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):

February 9, 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

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 February 9, 2024, Vaxxinity,

Inc. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq

Stock Market LLC indicating that the Company was no longer in compliance with Listing Rule 5450(a)(1) (the “Minimum Bid Price

Requirement”) with respect to its Class A Common Stock, which requires the Company to maintain a minimum bid price of $1.00 per

share for continued listing on The Nasdaq Global Market (the “Notice”). The Company has until August 7, 2024, which is 180

calendar days from the date of the Notice (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement.

The Company can regain compliance if the closing bid price of the Class A Common Stock closes at least $1.00 per share for

minimum of ten consecutive business days.

The Notice has no immediate effect on the listing of the Company’s Class A Common Stock on The Nasdaq Global Market, which

will remain listed on The Nasdaq Global Market during the Compliance Period, subject to the Company’s compliance with other

continued listing requirements.

The Company intends to actively monitor the bid price of its Class A Common Stock and will consider available

options to regain

compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain

compliance with the Minimum Bid Price Requirement or remain in compliance with other continued listing requirements.

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: February 14, 2024

VAXXINITY,

INC.

By:

/s/ Mei Mei Hu

Name:

Mei Mei Hu

Title:

Chief Executive Officer

Vaxxinity, Inc. 8-K