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United States securities and exchange commission logo
July 5, 2023
Jason Pesile
Senior Vice President, Finance and Accounting
Vaxxinity, Inc.
505 Odyssey Way
Merritt Island, FL 32953
Re: Vaxxinity, Inc.
Form 10-K for Year
Ended December 31, 2022
File No. 001-41058
Dear Jason Pesile:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Component of Our Results of Operations
Research and Development Expenses, page 94
1. We note your
disclosures on page 94 stating you allocate third party research and
development expenses on
a program-by-program basis but you do not similarly allocate
internal costs.
Please provide
disclosures to be included in future filings to separately quantify your
external research
and development expenses for your most significant drug candidate
projects/programs.
For expenses that
are not allocated to specific projects or programs, provide a
breakdown of such
costs separated into their respective functional expense categories
(i.e., by nature
or type of expense) to be included in future filings.
Lastly, please tell
us in which periodic report the revised disclosures will be included.
Jason Pesile
Vaxxinity, Inc.
July 5, 2023
Page 2
Consolidated Financial Statements
Note 17. Commitments and Contingencies
Loss Contingency, page 138
2. Please address the following regarding the loss contingency related to
the purchase of
materials for your UB-612 vaccine:
Provide us with your analysis of ASC 450 supporting your
conclusion that expense
and liability recognition was not warranted for the outstanding
order amount.
As part of your response, specifically address the related party
nature of the
transaction and how this affiliation and overall relationship
(including the fact that
United Biomedical controls greater than 50% of your voting shares)
may ultimately
impact your ability to avoid payment under this arrangement.
To the extent you are able to support that expense and liability
recognition is not
warranted, revise your future filings to provide updated
disclosure of the remaining
amount of the contingency liability that has not been recorded.
Such disclosures
should quantify the extent to which the contingent liability has
decreased since the
pause in manufacturing was requested. Refer to ASC 450-20-50 and
provide us with
your proposed disclosure.
In closing, 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.
You may contact Christine Torney at 202-551-3652 or Kevin Vaughn at
202-551-3494
with any questions.
FirstName LastNameJason Pesile Sincerely,
Comapany NameVaxxinity, Inc.
Division of
Corporation Finance
July 5, 2023 Page 2 Office of Life
Sciences
FirstName LastName