View:
As filed with the Securities and Exchange Commission on April 28, 2023
Registration No. 333-261061
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VAXXINITY, INC.
(Exact name of registrant as specified in its charter)
Delaware
86-2083865
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
505 Odyssey Way
Merritt Island, FL 32953
(Address, including zip code, principal executive offices)
Vaxxinity, Inc. 2021 Stock Option and Grant Plan
Vaxxinity, Inc. 2021 Omnibus Incentive Compensation Plan
Vaxxinity, Inc. 2021 Employee Stock Purchase Plan
Non-Qualified Stock Option Award Agreements for Mei Mei Hu
Non-Qualified Stock Option Award Agreement for Lou Reese
(Full title of the plans)
René Paula Molina
General Counsel and Secretary
Vaxxinity, Inc.
505 Odyssey Way
Merritt Island, FL 32953
Telephone: (254) 244-5739
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
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 7(a)(2)(B)
of the Securities Act.
☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (this “Registration Statement”)
is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely to update the Consent of
Independent Registered Public Accounting Firm by Armanino LLP, included as Exhibit 23.2 to the Registration
Statement on Form S-8 (File No. 333-261061) filed with the Securities and Exchange Commission on November 15,
2021 (the “Original Filing”).
Except as described above, this Registration Statement does not update, amend or modify any other
information, statement or disclosure contained in the Original Filing. No additional securities are being registered, and
registration fees were paid upon filing of the Original Filing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Reference is made under this Item 8 to the exhibit index included in this Registration Statement.
Exhibit
Number
Exhibit Description
23.2
24.1
SIGNATURES
The Registrant.
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the above-referenced Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Merritt Island, Florida , on April 28, 2023.
VAXXINITY, INC.
By:
/s/ Mei Mei Hu
Name: Mei Mei Hu
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the
Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Name
Title
Date
/s/ Mei Mei Hu
President, Chief Executive Officer, and Director
April 28, 2023
Mei Mei Hu
(Principal Executive Officer)
/s/ Jason Pesile
Senior Vice President, Finance & Accounting
April 28, 2023
Jason Pesile
(Principal Financial Officer and Principal Accounting Officer)
*
Executive Chairman
April 28, 2023
Louis Reese
/s/ George Hornig
Director
April 28, 2023
George Hornig
/s/ Landon Ogilvie
Director
April 28, 2023
Landon Ogilvie
/s/ Gaby Toledano
Director
April 28, 2023
Gaby Toledano
*
Director
April 28, 2023
Peter Diamandis
/s/ Katherine Eade
Director
April 28, 2023
Katherine Eade
/s/ Peter Powchik
Director
April 28, 2023
Peter Powchik
/s/ James Smith
Director
April 28, 2023
James Smith
* By:
/s/ Rene Paula Molina
Rene Paula Molina
Attorney-in-Fact
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 27, 2023, with respect to the consolidated financial statements, included in
the Annual Report of Vaxxinity, Inc. on Form 10-K as of and for the years ended December 31, 2022 and December
31, 2021, and the related consolidated statements of operations, convertible preferred stock and stockholders' equity
(deficit), and cash flows for each of the two years ended December 31, 2022. We consent to the incorporation by
reference of said report in the Registration Statement of Vaxxinity, Inc. on Form S-8 (File No. 333-261061).
/s/Armanino LLP
San Ramon, California
April 28, 2023