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8k20240419
false 0001851657 NASDAQ 0001851657 2024-04-19 2024-04-19
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM
8-K
____________________________________
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d)
 
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
 
April 19, 2024
____________________________________
 
Vaxxinity, Inc.
(Exact name of registrant as specified in its charter)
____________________________________
 
 
 
Delaware
001-41058
86-2083865
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
 
505 Odyssey Way
Merritt Island
,
FL
32953
(Address of principal executive offices) (Zip Code)
 
 
 
Registrant’s telephone number,
 
including area code: (
254
)
244-5739
 
Not Applicable
(Former name or former address, if changed since last report)
____________________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
 
☐
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, par value $0.0001
per share
VAXX
The
Nasdaq
 
Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.01.
 
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 19, 2024, Vaxxinity,
 
Inc. (the “Company” or “Vaxxinity”
 
)
 
delivered formal notice to The Nasdaq
 
Stock Market LLC of
its intention
 
to voluntarily
 
delist its
 
Class A
 
Common Stock,
 
par value
 
$0.0001 per
 
share (the
 
“Common Stock”),
 
from the
 
Nasdaq
Global Market ( “Nasdaq”) and deregister
 
the Common Stock under Section 12(b)
 
and Section 12(g) of Securities and
 
Exchange Act of
1934, as amended (the “Exchange Act”), and suspend its reporting obligations under Section 15(d) of the Exchange Act.
 
The
 
Company
 
intends
 
to
 
file
 
a
 
Notification
 
of
 
Removal
 
from
 
Listing
 
and/or
 
Registration
 
on
 
Form
 
25
 
with
 
the
 
Securities
 
and
Exchange Commission (the
 
“SEC”) on or
 
about April 29,
 
2024 to effect
 
the voluntary withdrawal
 
of the listing
 
of its securities
 
from
Nasdaq and the
 
deregistration of its
 
securities under Section
 
12(b) of the
 
Exchange Act. The
 
Company anticipates that
 
the delisting from
Nasdaq
 
and
 
deregistration
 
under
 
Section
 
12(b)
 
of
 
its
 
securities
 
will
 
become
 
effective
 
on
 
or
 
about
 
May
 
9,
 
2024.
 
Following
 
the
effectiveness of the Form 25, the Company
 
intends to file with the SEC
 
a Form 15 to deregister the
 
Company’s securities under Section
12(g) of the Exchange Act, thereby suspending its reporting obligations under the Exchange Act.
Item 8.01.
 
Other Events.
On April
 
19, 2024,
 
the Company
 
issued a
 
press release
 
announcing its
 
intention to
 
voluntarily delist
 
and deregister
 
its Common
Stock. The foregoing description of the press release
 
is qualified in its entirety by the full
 
text of the press release furnished as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01.
 
Financial Statements and Exhibits.
(d)
 
Exhibits.
Exhibit
No.
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
Forward-Looking Statements
The information contained herein includes forward-looking
 
statements, as defined in the
 
Private Securities Litigation Reform Act
of 1995. The use
 
of certain words, including
 
“believe,” “may,”
 
“continue,” “intend,” “will,” “anticipate,”
 
and similar expressions, are
intended to identify
 
forward-looking statements. Forward-looking
 
statements include statements,
 
other than statements
 
of historical fact,
regarding,
 
among
 
other
 
things,
 
statements regarding
 
the
 
Company’s
 
plans
 
and
 
its
 
ability
 
to
 
successfully delist
 
from
 
Nasdaq
 
and
 
to
deregister the Common Stock. These forward-looking statements involve substantial risks and uncertainties.
 
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,
including, but not limited
 
to, the timing of
 
the effectiveness of the
 
Company’s delisting and
 
ability and timing of
 
deregistration of the
Common Stock, the Company’s ability to continue as
 
a going concern and those other
 
factors described in the “Risk
 
Factors” section of
Vaxxinity’s
 
Annual
 
Report
 
on
 
Form
 
10-K
 
for
 
the
 
year
 
ended
 
December
 
31,
 
2023,
 
filed
 
with
 
the
 
U.S.
 
Securities
 
and
 
Exchange
Commission
 
on
 
March
 
27,
 
2024.
 
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.
 
 
 
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.
Date: April 19, 2024
VAXXINITY,
 
INC.
By:
/s/ Mei Mei Hu
Name:
 
Mei Mei Hu
Title:
 
Chief Executive Officer
exhibit991
 
 
 
 
Exhibit 99.1
Vaxxinity Announces Intention to Voluntarily
 
Delist and Deregister its Class A Common Stock
 
CAPE CANAVERAL
 
,
 
Fla., April 19, 2024 – Vaxxinity,
 
Inc. (“Vaxxinity
 
”, “we”, “us” or the “Company”) (Nasdaq:
VAXX
 
), a U.S.
 
company pioneering the development
 
of a new
 
class of medicines,
 
today announced its intention
 
to
voluntarily
 
delist
 
from
 
the
 
Nasdaq
 
Global
 
Market
 
(“Nasdaq”)
 
and
 
to
 
deregister
 
its
 
Class
 
A
 
common
 
stock
 
under
Section
 
12(b)
 
and
 
Section
 
12(g)
 
of
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
 
amended
 
(the
 
“Exchange
 
Act”),
 
and
suspend its reporting obligations under Section 15(d) of the Exchange Act.
On February 9,
 
2024, the Company
 
received a notice
 
from the Listing
 
Qualifications Department of
 
the Nasdaq
 
Stock
Market LLC indicating that
 
the Company was no
 
longer in compliance with Listing
 
Rule 5450(a)(1) with respect to
its
 
Class
 
A
 
common
 
stock,
 
which
 
requires the
 
Company to
 
maintain
 
a
 
minimum
 
bid
 
price
 
of
 
$1.00
 
per
 
share
 
for
continued listing on Nasdaq, and providing until
 
August 7, 2024 to regain compliance. In
 
determining to voluntarily
delist and deregister its
 
Class A common stock,
 
the Company considered that
 
the current low trading
 
value, and the
resulting low trading
 
volume, limits the
 
liquidity of the
 
Company’s Class A common stock
 
and affects
 
the Company’s
ability
 
to
 
raise
 
capital
 
from
 
the
 
public
 
markets,
 
attract
 
interest
 
from
 
institutional
 
investors
 
or
 
market
 
analysts
 
or
otherwise realize the
 
traditional benefits of
 
being a publicly
 
traded company.
 
