UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

Amendment No. 1

(Mark One)



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





For the fiscal year ended December 31, 2015



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 000-18188



VBI VACCINES INC.

(Exact name of registrant as specified in its charter)



|DELAWARE
(State or other jurisdiction of incorporation or organization) | 93-0589534
(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 Stock, par value $0.0001 | NASDAQ Capital Market                            



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.



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



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



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.



As of June 30, 2015, 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 $23,174,944.



Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.



As of February 24, 2016 the issuer had 25,498,130 shares of common stock, par value $0.0001, issued and outstanding.










Explanatory Note



VBI Vaccines Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (the “Annual Report”), as originally filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2016 (the “Original Filing Date”). This Amendment No. 1 is being filed solely to amend Exhibit 10.7 (the “Exhibit”) originally filed with the Annual Report. The Company had sought confidential treatment under Rule 406(b) promulgated under the Securities Act of 1933, as amended and Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for portions of the Exhibit and, following correspondence and conversations with the Staff of the Commission's Division of Corporate Finance, is re-filing the Exhibit to address comments the Company received from the Staff in response to its request for confidential treatment.



The Exhibit filed herewith supersedes in its entirety the Exhibit originally filed with the Annual Report. Except for the revised Exhibit, this Amendment No. 1 does not amend any other information set forth in the Annual Report. This Amendment No. 1 speaks as of the Original Filing Date, does not reflect any events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any disclosures made in the Annual Report. Additionally, in connection with the filing of this Amendment No. 1, the Company is including new certifications of the Company's chief executive officer and chief financial officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.1350) as no financial statements are being filed with this Amendment No. 1.










PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



Exhibits



The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the exhibits. We have identified in the Exhibit Index each management contract and compensation plan filed as an exhibit to this Annual Report on Form 10-K in response to Item 15(a) (3) of Form 10-K.










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, State of Massachusetts, on this 9th day of March, 2016.



| | VBI VACCINES INC. |                                        
| | ----------------- | ---------------------------------------
| |                   |                                        
| |                   |                                        
| | By:               | /s/ Jeff Baxter                        
| |                   | Jeff R. Baxter, Chief Executive Officer
| |                   | Principal Executive Officer            










|Exhibit
No. |  | Description of Document                                                                                                                                                                                                            
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                    
|2.1         |  | Agreement and Plan of Merger dated as of May 8, 2014, by and among the Company, VBI (US) and Merger Sub (1)                                                                                                                        
|2.2         |  | Agreement and Plan of Merger, dated as of October 26, 2015, by and among the Company, SciVac and Sub (2)                                                                                                                           
|2.3         |  | First Amendment to Agreement and Plan of Merger, dated as of December 17, 2015 (3)                                                                                                                                                 
|2.4         |  | Sale and Purchase Agreement between Variation Biotechnologies Inc., ePixis SA and the Persons Listed on Schedule 1 thereto (12)                                                                                                    
|3.1         |  | Amended and Restated Certificate of Incorporation (4)                                                                                                                                                                              
|3.1.1       |  | Certificate of Designation of Rights and Limitations of Series 1 Convertible Preferred Stock (4)                                                                                                                                   
|3.2         |  | Amended and Restated Bylaws (5)                                                                                                                                                                                                    
|4.1         |  | Warrant dated July 25, 2014 issued to PCOF 1, LLC (4)                                                                                                                                                                              
|4.2         |  | Form of Delayed Draw Warrant (4)                                                                                                                                                                                                   
|4.3         |  | Form of Delayed Draw Note (4)                                                                                                                                                                                                      
|4.4         |  | Initial Term Note issued to PCOF 1, LLC (4)                                                                                                                                                                                        
|10.1        |  | VBI Vaccines Inc. 2014 Equity Incentive Plan (6)                                                                                                                                                                                   
|10.2        |  | Employment Agreement with Jeff R. Baxter (4)+                                                                                                                                                                                      
|10.3        |  | Employment Agreement with Egidio Nascimento (4)+                                                                                                                                                                                   
|10.4        |  | Employment Agreement with David E. Anderson (4)+                                                                                                                                                                                   
|10.5        |  | Employment Agreement with T. Adam Buckley (4)+                                                                                                                                                                                     
|10.6        |  | Employment Agreement with Marc Kirchmeier (4)+                                                                                                                                                                                     
|10.7        |  | Credit Agreement and Guaranty dated July 25, 2014 between Variation Biotechnologies (US), Inc., certain Guarantors and PCOF 1, LLC (14)*                                                                                           
|10.8        |  | Pledge and Security Agreement, dated July 25, 2014, issued by Variation Biotechnologies (US), Inc. and certain Guarantors in favor of PCOF 1, LLC**                                                                                
|10.9        |  | Director Services Agreement with Steven Gillis (4)+                                                                                                                                                                                
|10.10       |  | Director Services Agreement with Jeff R. Baxter (4)+                                                                                                                                                                               
|10.11       |  | Director Services Agreement with Michel De Wilde (4)+                                                                                                                                                                              
|10.12       |  | Director Services Agreement with Sam Chawla (4)+                                                                                                                                                                                   
|10.13       |  | Director Services Agreement (Trent D. Davis) dated July 25, 2014 (4)+                                                                                                                                                              
|10.14       |  | Director Services Agreement (Alan P. Timmins) dated July 25, 2014 (4)+                                                                                                                                                             
|10.15       |  | Amendment No. 1 to Director Services Agreement (Steven Gillis) dated July 25, 2014 (4)+                                                                                                                                            
|10.16       |  | Amendment No. 1 to Director Services Agreement (Michel de Wilde) dated July 25, 2014 (4)+                                                                                                                                          
|10.17       |  | Amendment No. 1 to Director Services Agreement (Sam Chawla) dated July 25, 2014 (4)+                                                                                                                                               
|10.18       |  | First Amendment to Credit Agreement dated September 30, 2014 entered into by the registrant, Variation Biotechnologies (US) Inc., Variation Biotechnologies Inc. and PCOF 1, LLC (8)                                               
|10.19       |  | Second Amendment to Credit Agreement dated March 19, 2015 entered into by the registrant, Variation Biotechnologies (US) Inc., Variation Biotechnologies Inc. and PCOF 1, LLC(5)                                                   
|10.20       |  | Collaboration and Option License Agreement, dated April 2, 2015, by and between Variation Biotechnologies Inc. and Sanofi Vaccines Technologies S.A.S.(9)(13)                                                                      
|10.21       |  | Form of Securities Purchase Agreement, dated as of August 13, 2015, by and between VBI Vaccines Inc. and certain accredited investors (10)                                                                                         
|10.22       |  | Director Services Agreement with Scott Requadt, dated as of December 8, 2015 (11)+                                                                                                                                                 
|10.23       |  | GMP-Manufacturing Services Agreement, effective as of September 26, 2014, by and between Variation Biotechnologies Inc. and Paragon Bioservices, Inc. (12)                                                                         
|10.24       |  | 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. (12)    
|10.25       |  | Amendment to License Agreement 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 (12)
|10.26       |  | Lease Agreement, dated May 31, 2012, by and between American Twine Limited Partnership and Variation Biotechnologies (US), Inc., as amended (12)                                                                                   
|10.27       |  | Sub-Sublease, dated September 1, 2014, by and between Iogen Corporation and Variation Biotechnologies Inc.(12)                                                                                                                     










