VBI Vaccines Inc. (VBIV) Announces Full Exercise of Underwriters’ Option to Purchase Additional Shares

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VBI Vaccines Announces Full Exercise of Underwriters’ Option to Purchase Additional Shares and Upsized Registered Direct Offering for Aggregate Proceeds of $71.9 Million

VBI Vaccines Inc. (VBIV) (VBV.TO) (VBI), a commercial-stage biopharmaceutical company developing next-generation infectious disease and immuno-oncology vaccines, today announced that the underwriters of its previously announced underwritten public offering have exercised their option to purchase an additional 2,100,000 shares.  In addition, VBI’s previously announced concurrent registered direct offering was upsized from US$20.8 million to US$22.8 million. All shares offered in both the underwritten public offering and the registered direct offering were offered at a price of US$3.05 per share. The expected aggregate gross proceeds to VBI from the offerings are US$71.9 million, before deducting the underwriting discounts and commissions and estimated offering expenses.

The pricing for the underwritten public offering was for a total of 16,100,000 common shares, which includes the additional 2,100,000 shares purchased by the underwriters pursuant to the exercised option, for expected gross proceeds of US$49.1 million. The pricing for the concurrent registered direct offering was for a total number of 7,475,410 common shares for expected gross proceeds of US$22.8 million.

BMO Capital Markets and Canaccord Genuity acted as book-runners, and Ladenburg Thalmann acted as lead manager for the underwritten public offering.  Noble Life Science Partners acted as a financial advisor to VBI in connection with the underwritten public offering.  The registered direct offering was made without an underwriter or a placement agent.

VBI intends to use the net proceeds from both offerings to progress its pipeline programs, including funding the pivotal Phase III clinical program for Sci-B-Vac® in the United States, Europe and Canada, funding the Phase I/IIa clinical study of VBI-1901 for glioblastoma multiforme, and funding the continued development of VBI-1501A, VBI’s congenital cytomegalovirus clinical candidate. Net proceeds will also be used for general corporate purposes, including working capital and capital expenditures.

A shelf registration statement relating to the common shares was previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective on June 8, 2017.  A preliminary prospectus supplement and accompanying prospectus related to the underwritten public offering was filed with the SEC on October 25, 2017. A final prospectus supplement and accompanying prospectus, dated October 26, 2017, relating to the offerings was filed with the SEC and available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus for the underwritten public offering may be obtained from BMO Capital Markets Corp., Attention: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036 or by e-mail at mailto:[email protected], or from Canaccord Genuity Inc., Attention: Equity Syndicate Department, 99 High Street, 12th Floor, Boston, MA 02110 or by e-mail at [email protected]

The offerings are expected to close on or about October 30, 2017, subject to satisfaction of customary closing conditions. VBI intends to rely on the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply certain of its requirements to issuers whose shares are listed on another recognized stock exchange, such as the NASDAQ. In addition, closing of the registered direct offering is contingent upon VBI completing, inclusive of the proceeds from the registered direct offering, financings for an aggregate amount of $55,000,000.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer, if at all, will be made only by means of the prospectus supplement and accompanying prospectus forming a part of the effective registration statement.

The securities will not be offered or sold, directly or indirectly, in Canada or to any resident of Canada.

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