UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark
One)



|[X] | ANNUAL
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2016



OR



|[  ] | TRANSITION
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------



For
the transition period from ______________ to _______________



Commission
File Number 001-37769



VBI
VACCINES INC.

(Exact
name of registrant as specified in its charter)



|British
        Columbia, Canada
        (State
        or other jurisdiction of
        incorporation
        or organization) | N/A
        (I.R.S.
        Employer
        Identification
        No.)
|------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------



222
Third Street, Suite 2241

Cambridge,
MA 02142

(Address
of principal executive offices)

(Zip
Code)



(617)
830-3031

(Registrant’s
telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class                   |  | Name
        of each exchange on
        which
        each is registered
|----------------------------------------- |  | -------------------------------------------------------------------------
|Common
    Shares, no par value per share |  | The
    NASDAQ Stock Market LLC                                          



Securities
registered pursuant to Section 12(g) of the Act:



None

(Title
of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No
[X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ].



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer [  ]                                             | Accelerated
    filer [  ]       
|---------------------------------------------------------------------------- | ---------------------------------
|                                                                             |                                  
|Non-accelerated
    filer [  ] (Do not check if a smaller reporting company) | Smaller
    reporting company [X]
|                                                                             |                                  
|                                                                             | Emerging
    growth company [X]  



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. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]



As
of June 30, 2016, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference
to the last sale price of the common equity was $70.0 million.



As
of March 13, 2017, the registrant had 40,024,872 common shares issued and outstanding, with no par value per share.


















EXPLANATORY
NOTE



VBI
Vaccines Inc. (the “Company”) has prepared this Amendment No. 1 (this “Amendment”) on Form 10-K/A to its
annual report on Form 10-K for the fiscal year ended December 31, 2016 (the “Form 10-K”), as filed with the U.S. Securities
and Exchange Commission (the “SEC”) on March 20, 2017, for the purpose of filing Exhibits 10.48 and 10.49 to the Form
10-K. No revisions are being made to the Company’s financial statements and this Amendment does not reflect events occurring
after the filing of the Form 10-K, or modify or update those disclosures that may be affected by subsequent events, and no other
changes are being made to any other disclosure contained in the Form 10-K.



This
Amendment is an exhibit-only filing to add two exhibits that were inadvertently omitted from the original filing. This Amendment
is being filed solely to add Exhibits 10.48 and 10.49. Except for the addition of such exhibits, this Amendment does not update
any exhibits as originally filed.



In
addition, pursuant to the rules of the SEC, Item 15 of the Form 10-K has been amended to contain currently dated certifications
of the Company’s Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act
of 2002. All other information contained in the Form 10-K remains unchanged.



2







PART
IV



ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



Exhibits



The
exhibits filed as part of the Form 10-K, as amended by the Amendment, are listed in the Exhibit Index immediately preceding the
exhibits attached hereto. We have identified in the Exhibit Index each management contract and compensation plan filed as an exhibit
to the Form 10-K in response to Item 15(a) (3) of Form 10-K.



3









SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts,
on this 15th day of May, 2017.



| | VBI
    VACCINES INC.
| | ---------------------
| |                      
| | By:                  
| |                      



| | By: | /s/
    Egidio Nascimento                     
| | --- | ----------------------------------------------
| |     | Egidio
    Nascimento, Chief Financial Officer



