Sec Form 13D Filing - PERCEPTIVE ADVISORS LLC filing for VBI VACCINES INC CDA COM (VBIVQ) - 2020-04-28

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)*

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, 10^th Floor

New York, NY 10003

(646) 205-5340

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 24, 2020

(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 person’s 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

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. 6 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 223,711,744 outstanding shares of Common Stock as reported by the Issuer in its prospectus supplement filed on April 24, 2020.

The Master Fund directly holds 55,042,465 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 April 24, 2020, the Master Fund purchased 9,090,909 shares of Common Stock at a purchase price of $1.10 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 Issuer’s 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 Issuer’s registered offering, without the prior written consent of the representatives.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, ea ch of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 28, 2020