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As filed with Securities and Exchange Commission on April 30, 2024
Registration No. 333-273822
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
 
D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT
 
NO. 333-273822
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, Florida 32953
(Address, including zip code, and telephone number,
 
including area code, of registrant’s principal
 
executive offices)
Mei Mei Hu
Chief Executive Officer
Vaxxinity,
 
Inc.
500 Odyssey Way
Merritt Island, Florida 32953
(254) 244-5739
(Name, address, including zip code, and telephone number,
 
including area code, of agent for service)
Copies to:
Courtney M.W.
 
Tygesson
Amanda Weiss
110 N. Wacker
 
Dr.
Suite 4200
Chicago, Illinois 60606
(312) 881-6500
Sumita Ray, J.D.
Chief Legal, Compliance & Administrative Officer
Vaxxinity,
 
Inc.
500 Odyssey Way
Merritt Island, Florida 32953
(254) 244-5739
Approximate date
 
of commencement
 
of proposed
 
sale to
 
the public:
 
Not applicable.
 
The registrant
 
is filing
this post-effective amendment to remove from registration any
 
securities registered hereunder that remain unsold.
If the only securities being
 
registered on this Form are being offered pursuant
 
to dividend or interest reinvestment
plans, please check the following box:
☐
If any of the securities being
 
registered on this Form are
 
to be offered on a
 
delayed or continuous basis pursuant
to Rule 415 under the Securities Act
 
of 1933, other than securities offered only
 
in connection with dividend or interest
reinvestment plans, check the following box:
☐
 
 
 
If this Form is
 
filed to register
 
additional securities
 
for an offering
 
pursuant to
 
Rule 462(b) under the
 
Securities
Act, please check
 
the following
 
box and list
 
the Securities
 
Act registration statement
 
number of the
 
earlier effective
registration statement for the same offering.
☐
If
 
this
 
Form is
 
a
 
post-effective
 
amendment
 
filed
 
pursuant
 
to
 
Rule 462(c) under
 
the
 
Securities
 
Act,
 
check
 
the
following box and
 
list the Securities
 
Act registration statement
 
number of the
 
earlier effective
 
registration statement
for the same offering.
☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto
that shall become effective upon
 
filing with the Commission pursuant
 
to Rule 462(e) under the Securities
 
Act, check
the following box.
☐
If this Form
 
is a
 
post-effective
 
amendment to
 
a registration
 
statement filed
 
pursuant to
 
General Instruction
 
I.D.
filed to
 
register additional
 
securities or
 
additional classes
 
of securities
 
pursuant to
 
Rule 413(b) under
 
the Securities
Act, check the following box.
☐
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.
☐
 
 
DEREGISTRATION OF
 
SECURITIES
This Post-Effective Amendment No.
 
1 (this “
Post-Effective Amendment
”), relates to the Registration Statement
on
 
(File No. 333-273822)
 
(the “
Registration Statement
”), filed by Vaxxinity
 
,
 
Inc., a Delaware corporation
(the “
Company
”), on August 9, 2023, with the Securities and
 
Exchange Commission (the “
SEC
”) to register the sale
from time to time
 
of up to $300,000,000 in
 
total of the following
 
securities: (i) the Company’s Class A common stock,
par value
 
$0.0001 per
 
share (the “
Class A
 
Common Stock
”);
 
(ii) the Company’s
 
preferred stock,
 
par value $0.0001
per share; (iii) debt securities; (iv)
 
warrants to purchase the Company’s
 
debt or equity securities or securities
 
of third
parties
 
or
 
other
 
rights;
 
(v)
 
subscription
 
rights
 
to
 
purchase
 
our
 
securities;
 
and
 
(vi)
 
units
 
consisting
 
of
 
one
 
or
 
more
warrants,
 
debt
 
securities, shares
 
of preferred
 
stock, shares
 
of Class
 
A Common
 
Stock
 
or
 
any combination
 
of such
securities (collectively, the “
Registered Securities
”). The Registration Statement
 
was declared effective on
 
August 18,
2023.
On April
 
19, 2024,
 
the Company announced
 
its intention
 
to voluntarily
 
delist its
 
Class A
 
Common Stock
 
from
the Nasdaq
 
Stock Market
 
LLC (“
Nasdaq
”) and
 
to deregister
 
its Class
 
A Common
 
Stock under
 
Section 12(b)
 
of the
Securities Exchange Act
 
of 1934, as
 
amended (the “
Exchange Act
”). On April 29,
 
2024, the Company
 
filed a Form
25
 
with
 
the
 
SEC
 
to
 
remove
 
its
 
Class
 
A
 
Common
 
Stock
 
from
 
listing
 
and
 
registration
 
on
 
Nasdaq.
 
Following
 
the
effectiveness of the Form 25, the Company intends
 
to file a Form 15 with
 
the SEC to suspend its reporting obligations
under the Exchange Act.
In connection with
 
the Company’s voluntary decision to
 
delist and deregister
 
its Class A
 
Common Stock, by
 
filing
this Post-Effective
 
Amendment, the
 
Company has
 
terminated
 
the offerings
 
of the
 
Registered Securities
 
pursuant to
the
 
Registration
 
Statement.
 
Accordingly,
 
the
 
Company
 
hereby
 
terminates
 
the
 
effectiveness
 
of
 
the
 
Registration
Statement and,
 
in accordance
 
with an
 
undertaking made
 
by the Company
 
in Part II
 
of the Registration
 
Statement to
remove
 
from
 
registration,
 
by
 
means
 
of
 
post-effective
 
amendment,
 
removes
 
from
 
registration
 
any
 
and
 
all
 
of
 
the
Registered
 
Securities
 
that
 
remain
 
unsold
 
under
 
the
 
Registration
 
Statement
 
as
 
of
 
the
 
date
 
hereof.
 
The
 
Registration
Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
 
 
 
SIGNATURES
Pursuant
 
to
 
the
 
requirements
 
of
 
the
 
Securities
 
Act
 
of
 
1933,
 
as
 
amended,
 
the
 
Company
 
certifies
 
that
 
it
 
has
reasonable grounds
 
to believe
 
that it
 
meets all
 
of the
 
requirements
 
for filing
 
on Form S-3
 
and has
 
duly caused
 
this
Post-Effective
 
Amendment to
 
be signed
 
on its
 
behalf by
 
the undersigned,
 
thereunto duly
 
authorized, in
 
the City
 
of
Merritt Island, State of Florida,
 
on April 30, 2024.
 
VAXXINITY,
 
INC.
By:
/s/ Mei Mei Hu
Mei Mei Hu
Chief Executive Officer
 
No other person is
 
required to sign this Post-Effective Amendment in
 
reliance upon Rule 478 under the Securities
Act of 1933, as amended.