4







EXHIBIT
INDEX



|Exhibit
                                                                        No. |  | Description                                                                                                                                                                                                                                                                                                                                          
|----------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|2.1                                                                                 |  | Agreement
    and Plan of Merger, dated as of October 26, 2015 (incorporated by reference to Annex A to the proxy statement/prospectus filed
    as part of the registration statement on Form F-4 (SEC File No. 333-208761), filed with the SEC on December 23, 2015). (1)                                                                          
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|2.2                                                                                 |  | First
    Amendment to Agreement and Plan of Merger, dated as of December 17, 2015 (incorporated by reference to Annex A to the proxy
    statement/prospectus filed as part of the registration statement on Form F-4 (SEC File No. 333-208761), filed with the SEC
    on December 23, 2015).                                                      
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|2.3                                                                                 |  | Arrangement
    Agreement, dated as of March 19, 2015, by and between SciVac Ltd., Levon Resources Ltd. and 1027949 BC Ltd. (incorporated
    by reference to Exhibit 99.1 to the Report on Form 6-K (SEC File No. 000-13248), filed with the SEC on June 9, 2015).                                                                                  
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|2.4                                                                                 |  | Sale
    and Purchase Agreement, dated as of July 18, 2011, by and between Variation Biotechnologies, Inc., EPixis SA and the Persons
    Listed on Schedule 1 therein (incorporated by reference to Exhibit 2.4 to Amendment No. 1 to the registration statement on
    Form F-4 (SEC File No. 333-208761), filed with the SEC on February 5, 2016).
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|3.1                                                                                 |  | Articles
    (incorporated by reference to Exhibit 3.1 to the registration statement on Form F-4 (SEC File No. 333-208761), filed with
    the SEC on December 23, 2015).                                                                                                                                                                            
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|3.2                                                                                 |  | Notice
    of Articles (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the registration statement on Form F-4 (SEC File
    No. 333-208761), filed with the SEC on February 5, 2016).                                                                                                                                                
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|3.3                                                                                 |  | Form
    of Notice of Alteration (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the registration statement on Form
    F-4 (SEC File No. 333-208761) filed with the SEC on February 5, 2016).                                                                                                                                       
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|4.1                                                                                 |  | Warrant
    dated July 25, 2014 issued to PCOF 1, LLC (incorporated by reference to Exhibit 4.1 to VBI DE’s current report on Form
    8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                                           
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|4.2                                                                                 |  | Form
    of Initial Term Note (incorporated by reference to Exhibit 4.3 to VBI DE’s current report on Form 8-K (SEC File No.
    000-18188), filed with the SEC on July 28, 2014).                                                                                                                                                                   
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|4.3                                                                                 |  | Form
    of Delayed Draw Warrant (incorporated by reference to Exhibit 4.2 to VBI DE’s current report on Form 8-K (SEC File No.
    000-18188), filed with the SEC on July 28, 2014).                                                                                                                                                                
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|4.4                                                                                 |  | Form
    of Delayed Draw Note (incorporated by reference to Exhibit 4.4 to VBI DE’s current report on Form 8-K (SEC File No.
    000-18188), filed with the SEC on July 28, 2014).                                                                                                                                                                   
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|4.5                                                                                 |  | Form
    of Term Note (incorporated by reference to Exhibit A to Exhibit 99.1 to the report on Form 6-K (SEC File No. 000-37769), filed
    with the SEC on December 16, 2016).                                                                                                                                                                      
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|4.6                                                                                 |  | Form
    of Second Closing Effective Date Warrant held of record by Perceptive Credit Holdings, LP (incorporated by reference to Exhibit
    E to Exhibit 99.1 to the report on Form 6-K (SEC File No. 000-37769), filed with the SEC on December 16, 2016).                                                                                         
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|10.1(A)**+                                                                          |  | 2016
    VBI Vaccines Equity Incentive Plan.                                                                                                                                                                                                                                                                                                         
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|10.1(B)**+                                                                          |  | 2016
    VBI Vaccines Equity Incentive Plan forms of award agreements.                                                                                                                                                                                                                                                                               
|                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                      
|10.2+                                                                               |  | VBI
    DE 2014 Equity Incentive Plan (incorporated by reference to Annex C to VBI DE’s definitive proxy statement on Schedule
    14A (SEC File No. 000-18188), filed with the SEC on June 30, 2014).                                                                                                                                               



