United States securities and exchange commission logo





                          September 2, 2022

       Jeffrey R. Baxter
       President and Chief Executive Officer
       VBI Vaccines Inc.
       160 Second Street, Floor 3
       Cambridge, MA 02142

                                                        Re: VBI Vaccines Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed August 26,
2002
                                                            File No. 333-267109

       Dear Mr. Baxter:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Tim
Buchmiller at (202) 551-3635 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Jayun Koo, Esq.