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 17~~October 7, 2024

Vaccinex, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38624	16-1603202
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)


1895 Mount Hope Avenue, Rochester, New York		14620
(Address of principal executive offices)		(Zip Code)

Registrant’s 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:

☐	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~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $0.0001 per share		VCNX		Nasdaq Capital 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 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

OnAs ~~September~~previously disclosed, on April 1711, 2024, Vaccinex, Inc. (the “Company”), ~~entered~~received ~~into~~a ~~inducement~~ letter ~~agreements~~from the Listing Qualifications staff (the “~~Inducement~~Nasdaq ~~Letter~~Listing ~~Agreements~~Staff”) ~~with~~of ~~holders~~The ~~(the~~Nasdaq Stock Market (“~~Holders~~Nasdaq”) ofnotifying ~~existing~~the ~~warrants~~Company tothat ~~purchase~~based upon tothe anfinancial ~~aggregate~~statements ofcontained ~~1,067,492~~in ~~shares~~its ofForm 10-K for the ~~Company’s~~year-ended ~~common~~December 31, ~~stock~~2023, ~~par~~the ~~value~~Company ~~$0.0001~~no ~~per~~longer ~~share~~complied (with the ~~“Common~~requirement ~~Stock”),~~under ~~originally~~Nasdaq ~~issued~~Listing toRule ~~the~~5550(b)(1) ~~Holders~~to ~~between~~maintain ~~October~~a ~~2023~~minimum ~~and~~of ~~March~~$2.5 million ~~2024,~~in ~~having~~stockholders’ ~~exercise~~equity ~~prices~~for ~~between~~continued ~~$7.64~~listing ~~and~~on ~~$32.76~~the ~~per~~Nasdaq ~~share~~Capital Market (the “~~Existing~~Equity ~~Warrants~~Standard”). ~~Pursuant~~or to the ~~Inducement~~alternative ~~Letter~~requirements ~~Agreements,~~of ~~the~~having ~~Holders~~a ~~agreed~~market tovalue ~~exercise~~of ~~for~~listed ~~cash~~securities ~~the~~of ~~Existing~~$35 million ~~Warrants~~or atnet aincome ~~reduced~~from ~~exercise~~continuing ~~price~~operations of $~~5.636~~500,000 ~~per share~~ in ~~consideration of~~ the ~~Company’s~~most ~~agreement~~recently tocompleted ~~issue~~fiscal ~~new~~year ~~unregistered~~or ~~common~~two ~~warrants~~of (the ~~“New~~last ~~Warrants”)~~three tomost ~~purchase~~recently upcompleted tofiscal ~~1,601,238~~years ~~shares of Common Stock~~ (the “~~New~~Alternative ~~Warrant Shares~~Standards”),. ~~which~~The ~~were~~notification ~~issued~~letter ~~and~~had ~~sold~~no inimmediate aeffect ~~private~~on ~~placement~~the atCompany’s alisting ~~price~~on ofthe ~~$0.125~~Nasdaq ~~per~~Capital ~~New Warrant~~Market. ~~Each~~On June ~~New~~5, ~~Warrant~~2024, ~~has~~Nasdaq annotified ~~initial~~the ~~exercise~~Company ~~price~~that ~~equal~~it tohad ~~$5.636~~been ~~per~~provided ~~share,~~an isextension ~~immediately~~to ~~exercisable,~~regain and ~~expires~~evidence compliance on or before September 1830, ~~2029~~2024.

