AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934.
of Report: July 22, 2020
of earliest event reported)
name of registrant as specified in its charter)
or other jurisdiction
Eisenhower Boulevard, Suite 125
of principal executive offices)
telephone number, including area code)
Name or Former Address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
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).
growth company [ ]
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. [ ]
7.01 Regulation FD Disclosure.
Company issued a press release on July 22, 2020 (the “Press Release”) regarding a pre-clinical study which indicated
the Company’s approach to its COVID-19 vaccine was producing neutralizing antibodies. A copy of the Press Release is attached
hereto as Exhibit 99.1.
filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the
materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
information contained in the Press Release is intended to be considered in the context of the Company’s Securities and Exchange
Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise,
from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this
report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through
the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed”
under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended,
or the Exchange Act.
8.01. OTHER EVENTS.
Company’s Press Release announced that the National Institutes of Health (the “NIH”) created stabilized pre-fusion
spike protein (CoV-2 S-2P) licensed by the Company has generated neutralizing antibodies in mice during immunization against SARS-CoV-2,
the virus that causes COVID-19. The NIH’s preclinical study shows that this spike protein, adjuvanted with the TLR-4-agonist
Sigma Adjuvant System (a TLR-4 agonists that induces T cell activation), generates neutralizing antibody titers in both a pseudovirus
neutralization assay and a plaque reduction neutralization titer (PRNT) assay. In addition, this immunization produced a balanced
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 22nd day of July, 2020.