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): ~~December 16~~March 7, ~~2024~~2025

Vaccinex, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38624	16-1603202
(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)

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		TradingSymbol(s)		Name of each exchangeon which registered
Common Stock, par value $0.0001 per share		VCNX		~~Nasdaq~~OTC ~~Capital Market~~Pink

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 ~~December~~March 167, ~~2024~~2025, Vaccinex, Inc. (the “Company”), ~~received~~notified ~~written notice (~~the ~~“Notice”) from the Office of General Counsel of The~~ Nasdaq Stock Market (“Nasdaq”) ~~indicating~~of ~~that~~ the ~~Nasdaq Hearings Panel (the “Panel”) has determined to delist the~~ Company’s ~~shares~~intention ~~from Nasdaq due~~ to ~~the~~delist ~~Company’s~~its ~~failure~~shares toof ~~meet~~common ~~Nasdaq’s~~stock, ~~continued~~par ~~listing~~value ~~standards~~$0.0001 Asper ~~previously~~share ~~disclosed,~~ (the ~~Company~~“Common ~~has~~Stock”), ~~not~~from ~~been compliant with the requirements under~~ Nasdaq. ~~Listing~~The ~~Rule~~Company ~~5550(b)(1)~~intends to ~~maintain~~file a ~~minimum~~Form of25 ~~$2.5 million~~with inthe ~~stockholders’~~Securities ~~equity~~and ~~for~~Exchange ~~continued~~Commission ~~listing~~ on ~~the~~or ~~Nasdaq~~about ~~Capital~~March 17, ~~Market.~~2025, ~~The~~to ~~Notice~~delist ~~indicated that trading in~~ the ~~Company’s~~Common ~~shares~~Stock. ofTrading ~~common~~in ~~stock (~~the “Common Stock”) on Nasdaq ~~will~~has bebeen suspended ~~effective~~since ~~at the open of trading on Wednesday,~~ December 18, 2024.

~~Upon~~Item ~~suspension~~7.01 ofRegulation ~~the~~FD ~~trading of its Common Stock on Nasdaq, the Company expects that its Common Stock will be quoted under its existing symbol “VCNX” on the OTC Markets Group~~Disclosure.

~~Item 8~~On March 7, 2025, the Company issued a press release announcing its intention to voluntarily delist the Common Stock from Nasdaq.01 ~~Other~~A ~~Events~~copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

On December 17, 2024, the Company issued a press release announcing, among other things, the Panel’s delisting determination. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

Forward-Looking Statements

Except for the factual statements made herein, information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “may,” “intends,” “plans,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company’s Common Stock will be quoted on the OTC Markets Group. The risks included are not exhaustive; for a more detailed description of these uncertainties and other factors, see the other risk factors set forth from time to time in the Company’s filings with the Securities and Exchange Commission, copies of which are available for free at www.sec.gov or upon request from the Company’s Investor Relations Department. All information provided in this Form 8-K is as of the date hereof and the Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Item 9.01

Financial Statements and Exhibits.

The following exhibits are ~~filed~~furnished herewith:

Exhibit Number		Exhibit Description
ExhibitNumber		Exhibit Description
99.1		Press ~~Release~~release, dated ~~December~~March 177, ~~2024~~2025
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: December 17, 2024	By:	/s/ Jill Sanchez
Date: March 7, 2025	By:	/s/ Maurice Zauderer
		Jill Sanchez
		Maurice Zauderer
		Chief Financial Officer
		Chief Executive Officer

Filing Compare · VACCINEX, INC.