SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1
To
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
VBI VACCINES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
91790E102
(CUSIP Number)
Copy to:
Barry Honig
555 South Federal Highway #450
Boca Raton, FL 33432
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 22, 2014
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 6 Pages)
1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Barry Honig |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 986,186 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 986,186 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 986,186 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.00% (2) |
12 | TYPE OF REPORTING PERSON* IN |
(1) 986,186 shares of Common Stock are held by DKR Ventures LLC (“DKR”). Mr. Honig is the managing member of DRK and in such capacity holds voting and dispositive power over such securities. Excludes 1,498,242 shares of Series 1 Convertible Preferred Stock (the “Preferred Stock”) held by DRK. The Preferred Stock is governed by certain beneficial ownership blockers preventing the holder from converting or exercising such securities to the extent such conversion or exercise would cause the holder to beneficially hold in excess of 4.99% of the Company’s issued and outstanding Common Stock, which may not be waived. DKR’s beneficial ownership has been limited accordingly.
| (2) | Based on 19,728,127 shares of Common Stock outstanding as of August 7, 2014. |
1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DKR Ventures LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 986,186 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 986,186 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 986,186 (1) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.00% (2) |
12 | TYPE OF REPORTING PERSON* OO |
(1) 986,186 shares of Common Stock are held by DKR Ventures LLC (“DKR”). Mr. Honig is the managing member of DRK and in such capacity holds voting and dispositive power over such securities. Excludes 1,498,242 shares of Series 1 Convertible Preferred Stock (the “Preferred Stock”) held by DRK. The Preferred Stock is governed by certain beneficial ownership blockers preventing the holder from converting or exercising such securities to the extent such conversion or exercise would cause the holder to beneficially hold in excess of 4.99% of the Company’s issued and outstanding Common Stock, which may not be waived. DKR’s beneficial ownership has been limited accordingly.
| (2) | Based on 19,728,127 shares of Common Stock outstanding as of August 7, 2014. |
| Item 1(a). | Name of Issuer: |
VBI Vaccines, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
222 Third Street, Suite 2241, Cambridge, MA 02142
Item 2(a). Name of Person Filing.
The statement is filed on behalf of Barry Honig and DKR Ventures LLC (“DKR and, with Mr. Honig, the “Reporting Persons”).
Item 2(b). Address of Principal Business Office or, if None, Residence.
555 South Federal Highway #450, Boca Raton, FL 33432
Item 2(c). Citizenship.
United States/Delaware
Item 2(d). Title of Class of Securities.
Common Stock, par value $0.0001.
Item 2(e). CUSIP Number.
91790E102
Item 3. Type of Person
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: 986,186 (1).
(b) Percent of class: 5.00% (2).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 986,186 (1)
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: 986,186 (1).
(1) 986,186 shares of Common Stock are held by DKR Ventures LLC (“DKR”). Mr. Honig is the managing member of DRK and in such capacity holds voting and dispositive power over such securities. Excludes 1,498,242 shares of Series 1 Convertible Preferred Stock (the “Preferred Stock”) held by DRK. The Preferred Stock is governed by certain beneficial ownership blockers preventing the holder from converting or exercising such securities to the extent such conversion or exercise would cause the holder to beneficially hold in excess of 4.99% of the Company’s issued and outstanding Common Stock, which may not be waived. DKR’s beneficial ownership has been limited accordingly.
(2) Based on 19,728,127 shares of Common Stock outstanding as of August 7, 2014.
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.
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. |
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
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: September 24, 2014 | By: | /s/ Barry Honig | |
| | | Barry Honig | |
Date: September 24, 2014 | By: | DKR Ventures LLC /s/ Barry Honig | |
| | | Barry Honig, Managing Member | |
