Attached files

file filename
EX-5.1 - EX-5.1 - VACCINEX, INC.d947169dex51.htm

 

 

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): September 9, 2020

 

 

Vaccinex, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38624   16-1603202

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   VCNX   Nasdaq Capital 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 8.01

Other Events.

On September 9, 2020, Vaccinex, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) under which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $113,000,000 (the “Shares”) through Jefferies LLC (“Jefferies”) as sales agent pursuant to the Company’s Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies dated March 27, 2020. A copy of the opinion of Hogan Lovells US LLP relating to the validity of the Shares is attached as Exhibit 5.1 hereto. No amendment to the Sale Agreement was made in connection with the filing of the Prospectus Supplement. The Prospectus Supplement supersedes, and the Company has ceased the use of and the offering of Shares under the Company’s prior prospectus supplement dated August 14, 2020. Since March 31, 2020, the Company has sold 2,553,529 shares of common stock for net proceeds of $10.0 million under the Sale Agreement.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Item 9.01

Financial Statements and Exhibits.

The following exhibits are filed herewith:

 

Exhibit

Number

  

Exhibit Description

  5.1    Opinion of Hogan Lovells US LLP.
23.1    Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

 

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: September 9, 2020     By:  

/s/ Scott E. Royer

      Scott E. Royer
      Chief Financial Officer