5







|10.3+  |  | 2006
    VBI US Stock Option Plan (incorporated by reference to Exhibit 10.2 to the registration statement on Form S-8 (SEC File No.
    333-198247), filed with the SEC on August 20, 2014).                                                                                                                                                              
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.4   |  | License
    Agreement, dated June 2004, by and between Savient Pharmaceuticals, Inc. and SciGen, Ltd., as amended, (incorporated by reference
    to Exhibit 99.2 to the report on Form 6-K (SEC File No. 000-13248), filed with the SEC on July 20, 2015).                                                                                                
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.5   |  | Voting
    and Support Agreement, dated as of October 26, 2015, by and among SciVac Therapeutics Inc., Seniccav Acquisition Corporation
    and ARCH Venture Fund VI, L.P (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the registration statement
    on Form F-4 (SEC File No. 333-208761), filed with the SEC on February 5, 2016).  
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.6   |  | Voting
    and Support Agreement, dated as of October 26, 2015, by and among SciVac Therapeutics Inc., Seniccav Acquisition Corporation
    and Clarus Lifesciences I, L.P. (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the registration statement
    on Form F-4 (SEC File No. 333-208761), filed with the SEC on February 5, 2016).
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.7+  |  | Employment
    Agreement with Jeff Baxter, dated May 8, 2014 (incorporated by reference to Exhibit 10.5 to VBI DE’s current report
    on form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014 ).                                                                                                                                        
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.8+  |  | Employment
    Agreement with David Anderson, dated May 8, 2014 (incorporated by reference to Exhibit 10.6 to VBI DE’s current report
    on Form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.9+  |  | Employment
    Agreement with Egidio Nascimento, dated May 8, 2014 (incorporated by reference to Exhibit 10.7 to VBI DE’s current report
    on Form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.10+ |  | Employment
    Agreement with Adam Buckley, dated July 25, 2014 (incorporated by reference to Exhibit 10.8 to VBI DE’s current report
    on Form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.11  |  | Credit
    Agreement and Guaranty, dated July 25, 2014, by and between Variation Biotechnologies (US) Inc., VBI Vaccines, Inc. and PCOF
    1, LLC, filed as Exhibit 10.7 to VBI’s Annual Report on Form 10-K/A, filed with the SEC on March 9, 2016 and incorporated
    herein by reference. (2)                                                         
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.12  |  | Pledge
    and Security Agreement issued by Variation Biotechnologies (US) Inc. and certain Guarantors in favor of PCOF 1, LLC, filed
    as Exhibit 10.8 to VBI’s Annual Report on Form 10-K, filed with the SEC on February 26, 2016 and incorporated herein
    by reference.                                                                           
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.13  |  | Form
    of Securities Purchase Agreement, by and among Paulson Capital (Delaware) Corp., Variation Biotechnologies (US), Inc. and
    certain investors (incorporated by reference to Exhibit 10.3 to VBI DE’s current report on Form 8-K (SEC File No. 000-18188),
    filed with the SEC on July 28, 2014).                                             
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.14+ |  | Director
    Services Agreement with Steven Gillis, dated May 8, 2014 (incorporated by reference to Exhibit 10.10 to VBI DE’s current
    report on Form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.15+ |  | Director
    Services Agreement with Jeff Baxter, dated May 8, 2014 (incorporated by reference to Exhibit 10.11 to VBI DE’s current
    report on Form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                                                            
|10.16+ |  | Director
    Services Agreement with Michel De Wilde, dated May 8, 2014 (incorporated by reference to Exhibit 10.13 to VBI DE’s current
    report on Form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                             



