Filing Details
- Accession Number:
- 0001193125-19-256069
- Form Type:
- 13D Filing
- Publication Date:
- 2019-09-26 17:00:57
- Filed By:
- Perceptive Advisors
- Company:
- Vbi Vaccines Inc (NASDAQ:VBIV)
- Filing Date:
- 2019-09-26
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Perceptive Advisors | 0 | 48,020,380 | 0 | 48,020,380 | 48,020,380 | 26.6% |
| Joseph Edelman | 0 | 48,020,380 | 0 | 48,020,380 | 48,020,380 | 26.6% |
| Perceptive Life Sciences Master Fund, Ltd | 0 | 45,951,556 | 0 | 45,951,556 | 45,951,556 | 25.8% |
| Perceptive Credit Holdings | 0 | 2,068,824 | 0 | 2,068,824 | 2,068,824 | 1.2% |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
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)
September 23, 2019
(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).
CUSIP No. 91822J 10 3
| (1) | Name of reporting persons
Perceptive Advisors LLC | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
AF | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
48,020,380 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
48,020,380 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
48,020,380 | |||||
| (12) | Check box if the aggregate amount in Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
26.6% | |||||
| (14) | Type of reporting person
IA | |||||
CUSIP No. 91822J 10 3
| (1) | Name of reporting persons
Joseph Edelman | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
AF | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
48,020,380 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
48,020,380 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
48,020,380 | |||||
| (12) | Check box if the aggregate amount in Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
26.6% | |||||
| (14) | Type of reporting person
IN | |||||
CUSIP No. 91822J 10 3
| (1) | Name of reporting persons
Perceptive Life Sciences Master Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
WC | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
45,951,556 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
45,951,556 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
45,951,556 | |||||
| (12) | Check box if the aggregate amount in Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
25.8% | |||||
| (14) | Type of reporting person
CO | |||||
CUSIP No. 91822J 10 3
| (1) | Name of reporting persons
Perceptive Credit Holdings, LP | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
WC | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
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 Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
1.2% | |||||
| (14) | Type of reporting person
PN | |||||
CUSIP No. 91822J 10 3
Item 3 Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D 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 4 Purpose of Transaction.
Item 4 of the Schedule 13D is amended and supplemented as follows:
The information provided in Item 6 of this Amendment No. 5 is incorporated by reference into this Item 4.
Item 5 Interest in Securities of the Issuer.
Item 5 is amended and supplemented 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 178,257,199 outstanding shares of Common Stock as reported by the Issuer in its prospectus supplement filed on September 20, 2019, and giving effect to the exercise of the underwriters option, as disclosed in the Issuers Form 8-K filed on September 26, 2019.
The Master Fund directly holds 45,951,556 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 Master 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 September 23, 2019, the Master Fund purchased 20,000,000 shares of Common Stock at a purchase price of $0.50 per share.
(d)-(e) Not applicable
Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is amended and supplemented as follows:
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.
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: September 26, 2019
| 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 | ||||||