|10.28   |  | Evaluation and Option Agreement, dated February 8, 2016, by and between Variation Biotechnologies Inc. and GlaxoSmithKline Biologicals SA (15)**            
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1*   |  | Certification of Principal 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.                               
|32.1*** |  | Certification of Principal 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                                                                                                                                           
|101.SCH** |  | XBRL Taxonomy Extension Schema                                                                                                                          
|101.CAL** |  | XBRL Taxonomy Extension Calculation                                                                                                                     
|101.DEF** |  | XBRL Taxonomy Extension Definition                                                                                                                      
|101.LAB** |  | XBRL Taxonomy Extension Labels                                                                                                                          
|101.PRE** |  | XBRL Taxonomy Extension Presentation                                                                                                                    



| | *   | Filed herewith.                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | **  | Previously filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.                                                                                                   
| | *** | Previously furnished and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, with the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
| | +   | Agreement with management.                                                                                                                                                                             



(1) Incorporated by reference to Annex A to the registrant’s definitive proxy statement on Schedule 14A filed with the SEC on June 30, 2014.

(2) Incorporated by reference to the Current Report on Form 8-K filed by the registrant with the SEC on October 26, 2015.

(3) Incorporated by reference to the Current Report on Form 8-K filed by the registrant with the SEC on December 22, 2015.

(4) Incorporated by reference to the Current Report on Form 8-K filed by the registrant with the SEC on July 28, 2014.

(5) Incorporated by reference to the Annual Report on Form 10-K filed by the registrant with the SEC on March 20, 2015.

(6) Incorporated by reference to Annex C to the Registrant’s Preliminary Proxy Statement on Schedule 14A filed with the SEC on May 9, 2014.

(7) Incorporated by reference to Annex C to the Registrant’s Preliminary Proxy Statement on Schedule 14A filed with the SEC on May 14, 2014.

(8) Incorporated by reference to the Current Report on Form 8-K filed by the registrant with the SEC on October 6, 2014.

(9) Incorporated by reference to the Current Report on Form 8-K, filed by the registrant with the SEC on April 29, 2015.

(10) Incorporated by reference to the Current Report on Form 8-K, filed by the registrant with the SEC on August 18, 2014.

(11) Incorporated by reference to the Current Report on Form 8-K, filed by the registrant with the SEC on December 11, 2015.

(12) Incorporated by reference to the F-4/A Registration Statement filed by SciVac Pharmaceuticals Inc. on February 5, 2016.

(13) Certain provisions have not been publicly disclosed in accordance with that certain Order Granting Confidential Treatment issued by the SEC on June 23, 2015.

(14) Information omitted pursuant to a Confidential Treatment Request filed with the SEC on February 25, 2016.

(15) Information omitted pursuant to a Confidential Treatment Request filed with the SEC on February 9, 2016.