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): ~~April~~May 309, 2024

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, Floor 3 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 81.01 ~~Other~~Entry ~~Events~~Into a Material Definitive Agreement

AsOn ~~previously~~May ~~reported~~15, ~~on November 1~~2024, ~~2023,~~ VBI Vaccines Inc. (the “Company”) ~~received~~entered ainto ~~letter~~an ~~from~~At ~~the~~The ~~Listing~~Market ~~Qualifications Department~~Offering ofAgreement (the ~~Nasdaq Stock Market (~~“~~Nasdaq~~Sales Agreement”) with ~~indicating~~H.C. ~~that~~Wainwright & Co., ~~based~~LLC, ~~upon~~as ~~the~~sales ~~closing~~agent ~~bid~~(“Wainwright”), ~~price~~pursuant ofto which the Company~~’s common~~ ~~shares~~may ~~for~~offer ~~the~~and 30sell, ~~consecutive~~from time ~~business~~to ~~day~~time ~~period~~through ~~between~~Wainwright, ~~September~~common 19shares, ~~2023,~~no ~~through~~par ~~October~~value ~~31,~~per ~~2023,~~share (the ~~Company~~“Shares”), ~~did~~for ~~not~~aggregate ~~meet the~~gross ~~minimum~~proceeds ~~bid price~~ of up to $~~1.00~~8,468,289 ~~per~~(the ~~share~~“ATM ~~required~~Offering”). ~~for~~The ~~continued~~offer ~~listing~~and onsale of the ~~Nasdaq~~Shares ~~Capital~~will ~~Market~~be made pursuant to ~~Nasdaq~~a ~~Listing~~registration ~~Rule~~statement on ~~5550~~Form S-3 (aFile No. 333-267109)~~(2)~~, ~~(the~~as ~~“Minimum~~amended, ~~Bid~~originally ~~Price~~filed ~~Requirement”).~~with ~~The~~the ~~letter~~Securities ~~also~~and ~~indicated~~Exchange ~~that~~Commission (the ~~Company~~“SEC”) on ~~will~~August be26, ~~provided~~2022, ~~with~~and adeclared ~~compliance period~~effective ofby ~~180~~the ~~calendar~~SEC ~~days~~on September 6, or2022, ~~until~~and ~~April~~the ~~29,~~related ~~2024~~prospectus contained therein (the “~~Compliance Period~~Registration Statement”), inas ~~which~~supplemented toby ~~regain~~a ~~compliance~~prospectus ~~pursuant~~supplement relating to the ATM Offering, dated May 15, 2024, and filed with the ~~Nasdaq~~SEC ~~Listing~~on such date pursuant to Rule ~~5810~~424(cb) under the Securities Act of 1933, as amended (3the “Securities Act”)~~(A)~~.

OnPursuant ~~April~~to ~~30,~~the ~~2024~~Sales Agreement, ~~the~~Wainwright ~~Company~~may ~~received~~sell athe ~~letter~~Shares ~~from~~in ~~Nasdaq~~sales ~~notifying~~deemed ~~the~~to ~~Company~~be ~~that~~ “at-the-market” ~~Company~~equity ~~has~~offerings ~~been~~as ~~granted~~defined in anRule ~~additional~~415 ~~180-day period,~~promulgated orunder ~~until~~the ~~October~~Securities 28Act, ~~2024,~~including tosales ~~regain~~made ~~compliance~~directly ~~with~~on or through the ~~Minimum~~Nasdaq ~~Bid~~Capital ~~Price~~Market ~~Requirement~~or any other method permitted by law. ~~The~~If ~~new~~agreed ~~compliance~~to ~~period~~in isa anseparate ~~extension of~~terms agreement, the ~~initial~~Company ~~Compliance~~may ~~Period~~sell ~~provided~~the ~~for~~Shares into ~~Nasdaq’s~~Wainwright ~~deficiency~~as ~~notice~~principal, at toa purchase price agreed upon by Wainwright and the Company,. ~~dated~~Wainwright ~~November~~may 1,also ~~2023.~~sell ~~Nasdaq~~the Shares in negotiated transactions with the Company’s ~~determination~~ ~~was~~prior ~~based~~approval. onThe offer and sale of the ~~Company~~Shares ~~meeting~~pursuant to the ~~continued~~ATM ~~listing~~Offering ~~requirement~~will ~~for~~terminate ~~market~~upon ~~value~~the earlier of ~~publicly~~(a) the ~~held~~sale ~~shares~~of ~~and~~the ~~all~~Shares ~~other applicable~~pursuant ~~requirements~~to ~~for~~the ~~initial~~prospectus ~~listing~~supplement filed on ~~the~~May ~~Nasdaq~~15, ~~Capital~~2024, ~~Market~~having an aggregate sales price of $8,468,289, ~~with~~or (b) the ~~exception~~termination of the ~~Minimum~~Sales ~~Bid~~Agreement ~~Price~~by ~~Requirement,~~Wainwright ~~and~~ or the Company’s ~~written~~pursuant ~~notice~~to of its ~~intention~~terms. toThe ~~cure~~Company ~~the~~has ~~deficiency~~no ~~during~~obligation to sell any of the ~~second~~Shares, ~~compliance~~and ~~period~~may byat ~~effecting~~any atime ~~reverse stock~~suspend ~~split,~~offers ifunder ~~necessary~~the Sales Agreement.

