S-8 1 forms-8.htm

As filed with the Securities and Exchange Commission on July 20, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VBI VACCINES INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

222 Third Street, Suite 2241 Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

VBI Vaccines Inc. Incentive Plan

(Full title of the plan)

VBI Vaccines Inc.

222 Third Street, Suite 2241

Cambridge, MA 02142

(Name and address of agent for service)

(617) 830-3031

(Telephone number, including area code, of agent for service)

Copies to:

Rick A. Werner, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Telephone: (212) 659-7300

Facsimile: (212) 884-8234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	[ ]		Accelerated Filer	[X]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[ ]
			Emerging growth company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

CALCULATION OF REGISTRATION FEE

Title of securities

to be registered

Amount to be

registered(1)

Proposed maximum

offering price

per share

Proposed

maximum aggregate

offering price (2)

Amount of

registration fee

Common Shares, no par value (reserved for issuance under the VBI Vaccines Inc. Incentive Plan (the “Plan”))

1,052,946 Common Shares

2.745

(2)

2,890,337

359.85

TOTAL

1,052,946 Common Shares

N/A

2,890,337

359.85

(1)	Represents the additional common shares, no par value (“Common Shares”) of VBI Vaccines Inc., a corporation organized under the laws of British Columbia, Canada (the “ Registrant ”) that were automatically added to the shares authorized for issuance under the Plan and reserved for future issuance, pursuant to a provision contained in the Plan which allows the aggregate number of Common Shares reserved for issuance under the Plan together with any other security-based compensation arrangement of the Registrant to be up to ten percent (10%) of the aggregate issued and outstanding Common Shares from time to time. In addition, pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional Common Shares that become issuable under the Plan by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding Common Shares.

(2)	Estimated solely for the purpose of calculating the registration fee: (i) in accordance with Rule 457(c) and Rule 457(h) under the Securities Act with respect to 1,052,946 Common Shares issuable under the Plan based on the average of the high and low prices per Common Share as reported by The Nasdaq Capital Market on July 18, 2018.

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers an additional 1,052,946 Common Shares, no par value per share, issuable under the VBI Vaccines Inc. Incentive Plan, as amended (the “Plan”), which became effective on May 6, 2016. The Plan is a rolling incentive plan that sets the number of common shares issuable under the Plan, together with any other security-based compensation arrangement of the Company, at a maximum of 10% of the aggregate common shares issued and outstanding on a non-diluted basis at the time of any grant under the Plan.

Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the contents of its registration statement, including all exhibits filed therewith or incorporated therein by reference, filed on Form S-8 on June 21, 2016 (File No. 333-212160).

I-1

Part II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents and other information, which have been filed with or furnished to the United States Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference:

	●	our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on February 26, 2018;

	●	the portions of our definitive proxy statement on Schedule 14A that are deemed “filed” with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, filed with the Commission on April 10, 2018;
	●	our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the Commission on May 1, 2018;
	●	our Current Reports on Form 8-K, filed with the Commission on each of January 17, 2018, January 29, 2018, February 23, 2018, March 12, 2018, April 17, 2018, April 20, 2018, May 10, 2018 (not including any information furnished under Item 7.01), May 29, 2018, June 19, 2018, and July 19, 2018; and

	●	the description of our common shares which is included in the Form 8-A filed with the Securities and Exchange Commission on May 5, 2016; and

	●	the consolidated financial statements of VBI Vaccines (Delaware) Inc. for the year ended December 31, 2015 included in our prospectus filed on April 8, 2016 pursuant to Rule 424(b)(3).

Additionally, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description

4.1		Articles (incorporated by reference to Exhibit 3.1 to the registration statement on Form F-4 (SEC File No. 333-208761), filed with the SEC on December 23, 2015).
4.2		Notice of Articles (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the registration statement on Form F-4 (SEC File No. 333-208761), filed with the SEC on February 5, 2016).
4.3		Form of Notice of Alteration (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the registration statement on Form F-4 (SEC File No. 333-208761) filed with the SEC on February 5, 2016).
5.1		Opinion of Stikeman Elliott LLP.
23.1		Consent of EisnerAmper LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Smythe LLP, Independent Registered Public Accounting Firm.
23.3		Consent of Peterson Sullivan LLP, Independent Registered Public Accounting Firm.
23.4		Consent of Stikeman Elliott LLP (included in Exhibit 5.1).
24.1		Power of Attorney (incorporated by reference to the signature page of this Registration Statement).
99.1		2016 VBI Vaccines Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K (SEC File No. 001-37769), filed with the SEC on March 20, 2017).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, State of Massachusetts, on July 20, 2018.

	VBI VACCINES INC.

	By:	/s/ Jeff Baxter
	Name:	Jeff Baxter
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Jeff Baxter and Athena Kartsaklis, severally, his or her true and lawful attorney-in-fact, each acting alone, with full powers of substitution and resubstitution, with authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date

/s/ Jeff Baxter	President, Chief Executive Officer and Director
Jeff Baxter	(Principal Executive Officer)	July 20, 2018

/s/ Athena Kartsaklis	Senior Vice President Finance
Athena Kartsaklis	(Principal Financial and Accounting Officer)	July 20, 2018

/s/ Steven Gillis
Steven Gillis	Chairman of the Board	July 20, 2018

/s/ Scott Requadt
Scott Requadt	Director	July 20, 2018

/s/ Steven D. Rubin
Steven D. Rubin	Director	July 20, 2018

/s/ Adam Logal
Adam Logal	Director	July 20, 2018

/s/ Michel DeWilde
Michel Dewilde	Director	July 20, 2018

/s/ Tomer Kariv
Tomer Kariv	Director	July 20, 2018

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the Registrant’s duly authorized representative has signed this Registration Statement on Form S-8, solely in the capacity of the duly authorized representative of the Registrant in the United States, on July 20, 2018.

	VBI VACCINES (DELAWARE) INC., a Delaware corporation
	(Authorized U.S. Representative)

	By:	/s/ Jeff Baxter
	Name:	Jeff Baxter
	Title:	President and Chief Executive Officer