6







|10.17+ |  | Director
    Services Agreement with Sam Chawla, dated May 8, 2014 (incorporated by reference to Exhibit 10.14 to VBI DE’s current
    report on Form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                                                                                                          
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.18+ |  | Amendment
    No. 1 to Director Services Agreement with Steven Gillis, dated July 25, 2014 (incorporated by reference to Exhibit 10.17 to
    VBI DE’s current report on Form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                                                                                  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.19+ |  | Amendment
    No. 1 to Director Services Agreement with Michel de Wilde, dated July 25, 2014 (incorporated by reference to Exhibit 10.19
    to VBI DE’s current report on Form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                                                                                
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.20+ |  | Amendment
    No. 1 to Director Services Agreement with Sam Chawla, dated July 25, 2014 (incorporated by reference to Exhibit 10.20 to VBI
    DE’s current report on Form 8-K (SEC File No. 000-18188), filed with the SEC on July 28, 2014).                                                                                                                                                                                     
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.21  |  | First
    Amendment to Credit Agreement, dated as of September 30, 2014, entered into by and among VBI Vaccines Inc., Variation Biotechnologies
    (US) Inc., Variation Biotechnologies Inc. and PCOF 1, LLC, filed as Exhibit 10.1 to VBI’s Current Report on Form 8-K,
    filed with the SEC on October 6, 2014 and incorporated herein by reference.                                                                          
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.22  |  | Second
    Amendment to Credit Agreement, dated March 19, 2015, by and among VBI Vaccines Inc., Variation Biotechnologies (US) Inc.,
    Variation Biotechnologies Inc. and PCOF 1, LLC, filed as Exhibit 10.33 to VBI’s Annual Report on Form 10-K, filed ,with
    the SEC on March 20, 2015 and incorporated herein by reference.                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.23  |  | Collaboration
    and Option License Agreement, dated April 2, 2015, by and between Variation Biotechnologies, Inc. and Sanofi Vaccines Technologies
    S.A.S (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to VBI DE’s current report on Form 8-K SEC File
    No. 000-18188), filed with the SEC on April 29, 2015). (2)                                                                                        
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.24  |  | Form
    of Securities Purchase Agreement, dated as of August 13, 2015, by and between VBI Vaccines Inc. and certain accredited investors
    (incorporated by reference to Exhibit 10.1 to VBI DE’s current report on Form 8-K (SEC File No. 000-18188), filed with
    the SEC on August 18, 2015).                                                                                                                              
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.25+ |  | Director
    Services Agreement with Scott Requadt, dated as of December 8, 2015 (incorporated by reference to Exhibit 10.1 to VBI DE’s
    Current Report on Form 8-K (SEC File No. 000-18188), filed with the SEC on December 11, 2015).                                                                                                                                                                                         
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.26  |  | License
    Agreement, by and among University Pierre and Marie Curie, The National Institute of Health and Medical Research Public National
    Scientific and Technological and Ecole Normale Superieure de Lyon, and Epixis SA (incorporated by reference to Exhibit 10.45
    to Amendment No. 1 to the registration statement on Form F-4 (SEC File No. 333-208761), filed with the SEC on February 5,
    2016).             
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.27  |  | Amendment
    to License Agreement, by and among University Pierre and Marie Curie, The National Institute of Health and Medical Research
    Public National Scientific and Technological and Ecole Normale Superieure de Lyon, and Epixis SA (incorporated by reference
    to Exhibit 10.46 to Amendment No. 1 to the registration statement on Form F-4 (SEC File No. 333-208761), filed with the SEC
    on February 5, 2016).
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.28  |  | Lease
    Agreement, dated May 31, 2012, by and between American Twine Limited Partnership and Variation Biotechnologies (US), Inc.,
    as amended (incorporated by reference to Exhibit 10.47 to Amendment No. 1 to the registration statement on Form F-4 (SEC File
    No. 333-208761), filed with the SEC on February 5, 2016).                                                                                               



