Vaxxinity Inc.
04/19/2024 | Press release | Distributed by Public on 04/19/2024 14:07
Failure to Satisfy Listing Rule - Form 8-K
Vaxxinity Announces Intention to VoluntarilyDelist and Deregister its Class A Common Stock
CAPE CANAVERAL,Fla., April 19, 2024 - Vaxxinity,Inc. ("Vaxxinity", "we", "us" or the "Company") (Nasdaq:
VAXX), a U.S.company pioneering the developmentof a newclass of medicines,today announced its intentionto
voluntarilydelistfromtheNasdaqGlobalMarket("Nasdaq")andtoderegisteritsClassAcommonstockunder
Section12(b)andSection12(g)oftheSecuritiesExchangeActof1934,asamended(the"ExchangeAct"),and
suspend its reporting obligations under Section 15(d) of the Exchange Act.
On February 9,2024, the Companyreceived a noticefrom the ListingQualifications Department ofthe NasdaqStock
Market LLC indicating thatthe Company was nolonger in compliance with ListingRule 5450(a)(1) with respect to
itsClassAcommonstock,whichrequires theCompany tomaintainaminimumbidpriceof$1.00persharefor
continued listing on Nasdaq, and providing untilAugust 7, 2024 to regain compliance. Indetermining to voluntarily
delist and deregister itsClass A common stock,the Company considered thatthe current low tradingvalue, and the
resulting low tradingvolume, limits theliquidity of theCompany's Class A common stockand affectsthe Company's
abilitytoraisecapitalfromthepublicmarkets,attractinterestfrominstitutionalinvestorsormarketanalystsor
otherwise realize thetraditional benefits ofbeing a publiclytraded company.Despite the lackof these benefits,the
Company incurs all of thesignificant annual expenses andindirect costs associated withbeing a public company. The
Companybelievesthereductionintimeandresourcesspentbymanagementandemployeestocomplywiththe
requirementsapplicabletoSecuritiesandExchangeCommission("SEC")reportingcompanieswillenablethe
Company to re-invest resources inresearch and development endeavors, focusmore on its goal ofpioneering a new
class ofmedicines aimedat disruptingthe existingtreatment paradigmfor chronicdisease, andwork torealize the
Company's long-term objectives, without the distraction of stock price movement.
On April19, 2024,the Companynotified Nasdaqof itsintent tovoluntarily delistits ClassA commonstock from
Nasdaq.TheCompanycurrentlyanticipates thatitwillfilewiththeSECaForm25relatingtothedelistingand
deregistrationofitsClassAcommonstockonoraboutApril29,2024,andanticipatesthatthedelistingand
deregistration under Section 12(b) of its Class A common stock will then become effective on or about May 9, 2024.
Following thedelisting, anytrading inthe Company's ClassA commonstock wouldonly occurin privatelynegotiated
sales and potentiallyon an over-the-countermarket. The Companyexpects thatits ClassA common stockwill initially
be quoted ona market operatedby OTC MarketsGroup Inc. (the"OTC") so thata trading marketmay continue to
exist for itsClass Acommon stockfor someperiod oftime. Thereis noguarantee, however, thata brokerwill continue
to makea marketin theClass Acommon stockand thattrading ofthe ClassA commonstock willcontinue onan
OTC market or otherwise.
Following the delisting ofits Class Acommon stock from Nasdaq,the Company plansto file withthe SEC aForm
15toderegisteritsClassAcommonstockunderSection12(g)oftheExchangeActandsuspenditsreporting
obligations under Section 15(d) of the Exchange Act.
About Vaxxinity,Inc.
Vaxxinity,Inc. is a purpose-driven biotechnology company committed to democratizing healthcare across the globe.
Thecompanyispioneeringanewclassofsynthetic,peptide-basedactiveimmunotherapymedicinesaimedat
disruptingthe existingtreatment paradigmforchronic disease,increasingly dominatedbymonoclonal antibodies,
which suffer from prohibitive costs and cumbersomeadministration. The company's proprietary technology platform
has enabled the innovation of novelpipeline candidates designed to bring theefficiency of vaccines to thetreatment
of chronic diseases, including Alzheimer's, Parkinson's, migraine, and hypercholesterolemia. The technology isalso
implemented as partof a COVID-19vaccine program. Vaxxinityhas optimized itspipeline to achievea potentially
historic, global impact on human health. For more information about Vaxxinity, Inc., visit http://www.vaxxinity.com
and follow us on social media @vaxxinity.
Forward-Looking Statements
Certain statements regarding Vaxxinity in this release may constitute forward-looking statements within the meaning
ofthePrivateSecuritiesLitigationReformActof1995.Theuseofcertainwords,including"believe,""may,"
"continue,""intend,""will,""anticipate,"andsimilarexpressions,areintendedtoidentifyforward-looking
statements. Forward-looking statements include statements,other than statements of historicalfact, regarding, among
otherthings,statementsregardingtheCompany'splansanditsabilitytosuccessfullydelistfromNasdaqandto
deregister its Class A common stock as well as the anticipated benefits thereof, and the potential for a trading market
intheCompany'sClassAcommonstockfollowingthedelisting.Theseforward-lookingstatementsinvolve
substantial risks and uncertainties. Variousimportant factors could cause actualresults or events to differmaterially
from thosethat maybe expressedor impliedby ourforward-looking statements,including, butnot limitedto, the
timing an effectivenessof the Company'sdelisting and abilityand timing ofderegistration of theClass A common
stock, the Company'sability to continueas a goingconcern and thoseother factors describedin the "RiskFactors"
sectionofVaxxinity'sAnnualReportonForm10-KfortheyearendedDecember31,2023filedwiththeU.S.
Securities and ExchangeCommission on March27, 2024.The forward-looking statementsare made asof this date
and Vaxxinity does not undertake anyobligation to updateany forward-looking statements,whether as aresult of new
information, future events or otherwise, except as required by law.
Investor Contact
Mark Joinnides
Press Contact
Ali Nagy / McKenna Miller