“On December 13, 2018, the Fund purchased 14,285,714 shares of Common Stock at a price of $1.40 per share,” The details of the filing can be seen below:
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Perceptive Advisors | 0 | 25,700,263 | 0 | 25,700,263 | 25,700,263 | 27.6% |
Joseph Edelman | 0 | 25,700,263 | 0 | 25,700,263 | 25,700,263 | 27.6% |
Perceptive Life Sciences Master Fund, Ltd | 0 | 23,631,439 | 0 | 23,631,439 | 23,631,439 | 25.3% |
Perceptive Credit Holdings | 0 | 2,068,824 | 0 | 2,068,824 | 2,068,824 | 2.2% |
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Page 1 of 7 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
VBI Vaccines
Inc.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
91822J 10 3
(CUSIP
Number)
Alexander Rakitin
Perceptive Advisors LLC
51 Astor Place, 10th Floor
New York, NY 10003
(646)
205-5340
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 13, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13D-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information
required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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Page 2 of 7 – SEC Filing
CUSIP No. 91822J 10 3 |
(1) | Name of Perceptive Advisors LLC | |||||
(2) | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
(3) | SEC use only | |||||
(4) | Source of funds AF | |||||
(5) | Check box if disclosure of legal ☐ | |||||
(6) | Citizenship or place of Delaware | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power 0 | ||||
(8) | Shared voting power 25,700,263 | |||||
(9) | Sole dispositive power 0 | |||||
(10) | Shared dispositive power 25,700,263 | |||||
(11) | Aggregate amount beneficially owned by each reporting person 25,700,263 | |||||
(12) | Check box if the aggregate amount in ☐ | |||||
(13) | Percent of class represented by amount 27.6% | |||||
(14) | Type of reporting person IA |
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Page 3 of 7 – SEC Filing
CUSIP No. 91822J 10 3 |
(1) | Name of Joseph Edelman | |||||
(2) | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
(3) | SEC use only | |||||
(4) | Source of funds AF | |||||
(5) | Check box if disclosure of legal ☐ | |||||
(6) | Citizenship or place of United States of America | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power 0 | ||||
(8) | Shared voting power 25,700,263 | |||||
(9) | Sole dispositive power 0 | |||||
(10) | Shared dispositive power 25,700,263 | |||||
(11) | Aggregate amount beneficially owned by each reporting person 25,700,263 | |||||
(12) | Check box if the aggregate amount in ☐ | |||||
(13) | Percent of class represented by amount 27.6% | |||||
(14) | Type of reporting person IN |
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Page 4 of 7 – SEC Filing
CUSIP No. 91822J 10 3 |
(1) | Name of Perceptive Life Sciences Master Fund, Ltd. | |||||
(2) | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
(3) | SEC use only | |||||
(4) | Source of funds WC | |||||
(5) | Check box if disclosure of legal ☐ | |||||
(6) | Citizenship or place of Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power 0 | ||||
(8) | Shared voting power 23,631,439 | |||||
(9) | Sole dispositive power 0 | |||||
(10) | Shared dispositive power 23,631,439 | |||||
(11) | Aggregate amount beneficially owned by each reporting person 23,631,439 | |||||
(12) | Check box if the aggregate amount in ☐ | |||||
(13) | Percent of class represented by amount 25.3% | |||||
(14) | Type of reporting person CO |
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Page 5 of 7 – SEC Filing
CUSIP No. 91822J 10 3 |
(1) | Name of Perceptive Credit Holdings, LP | |||||
(2) | Check the appropriate box if a member (a) ☐ (b) ☒ | |||||
(3) | SEC use only | |||||
(4) | Source of funds WC | |||||
(5) | Check box if disclosure of legal ☐ | |||||
(6) | Citizenship or place of Delaware | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power 0 | ||||
(8) | Shared voting power 2,068,824 | |||||
(9) | Sole dispositive power 0 | |||||
(10) | Shared dispositive power 2,068,824 | |||||
(11) | Aggregate amount beneficially owned by each reporting person 2,068,824 | |||||
(12) | Check box if the aggregate amount in ☐ | |||||
(13) | Percent of class represented by amount 2.2% | |||||
(14) | Type of reporting person PN |
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Page 6 of 7 – SEC Filing
CUSIP No. 91822J 10 3
Item 3 Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented as follows:
The Fund purchased the shares of Common Stock described in Item 5(c) using funds from working capital.
Item 5 Interest in Securities of the Issuer.
Item 5 is amended and restated as follows:
(a)-(b) The information required by this item with respect to each Reporting Person is set forth in Rows 7 through 11 and 13 of each cover page
to this Schedule 13D. The ownership percentages reported are based on 91,183,391 outstanding shares of Common Stock as disclosed in the Issuers prospectus supplement filed on December 17, 2018.
The Fund directly holds 23,631,439 shares of Common Stock. The Credit Fund directly holds 2,068,824 warrants each exercisable for one share of
Common Stock. The Investment Manager serves as the investment manager to the Fund and the Credit Fund and may be deemed to beneficially own the securities directly held by the Fund and the Credit Fund. Mr. Edelman is the managing member of the
Investment Manager and may be deemed to beneficially own the securities directly held by the Master Fund and the Credit Fund.
(c) On
December 13, 2018, the Fund purchased 14,285,714 shares of Common Stock at a price of $1.40 per share.
(d)-(e) Not applicable
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended to add the following:
Lock-Up Agreement
In connection with the Issuers registered public offering, the Reporting Persons have agreed, with certain limited exceptions, including distributions to
limited partners and transfers to affiliates, which in each case would be subject to the recipient signing a similar lock-up agreement, not to directly or indirectly: (i) sell, offer, contract or grant
any option to sell (including any short sale), pledge, transfer, establish an open put equivalent position within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended,
or otherwise dispose of any Common Stock or other equity securities of the Issuer, (ii) enter into any swap, hedge or other agreement or transaction that transfers, in whole or in part, the economic consequence of ownership of any Common Stock
or other equity securities of the Issuer, (iii) request or demand that the Issuer publicly file a registration statement related to the Common Stock, or (iv) publicly announce an intention to do any of the foregoing, in each case for a
period of 90 days from the date of the underwriting agreement for the Issuers registered offering, without the prior written consent of the representatives.
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Page 7 of 7 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: | December 17, 2018 | |||||
PERCEPTIVE ADVISORS LLC | ||||||
By: | /s/ Joseph Edelman | |||||
Name: | Joseph Edelman | |||||
Title: | Managing Member |
/s/ Joseph
Edelman
JOSEPH EDELMAN
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
By: | Perceptive Advisors LLC | |||||
By: | /s/ Joseph Edelman | |||||
Name: | Joseph Edelman | |||||
Title: | Managing Member |
PERCEPTIVE CREDIT HOLDINGS, LP
By: | Perceptive Advisors LLC | |||||
By: | /s/ Joseph Edelman | |||||
Name: | Joseph Edelman | |||||
Title: | Managing Member |