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Common Stock
 6 Months Ended
Jun. 30, 2022
Common Stock [Abstract]  
Common Stock
10. Common Stock
As explained
 
in Note
 
1, in
 
accordance with
 
the Contribution
 
and Exchange
 
Agreement, on
 
March 2,
 
2021, all
 
outstanding shares
 
of
common
 
stock
 
of
 
UNS
 
and
 
COVAXX
 
were
 
contributed
 
to
 
Vaxxinity
 
and
 
exchanged
 
for
 
an
 
aggregate
 
of
60,360,523
 
shares
 
of
Vaxxinity’s
 
Class A common
 
stock and
10,999,149
 
shares of Vaxxinity’s
 
Class B common
 
stock. Each
 
UNS share of
 
common stock
was exchanged
 
for
0.2191
 
shares of Vaxxinity
 
common stock and
 
each share of
 
COVAXX
 
common stock
 
was exchanged for
3.4233
shares of Vaxxinity
 
common stock.
 
As of June 30, 2022 and December 31, 2021, Vaxxinity’s
 
Amended and Restated Certificate of Incorporation authorized
1,100,000,000
shares of common stock with a
 
par value of $
0.0001
 
per share, of which
1,000,000,000
 
shares have been designated as Class
 
A common
stock and
100,000,000
 
shares have been designated as Class B common stock.
 
Holders of Class
 
A common stock and
 
Class B common
 
stock have identical rights,
 
except with respect
 
to voting and conversion.
 
Except
as otherwise expressly provided in Vaxxinity’s
 
Amended and Restated Certificate of Incorporation or Bylaws, or
 
required by applicable
law,
 
holders
 
of Class
 
A common
 
stock will
 
be entitled
 
to one
 
vote per
 
share on
 
all matters
 
submitted
 
to a
 
vote
 
of stockholders
 
and
holders of our Class B common stock will be entitled to ten votes per share on all matters submitted
 
to a vote of stockholders.
 
Holders
 
of
 
Class A
 
common
 
stock
 
and
 
Class B
 
common
 
stock
 
vote
 
together
 
as a
 
single class
 
on
 
all matters
 
submitted
 
to
 
a
 
vote
 
of
stockholders, except (i) amendments
 
to Vaxxinity’s
 
Amended and Restated Certificate of
 
Incorporation to increase or
 
decrease the par
value
 
of
 
a
 
class
 
of
 
capital
 
stock,
 
in
 
which
 
case
 
the
 
applicable
 
class
 
would
 
be
 
required
 
to
 
vote
 
separately
 
to
 
approve
 
the
 
proposed
amendment
 
and (ii)
 
amendments to
 
Vaxxinity’s
 
Amended and
 
Restated Certificate
 
of Incorporation
 
that alter
 
or change
 
the powers,
preferences or special rights
 
of a class of capital
 
stock in a manner
 
that affects its holders adversely,
 
in which case the applicable
 
class
would be required to vote separately to approve the proposed amendment.
 
Holders of common
 
stock are entitled to
 
receive, ratably,
 
dividends as may
 
be declared by
 
Vaxxinity’s
 
board of directors out
 
of funds
legally available therefor if the board of directors, in its discretion, determines to
 
issue dividends.
 
The Company has reserved shares of common stock for issuance for the following
 
purposes:
June 30,
December 31,
2022
2021
Options and RSUs issued and outstanding
20,639,861
21,387,909
Options available for future grants
6,328,932
7,209,538
Warrants issued and
 
outstanding
1,928,020
1,928,020
28,896,813
30,525,467