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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