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): ~~June~~July 2529, 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 5 1.0703 ~~Submission~~Bankruptcy ofor ~~Matters to a Vote of Security Holders.~~Receivership

On ~~June~~July 2529, 2024, after considering all strategic alternatives following consultation with its legal and financial advisors, VBI Vaccines Inc. (the “Company”) ~~held~~and its ~~2024~~subsidiaries ~~Annual~~commenced ~~General~~voluntary ~~Meeting~~restructuring ofunder ~~Shareholders (~~the ~~“Annual Meeting”).~~jurisdiction Atof the ~~Annual~~Ontario Superior ~~Meeting,~~Court ~~the~~of ~~shareholders~~Justice ~~voted to:~~ (1Commercial List) ~~elect~~pursuant to the ~~nominated~~Companies’ ~~directors~~Creditors ofArrangement Act (the ~~Company~~“CCAA toProceedings”). In ~~serve~~connection ~~until~~with these proceedings, the ~~next~~ ~~annual~~Company ~~meeting~~and certain of ~~shareholders~~its orsubsidiaries ~~until~~intend ~~the~~to ~~appointment~~commence ora ~~election~~case ~~and~~under ~~qualification~~Chapter 15 of ~~their~~the ~~successors~~United States ~~and~~Bankruptcy Code (2the “Bankruptcy Code”) ~~approve~~under the ~~appointment~~ jurisdiction of ~~EisnerAmper~~the ~~LLP~~U.S. asBankruptcy Court for the District ~~Company’s~~of ~~independent~~Delaware ~~registered~~(the ~~public~~“Chapter ~~accounting~~15 ~~firm~~Proceedings”) ~~until~~and under the ~~next~~relevant ~~annual~~provisions ~~meeting~~ of ~~shareholders~~the Israeli Insolvency and toEconomic ~~authorize~~Rehabilitation ~~the~~Law, ~~audit~~2018 ~~committee~~ (the “~~Audit~~Israeli ~~Committee~~Proceedings”), ofand together with the ~~board~~CCAA ofProceedings ~~directors~~and the ofChapter 15 Proceedings, the ~~Company~~“Restructuring toProceedings”). ~~fix~~The ~~EisnerAmper~~initial order granted through the CCAA Proceedings ~~LLP’s~~provides ~~remuneration~~for, asamong ~~set~~other ~~forth~~things: in(i) ~~the~~a ~~Company’s~~stay ~~definitive~~of ~~proxy~~proceedings ~~statement~~in ~~filed~~favor ~~with~~of the ~~U.S.~~Company, ~~Securities~~(ii) ~~and~~approval ~~Exchange Commission~~of onthe ~~April~~Debtor-in-Possession 29Financing (as defined below), ~~2024~~and (iii) the ~~“Proxy~~appointment ~~Statement”).~~of ~~Each~~Ernst of& ~~these~~Young ~~proposals~~Inc. is(“EY”) ~~described~~to inserve ~~more~~as ~~detail~~monitor in the ~~Proxy~~court during ~~Statement~~the Restructuring Proceedings.

AtThe ~~the~~Company ~~beginning~~has notified Nasdaq of the ~~Annual~~foregoing ~~Meeting,~~and ~~there~~expects ~~were~~that ~~13,879,327~~its common shares, ~~present~~no atpar ~~the~~value ~~Annual~~per ~~Meeting~~share, inwill ~~person~~cease ortrading byon ~~proxy,~~the Nasdaq ~~which~~Capital ~~represented~~Market ~~48.39%~~(“Nasdaq”) ofupon ~~the~~such ~~outstanding~~date ~~common~~that ~~shares~~Nasdaq ~~entitled~~determines, toand ~~vote~~that atNasdaq ~~the~~will ~~Annual~~subsequently ~~Meeting~~file ~~and which constituted~~ a ~~quorum~~Form ~~for~~25 with the ~~transaction~~United ofStates ~~business.~~Securities ~~Holders~~and ofExchange Commission (the “SEC”) to delist the Company’s common shares. ~~were~~The ~~entitled~~Company expects to ~~one~~cease ~~vote~~reporting ~~for each share held~~ as ofa ~~the close~~public ofreporting ~~business on April 26, 2024, the record date for the Annual Meeting~~company.

