Current Report Filing (8-k)
10 September 2020 - 7:01AM
Edgar (US Regulatory)
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): September 9, 2020
Vaccinex, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-38624
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16-1603202
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1895 Mount Hope Avenue, Rochester, New York
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14620
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (585)
271-2700
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.0001 per share
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VCNX
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Nasdaq Capital Market
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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. ☐
On September 9, 2020, Vaccinex, Inc. (the Company) filed a prospectus supplement (the Prospectus Supplement) under
which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $113,000,000 (the Shares) through Jefferies LLC (Jefferies) as sales agent pursuant to the
Companys Open Market Sale AgreementSM (the Sale Agreement) with Jefferies dated March 27, 2020. A copy of the opinion of Hogan Lovells US LLP relating to the validity
of the Shares is attached as Exhibit 5.1 hereto. No amendment to the Sale Agreement was made in connection with the filing of the Prospectus Supplement. The Prospectus Supplement supersedes, and the Company has ceased the use of and the offering of
Shares under the Companys prior prospectus supplement dated August 14, 2020. Since March 31, 2020, the Company has sold 2,553,529 shares of common stock for net proceeds of $10.0 million under the Sale Agreement.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer
to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
Item 9.01
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Financial Statements and Exhibits.
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The following exhibits are filed herewith:
1
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.
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Vaccinex, Inc.
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Date: September 9, 2020
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By:
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/s/ Scott E. Royer
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Scott E. Royer
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Chief Financial Officer
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