SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
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)
October 26, 2017
(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 |
| (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
11,414,549 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
11,414,549 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
11,414,549 | |||||
| (12) | Check box if the aggregate amount in Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
17.9% | |||||
| (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
11,414,549 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
11,414,549 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
11,414,549 | |||||
| (12) | Check box if the aggregate amount in Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
17.9% | |||||
| (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
9,345,725 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
9,345,725 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
9,345,725 | |||||
| (12) | Check box if the aggregate amount in Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
15.1% | |||||
| (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)
3.2% | |||||
| (14) | Type of reporting person
PN | |||||
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 61,704,781 outstanding shares of Common Stock as of the completion of the offering and concurrent registered direct offering, as described in the Issuer’s prospectus filed on October 27, 2017.
The Fund directly holds 9,345,725 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 October 26, 2017, the Fund purchased 3,100,000 shares of Common Stock at a price of $3.05 per share in a privately negotiated transaction.
(d)-(e) Not applicable
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: October 30, 2017
| 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 | |||