UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Increase in Board Size; Appointment of Director ; Resignation of Officer
On March 17, 2022, the Board of Directors (“Board”) of Vaxxinity, Inc. (the “Company”) increased the
size of the Board from six members to seven and elected Peter Powchik as a member of the Board, effective
March 31, 2022. On the same date, Mr. Powchik will retire as the Company’s Executive Vice President,
Research & Development.
Mr. Powchik will receive customary compensation from the Company for serving as a non-employee
director, in accordance with the Company’s Non-Employee Director Compensation Policy as described in the
Company’s Prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12,
2021 and incorporated by reference herein.
The Board has not appointed Mr. Powchik to any committees.
Mr. Powchik is not a party to any transaction that would require disclosure under
Item 404(a) of Regulation S-K.
Item 5.08. Shareholder Director Nominations.
On March 17, 2022, the Board established the date of the Company’s 2022 Annual Meeting of
Stockholders (the “2022 Annual Meeting”). The 2022 Annual Meeting will be held on June 21, 2022, at
10:00 am EST, and the record date for the 2022 Annual Meeting will be April 22, 2022. The Company is
holding the 2022 Annual Meeting as a virtual-only meeting, which will be conducted via live audio online
webcast.
Because the Company did not hold an annual meeting of stockholders the previous year, stockholders
must submit any director nomination or other proposal that they wish to be considered for inclusion in the
Company’s proxy materials for the 2022 Annual Meeting to the Company’s Secretary at Vaxxinity, Inc., 1717
Main St., Ste. 338, Dallas Texas 75201, Attn: Corporate Secretary, before 5:00 pm EST on April 5, 2022, which
date the Company has determined to be a reasonable time before it expects to begin to print and distribute its
proxy materials.
In addition to timely submission on or before April 5, 2022, stockholders who desire to include director
nominations and other proposals in the Company’s proxy materials for the 2022 Annual Meeting must also
comply with all applicable SEC rules, including Rule 14a-8, the Delaware General Corporation Law, and the
Company’s Amended and Restated Bylaws.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on March 21, 2022 announcing the appointment of Peter Powchik
as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”)
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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 hereunto duly authorized.
Vaxxinity, Inc.
By:
/s/ René Paula
Name:
René Paula
Title:
General Counsel and
Secretary
Date: March 21, 2022
EXHIBIT 99.1
Vaxxinity Appoints Dr. Peter Powchik to
Board of Directors
DALLAS, March 21, 2022 (GLOBE NEWSWIRE) -- Vaxxinity, Inc. (Nasdaq:
VAXX), a U.S. company pioneering the development of a new class of
immunotherapeutic vaccines for chronic diseases, today announced that
Peter Powchik, M.D. is joining its Board of Directors and will be retiring as
Vaxxinity’s Executive Vice President, Research & Development. This
transition will be effective March 31, 2022 and will increase the size of the
Board to seven.
“Peter is a rockstar of drug development who has contributed to the
approval of over half a dozen new drugs that help patients to this day. We
are fortunate to have him joining our Board where we may continue to
leverage his considerable expertise to develop vaccines and treat chronic
diseases,” said Lou Reese, Executive Chairman of Vaxxinity.
“Vaxxinity is continuing to build a world -class team of scientists and drug
development experts with the drive to change the way we treat chronic
diseases, and helping to achieve our goal of making safe, effective and
affordable treatments to democratize health,” said Dr. Peter Powchik. “We
have a unique platform that has the potential to disrupt the current
treatment paradigms in chronic diseases and allow us to rethink how
medicines are developed and delivered. By utilizing a vaccine approach,
Vaxxinity can not only provide medicines that are more affordable and
convenient, but also in combinations and stages of disease that were
previously impractical. I look forward to my next chapter with this dynamic
company.”
Prior to joining Vaxxinity and its predecessor, United Neuroscience, Dr.
Powchik was Senior Vice President, Head of Clinical Development at
Regeneron Pharmaceuticals from 2006 to 2018, where he oversaw the
development of Regeneron’s first seven approved drugs and helped to build
its development and regulatory infrastructure. Peter led the development of
multiple products to licensure including Eylea®, Kevzara®, Arcalyst®,
Dupixent® and Praluent® against PCSK9 for hypercholesterolemia. He also
served various roles in clinical development including at Chugai Pharma
USA, Novartis overseeing the development and approval of Ritalin LA® and
Focalin® and Sepracor where he initiated the development of Lunesta®. He
is a board-certified psychiatrist trained at NYU School of Medicine, Mount
Sinai Medical Center (NYC), and Columbia University College of Physicians
and Surgeons.
“We thank Peter for his outstanding contribution to Vaxxinity and warmly
welcome him to our Board of Directors,” said Mei Mei Hu, Chief Executive
Officer of Vaxxinity. “Peter has been instrumental in defining our path and
shaping our journey to create next generation vaccines to serve the
underserved around the world and democratize health.”
About Vaxxinity
Vaxxinity, Inc. is a purpose-driven biotechnology company committed to
democratizing healthcare across the globe. The company is pioneering a
new class of synthetic, peptide-based immunotherapeutic vaccines aimed
at disrupting the existing treatment paradigm for chronic disease,
increasingly dominated by monoclonal antibodies, which suffer from
prohibitive costs and cumbersome administration. The company’s
proprietary technology platform has enabled the innovation of novel pipeline
candidates designed to bring the efficiency of vaccines to the treatment of
chronic diseases, including Alzheimer’s, Parkinson’s, migraine, and
hypercholesterolemia. The technology is also implemented as part of a
COVID-19 vaccine program. Vaxxinity has optimized its pipeline to achieve
a potentially historic, global impact on human health.
For more information about Vaxxinity, Inc., visit www.vaxxinity.com and
follow us on social media @vaxxinity.
Forward-looking Statement
This press release includes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The use of certain
words, including "believe," "may," “continue,” “advancing,” and "will" and
similar expressions, are intended to identif y forward-looking statements.
These forward-looking statements involve substantial risks and
uncertainties, including statements that are based on the current
expectations and assumptions of Vaxxinity’s management about the
development of a new class of immunotherapeutic vaccines and the
innovation and efficacy of Vaxxinity’s product candidates. Various important
factors could cause actual results or events to differ materially from those
that may be expressed or implied by our forward-looking statements.
Additional important factors to be considered in connection with forward -
looking statements are described in the "Risk Factors" section of the
Company's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on December 23, 2021. The forward-looking
statements are made as of this date and Vaxxinity does not undertake any
obligation to update any forward -looking statements, whether as a result of
new information, future events or otherwise, except as required by law.
Investor Contact Claudia
Styslinger
vaxxinity@argotpartners.com
Press Contact
Philip Cowdell
media@vaxxinity.com