SINOVAC BIOTECH LTD (Form: 6-K, Received: 02/21/2020 16:24:55)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2020

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Commission File Number: 001-32371

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SINOVAC BIOTECH LTD.

No. 15 Zhi Tong Road

Zhongguancun Science and Technology Park

Changping District

Beijing 102200, People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ___X____ Form 40-F _________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________

CONTENTS

Explanatory Note

On February 19, 2020, Sinovac Biotech Ltd. (the “Company”) entered into an amendment (the “Amendment”) to the Amended and Restated Rights Agreement, dated as of February 22, 2019 (the “Amended and Restated Rights Agreement”), between the Company and Pacific Stock Transfer Company, as Rights Agent, to extend the expiration date of the rights contained therein from February 22, 2020 to February 22, 2021.

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference. A copy of the Amended and Restated Rights Agreement and a summary of its material terms were filed with the Securities and Exchange Commission on Form 6-K on February 22, 2019 (incorporated herein by reference by Exhibit 4.2).

Incorporation by Reference

The summary of the Amendment above and Exhibit 4.1 attached hereto are hereby incorporated by reference into our registration statements on Form S-8 filed with the Securities and Exchange Commission on September 10, 2009 (File No. 333-161827) and Form S-8 filed with the Securities and Exchange Commission on September 4, 2013 (File No. 333-190980).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SINOVAC BIOTECH LTD.

By:	/s/ Nan Wang
Name:	Nan Wang
Title:	Chief Financial Officer

Date: February 21, 2020

Exhibit Index

Exhibit 4.1

Amendment to Amended and Restated Rights Agreement dated as of February 19, 2020, between Sinovac Biotech Ltd. and Pacific Stock Transfer Company, as Rights Agent

Exhibit 4.2

Amended and Restated Rights Agreement, dated as of February 22, 2019, between Sinovac Biotech Ltd. and Pacific Stock Transfer Company, as Rights Agent, which includes the Form of Certificate of Designations of Series C Junior Participating Preferred Shares as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 99.6 of the Report on Form 6-K dated February 22, 2019 of Sinovac Biotech Ltd.)

Exhibit 99.1

Press Release

Exhibit 4.1

SINOVAC BIOTECH LTD.

and

PACIFIC STOCK TRANSFER COMPANY

as Rights Agent

AMENDMENT

AMENDED AND RESTATED RIGHTS AGREEMENT

Effective as of February 19, 2020

This Amendment (this “Amendment”), dated as of February 19, 2020 to the Amended and Restated Rights Agreement, dated as of February 22, 2019 (the “Amended and Restated Rights Agreement”), is between Sinovac Biotech Ltd., an Antigua and Barbuda company (the “Company”), and Pacific Stock Transfer Company (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Amended and Restated Rights Agreement;

WHEREAS, the Amended and Restated Rights Agreement, under its current terms, will expire on the close of business on February 22, 2020;

WHEREAS, pursuant to Section 26 of the Amended and Restated Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend any provision of the Amended and Restated Rights Agreement in accordance with the provisions of Section 26 thereof;

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and the holders of the Rights to amend the Amended and Restated Rights Agreement as provided herein; and

WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.

NOW, THEREFORE, in consideration of the foregoing and mutual agreements set forth herein, the Company and the Rights Agent agree as follows:

Amendments.

1.1

Section 7.1 of the Amended and Restated Rights Agreement is amended to replace the reference to “February 22, 2020” with “February 22, 2021”.

1.2

All references to the date of “February 22, 2020” in Exhibit B (the Form of Right Certificate) and Exhibit C (the Summary of Rights to Purchase Preferred Shares) to the Amended and Restated Rights Agreement shall hereby be changed to “February 22, 2021”.

Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings given to them in the Amended and Restated Rights Agreement.

Effect of Amendment. Except as expressly amended hereby, the Amended and Restated Rights Agreement shall remain in full force and effect in accordance with its terms.

Benefits of Amendment. Nothing in this Amendment shall be construed to give to any Person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Amendment; but this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares).

Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties hereto further agree to replace such invalid, void or unenforceable provision of this Amendment with a valid, legal and enforceable provision that carries out the parties’ intentions to the greatest lawful extent under this Amendment.

Governing Law. This Amendment shall be deemed to be a contract made under the internal laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Amended and Restated Rights Agreement to be duly executed, as of the day and year first above written.

	SINOVAC BIOTECH LTD.

	By:	/s/ Yin Weidong
		Name: YIN WEIDONG Title: Chairman, President & CEO

	PACIFIC STOCK TRANSFER COMPANY
	as Rights Agent

	By:	/s/ Joslyn G. Claiborne
		Name: JOSLYN G. CLAIBORNE Title: Managing Director

[Signature Page to Amendment to Amended and Restated Rights Agreement]

Exhibit 99.1

Sinovac Amends Shareholder Rights Plan

BEIJING, February 21, 2020 /PRNewswire/ -- Sinovac Biotech Ltd. (“Sinovac” or the “Company”) (NASDAQ: SVA), a leading provider of biopharmaceutical products in China, today announced that its board of directors has amended its shareholder rights plan. The amendment extends the expiration date of the plan from February 22, 2020 to February 22, 2021.

About Sinovac

Sinovac Biotech Ltd. is a China-based biopharmaceutical company that focuses on the research, development, manufacturing and commercialization of vaccines that protect against human infectious diseases. Sinovac’s product portfolio includes vaccines against enterovirus71 (EV71), hepatitis A and B, seasonal influenza, H5N1 pandemic influenza (avian flu), H1N1 influenza (swine flu), varicella vaccine and mumps. Healive, the hepatitis A vaccine manufactured by the Company, has passed the assessment under WHO prequalification procedures in 2017. The EV71 vaccine, an innovative vaccine developed by Sinovac against hand foot and mouth disease caused by EV71, was commercialized in China in 2016. In 2009, Sinovac was the first company worldwide to receive approval for its H1N1 influenza vaccine, which it has supplied to the Chinese Government’s vaccination campaign and stockpiling program. The Company is also the only supplier of the H5N1 pandemic influenza vaccine to the government stockpiling program. The Company is developing a number of new products including a Sabin-strain inactivated polio vaccine, pneumococcal polysaccharides vaccine, and a quadrivalent influenza vaccine. Sinovac primarily sells its vaccines in China, while also exploring growth opportunities in international markets. The Company is registering its products in over 30 countries outside of China. For more information please see the Company’s website at www.sinovac.com.

Safe Harbor Statement

This announcement may include certain statements that are not descriptions of historical facts, but are forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. In particular, the outcome of any litigation is uncertain, and the Company cannot predict the potential results of the litigation it filed or that could be filed against it by others. Additionally, the triggering of a shareholder rights plan is nearly unprecedented, and the Company cannot predict the impact on the Company or its stock price should its rights plan have been triggered.

Contacts

Sinovac Biotech Ltd.

Helen Yang

Tel: +86-10-8279-9871

Fax: +86-10-6296-6910

ir@sinovac.com

Media:

Abernathy MacGregor

Sheila Ennis +1-415-926-7961

sbe@abmac.com

Shawn Prince +1-212-371-5999

sip@abmac.com

Investors:

ICR Inc.

Bill Zima +1-646-308-1707

Email: william.zima@icrinc.com

MacKenzie Partners, Inc.

Paul Schulman +1-212-929-5364

pschulman@mackenziepartners.com