Vaxxinity Inc.
04/30/2024 | Press release | Distributed by Public on 04/30/2024 14:36
Post-effective Amendment to Registration Statement for Employee Benefit Plan - Form S-8 POS
vaxxs8pos
As filed with the Securities and Exchange Commission on April 30, 2024
Registration No. 333-271486
Registration No. 333-261061
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No.333-271486
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No.333-261061
UNDER
THE SECURITIES ACT OF 1933
VAXXINITY,INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
86-2083865
(
State or other jurisdiction of
Incorporation or organization)
(I.R.S. Employer
Identification No.)
505 Odyssey Way
Merritt Island, Florida 32953
(Address of Principal Executive Offices)
Vaxxinity,Inc. 2021 Stock Option and Grant Plan
Vaxxinity,Inc. 2021 Omnibus Incentive Compensation Plan
Vaxxinity,Inc. 2021 Employee Stock Purchase Plan
Non-Qualified Stock Option AwardAgreements for Mei Mei Hu
Non-Qualified Stock Option AwardAgreement for Lou Reese
(Full title of the plans)
Mei Mei Hu
Chief Executive Officer
Vaxxinity,Inc.
500 Odyssey Way
Merritt Island, Florida 32953
(254) 244-5739
(Name, address and telephone number, including areacode, of agent for service)
Copies to:
Courtney M.W.Tygesson
Amanda Weiss
110 N. WackerDr.
Suite 4200
Sumita Ray, J.D.
Chief Legal, Compliance & Administrative Officer
Vaxxinity,Inc.
500 Odyssey Way
Chicago, Illinois 60606
(312)881-6500
Merritt Island, Florida 32953
(254)244-5739
Indicate by checkmark whether theregistrant is alarge acceleratedfiler, anaccelerated filer,a non-accelerated
filer, asmaller reportingcompany oran emerginggrowth company.See the definitionsof "largeaccelerated filer,"
"accelerated filer,""smaller reportingcompany,"and"emerginggrowth company"in Rule 12b-2 ofthe Exchange
Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☒
If anemerginggrowthcompany,indicatebycheckmark iftheregistranthas electednottousetheextended
transitionperiodforcomplyingwithanyneworrevisedfinancialaccountingstandardsprovidedpursuantto
Section 7(a)(2)(B) of the Securities Act.
☐
DEREGISTRATION OFSECURITIES
Vaxxinity,Inc., a Delawarecorporation (the "
Company
"), is filingthese post-effective amendments (these "
Post-
EffectiveAmendments
")to thefollowingRegistrationStatementson FormS-8(each,a "
RegistrationStatement
"
and collectively, the "
Registration Statements
"), whichhave been previouslyfiled bythe Company withthe Securities
and ExchangeCommission (the"
SEC
"), to deregisterany andall shares ofthe Company'sClass A commonstock,
par value $0.0001 per share ("
Class
A
Common Stock
"), registered but unsold or otherwise unissued under each such
Registration Statement as of the date hereof:
●
Registration Statement on
(File No. 333-271486), filed with the SEC on April 28, 2023, as
amended by that certain
, filed with the SEC on May 5, 2023, registering
3,186,306 shares of Class
A
Common Stock issuable under the Vaxxinity,Inc. Omnibus Incentive
Compensation Plan (the "
2021 Omnibus Incentive Plan
"); and
●
Registration Statement on
(File No. 333-261061),filed with the SEC on November 15, 2021, as
amended by that certain
, filed with the SEC on April 28, 2023,
registering 14,351,892 shares of Class
A
Common Stock issuable under the Vaxxinity,Inc. 2021 Stock
Option and Grant Plan, 8,700,000 shares of Class
A
Common Stock issuable under the 2021 Omnibus
Incentive Plan, 2,300, 000 shares of Class
A
Common Stock issuable under the Vaxxinity,Inc. 2021
Employee Stock Purchase Plan,3,370,621 shares of Class
A
Common Stock issuable under the Vaxxinity,
Inc. Non-Qualified Stock Option AwardAgreements for Mei Mei Hu, and 2,991,835 shares of Class
A
Common Stock issuable under the Vaxxinity,Inc. Non-Qualified Stock Option AwardAgreements for Lou
Reese.
On April19, 2024,the Company announcedits intentionto voluntarilydelist itsClass ACommon Stockfrom
the NasdaqStock MarketLLC ("
Nasdaq
") andto deregisterits ClassA CommonStock underSection 12(b)of the
Securities Exchange Actof 1934, as amended(the "
Exchange Act
"). On April 29,2024, the Companyfiled a Form
25withtheSECtoremoveitsClassACommonStockfromlistingandregistrationonNasdaq.Followingthe
effectiveness of the Form 25, the Company intendsto file a Form 15 withthe SEC to suspend its reporting obligations
under the Exchange Act.
In connection withthe Company's voluntary decision todelistand deregister itsClass A CommonStock,by filing
these Post-Effective Amendments, theCompany has terminated any andall offerings of itssecurities pursuant to the
RegistrationStatements.Accordingly,theCompanyherebyterminatestheeffectivenessofeachRegistration
Statement and, in accordance withan undertaking made by theCompany in Part II of eachRegistration Statement to
remove from registration, by means ofpost-effective amendment, removes fromregistration any and all securities of
the Company registered for issuance but remain unsold or otherwise unissued under the Registration Statements as of
the date hereof.
SIGNATURES
PursuanttotherequirementsoftheSecuritiesActof1933,asamended,theCompanycertifiesthatithas
reasonable grounds tobelieve thatit meets allof the requirementsfor filing onForm S-8 andhas duly causedthese
Post-Effective Amendmentsto besigned on itsbehalf bythe undersigned,thereunto dulyauthorized, inthe City of
Merritt Island, State of Florida,on April 30, 2024.
VAXXINITY,INC.
By:
/s/ Mei Mei Hu
Mei Mei Hu
Chief Executive Officer
NootherpersonisrequiredtosignthesePost-EffectiveAmendmentsinrelianceuponRule 478underthe
Securities Act of 1933, as amended.