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 924, 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 each 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 13.01. ~~Entry~~Notice ~~Into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On May 1524, 2024, VBI Vaccines Inc. (the “Company”) ~~entered~~received ~~into~~a anletter ~~At The Market Offering Agreement~~ (the “~~Sales Agreement~~Notice”) ~~with~~ ~~H.C.~~from ~~Wainwright~~the &Listing ~~Co.,~~Qualifications Department ~~LLC,~~of asthe ~~sales~~Nasdaq ~~agent~~Stock Market (the “~~Wainwright~~Staff”), ~~pursuant~~indicating tothat ~~which~~it ~~the~~is ~~Company~~no ~~may~~longer ~~offer~~in ~~and~~compliance ~~sell,~~with ~~from time~~the tominimum ~~time~~stockholders’ equity ~~through~~requirement ~~Wainwright, common shares, no par value per share~~ (the “~~Shares~~Minimum Stockholders’ Equity Requirement”), for ~~aggregate~~continued ~~gross~~listing ~~proceeds~~on ofthe ~~up to~~Nasdaq ~~$8,468,289~~Capital Market (~~the~~ “~~ATM Offering~~Nasdaq”). ~~The offer and sale of the Shares will be made~~ pursuant to aNasdaq ~~registration~~Listing ~~statement~~Rule ~~on Form S-3~~ 5550(~~File No~~b)(1). ~~333-267109),~~Nasdaq asListing ~~amended,~~Rule ~~originally filed with the Securities and Exchange Commission~~ 5550(~~the “SEC”~~b) on(1) ~~August~~requires ~~26,~~listed ~~2022,~~companies ~~and~~to ~~declared~~maintain stockholders’ ~~effective~~equity byof ~~the~~at ~~SEC~~least ~~on September 6~~$2, ~~2022~~500,000 ~~and~~or ~~the~~meet ~~related prospectus contained therein (~~the ~~“Registration Statement”),~~alternative ascompliance ~~supplemented~~standards ~~by a prospectus supplement~~ relating to the ~~ATM~~market ~~Offering,~~value ~~dated~~of ~~May 15, 2024, and filed with the~~listed ~~SEC~~securities onor ~~such~~net ~~date~~income ~~pursuant~~from tocontinuing ~~Rule~~operations, ~~424(b)~~which ~~under~~ the ~~Securities~~Company ~~Act~~does ofnot ~~1933,~~currently ~~as amended (the “Securities Act”)~~meet.

Pursuant to the ~~Sales~~Notice ~~Agreement,~~and ~~Wainwright may sell~~ the ~~Shares~~listing inrules ~~sales~~of ~~deemed~~Nasdaq, toNasdaq behas ~~“at-~~provided the~~-market”~~ ~~equity~~Company ~~offerings~~with as45 ~~defined in~~calendar ~~Rule~~days, ~~415~~or ~~promulgated~~until ~~under~~July ~~the~~8, ~~Securities Act~~2024, ~~including~~to ~~sales~~submit a ~~made~~plan ~~directly~~to onregain orcompliance ~~through~~with the ~~Nasdaq~~Minimum ~~Capital~~Stockholders’ ~~Market~~Equity ~~or any other method permitted by law~~Requirement. If ~~agreed to in a separate terms agreement,~~ the Company’s ~~may~~plan ~~sell the Shares~~ to ~~Wainwright~~regain ascompliance is ~~principal~~accepted, at aNasdaq ~~purchase~~can ~~price~~grant ~~agreed~~an ~~upon~~extension byof ~~Wainwright~~up ~~and~~to ~~the~~180 ~~Company.~~calendar ~~Wainwright~~days ~~may~~from ~~also~~the ~~sell~~date of the ~~Shares~~Notice into ~~negotiated~~regain ~~transactions~~compliance. ~~with~~If the Company’s plan ~~prior~~to ~~approval.~~regain ~~The~~compliance ~~offer~~is ~~and~~not ~~sale~~accepted, ofor ~~the~~if ~~Shares~~it ~~pursuant~~is toaccepted and the ~~ATM~~Company ~~Offering~~does ~~will~~not ~~terminate~~regain ~~upon~~compliance in the ~~earlier~~timeframe ~~of (a)~~required ~~the~~by ~~sale~~Nasdaq, of the ~~Shares~~Staff ~~pursuant~~could toprovide ~~the~~notice ~~prospectus~~that ~~supplement~~the ~~filed~~Company’s oncommon ~~May~~shares ~~15,~~are ~~2024,~~subject ~~having~~to andelisting. ~~aggregate~~The ~~sales~~Notice ~~price~~has ofno ~~$8,468,289, or~~immediate ~~(b)~~impact on the ~~termination~~listing of the ~~Sales~~Company’s ~~Agreement~~common byshares, ~~Wainwright~~which orwill ~~the~~continue ~~Company pursuant~~ to ~~its~~be ~~terms.~~listed ~~The~~and ~~Company~~traded ~~has~~on noNasdaq, ~~obligation~~subject to ~~sell~~the Company’s ~~any~~compliance ofwith the ~~Shares,~~other ~~and~~listing ~~may~~requirements atof ~~any time suspend offers under the Sales Agreement~~Nasdaq.

The Company is currently evaluating options to regain compliance and intends to ~~use~~timely submit a plan to regain compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement. Although the ~~net~~Company ~~proceeds~~will ~~from~~use all reasonable efforts to achieve compliance with the ~~ATM~~Minimum Stockholders’ ~~Offering~~Equity Requirement, ifthere ~~any~~can be no assurance that the Company will be able to regain compliance with the Minimum Stockholders’ Equity Requirement or other current outstanding Nasdaq deficiencies pursuant to the Nasdaq listing rules, ~~for~~or ~~working~~that the ~~capital~~Company ~~and~~will ~~general~~otherwise ~~corporate~~be ~~purposes~~in compliance with other Nasdaq listing criteria.

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 15, 2024	By:	/s/ Jeffrey R. Baxter
Date: May 24, 2024	By:	/s/ Jeffrey R. Baxter
		Jeffrey R. Baxter
		President and Chief Executive Officer

Filing Compare · VBI Vaccines Inc/BC