AMPLIPHI BIOSCIENCES CORPORATION
By:	/s/ M. Scott Salka
Name:	M. Scott Salka
Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

	AmpliPhi Biosciences Corporation 800 East Leigh Street Richmond, Virginia 23219
Press Release

AmpliPhi BioSciences Cleared to Submit Listing Application to NYSE MKT

Company Announces One-for-Fifty Reverse Stock Split

Shares of Common Stock Will Begin Trading on a Split-Adjusted Basis on August 07, 2015

San Diego and Richmond, VA, USA, Ljubljana, Slovenia, and Sydney, Australia, August 04, 2015 – AmpliPhi BioSciences Corporation (OTCQB: APHB), a global leader in developing bacteriophage-based antibacterial therapies to treat drug resistant infections, today announced that its board of directors has approved a one-for-fifty reverse split of the company’s common stock to become effective at market open on August 07, 2015. The company has also been cleared to submit an application to the NYSE MKT for a planned uplisting. AmpliPhi’s eligibility is subject to NYSE MKT rules and regulations and maintaining a minimum market price per share for a specified time period as determined by the NYSE.

“We believe that the reverse stock split will facilitate our listing to a major national exchange, and by listing on a national exchange we will significantly increase the marketability of the company’s common stock among both institutional and retail investors focused on national exchange-listed securities,” said M. Scott Salka, CEO of AmpliPhi. “Following our recent successful financing round in March 2015, AmpliPhi remains in a solid financial position to execute on its near-term corporate objectives and we expect that the reverse split will encourage greater interest in our Common Stock by the financial community and the investing public.”

The reverse stock split was authorized by shareholders on August 03, 2015 at the Company’s 2015 Annual Meeting. The reverse stock split is intended to increase the per share trading price of the company’s common stock to meet the minimum per share bid price required by NYSE MKT. The effect of the reverse stock split will be to combine each 50 shares of outstanding common stock into one new share, with no change in par value per share, and to reduce the number of common shares outstanding from approximately 289 million to approximately 5.8 million. On August 07, 2015, the Company’s stock will trade on the OTCQB under the symbol “APHBD”, with the “D” added to signify a reverse stock split has occurred.

Informational letters will be sent to all shareholders on record by the Company’s transfer agent, Computershare. Additional information about the reverse stock split can be found in the Company’s Form 8-K filed today with the Securities and Exchange Commission.

###

About AmpliPhi BioSciences

AmpliPhi BioSciences Corporation (OTCQB:APHB) is a biotechnology company focused on the development and commercialization of novel bacteriophage-based antibacterial therapeutics. The Company's product development programs target infections that are often resistant to existing antibiotic treatments. AmpliPhi is collaborating with a number of leading organizations, including Intrexon Corporation (NYSE:XON), the U.S. Army, The Royal Brompton Clinic in London and The University of Leicester, UK to rapidly advance bacteriophage-based therapies.

For more information, visit www.ampliphibio.com.

About Bacteriophage
Bacteriophage are naturally occurring viruses that are highly specific for the bacterial hosts they infect. They can rapidly kill their host, amplifying themselves in the process. Bacteriophage are unaffected by antibiotic resistance and are able to disrupt bacterial biofilms. Such biofilms are a major line of defence for bacteria, contributing to antibiotic resistance. Bacteriophage are able to penetrate biofilms and replicate locally to high levels, to produce strong local therapeutic effects.

	AmpliPhi Biosciences Corporation 800 East Leigh Street Richmond, Virginia 23219
Press Release

Forward Looking Statements
Statements in this press release about the potential listing of the Company’s common stock on the NYSE MKT, potential improvements in the marketability of the Company’s securities, the ability of the Company to execute on its near term objectives, the potential use of bacteriophages to treat bacterial infections, including infections in biofilms and infections that do not respond to antibiotics, and the development of bacteriophage-based therapies are forward looking statements subject to risks and uncertainties, including without limitation the risk that the Company will not satisfy the listing criteria of the NYSE MKT, that the trading price of the Company’s common stock may decline following the reverse split, that the Company will not be able to successfully manufacture sufficient quantities of products to conduct clinical trials or commercialize products in a timely manner or at all, that AmpliPhi may not commence clinical trials or complete IND-enabling studies as expected, that the clinical trials will not be successful, that further development of the Company's products will require extensive and expensive nonclinical and clinical testing, may not be safe or efficacious, and may not be approved for marketing by the United States Food and Drug Administration or any foreign regulatory agency. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to AmpliPhi's business in general, see AmpliPhi's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as amended, filed with the Securities and Exchange Commission (SEC) on April 15, 2015.

For further information please contact
Company and Investor relations:	Media relations (USA)	Media Relations (Europe and ROW)
Baxter Phillips III Chief Business Officer +1-804-754-5442 bfp@ampliphibio.com	Danielle Lewis/Glenn Silver Lazar Partners + 1-212-867-1762 ampliphi@lazarpartners.com	Gemma Howe/Sue Charles Instinctif Partners +44 (0)20 7457 2020 Ampliphi@instinctif.com