S-8 POS 1 vaxxs8posteffectiveam.htm S-8 POS vaxxs8posteffectiveam
 
 
 
 
As filed with the Securities and Exchange Commission on May 5,
 
2023
Registration No. 333-271486
 
 
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 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 Post-Effective
 
Amendment No. 1
 
on Form S-8 (the
 
“Registration Statement”) is
 
being filed to
 
include a signed
consent of Armanino LLP and a signed legal opinion and consent of Mintz, Levin, Cohn, Ferris, Glovsky
 
and Popeo,
P.C.
 
(“Mintz”).
 
The
 
Form
 
S-8
 
(Registration
 
No.
 
333-271486)
 
previously
 
filed
 
with
 
the
 
Securities
 
and
 
Exchange
Commission
 
on
 
April
 
28,
 
2023
 
(the
 
“Original
 
Filing”)
 
included
 
the
 
consent
 
of
 
Armanino
 
LLP,
 
the
 
Company’s
independent registered
 
public accounting firm
 
(the “Auditor Consent”),
 
as Exhibit 23.1
 
and the opinion
 
and consent
of Mintz
 
(the “Legal
 
Opinion”) as
 
Exhibit 5.1
 
but did
 
not include
 
the conformed
 
signatures of
 
Armanino LLP
 
and
Mintz in the Auditor Consent and the Legal Opinion, respectively.
 
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.
 
Exhibit
Number
 
Exhibit Description
 
Incorporated by
Reference
 
 
Filed
Herewith
 
 
Form
 
 
Date
 
 
Numbe
r
 
5.1
 
 
 
 
 
 
X
 
23.1
 
 
 
 
 
 
X
 
23.2
 
 
 
 
 
 
X
 
24.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
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 May 5, 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 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
 
May 5, 2023
Mei Mei Hu
 
(Principal Executive Officer)
 
/s/ Jason Pesile
 
Senior Vice President, Finance &
 
Accounting
 
May 5, 2023
Jason Pesile
 
(Principal Financial Officer and Principal Accounting Officer)
 
*
 
Executive Chairman
 
May 5, 2023
Louis Reese
 
 
*
 
Director
 
May 5, 2023
George Hornig
 
 
*
 
Director
 
May 5, 2023
Landon Ogilvie
 
 
*
 
Director
 
May 5, 2023
Gaby Toledano
 
 
*
 
Director
 
May 5, 2023
Peter Diamandis
 
 
*
 
Director
 
May 5, 2023
Katherine Eade
 
 
*
 
Director
 
May 5, 2023
Peter Powchik
 
 
*
 
Director
 
May 5, 2023
James Smith
 
 
*By:
 
/s/ René Paula Molina
René Paula Molina
Attorney-in-Fact