CUSIP No. 91790E102 | 13G |
|
| SECURITIES AND EXCHANGE COMMISSION |
|
| Washington, D.C. 20549 |
|
|
|
|
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
VBI Vaccines, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
91790E102
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
*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).
(Continued on following pages)
CUSIP No. 91790E102 | 13G |
| |||||
| |||||||
| 1 | Name of Reporting Person 5AM Ventures II, L.P. (“Ventures II”) | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group | |||||
|
| (a) | o | ||||
|
| (b) | x | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Citizenship or Place of Organization | |||||
|
|
| |||||
Number of | 5 | Sole Voting Power | |||||
| |||||||
6 | Shared Voting Power | ||||||
| |||||||
7 | Sole Dispositive Power | ||||||
| |||||||
8 | Shared Dispositive Power | ||||||
| |||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
| 10 | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares o | |||||
| |||||||
| 11 | Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
| 12 | Type of Reporting Person | |||||
(A) Percentage based on 23,530,260 shares outstanding as reported on Form 10-Q filed on November 12, 2015 by the Issuer
CUSIP No. 91790E102 | 13G |
| |||||
| |||||||
| 1 | Name of Reporting Person 5AM Co-Investors II, L.P. (“Co-Investors II”) | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group | |||||
|
| (a) | o | ||||
|
| (b) | x | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Citizenship or Place of Organization | |||||
|
|
| |||||
Number of | 5 | Sole Voting Power | |||||
| |||||||
6 | Shared Voting Power | ||||||
| |||||||
7 | Sole Dispositive Power | ||||||
| |||||||
8 | Shared Dispositive Power | ||||||
| |||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
| 10 | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares o | |||||
| |||||||
| 11 | Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
| 12 | Type of Reporting Person | |||||
(A). Percentage based on 23,530,260 shares outstanding as reported on Form 10-Q filed on November 12, 2015 by the Issuer
CUSIP No. 91790E102 | 13G |
| |||||
| |||||||
| 1 | Name of Reporting Person 5AM Partners II, LLC (“Partners II”) | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group | |||||
|
| (a) | o | ||||
|
| (b) | x | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Citizenship or Place of Organization | |||||
|
|
| |||||
Number of | 5 | Sole Voting Power | |||||
| |||||||
6 | Shared Voting Power | ||||||
| |||||||
7 | Sole Dispositive Power | ||||||
| |||||||
8 | Shared Dispositive Power | ||||||
| |||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
| 10 | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares o | |||||
| |||||||
| 11 | Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
| 12 | Type of Reporting Person | |||||
(A). Percentage based on 23,530,260 shares outstanding as reported on Form 10-Q filed on November 12, 2015 by the Issuer
CUSIP No. 91790E102 | 13G |
| |||||
| |||||||
| 1 | Name of Reporting Person Dr. John Diekman (“Diekman”) | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group | |||||
|
| (a) | o | ||||
|
| (b) | x | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Citizenship or Place of Organization | |||||
|
|
| |||||
Number of | 5 | Sole Voting Power | |||||
| |||||||
6 | Shared Voting Power | ||||||
| |||||||
7 | Sole Dispositive Power | ||||||
| |||||||
8 | Shared Dispositive Power | ||||||
| |||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
| 10 | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares o | |||||
| |||||||
| 11 | Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
| 12 | Type of Reporting Person | |||||
(A). Percentage based on 23,530,260 shares outstanding as reported on Form 10-Q filed on November 12, 2015 by the Issuer
CUSIP No. 91790E102 | 13G |
| |||||
| |||||||
| 1 | Name of Reporting Person Andrew Schwab (“Schwab”) | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group | |||||
|
| (a) | o | ||||
|
| (b) | x | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Citizenship or Place of Organization | |||||
|
|
| |||||
Number of | 5 | Sole Voting Power | |||||
| |||||||
6 | Shared Voting Power | ||||||
| |||||||
7 | Sole Dispositive Power | ||||||
| |||||||
8 | Shared Dispositive Power | ||||||
| |||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
| 10 | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares o | |||||
