SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)*
VBI Vaccines Inc.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
91822J 202
(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)
April 16, 2024
(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 202
| (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
1,261,710 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,261,710 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,261,710 | |||||
| (12) | Check box if the aggregate amount in Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
4.4% | |||||
| (14) | Type of reporting person
IA | |||||
CUSIP No. 91822J 202
| (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
1,261,710 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,261,710 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,261,710 | |||||
| (12) | Check box if the aggregate amount in Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
4.4% | |||||
| (14) | Type of reporting person
IN | |||||
CUSIP No. 91822J 202
| (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
1,261,710 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,261,710 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,261,710 | |||||
| (12) | Check box if the aggregate amount in Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
4.4% | |||||
| (14) | Type of reporting person
CO | |||||
CUSIP No. 91822J 202
| (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
0 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
0 | |||||
| (12) | Check box if the aggregate amount in Row (11) excludes certain shares*
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.0% | |||||
| (14) | Type of reporting person
PN | |||||
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and supplemented as follows:
| (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 28,432,275 outstanding Common Shares as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
| (c) | The Reporting Persons have not effected any transactions in the Issuer’s shares of Common Shares in the past 60-days. |
| (d) | Not applicable. |
| (e) | On April 16, 2024, the Reporting Persons ceased being holders of 5% or more of the outstanding shares of the Issuer’s Common Shares. |
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: April 17, 2024
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 | ||