AmpliPhi Biosciences Corporation (NYSEMKT:APHB) Files An 8-K Other Events

Item 8.01 of our Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 8, 2017 (the Original
Form 8-K) with respect to our previously announced underwritten
public offering. The Original Form 8-K stated in the second
paragraph under Item 8.01 that the underwriters option to
purchase 1,043,478 shares of our common stock and accompanying
warrants to purchase 1,043,478 shares of our common stock had
been exercised in full. This Current Report on Form 8-K/A updates
the prior disclosure to reflect only a partial exercise of the
option to purchase additional shares (110,897 shares rather than
1,043,478 shares). The change from full exercise to partial
exercise also affects our expected net proceeds from the offering
that we reported in the Original Form 8-K ($9.1million rather
than $10.4 million, after deducting the underwriting discount and
commissions and estimated offering expenses payable byus).

This Current Report on Form 8-K/A also includes updates to
reflect the fact that the closing of the public offering has been
completed.

In accordance with Rule12b-15 of the Securities Exchange Act of
1934, as amended, the complete text of Item8.01 of the Original
Form 8-K as amended by this Current Report on Form 8-K/A is set
forth below.

On May 4, 2017, we entered into an underwriting agreement with
H.C. Wainwright Co., LLC, relating to the issuance and sale of
6,956,522 shares of our common stock (or pre-funded warrants to
purchase common stock in lieu thereof), and common warrants to
purchase up to an aggregate of 6,956,522 shares of our common
stock in an underwritten public offering. Each share of common
stock and, as applicable, pre-funded warrant is being sold
together with a common warrant to purchase one share of common
stock. The combined price to the public of each share of common
stock and accompanying common warrant will be $1.50, and $1.49
for each pre-funded warrant and accompanying common warrant. For
each pre-funded warrant we sell, the number of shares of common
stock we sell and issue at the closing of the offering will be
decreased on a one-for-one basis. The common warrants will be
immediately exercisable at a price of $1.50 per share of common
stock, subject to adjustment in certain circumstances, and will
expire five years from the date of issuance. The offering closed
on May 10, 2017. The shares of common stock and pre-funded
warrants, and the accompanying common warrants, were issued
separately and became immediately separable upon issuance. We
issued a press release announcing the pricing of the offering on
May 4, 2017, which is attached as Exhibit 99.1 to the Original
Form 8-K/A.

We granted to the underwriter a 30-day option to purchase up to
an additional 1,043,478 shares of common stock and/or warrants to
purchase up to 1,043,478 shares of our common stock, at the
public offering price less discounts and commissions. The option
to purchase additional shares of our common stock was exercised
for 110,897 shares and the option to purchase common warrants to
purchase 1,043,478 shares of our common stock was exercised in
full.

The net proceeds tousfrom the offering are expected to be
approximately $9.1 million (including the net proceeds from the
partial exercise of the option to purchase additional shares of
common stock and full exercise of the option to purchase
additional common warrants), after deducting the underwriting
discount and commissions and estimated offering expenses payable
byus, and excluding any proceeds that may be received upon
exercise of the common warrants. We anticipate using the net
proceeds from the offering for general corporate purposes,
including manufacturing expenses, clinical trial expenses,
research and development expenses, general and administrative
expenses and certain contractual bonuses to our executive
officers.

A registration statement relating to these securities (File No.
333-217169) was declared effective by the Securities and Exchange
Commission (SEC) on May 4, 2017.In addition, a separate
registration statement relating to these securities (File No.
333-217680) was filed with the SEC to Rule 462(b) of the
Securities Act of 1933, as amended, and become automatically
effective on May 4, 2017. The offering was made only by means of
a prospectus forming a part of the effective registration
statements.

The foregoing description of the pre-funded warrants and common
warrants is not complete and is qualified in its entirety by
reference to the full text of the form of pre-funded warrant and
form of common warrant, copies of which are filed as Exhibit 4.1
and Exhibit 4.2, respectively, to the Original Form 8-K.

The disclosures in this report and in the referenced press
release shall not constitute an offer to sell or a solicitation
of an offer to buy the securities described herein, nor shall
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.

Forward Looking Statements

Statements in this report that are not statements of historical
fact are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, without limitation,
statements about our expectations regarding the anticipated use
of the expected net proceeds from the public offering. Words such
as believe, anticipate, plan, expect, intend, will, may, goal,
potential and similar expressions are intended to identify
forward-looking statements, though not all forward-looking
statements necessarily contain these identifying words. Among the
factors that could cause actual results to differ materially from
those indicated in the forward-looking statements are risks and
uncertainties associated withour business and financial condition
in general, including the risks and uncertainties described in
our Annual Report on Form 10-K for the year ended December 31,
2016, as filed with the SEC, and subsequent filings with the SEC.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of
this report. All forward-looking statements are qualified in
their entirety by this cautionary statement, and we undertake no
obligation to revise or update any forward-looking statements to
reflect events or circumstances after the date of this report.

About AmpliPhi Biosciences Corporation (NYSEMKT:APHB)

AmpliPhi Biosciences Corporation is a biotechnology company. The Company is focused on the discovery, development and commercialization of phage therapeutics. The Company is engaged in identifying, characterizing and developing naturally occurring bacteriophages with its collaboration partners in bacteriophage biology, synthetic biology and manufacturing, to develop second-generation bacteriophage products. The Company is engaged in developing these phage product candidates using a discovery and development platform, which is designed for identification, characterization and manufacturing of multiple phage therapies. Each product candidate combines several chosen phages, which target a specific disease-causing bacterial pathogen, such as staphylococcus aureus (S. aureus), Pseudomonas aeruginosa (P. aeruginosa) and clostridium difficile (C. difficile). Its product candidates include AB-SA01, AB-PA01 and AB-CD01.

AmpliPhi Biosciences Corporation (NYSEMKT:APHB) Recent Trading Information

AmpliPhi Biosciences Corporation (NYSEMKT:APHB) closed its last trading session down -0.05 at 1.14 with 708,202 shares trading hands.