13D Filing: Perceptive Advisors and VBI Vaccines, Inc. (VBIV)

VBI Vaccines, Inc. (NASDAQ:VBIV): Joseph Edelman’s Perceptive Advisors filed an amended 13D.

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Joseph Edelman
Joseph Edelman
Perceptive Advisors

You can access the original SEC filing by clicking here.

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 11,414,549 0 11,414,549 11,414,549 17.9%
Joseph Edelman 0 11,414,549 0 11,414,549 11,414,549 17.9%
Perceptive Life Sciences Master Fund, Ltd 0 9,345,725 0 9,345,725 9,345,725 15.1%
Perceptive Credit Holdings 0 2,068,824 0 2,068,824 2,068,824 3.2%
Joseph Edelman
Joseph Edelman
Perceptive Advisors

Page 1 of 7 – SEC Filing

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 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
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

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Page 3 of 7 – SEC Filing


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

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Page 4 of 7 – SEC Filing


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

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Page 5 of 7 – SEC Filing


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

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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 61,704,781 outstanding shares of Common Stock as of the completion of the offering and concurrent registered direct offering, as described in the Issuers 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

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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: 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
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