Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on May 22, 2020, VBI Vaccines Inc. (the "Company")
entered into that certain Loan and Guaranty Agreement (as subsequently amended
on May 17, 2021, "Loan Agreement"), by and among the Company, Variation
Biotechnologies Inc., a Canadian federal corporation ("Borrower Representative"
and, together with the Company, the "Borrowers"), various guarantors party
thereto, including SciVac Ltd. (individually, each a "Guarantor," and
collectively, the "Guarantors"), K2 HealthVentures ("K2HV"), a life
sciences-focused investment firm, any other lender from time to time party
thereto (with such lenders and K2HV collectively referred to as "Lenders," each
a "Lender"), K2HV, as administrative agent for Lenders (in such capacity,
together with its successors, "Administrative Agent"), and Ankura Trust Company,
LLC, as collateral trustee for Lenders (in such capacity, together with its
successors, "Collateral Trustee").
On September 14, 2022, the Company entered into an amendment (the "Second
Amendment") to the Loan Agreement, by and among the Company, Borrower
Representative, the Guarantors, the Lenders and Administrative Agent. The
parties to the Second Amendment have agreed to, among other things, (i) increase
the amount of the term loans available under the Loan Agreement to $100,000,000
from $50,000,000, which term loans shall be available in up to four tranches
subject to the achievement of milestones and other customary conditions, (ii)
extend the availability periods during which the Company may draw each tranche
of the term loans, subject to certain conditions, (iii) add certain minimum net
revenue covenants to the Loan Agreement, (iv) extend the final maturity date for
the term loans to September 14, 2026, which may be extended to September 14,
2027, under certain circumstances, and (v) to the extent that the maturity date
is extended, the term loans will begin amortizing on a monthly basis on
September 14, 2026.
Following the submission of a Loan Request by the Borrowers on September 14,
2022, the Lenders are expected to advance the first tranche of term loans in an
aggregate amount of $50 million to the Borrowers on or about September 15, 2022,
which includes the refinancing of the $30 million in term loans currently
outstanding under the Loan Agreement. The second tranche of term loans of up to
$15,000,000 will be available from April 1, 2023, through June 30, 2023, subject
to the achievement of certain clinical milestones and compliance with a
liquidity requirement which requires the Company to have sufficient cash on hand
to funds its operations for at least nine months (the "Liquidity Requirement").
The third tranche of term loans of up to $10,000,000 will be available from
April 1, 2024, through June 30, 2024, so long as each of the milestones for the
second tranche of term loans were achieved, no events of default under the Loan
Agreement have occurred and are continuing and the Liquidity Requirement is
satisfied. The fourth tranche of term loans of up to $25,000,000 shall be
available at any time from September 14, 2022, until September 14, 2026, subject
to the Lender's review of the Company's clinical and financial plans and
Lender's investment committee approval.
A portion of the term loans equal to $7,000,000 shall be convertible into shares
of the Company's common stock at the Lender's option. $2,000,000 of the term
loans shall be convertible into 1,369,863 shares of common stock at a conversion
price of $1.46 and $5,000,000 of the term loans shall be convertible into
4,792,026 shares of common stock at a conversion price of $1.0434.
The foregoing is not a complete description of the terms and conditions of the
Second Amendment and is qualified in its entirety by reference to that
agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference in this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the Second Amendment, on September 14, 2022, the Company
issued to K2HV a warrant (the "Warrant") to purchase a number of shares of
common stock equal to the quotient of (x) the aggregate original principal
amount of the term loans actually funded by Lenders pursuant to the Loan
Agreement, multiplied by 3.50% pursuant to the Loan Agreement and (y) the
warrant exercise price of $0.8026. The Warrant may be exercised either for cash
or on a cashless "net exercise" basis. The Warrant is immediately exercisable
and expires on September 14, 2032. The issuance of the Warrant was not
registered under the registration requirements of the Securities Act of 1933, as
amended, pursuant to an exemption provided by Section 4(a)(2) thereof and Rule
506(b) of Regulation D thereunder as transactions by an issuer not involving a
public offering. The Company granted to the holder of the Warrant customary
registration rights with respect to the shares of common stock underlying the
Warrant.
In addition, the information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference in this Item 3.02.
The foregoing is not a complete description of the terms and conditions of
warrant and is qualified in its entirety by reference to those documents, copies
of which are filed as Exhibits 10.2 and 10.1, respectively, to this Current
Report on Form 8-K.
Item 3.03. Material Modification to Rights of Security Holders.
The information required by this Item 3.03 is contained in Item 1.01 and is
incorporated by reference herein.
Item 8.01 Other Events.
On September 15, 2022, the Company issued a press release announcing its entry
into the Second Amendment and the issuance of the Warrant. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Second Amendment to Loan and Guaranty Agreement, dated as of
September 14, 2022, by and among VBI Vaccines Inc., as borrower,
Variation Biotechnologies Inc., as borrower representative, each of
the guarantors signatory thereto, and K2 HealthVentures LLC, as
lender and as administrative agent.
10.2 Warrant.
99.1 Press Release dated September 15, 2022.
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