S-8 1 vaxxs82023evergreen.htm FORM S-8 vaxxs82023evergreen
 
 
 
 
 
As filed with the Securities and Exchange Commission on April 28, 2023
Registration No. 333-
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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 Omnibus Incentive Compensation Plan
(Full title of the plan)
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 Registration Statement
 
on Form S-8
 
is being filed
 
for the purpose
 
of registering an
 
additional 3,186,306 shares
of
 
Class
 
A
 
common
 
stock,
 
par
 
value
 
$0.0001
 
per
 
share
 
(the
 
“Class
 
A
 
Common
 
Stock”),
 
of
 
Vaxxinity,
 
Inc.
 
(the
“Registrant”) issuable under
 
the Registrant’s
 
2021 Omnibus Incentive
 
Compensation Plan (the “Plan”),
 
representing
an increase of 3,186,306
 
shares of Class A Common Stock reserved under the Plan effective as of January 1, 2023 as
a
 
result
 
of
 
the
 
operation
 
of
 
the
 
Plan’s
 
automatic
 
annual
 
increase
 
provision.
 
This
 
Registration
 
Statement
 
registers
additional securities
 
of the same
 
class as other
 
securities for
 
which a registration
 
statement filed
 
on Form S-8
 
of the
Registrant relating to an employee bene
 
fit plan is effective (File No.
 
333-261061). Pursuant to Instruction E of Form
S-8,
 
the
 
contents
 
of
 
the
 
Registrant’s
 
registration
 
statement
 
on
 
Form
 
S-8
 
filed
 
with
 
the
 
Securities
 
and
 
Exchange
Commission
 
on
 
November
 
15,
 
2021
 
(File
 
No.
 
333-261061),
 
except
 
for
 
Item 6
 
“Indemnification
 
of
 
Directors
 
and
Officers” and Item 8 “Exhibits”,
 
are incorporated by reference herein.
 
PART
 
II
INFORMATION REQUIRED
 
IN THE REGISTRATION
 
STATEMENT
 
Item 6. Indemnification of Directors and Officers.
We
 
have
 
entered
 
into
 
indemnification
 
agreements
 
with
 
each
 
of
 
our
 
current
 
directors
 
and
 
executive
 
officers.
These agreements require us to indemnify these individuals to
 
the fullest extent permitted under Delaware law against
liabilities that may
 
arise by reason
 
of their service
 
to us, and
 
to advance expenses
 
incurred as a
 
result of any
 
proceeding
against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our
future directors and executive officers.
Section 145
 
of
 
the
 
Delaware
 
General
 
Corporation
 
Law
 
(the
 
“DGCL”)
 
provides
 
that
 
a
 
corporation
 
may
indemnify directors
 
and officers
 
as well
 
as other
 
employees and
 
individuals
 
against expenses
 
(including
 
attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with
 
any
 
threatened,
 
pending
 
or
 
completed
 
actions,
 
suits or
 
proceedings
 
in
 
which
 
such
 
person
 
is made
 
a
 
party
 
by
reason
 
of
 
such
 
person
 
being
 
or
 
having
 
been
 
a
 
director,
 
officer,
 
employee
 
or
 
agent
 
to
 
the
 
Registrant.
 
The
 
DGCL
provides that Section 145 is
 
not exclusive of other
 
rights to which those
 
seeking indemnification may be
 
entitled under
any bylaw, agreement,
 
vote of stockholders or disinterested directors or otherwise. Our amended and restated bylaws
provide for indemnification by the Registrant of its
 
directors, officers and employees to the fullest extent permitted by
the DGCL.
Section 102(b)(7)
 
of the
 
DGCL permits
 
a corporation
 
to provide
 
in its
 
charter that
 
a director
 
or officer
 
of the
corporation shall
 
not be
 
personally liable
 
to the
 
corporation or
 
its stockholders
 
for monetary
 
damages for
 
breach of
fiduciary duty as a director or officer, except for liability of (1) a director or officer
 
for any breach of the director’s or
officer’s duty of loyalty to the
 
corporation or its stockholders, (2)
 
a director or officer for
 
acts or omissions not
 
in good
faith or which involve
 
intentional misconduct or
 
a knowing violation of
 
law, (3)
 
a director for payments of
 
unlawful
dividends
 
or unlawful
 
stock purchases
 
or redemptions,
 
(4) a
 
director or
 
officer
 
for any
 
transaction from
 
which the
director
 
or
 
officer
 
derived
 
an
 
improper
 
personal
 
benefit,
 
or
 
(5)
 
an
 
officer
 
in
 
any
 
action
 
by
 
or
 
in
 
the
 
right
 
of
 
the
corporation. The
 
certificate of
 
incorporation,
 
as amended,
 
of the
 
Registrant provides
 
for such
 
limitation of
 
liability
with respect to directors of the corporation.
 
We
 
maintain standard policies of
 
insurance under which coverage
 
is provided (a) to our
 
directors and officers
against loss arising from
 
claims made by reason
 
of breach of duty
 
or other wrongful act and
 
(b) to us with respect to
payments we may make to our officers and
 
directors pursuant to the above indemnification provision
 
or otherwise as
a matter of law.
 
 
 
 
 
 
 
Item 8. Exhibits.
 
Exhibit
Number
 
Exhibit Description
 
Incorporated by
Reference
 
 
Filed
Herewith
 
 
Form
 
 
Date
 
 
Numbe
r
 
4.1
 
 
 
8-K
 
 
 
11/17/2021
 
 
 
3.1
 
 
4.2
 
 
 
8-K
 
 
 
11/17/2021
 
 
 
3.2
 
 
4.3
S-1/A
 
 
 
11/5/2021
 
 
 
4.1
 
 
5.1
 
 
 
 
 
 
X
 
23.1
 
 
 
 
 
 
X
 
23.2
 
(included in Exhibit 5.1).
 
 
 
 
 
 
X
 
24.1
 
(included on the signature page hereof).
 
 
 
 
 
 
X
 
99.1#
 
 
 
 
 
X
99.2#
S-1/A
 
 
 
11/5/2021
 
 
 
10.14
 
 
99.3#
S-1/A
 
 
 
11/5/2021
 
 
 
10.15
 
 
107
 
 
 
 
 
 
X
 
 
#
Indicates management contract or compensatory plan or arrangement
 
.
 
 
 
 
 
 
 
 
 
SIGNATURES
The Registrant.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
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
Power of Attorney
KNOW ALL PERSONS BY THESE
 
PRESENTS, that each person whose
 
signature appears below hereby constitutes
and appoints Mei Mei Hu and René Paula Molina, and
 
each of them acting individually,
 
as his or her true and lawful
attorneys-in-fact and agents, each with full power
 
of substitution, for him or her in any and all capacities,
 
to sign any
and all amendments
 
(including post-effective
 
amendments) to this Registration
 
Statement, and to
 
file the same, with
all
 
exhibits
 
thereto
 
and
 
other
 
documents
 
in
 
connection
 
therewith,
 
with
 
the
 
Securities
 
and
 
Exchange
 
Commission,
granting unto
 
said attorneys-in-fact
 
and agents,
 
with full
 
power of
 
each to
 
act alone,
 
full power
 
and authority
 
to do
and perform each
 
and every act and
 
thing requisite and necessary
 
to be done
 
in connection therewith,
 
as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause
 
to be done by virtue hereof.
 
Pursuant to the
 
requirements of the
 
Securities Act of
 
1933, as amended,
 
this Registration Statement
 
has been signed
by the following persons in the capacities and on the dates 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)
 
/s/ Louis Reese
 
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
 
 
 
 
 
 
/s/ Peter Diamandis
 
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