Despite the lack
 
of these benefits,
 
the
Company incurs all of the
 
significant annual expenses and
 
indirect costs associated with
 
being a public company. The
Company
 
believes
 
the
 
reduction
 
in
 
time
 
and
 
resources
 
spent
 
by
 
management
 
and
 
employees
 
to
 
comply
 
with
 
the
requirements
 
applicable
 
to
 
Securities
 
and
 
Exchange
 
Commission
 
(“SEC”)
 
reporting
 
companies
 
will
 
enable
 
the
Company to re-invest resources in
 
research and development endeavors, focus
 
more on its goal of
 
pioneering a new
class of
 
medicines aimed
 
at disrupting
 
the existing
 
treatment paradigm
 
for chronic
 
disease, and
 
work to
 
realize the
Company’s long-term objectives, without the distraction of stock price movement.
 
On April
 
19, 2024,
 
the Company
 
notified Nasdaq
 
of its
 
intent to
 
voluntarily delist
 
its Class
 
A common
 
stock from
Nasdaq.
 
The
 
Company
 
currently
 
anticipates that
 
it
 
will
 
file
 
with
 
the
 
SEC
 
a
 
Form
 
25
 
relating
 
to
 
the
 
delisting
 
and
deregistration
 
of
 
its
 
Class
 
A
 
common
 
stock
 
on
 
or
 
about
 
April
 
29,
 
2024,
 
and
 
anticipates
 
that
 
the
 
delisting
 
and
deregistration under Section 12(b) of its Class A common stock will then become effective on or about May 9, 2024.
 
Following the
 
delisting, any
 
trading in
 
the Company’s Class
 
A common
 
stock would
 
only occur
 
in privately
 
negotiated
sales and potentially
 
on an over-the-counter
 
market. The Company
 
expects that
 
its Class
 
A common stock
 
will initially
be quoted on
 
a market operated
 
by OTC Markets
 
Group Inc. (the
 
“OTC”) so that
 
a trading market
 
may continue to
exist for its
 
Class A
 
common stock
 
for some
 
period of
 
time. There
 
is no
 
guarantee, however, that
 
a broker
 
will continue
to make
 
a market
 
in the
 
Class A
 
common stock
 
and that
 
trading of
 
the Class
 
A common
 
stock will
 
continue on
 
an
OTC market or otherwise.
 
Following the delisting of
 
its Class A
 
common stock from Nasdaq,
 
the Company plans
 
to file with
 
the SEC a
 
Form
15
 
to
 
deregister
 
its
 
Class
 
A
 
common
 
stock
 
under
 
Section
 
12(g)
 
of
 
the
 
Exchange
 
Act
 
and
 
suspend
 
its
 
reporting
obligations under Section 15(d) of the Exchange Act.
About Vaxxinity,
 
Inc.
 
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
 
active
 
immunotherapy
 
medicines
 
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 http://www.vaxxinity.com
and follow us on social media @vaxxinity.
 
Forward-Looking Statements
 
Certain statements regarding Vaxxinity in this release may constitute forward-looking statements within the meaning
of
 
the
 
Private
 
Securities
 
Litigation
 
Reform
 
Act
 
of
 
1995.
 
The
 
use
 
of
 
certain
 
words,
 
including
 
“believe,”
 
“may,”
“continue,”
 
“intend,”
 
“will,”
 
“anticipate,”
 
and
 
similar
 
expressions,
 
are
 
intended
 
to
 
identify
 
forward-looking
statements. Forward-looking statements include statements,
 
other than statements of historical
 
fact, regarding, among
other
 
things,
 
statements
 
regarding
 
the
 
Company’s
 
plans
 
and
 
its
 
ability
 
to
 
successfully
 
delist
 
from
 
Nasdaq
 
and
 
to
deregister its Class A common stock as well as the anticipated benefits thereof, and the potential for a trading market
in
 
the
 
Company’s
 
Class
 
A
 
common
 
stock
 
following
 
the
 
delisting.
 
These
 
forward-looking
 
statements
 
involve
substantial risks and uncertainties. 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,
 
including, but
 
not limited
 
to, the
timing an effectiveness
 
of the Company’s
 
delisting and ability
 
and timing of
 
deregistration of the
 
Class A common
stock, the Company’s
 
ability to continue
 
as a going
 
concern and those
 
other factors described
 
in the “Risk
 
Factors”
section
 
of
 
Vaxxinity’s
 
Annual
 
Report
 
on
 
Form
 
10-K
 
for
 
the
 
year
 
ended
 
December
 
31,
 
2023
 
filed
 
with
 
the
 
U.S.
Securities and Exchange
 
Commission on March
 
27, 2024.
 
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
Mark Joinnides
ir@vaxxinity.com
Press Contact
Ali Nagy / McKenna Miller
anagy@kcsa.com / mmiller@kcsa.com