IfThe ~~compliance~~Company ~~with~~currently ~~the~~intends ~~Minimum~~to ~~Bid~~use ~~Price~~the ~~Requirement~~net ~~cannot~~proceeds befrom ~~demonstrated by October 28, 2024, Nasdaq will provide written notification that~~ the ~~Company’s~~ATM ~~common shares could be delisted. In such event~~Offering, ~~Nasdaq~~if ~~rules permit the Company to appeal~~ any ~~delisting determination to a Nasdaq Hearings Panel. Accordingly~~, ~~there~~for ~~can~~working becapital noand ~~assurance~~general ~~that~~corporate ~~the Company will be able to regain compliance with the Nasdaq listing rules or maintain its listing on the Nasdaq Capital Market~~purposes.

The Company has agreed to pay Wainwright a commission of 3.0% of the gross proceeds from any Shares sold by Wainwright and to provide Wainwright with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company also will reimburse Wainwright for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Sales Agreement and are not intended as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. A copy of the opinion of Stikeman Elliott LLP relating to the legality of the issuance and sale of the Shares, is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on August 26, 2022, the Company entered into an Open Market Sale Agreement (the “Jefferies Sales Agreement”) with Jefferies LLC (“Jefferies”), to act as its sales agent or principal, with respect to the issuance and sale of up to $125,000,000 of its common shares, from time to time in an at-the-market offering registered pursuant the Company’s Registration Statement (the “Prior ATM Offering”). The Company agreed to pay Jefferies a commission of up to 3.0% of the gross proceeds from the sale of its common shares pursuant to the Jefferies Sales Agreement.

Effective as of May 10, 2024, the Company terminated (i) the Jefferies Sales Agreement, pursuant to Section 7(b)(i) of the Jefferies Sales Agreement, and (ii) the Prior ATM Offering. The Company is not subject to any termination penalties related to the termination of the Jefferies Sales Agreement.

Item 2.02 Results of Operations and Financial Condition.

On May 15, 2024, the Company issued a press release announcing its financial results for the first fiscal quarter ending March 31, 2024, and provided a corporate update. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		At The Market Offering Agreement, dated as of May 15, 2024, by and between VBI Vaccines Inc. and H.C. Wainwright & Co., LLC
5.1		Opinion of Stikeman Elliott LLP
23.1		Consent of Stikeman Elliott LLP (included in Exhibit 5.1)
99.1		Press Release dated May 15, 2024*
104		Cover Page Interactive Data File (formatted as Inline XBRL)

* This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be “filed.”

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: May 1, 2024	By:	/s/ Jeffrey R. Baxter
Date: May 15, 2024	By:	/s/ Jeffrey R. Baxter
		Jeffrey R. Baxter
		President and Chief Executive Officer

Filing Compare · VBI Vaccines Inc/BC