VBI VACCINES INC. (TSE:VBV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 22, 2020, VBI Vaccines Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc. and Oppenheimer & Co. Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 45,454,545 common shares (the “Underwritten Shares”) of the Company. All of the Underwritten Shares are being sold by the Company. The offering price to the public of the Underwritten Shares is $1.10 per share, and the Underwriters have agreed to purchase the Underwritten Shares from the Company to the Underwriting Agreement at a price of $1.034 per share. to the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to additional 6,818,181 common shares. After underwriting discounts and commissions, the Company expects to receive net proceeds from the offering of approximately $46.8 million (or approximately $53.9 million if the Underwriters exercise in full their option to purchase additional common shares).
The Underwritten Shares will be issued to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-226271) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on July 30, 2018. A preliminary prospectus supplement and prospectus supplement and the accompanying prospectus relating to the offering have been filed with the SEC. The offering is expected to close on or about April 24, 2020, subject to satisfaction of customary closing conditions.
A copy of the legal opinion and consent of Stikeman Elliott LLP, relating to the validity of the issuance and sale of the Underwritten Shares is attached as Exhibit 5.1 hereto.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein.
Item 8.01 Other Events.
On April 21, 2020, the Company issued a press release announcing the proposed public offering of its common shares. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
On April 22, 2020, the Company issued a press release announcing the pricing of the offering of its common shares. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 1.1 | Underwriting Agreement, dated April 22, 2020, by and among the Company and Raymond James & Associates, Inc. and Oppenheimer & Co. Inc., as representatives of the several Underwriters |
| 5.1 | Opinion of Stikeman Elliott LLP |
| 23.1 | Consent of Stikeman Elliott LLP (contained in Exhibit 5.1 above) |
| 99.1 | Press Release dated April 21, 2020 |
| 99.2 | Press Release dated April 22, 2020 |
VBI Vaccines Inc/BC Exhibit
EX-1.1 2 ex1-1.htm Exhibit 1.1 VBI Vaccines Inc. 45,…
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About VBI VACCINES INC. (TSE:VBV)
VBI Vaccines Inc. is a development-stage biotechnology company. The Company’s principal products include cytomegalovirus (CMV) Vaccine Candidate, enveloped Virus Like Particle (eVLP) Vaccine Platform and Lipid Particle Vaccine (LPV) Vaccine Platform. The Company is also engaged in the research and development (R and D) activity. The Company’s subsidiaries includes Variation Biotechnologies (US), Inc. (VBI US) and Variation Biotechnologies Inc. (VBI Cda).