VBI Vaccines Inc. Receives Order to Cease Being a Reporting Issuer in All Jurisdictions of Canada

Strategic Insights -

Vancouver-based British Columbia Securities Commission has granted VBI Vaccines Inc. an order to cease being a reporting issuer in all jurisdictions of Canada. This decision was based on the company's representation that it has fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide. The company's securities are not traded on a market in Canada or another country, and it has undergone significant changes, including the cancellation of all existing securities and the issuance of new equity interests.

Key Takeaways:

  • VBI Vaccines Inc. has been granted an order to cease being a reporting issuer in all jurisdictions of Canada.
  • The company represented that it has fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide.
  • The company's securities are not traded on a market in Canada or another country.
  • VBI Vaccines Inc. initiated proceedings under the Companies' Creditors Arrangement Act (Canada) on July 30, 2024, and underwent significant changes, including the cancellation of all existing securities and the issuance of new equity interests.
  • The company's failure to file continuous disclosure documents was a result of financial distress.
  • The company is not in default of securities legislation in any jurisdiction, other than the defaults that led to the issuance of the failure-to-file cease trade order and its obligations to file subsequent records.
  • The company has requested a full revocation of the failure-to-file cease trade order.

Statistics:

  • 1,000 shares of a new class of common shares were issued to the Purchaser, K2 VBI Equity Trust LLC, pursuant to the Transactions.
  • The Filer completed the Transactions on January 3, 2025.
  • The British Columbia Securities Commission issued a failure-to-file cease trade order on August 20, 2024.
  • VBI Vaccines Inc. has fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide.
  • The company's securities are not traded on a market in Canada or another country.
  • The company is applying for an order that it has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.

Sources:

  • Citation: 2025 BCSECCOM 104
  • Securities Act, R.S.B.C. 1996, c. 418, s. 88
  • National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions
  • Companies' Creditors Arrangement Act (Canada)