13D Filing: Opko Health, Inc. and Vbi Vaccines Inc. (NASDAQ:VBIV)

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CUSIP No. 91822J103		Schedule 13D		PAGE 3 of 5

ITEM 1.

Security and Issuer.

This statement on Schedule 13D relates to the common shares, no par value (the
Common Shares), of VBI Vaccines Inc. (the Issuer). The address of the principal executive offices of the Issuer is 222 Third Street, Suite 2241, Cambridge, MA 02142.

ITEM 2.

Identity and Background.

(a)

This Schedule 13D is being filed by OPKO Health, Inc. (OPKO), a corporation incorporated under the laws of the State of Delaware.

(b)

OPKOs principal business is to operate a diversified healthcare company that seeks to establish industry-leading positions in large and rapidly growing medical markets through its diagnostic and pharmaceutical development programs.

(c)

The principal business address of OPKO is 4400 Biscayne Boulevard, Miami, Florida 33137.

(d)

OPKO has not, during the last five years, been convicted in a criminal proceeding.

(e)

OPKO has not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.

Source and Amount of Funds or Other Consideration.

In June 2012, OPKO acquired a 50% stock ownership in
SciVac Ltd., a privately held Israeli corporation (Old SciVac). From November 2012 to June 2015, OPKO loaned an aggregate of $7,900,000 to Old SciVac and acquired 733 shares of Old SciVac (the Old SciVac
Shares).

On July 9, 2015, Old SciVac completed a reverse takeover (the Transaction) of Levon Resources Ltd., a
corporation organized under the laws of British Columbia, Canada (Levon), pursuant to which Levon changed its name to SciVac Therapeutics Inc. (SciVac) upon completion of the Transaction, and SciVac
acquired all of the issued and outstanding shares of Old SciVac and in exchange therefor, issued 517,514,016 of its common shares to the Old SciVac security holders. At the time the Transaction became effective, OPKOs Old SciVac Shares were
exchanged for 185,129,317 common shares of SciVac, and OPKO became the beneficial owner of approximately 24.5% of SciVac.

On April 29, 2016, SciVac
completed a one for forty reverse stock split of its common shares, which reduced SciVacs issued and outstanding common shares from 756,599,439 to 18,914,986 shares, and decreased OPKOs beneficial ownership in SciVac from 185,129,317 to
4,628,233 shares of issued and outstanding common shares, or approximately 24% of SciVac.

On May 6, 2016, SciVac acquired VBI Vaccines (Delaware)
Inc., a Delaware corporation (Old VBI) that resulted in Old VBI merging with a wholly-owned subsidiary of SciVac and thus itself becoming a wholly-owned subsidiary of SciVac (the Merger). At the effective time
of the Merger, SciVac changed its name to VBI Vaccines Inc. and in connection with the Merger, OPKOs ownership percentage was diluted to less than 15%.

On June 20, 2016, OPKO participated in a private placement of Common Shares of the Issuer (the Private Placement) by purchasing
1,362,370 Common Shares at a purchase price of $4.1624 per share, for a total of $5,700,000.