7







|10.29    |  | Sub-Sublease,
    dated September 1, 2014, by and between Iogen Corporation and Variation Biotechnologies Inc. (incorporated by reference to
    Exhibit 10.48 to Amendment No. 1 to the registration statement on Form F-4 (SEC File No. 333-208761), filed with the SEC on
    February 5, 2016).                                                       
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.30    |  | Evaluation
    and Option Agreement, dated February 8, 2016, by and between Variation Biotechnologies Inc. and GlaxoSmithKline Biologicals
    SA (incorporated by reference to Exhibit 10.28 to VBI DE’s annual report on Form 10-K (SEC File No. 000-18188), filed
    with the SEC on February 26, 2016). (2)                                          
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.31    |  | Amendment
    of Sub-sublease, dated March 18, 2016, by and between Iogen Corporation and Variation Biotechnologies Inc. (incorporated by
    reference to Exhibit 10.1 to VBI DE’s current report on Form 8-K (SEC File No. 000-18188), filed with the SEC on March
    21, 2016).                                                                       
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.32**+ |  | Offer
    Letter with Curt Lockshin, effective as of May 9, 2016.                                                                                                                                                                                                                                                                                         
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.33**+ |  | Offer
    Letter with Jim Martin, effective as of May 9, 2016.                                                                                                                                                                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.34**+ |  | Director
    Services Agreement with Adam Logal, dated as of July 26, 2016.                                                                                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.35**+ |  | Director
    Services Agreement with Steven D. Rubin, dated as of July 26, 2016.                                                                                                                                                                                                                                                                          
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.36**+ |  | Separation
    and Release Agreement with Jim Martin, dated September 1, 2016.                                                                                                                                                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.37**+ |  | Amendment
    No. 1 to Director Services Agreement with Jeff Baxter, dated October 25, 2016.                                                                                                                                                                                                                                                              
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.38**+ |  | Amendment
    No. 1 to Director Services Agreement with Scott Requadt, dated October 25, 2016                                                                                                                                                                                                                                                             
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.39**+ |  | Amendment
    No. 2 to Director Services Agreement with Steven Gillis, dated October 25, 2016.                                                                                                                                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.40**+ |  | Amendment
    No. 2 to Director Services Agreement with Sam Chawla, dated October 25, 2016.                                                                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.41**+ |  | Amendment
    No. 2 to Director Services Agreement with Michel De Wilde, dated October 25, 2016                                                                                                                                                                                                                                                           
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.42**+ |  | Consulting
    Agreement with Francisco Diaz-Mitoma, dated July 1, 2016.                                                                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.43**+ |  | Offer
    letter with Nell Beattie, dated June 22, 2015.                                                                                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.44    |  | Amended
    and Restated Credit Agreement and Guaranty, dated as of December 6, 2016, by and among Variation Biotechnologies (US), Inc.,
    the Guarantors party thereto, and Perceptive Credit Holdings, LP (incorporated by reference to Exhibit 99.1 to the report
    on Form 6-K (SEC File No. 000-37769), filed with the SEC on December 16, 2016).
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.45    |  | Supplement,
    dated as of December 6, 2016, to the Pledge and Security Agreement, dated as of July 25, 2014, among the Grantors in favor
    of Perceptive Credit Holdings, LP (incorporated by reference to Exhibit 99.2 to the report on Form 6-K (SEC File No. 000-37769),
    filed with the SEC on December 16, 2016).                             
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.46**+ |  | Separation
    and Release Agreement with Curt Lockshin, dated as of December 22, 2016.                                                                                                                                                                                                                                                                   
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.47**  |  | Waiver
    Agreement, dated as of March 14, 2017, by and among Variation Biotechnologies (US), Inc., the Guarantors party thereto, and
    Perceptive Credit Holdings, LP.                                                                                                                                                                                
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.48*   |  | Form
    of Share Purchase Agreement, dated as of June 20, 2016, by and among VBI Vaccines Inc. and each investor identified on the
    signature pages thereto.                                                                                                                                                                                          
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|10.49*   |  | Form
    of Share Purchase Agreement, dated as of December 5, 2016, by and among VBI Vaccines Inc. and each investor identified on
    the signature pages thereto                                                                                                                                                                                        
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|21.1**   |  | Subsidiary
    List of VBI Vaccines Inc.                                                                                                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|23.1**   |  | Consent
    of EisnerEmper LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                                                                                                           
|23.2**   |  | Consent
    of Smythe LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                 



8







|24.1**    |  | Powers
    of Attorney (attached to the signature page hereto).                                                                                                 
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |  |                                                                                                                                                                 
|31.1**    |  | Certification
    of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.                               
|          |  |                                                                                                                                                                 
|31.2**    |  | Certification
    of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.                               
|          |  |                                                                                                                                                                 
|31.3*     |  | Certification
    of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.                               
|          |  |                                                                                                                                                                 
|31.4*     |  | Certification
    of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.                               
|          |  |                                                                                                                                                                 
|32.1***   |  | Certification
    of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.
    Section 1350.
|          |  |                                                                                                                                                                 
|32.2***   |  | Certification
    of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.
    Section 1350.
|          |  |                                                                                                                                                                 
|101.INS** |  | XBRL
    Instance Document.                                                                                                                                     
|          |  |                                                                                                                                                                 
|101.SCH** |  | XBRL
    Taxonomy Extension Schema Document.                                                                                                                    
|          |  |                                                                                                                                                                 
|101.CAL** |  | XBRL
    Taxonomy Extension Calculation Linkbase Document.                                                                                                      
|          |  |                                                                                                                                                                 
|101.DEF** |  | XBRL
    Taxonomy Extension Definition Linkbase Document.                                                                                                       
|          |  |                                                                                                                                                                 
|101.LAB** |  | XBRL
    Taxonomy Extension Labels Linkbase Document.                                                                                                           
|          |  |                                                                                                                                                                 
|101.PRE** |  | XBRL
    Taxonomy Extension Presentation Linkbase Document.                                                                                                     



*
Filed herewith.



**
Previously filed with the Form 10-K.



***
Previously furnished with the Form 10-K.



+
Indicates a management contract or compensatory plan.



(1)
The schedules and exhibits to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of
Regulation S-K. We will furnish copies of any such schedules and exhibits to the SEC upon request.



(2)
Certain material has been omitted from this document pursuant to a request for confidential treatment. The omitted material has
been filed separately with the SEC.



9