0000944809-19-000019.txt : 20190313 0000944809-19-000019.hdr.sgml : 20190313 20190313160905 ACCESSION NUMBER: 0000944809-19-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190313 DATE AS OF CHANGE: 20190313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VBI Vaccines Inc/BC CENTRAL INDEX KEY: 0000764195 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89195 FILM NUMBER: 19678343 BUSINESS ADDRESS: STREET 1: 222 THIRD STREET STREET 2: SUITE 2241 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-830-3031 MAIL ADDRESS: STREET 1: 222 THIRD STREET STREET 2: SUITE 2241 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: SciVac Therapeutics Inc. DATE OF NAME CHANGE: 20150717 FORMER COMPANY: FORMER CONFORMED NAME: LEVON RESOURCES LTD. DATE OF NAME CHANGE: 20100910 FORMER COMPANY: FORMER CONFORMED NAME: LEVON RESOURCES LTD DATE OF NAME CHANGE: 19850305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Opko Health, Inc. CENTRAL INDEX KEY: 0000944809 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 752402409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD. CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-575-4138 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD. CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: eXegenics Inc DATE OF NAME CHANGE: 20040505 FORMER COMPANY: FORMER CONFORMED NAME: EXEGENICS INC DATE OF NAME CHANGE: 20011114 FORMER COMPANY: FORMER CONFORMED NAME: CYTOCLONAL PHARMACEUTICS INC /DE DATE OF NAME CHANGE: 19950503 SC 13D/A 1 vbisc13-da23x13x19.htm SC 13D/A Document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

VBI Vaccines, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)

91822J103
(CUSIP Number)
Kate Inman
General Counsel, Secretary
OPKO Health, Inc.
4400 Biscayne Boulevard
Miami, Florida 33137
Telephone: (305) 575-4100
(Name, address and telephone number of person authorized to receive notices and communications)
February 25, 2019
(Date of event which requires filing of this statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box  ¨.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





CUSIP No. 91822J103
Schedule 13D
PAGE 2 of 4


    1
 
NAME OF REPORTING PERSONS
 
OPKO Health, Inc.
    2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨        (b)  ¨  
 
    3
 
SEC USE ONLY
 
    4
 
SOURCE OF FUNDS
 
WC
    5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
    6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF   SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER 
 
 
6,678,751

 
8
 
SHARED VOTING POWER
 
 
0

 
9
 
SOLE DISPOSITIVE POWER
 

 
 
6,678,751

 
10
 
SHARED DISPOSITIVE POWER

 
 
0

 
  11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

  
 
6,678,751
 
 
  12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
¨
  13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.8%
  14
 
TYPE OF REPORTING PERSON
CO





CUSIP No. 91822J103
Schedule 13D
PAGE 3 of 4

This Amendment No. 2 (the “Amendment”) to Schedule 13D is being filed with the Securities and Exchange Commission (the “SEC”) on behalf of OPKO Health, Inc., a Delaware corporation (“OPKO”) and relates to the common shares, no par value (the “Common Shares”), of VBI Vaccines Inc. (the “Issuer”). This Amendment is being filed solely as a result of a change in the Issuer’s issued and outstanding Common Shares and it amends and supplements the initial statement on Schedule 13D (the “Original Schedule 13D”) filed by OPKO with the SEC on March 31, 2017, as amended on November 1, 2017. Except as set forth herein, this Amendment does not modify any of the information previously reported by OPKO in the Original Schedule 13D. Unless otherwise indicated, all capitalized terms used herein have the meanings ascribed to them in the Original Schedule 13D.


ITEM 5.
Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated to read as follows:
(a)
OPKO is the direct owner of 6,678,751 Common Shares or 6.8% of the Issuer’s issued and outstanding Common Shares, based on 97,661,887 shares outstanding as set forth in the Issuer’s Annual Report on Form 10-K as filed on February 25, 2019.
(b)
OPKO has the sole power to vote and dispose of the 6,678,751 Common Shares owned by it.
(c)
OPKO has not effected any transaction in the Common Shares during the last 60 days.
OPKO’s reported ownership does not include securities owned by Frost Gamma Investment Trust (“FGIT”), an affiliate of Phillip Frost, M.D., OPKO’s Chairman and Chief Executive Officer (“Dr. Frost”). FGIT holds 293,558 shares of Common Stock, or less than 1.0% of the Issuer’s issued and outstanding shares, based on 97,661,887 shares issued and outstanding as of February 25, 2019, as reported in the Issuer’s Annual Report on Form 10-K. Dr. Frost is the sole trustee of FGIT. OPKO disclaims beneficial ownership of the securities of the Issuer owned by FGIT and Dr. Frost.

In connection with undertakings made to the Securities and Exchange Commission, as part of a previously announced settlement, OPKO is evaluating all of its strategic minority investments and reporting under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In connection with this evaluation, OPKO may make additional or amended filings pursuant to Section 13(d) and/or Section 13(g) of the Exchange Act reflecting group membership.







CUSIP No. 91822J103
Schedule 13D
PAGE 4 of 4


SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
 
 
 
 
 
 
 
 
 
OPKO Health, Inc.
 
 
 
 
Dated: March 13, 2019
 
 
 
By:
 
/s/ Kate Inman
 
 
 
 
Name:
 
Kate Inman
 
 
 
 
Title:
 
General Counsel, Secretary