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):

April 19, 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 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

file

Notification

Removal

from

Listing

and/or

Registration

Form

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)

its

securities

will

become

effective

about

May

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

Press Release, dated April 19, 2024.

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

successfully delist

from

Nasdaq

and

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

Form

10-K

for

the

year

ended

December

31,

2023,

filed

with

the

U.S.

Securities

and

Exchange

Commission

March

27,

2024.

The

forward-looking

statements

are

made

this

date

and

Vaxxinity

does

not

undertake

any

obligation

update

any

forward-looking

statements, whether

result of

new

information, future

events

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

Vaxxinity, Inc. 8-K