UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 12, 2023, Vaccinex, Inc. (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) pursuant to which the Company agreed to issue and sell 7,908,516 shares of common stock of the Company (the “Shares”) at a purchase price of $0.37428 per Share for aggregate gross proceeds of approximately $2.96 million. The closing of the sale of Shares (the “Private Placement”) occurred on May 15, 2023. The Company intends to use the net proceeds from the Private Placement to fund the ongoing development and clinical trials of its lead drug candidate, pepinemab, in cancer and neurodegenerative disease and for working capital and general corporate purposes.
One of the investors in the Private Placement, FCMI Parent Co., is controlled by Albert D. Friedberg, chairman of the Board of Directors of the Company. The Company granted certain registration rights to the investors in the Private Placement other than FCMI Parent Co. with respect to the Shares purchased by those investors.
The sale of the Shares was not registered under the Securities Act of 1933, as amended (the “1933 Act”), and the Shares were issued and sold in a private placement pursuant to Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission under the 1933 Act. Each of the Investors represented that it is an “accredited investor” within the meaning of Rule 501 of Regulation D, was acquiring the Shares for its own account, and had no arrangement or understanding with any other persons to distribute or regarding the distribution of such Shares. The Shares were offered and sold without any general solicitation by the Company or its representatives.
The foregoing summary of the Stock Purchase Agreement is subject to and qualified in its entirety by the terms of the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| 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. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or a solicitation of an offer to buy shares of Common Stock or any other securities of the Company.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed herewith:
| Exhibit Number |
Exhibit Description | |
| 10.1 | Stock Purchase Agreement, by and between the Company and the Investors (as defined therein), dated as of May 12, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Vaccinex, Inc. | ||||||
| Date: May 15, 2023 | By: | /s/ Scott E. Royer | ||||
| Scott E. Royer | ||||||
| Chief Financial Officer | ||||||