~~The~~Debtor-in-Possession ~~voting results on these proposals were as follows:~~Financing

~~Proposal~~On 1:July ~~Election~~29, 2024, the Company entered into a binding Debtor-In-Possession Facility Term Sheet (the “Binding Term Sheet”) with the Company’s existing senior secured lender, K2 HealthVentures LLC (“K2HV”). Pursuant to the Binding Term Sheet, K2HV has agreed to make up to $2,500,000 available to the Company and its subsidiaries in accordance with the terms of ~~eight~~the Binding ~~directors~~Term Sheet (the “DIP Facility”). The availability of advances is subject to customary conditions precedent for DIP financings. The Company will use the proceeds of the loan in order to fund the Company’s operating expenses during the pendency of the Restructuring Proceedings in accordance with a pre-approved operating budget. The DIP Facility will accrue interest at a rate of 17.5% per annum and is subject to customary affirmative covenants, negative covenants and events of default for DIP financings. The DIP Facility matures and is due payable in cash by the Company on the earliest to occur of (i) September 6, 2024 (or such later date as the DIP Lender may agree), (ii) the stay or termination of the CCAA, (iii) the date of closing of the sale of substantially all of the Company’s assets, (iv) the confirmation of a plan or arrangement within the CCAA proceeding, (v) the occurrence of an event of default or (vi) the conversion of the CCAA into a liquidation of the Company.

Director	Votes For		Withheld		Broker Non-Votes
Steven Gillis		3,663,424		882,856		9,333,047
Damian Braga		3,651,602		892,907		9,334,818
Joanne Cordeiro		3,776,579		769,703		9,333,045
Michel De Wilde		3,625,156		919,353		9,334,818
Vaughn Himes		3,813,210		733,071		9,333,046
Blaine H. McKee		3,778,849		767,432		9,333,046
Jeffrey R. Baxter		3,685,583		858,927		9,334,817
Nell Beattie		3,714,249		830,260		9,334,818

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Each~~The ofinformation regarding the ~~eight~~Binding ~~nominees~~Term ~~for~~Sheet ~~director~~and ~~was~~the ~~elected~~DIP toFacility ~~serve~~set ~~until~~forth ~~the~~in ~~next~~Item ~~annual~~1.03 ~~meeting~~ of ~~shareholders~~this ~~and~~Current ~~until~~Report ~~his~~on orForm ~~her~~8-K ~~successor~~is incorporated ~~has~~into ~~been~~this ~~elected~~Item ~~and~~2.03 ~~qualified,~~by ~~or until his or her earlier death, resignation, or removal~~reference.

~~Proposal~~ Item 2:.04 ~~Approval~~Triggering ofEvents ~~the~~That ~~appointment~~Accelerate ofor ~~EisnerAmper~~Increase ~~LLP~~a asDirect ~~the~~Financial ~~independent~~Obligation ~~registered~~or ~~public~~an ~~accounting~~Obligation ~~firm~~Under ofan ~~the~~Off-Balance ~~Company~~Sheet ~~until the next annual meeting of shareholders and to authorize the Audit Committee to fix EisnerAmper LLP’s remuneration~~Arrangement

Votes For		Votes Against				Abstentions				Broker Non-Votes
12,931,798			0				947,529				0

The commencement of the Restructuring Proceedings described in Item 1.03 of this Current Report on Form 8-K constitutes an event of default that accelerated the Company’s and its subsidiaries’ (the “Debtors”) respective obligations pursuant to the Loan and Guaranty Agreement, dated as of May 22, 2022 (as amended, the “Loan Agreement”), by and among K2HV and any other lenders party thereto from time to time.

