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 (the "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 May 17, 2021, the Company entered into an amendment (the "Amendment") to the
Loan Agreement, by and among the Company, Borrower Representative, the
Guarantors, the Lenders and Administrative Agent. Pursuant to the Amendment,
Administrative Agent acknowledged that certain second tranche milestones
(including the VBI-2601 Clinical Data Milestone and the VBI-1901 Clinical Data
Milestone, each as defined in the Loan Agreement) have been met, and the parties
to the Amendment have agreed to (i) extend the date as of which amortization of
the loans under the Loan Agreement shall begin from July 1, 2022 to January 1,
2023, (ii) extend the availability period of the second tranche term loan (the
"Second Tranche Term Loan") beyond April 30, 2021, subject to certain
conditions, and (iii) amend Schedule I to increase the principal amount of the
Second Tranche Term Loan commitment from $10 million to $12 million.
Additionally, the parties amended the rate at which the principal amount of the
Second Tranche Term Loan will bear interest to a variable annual rate equal to
the greater of (i) 7.75%, and (ii) the sum of (a) the prime rate as noted in The
Wall Street Journal, Money Rates section, plus (b) 4.50%.
Following the submission of a Loan Request by the Borrowers on May 17, 2021, the
Lenders are expected to advance the Second Tranche Term Loan of $12 million to
the Borrowers on or about May 21, 2021.
The foregoing is not a complete description of the terms and conditions of the
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 Amendment, on May 17, 2021, the Company issued to K2HV an
amended and restated warrant (the "A&R Warrant") to purchase a number of shares
of common stock equal to the sum of $1,050,000, plus 3.50% multiplied by the
aggregate original principal amount of the third tranche term loan and the
fourth tranche term loan actually funded, divided by the warrant price of $1.12.
The amended and restated warrant may be exercised either for cash or on a
cashless "net exercise" basis. The amended and restated warrant is immediately
exercisable and expires on May 22, 2030. The issuance of the A&R 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 A&R Warrant customary
piggy back registration rights with respect to the shares of common stock
underlying the A&R Warrant.
The A&R Warrant amends and restates in its entirety that certain warrant (the
"Original Warrant") to purchase shares of common stock dated as of May 22, 2020,
issued by the Company to K2HV, and the Original Warrant was deemed automatically
cancelled and of no further force and effect upon the issuance of the A&R
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 the
A&R Warrant or the Amendment 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 May 21, 2021, the Company issued a press release announcing its entry into
the Amendment and the issuance of the A&R 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 First Amendment to Loan and Guaranty Agreement, dated as of May
17, 2021, 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 Form of Amended and Restated Warrant.
99.1 Press Release dated May 21, 2021.
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