~~The~~On ~~exercise~~October 7, of2024, the ~~Existing~~Company ~~Warrants~~received ~~results~~a inletter from the Nasdaq Listing Staff stating that the Company ~~issuing~~had ~~872~~not regained compliance with the Equity Standard or the Alternatives Standards and that,~~028~~ ~~shares~~as a result, unless the Company timely requests an appeal of ~~Common~~this ~~Stock~~determination ~~and~~to a Nasdaq Hearings Panel, ~~pursuant~~Nasdaq would move to ~~terms~~suspend trading of the ~~Existing~~Company’s ~~Warrants,~~common stock and to have the ~~pre-funding~~Company’s ofsecurities ~~195~~delisted from the Nasdaq Capital Market. The Company intends to timely appeal the determination,~~464~~ ~~shares~~which will automatically stay any suspension or delisting action pending the Hearings Panel’s decision and the expiration of ~~Common~~any ~~Stock~~additional ~~underlying~~extension ~~Existing~~period ~~Warrants~~granted ~~where~~by the ~~applicable~~Hearings ~~Holder~~Panel ~~would~~following ~~have~~the ~~exceeded~~hearing. As a ~~specified~~result, ~~beneficial~~the ~~ownership~~Company’s ~~limitation~~common ~~contained~~stock inis expected to remain listed on the ~~applicable~~Nasdaq ~~Existing~~Capital ~~Warrant~~Market ifthrough ~~shares~~at ofleast ~~Common~~that ~~Stock~~time. ~~had~~However, ~~been~~there ~~issued~~can be no assurance that the Hearings Panel will grant the Company’s request for continued listing or that the Company will be able to demonstrate compliance with the Equity Standard or the Alternative Standards within any additional compliance period that may be granted by the Hearings Panel.

The Inducement Letter Agreements were entered into and the Existing Warrants were exercised following the Company’s previously announced call of the Existing Warrants for cancellation following the announcement of a statistically significant increase in FDG-PET signal in patients in the Company’s SIGNAL-AD trial of pepinemab for the treatment of Alzheimer’s disease.

The Inducement Letter Agreements prohibit the Company, until 30 days after the closing date (the “Standstill Period”), from (i) issuing, agreeing to issue, or announcing the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) filing any registration statement or amendment or supplement thereto, in each case subject to certain exceptions. The Inducement Letter Agreements also prohibit the Company, until 180 days following the closing date, from effecting or entering into an agreement to effect any issuance by the Company of shares of Common Stock or Common Stock equivalents involving certain variable rate transactions, provided that the Company’s existing at-the-market sales program shall not be considered a variable rate transaction after the expiration of the Standstill Period.

Among the Holders are FCMI Parent Co., which is controlled by Albert D. Friedberg, chair of the Board of Directors of the Company (the “Board”), and Vaccinex (Rochester), L.L.C., which is controlled by Maurice Zauderer, Ph.D., the Company’s president, chief executive officer and a member of the Board.

The New Warrants were and the 708,918 shares of Common Stock underlying Existing Warrants that were not previously registered were or will be issued and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1993, as amended (the “Securities Act”), and/or Rule 506 of Regulation D as promulgated by the SEC under the Securities Act. Pursuant to the Inducement Letter Agreements, the Company agreed to file a registration statement providing for the resale by the purchasers of the shares of Common Stock issuable upon exercise of the New Warrants by October 17, 2024, and to use commercially reasonable efforts to cause such registration statement to become effective by November 16, 2024.

The gross proceeds to the Company from the exercise of the Existing Warrants and the sale of the New Warrants are approximately $6.2 million, prior to deducting financial advisory fees and estimated transaction expenses. The closing of the transactions contemplated by the Inducement Letter Agreements occurred in part on September 18, 2024, with the remainder expected to close on September 19, 2024.

The descriptions of the terms and conditions of the form of New Warrant and the form of Inducement Letter Agreement are qualified by reference to the full text of such documents, which are attached hereto as Exhibits 4.1 and 10.1, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed herewith:

ExhibitNumber		Exhibit Description
4.1		Form of Common Stock Purchase Warrant, dated September 18, 2024
10.1		Form of Inducement Letter Agreement, by and between the Company and each purchaser identified on the signature pages thereto, dated as of September 17, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned hereunto duly authorized.

	Vaccinex, Inc.
Date: September 19, 2024	By:	/s/ Maurice Zauderer
Date: October 9, 2024	By:	/s/ Jill Sanchez
		Maurice Zauderer
		Jill Sanchez
		Chief Executive Officer
		Chief Financial Officer

Filing Compare · VACCINEX, INC.