Current Report Filing (8-k)
October 20 2022 - 7:00AM
Edgar (US Regulatory)
0000764195
false
VBI Vaccines Inc/BC
0000764195
2022-10-17
2022-10-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 17, 2022
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.) |
160
Second Street
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
Common
Shares, no par value per share |
|
VBIV |
|
The
NASDAQ Stock Market LLC |
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 ☐
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. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
October 18, 2022, VBI Vaccines Inc. (the “Company”), Ferring International Center S.A., a company incorporated
pursuant to the laws of Switzerland and SciVac Ltd (“SciVac”), a wholly-owned subsidiary of the Company, amended
and restated that certain license agreement, dated as of June 3, 2004 and amended by the parties on each of January 24, 2005, March 15,
2005, June 15, 2005 and February 14, 2012 (as amended and restated, the “Ferring License Agreement”). HBsAg
products, including the Company’s 3-antigen hepatitis B vaccine, are the subject of the Ferring License Agreement. The Ferring
License Agreement amends and restates certain of the terms relating to the manufacture and marketing of HBsAg products, which includes,
amongst others, updates to the definition of net sales, and a reduction in the fixed royalty rate on net sales of HBsAg products from
seven percent (7%) to three and a half percent (3.5%) in consideration for the grant of the license to utilize genetically engineered
CHO cells encoding the hepatitis B antigen and certain information related to the manufacture of hepatitis B vaccines (collectively,
the “Technology”). In connection with the Ferring License Agreement, the Company has also agreed to act as
the guarantor for SciVac’s obligations under the Ferring License Agreement, or if the Ferring License Agreement is assigned to
a third party, guarantor for SciVac’s obligations that have accrued up until the date of such assignment.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
VBI
Vaccines Inc. |
|
|
|
Date:
October 20, 2022 |
By:
|
/s/
Jeffrey R. Baxter |
|
|
Jeffrey
R. Baxter |
|
|
President
and Chief Executive Officer |
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