Form 8-K Vaxxinity, Inc. For: Apr 19
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM
____________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
____________________________________
(Exact name of registrant as specified in its charter)
____________________________________
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
,
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (
)
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
The
Nasdaq
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
ATTACHMENTS / EXHIBITS
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