M&A: VBI Vaccines Inc/BC

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: Completion

Accession Number: 000149315225000271

Comments: On January 3, 2025, VBI Vaccines Inc. completed an acquisition transaction as per an amended and restated acquisition agreement with K2 VBI Equity Trust, LLC, which had been approved by the Ontario Superior Court of Justice. Following this acquisition, all previously issued common shares of the Company were redeemed and canceled. Consequently, VBI and its subsidiaries became wholly-owned by the Purchaser and emerged from the restructuring proceedings under the Companies’ Creditors Arrangement Act. This significant transaction also led to the resignation of all directors and executive officers of VBI, who were replaced by nominees from K2. Additionally, a material change report was filed with the Canadian securities commissions in relation to this transaction, and the Company issued a press release to announce the completion of the transaction.

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Form Type: POS AM

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225000259

Comments: On January 3, 2025, VBI Vaccines Inc. completed a transaction in connection with an acquisition agreement entered with K2 VBI Equity Trust, LLC. The company underwent substantial restructuring proceedings under the Companies’ Creditors Arrangement Act (Canada) that commenced on July 30, 2024. The agreement resulted in the acquisition of all or substantially all of the assets of VBI and its subsidiaries, which included the cancellation and redemption of all issued common shares for no consideration. In exchange, a new class of common shares was issued to the Purchaser in consideration for forgiving debts under pre-existing loan agreements. As a result of this acquisition, the Purchaser became the beneficial owner of all securities of the Company and its subsidiaries, effectively making them wholly-owned subsidiaries of the Purchaser. Following the transaction, VBI Vaccines Inc. terminated all outstanding registration statements and securities offerings. Nasdaq also filed a Form 25 to delist the company’s shares, and VBI intends to suspend its reporting obligations under the Securities Exchange Act of 1934.

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