| |||||||
| 11 | Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
| 12 | Type of Reporting Person | |||||
(A). Percentage based on 23,530,260 shares outstanding as reported on Form 10-Q filed on November 12, 2015 by the Issuer
CUSIP No. 91790E102 | 13G |
| |||||
| |||||||
| 1 | Name of Reporting Person Dr. Scott Rocklage (“Rocklage”) | |||||
| |||||||
| 2 | Check the Appropriate Box if a Member of a Group | |||||
|
| (a) | o | ||||
|
| (b) | x | ||||
| |||||||
| 3 | SEC Use Only | |||||
| |||||||
| 4 | Citizenship or Place of Organization | |||||
|
|
| |||||
Number of | 5 | Sole Voting Power | |||||
| |||||||
6 | Shared Voting Power | ||||||
| |||||||
7 | Sole Dispositive Power | ||||||
| |||||||
8 | Shared Dispositive Power | ||||||
| |||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
| 10 | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares o | |||||
| |||||||
| 11 | Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
| 12 | Type of Reporting Person | |||||
(A). Percentage based on 23,530,260 shares outstanding as reported on Form 10-Q filed on November 12, 2015 by the Issuer
CUSIP NO. 91790E102 | 13 G |
| |
| |||
Item 1 (a). | Name of Issuer | ||
Item 1 (b). | Address of Issuer’s Principal Executive Offices Cambridge, MA 02142 | ||
| |||
Item 2 (a). | Name of Persons Filing | ||
Item 2 (b). | Address of Principal Office | ||
Item 2(c). | Citizenship | ||
Item 2 (d) And (e). | Title of Class of Securities and Cusip Number | ||
| Common Stock, $0.0001 par value CUSIP #91790E102 | ||
Item 3. | Not Applicable. | ||
CUSIP NO. 91790E102 | 13 G |
| |||
|
| ||||
Item 4. | Ownership | ||||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||||
| · | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. | |||
| · | Percent of class: See Row 11 of cover page for each Reporting Person. | |||
| · | Number of shares as to which such person has:
| |||
|
| · | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. | ||
|
| · | Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. | ||
|
| · | Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. | ||
|
| · | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. | ||
| |||||
Item 5. | Ownership of Five Percent or Less of a Class | ||||
| Not applicable. | ||||
| |||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||||
| Under certain circumstances set forth in the limited partnership agreements of Ventures II and Co-Investors II, the general partner and limited partners of each such entity, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner. | ||||
| |||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||||
| Not applicable. | ||||
| |||||
Item 8. | Identification and Classification of Members of the Group | ||||
| Not applicable. | ||||
| |||||
Item 9. | Notice of Dissolution of Group | ||||
| Not applicable. | ||||
CUSIP NO. 91790E102 | 13 G |
| |
|
| ||
Item 10. | Certification | ||
| Not applicable. | ||
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2016
| 5AM Ventures II, L.P. | |
|
|
|
| By: | 5AM Partners II, LLC |
| Its: | General Partner |
|
|
|
|
|
|
| By: | /s/Andrew J. Schwab |
|
| Managing Member |
|
|
|
|
|
|
| 5AM Co-Investors II, L.P. | |
|
|
|
|
|
|
| By: | 5AM Partners II, LLC |
| Its: | General Partner |
|
|
|
|
|
|
| By: | /s/Andrew J. Schwab |
|
| Managing Member |
|
|
|
|
|
|
| 5AM Partners II, LLC | |
|
|
|
|
|
|
| By: | /s/Andrew J. Schwab |
|
| Managing Member |
|
|
|
|
|
|
| /s/ Dr. John Diekman | |
| Dr. John Diekman | |
|
|
|
|
|
|
| /s/ Andrew Schwab | |
| Andrew Schwab | |
|
|
|
|
|
|
| /s/ Dr. Scott Rocklage | |
| Dr. Scott Rocklage |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP NO. 91790E102 | 13 G |
|
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of VBI Vaccines, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 11, 2016
| 5AM Ventures II, L.P. | |
|
|
|
| By: | 5AM Partners II, LLC |
| Its: | General Partner |
|
|
|
|
|
|
| By: | /s/Andrew J. Schwab |
|
| Managing Member |
|
|
|
|
|
|
| 5AM Co-Investors II, L.P. | |
|
|
|
| By: | 5AM Partners II, LLC |
| Its: | General Partner |
|
|
|
|
|
|
| By: | /s/Andrew J. Schwab |
|
| Managing Member |
|
|
|
|
| |
| 5AM Partners II, LLC | |
|
|
|
|
|
|
| By: | /s/Andrew J. Schwab |
|
| Managing Member |
|
|
|
|
|
|
| /s/ Dr. John Diekman | |
| Dr. John Diekman | |
|
|
|
|
|
|
| /s/ Andrew Schwab | |
| Andrew Schwab | |
|
|
|
|
|
|
| /s/ Dr. Scott Rocklage | |
| Dr. Scott Rocklage |