~~The~~Pursuant ~~shareholders~~to ~~approved~~ the ~~appointment~~Loan Agreement, as a result of ~~EisnerAmper~~the ~~LLP~~Restructuring asProceedings, all obligations due under the ~~Company’s~~Loan ~~independent~~Agreement, ~~registered~~including ~~public~~but ~~accounting~~not limited ~~firm~~to ~~until~~the principal and accrued interest due pursuant to the Loan Agreement and any fees and any lender expenses are immediately ~~next~~due ~~annual~~and ~~meeting~~payable without further action by K2HV. The default interest rate shall also be increased by five percentage points (5%) above the then-applicable rate prior to such event of ~~shareholders~~default. ~~and~~As ~~authorized~~a result of the ~~Audit~~Restructuring ~~Committee~~Proceedings, the ability of the Debtors’ creditors to ~~fix~~seek ~~EisnerAmper~~remedies ~~LLP~~to enforce their respective rights against the Debtors under the Loan Agreement are stayed and the holders’s rights ~~remuneration~~of enforcement in respect of the Loan Agreement are subject to the applicable provisions of the CCAA and the Bankruptcy Code.

Item 8.01 Other Events.

On ~~June~~July 2530, 2024, the Company issued a press release announcing that the ~~voting~~Debtors ~~results~~have ~~from~~filed petitions to initiate the ~~Annual~~Restructuring ~~Meeting~~Proceedings. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is ~~hereby~~ incorporated by reference herein.

Cautionary Information Regarding Trading in the Company’s Securities

The Company cautions that trading in the Company’s securities during the pendency of the Restructuring Proceedings is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value realized, if any, by holders of the Company’s securities in the Restructuring Proceedings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Forward-looking statements are not statements of historical facts and often contain words such as “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “estimate,” “seek,” “could,” “should,” “intend,” “potential,” or words of similar meaning. Forward-looking statements are based on management’s current expectations, beliefs, assumptions and estimates regarding the company, industry, economic conditions, government regulations and other factors. Forward-looking statements may include, for example, statements regarding the timing, manner, outcome and impact of the Restructuring Proceedings, and other statements regarding the Company’s plans, strategies, prospects and expectations concerning the Company’s business, operating results, financial condition, liquidity and other matters that do not relate strictly to historical facts. These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements, including risks and uncertainties regarding the Company’s ability to successfully complete a sale process under Chapter 15 and/or the CCAA and/or Israeli Insolvency Law; potential adverse effects of the Restructuring Proceedings on the Company’s liquidity and results of operations; the Company’s ability to obtain timely approval by the applicable courts with respect to the motions filed in the Restructuring Proceedings; objections to the Company’s sale process, the DIP Facility, or other pleadings filed that could protract the Restructuring Proceedings; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties, including the Company’s ability to provide adequate compensation and benefits during Restructuring Proceedings; the Company’s ability to comply with the restrictions imposed by the DIP Facility and other financing arrangements; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 15, CCAA filings, and proceedings under the Israeli Insolvency Law; the applicable rulings in the Restructuring Proceedings, including the approval of the DIP Facility, and the outcome of the Restructuring Proceedings generally; the length of time that the Company will operate under Chapter 15, CCAA protection, and protection under Israeli Insolvency Law and the continued availability of operating capital during the pendency of the proceedings; risks associated with third party motions in the Restructuring Proceedings, which may interfere with the Company’s ability to consummate a sale; and increased administrative and legal costs related to the Chapter 15, the CCAA proceedings, proceedings under Israeli Insolvency Law, and other litigation and inherent risks involved in a bankruptcy process. Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports the Company files with the SEC, including those in “Item 1A - Risk Factors” in the Company’s most recent Annual Report on Form 10-K and any updates thereto in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Additional factors, events, or uncertainties that may emerge from time to time, or those that the Company currently deems to be immaterial, could cause the Company’s actual results to differ, and it is not possible for the Company to predict all of them. The Company makes forward-looking statements based on currently available information, and the Company assumes no obligation to, and expressly disclaim any obligation to, update or revise publicly any forward-looking statements made in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated ~~June~~July 2530, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	VBI Vaccines Inc.
Date: June 25, 2024	By:	/s/ Jeffrey R. Baxter
Date: July 30, 2024	By:	/s/ Jeffrey R. Baxter
		Jeffrey R. Baxter
		President and Chief Executive Officer

Filing Compare · VBI Vaccines Inc/BC