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6-K 1 tm258932d5_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2025

 

Commission File Number: 001-39950

 

 

 

Evaxion Biotech A/S

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Dr. Neergaards Vej 5f

DK-2970 Hoersholm

Denmark

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x       Form 40-F ¨

 

 

 

 


 

INCORPORATION BY REFERENCE

 

This report on Form 6-K shall be deemed to be incorporated by reference in Evaxion Biotech A/S’s (the “Company”) registration statements on Form S-8 (File No. 333-255064), on Form F-3 (File No. 333-265132), on Form F-1, as amended (File No. 333-266050), Form F-1 (File No. 333-276505), Form F-1 (File No. 333-279153), Form F-1 (File No. 333-283304), and Form F-3 (File No. 333- 285778), including any prospectuses forming a part of such registration statements and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

As previously disclosed, (i) on October 3, 2022, the Company entered into a Capital on DemandTM Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“Jones”), pursuant to which the Company may sell from time to time, at its option, American Depositary Shares (“ADSs”), each representing fifty (50) ordinary share, DKK 0.25 nominal value per share, of the Company (the “Ordinary Shares”), through or to Jones, as sales agent or principal, and (ii) the Company filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) on October 3, 2022 relating to the offer and sale of up to $14,439,000 of ADSs pursuant to the Sales Agreement (the “Prior ATM Program”).

 

On March 26, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) to the Company’s registration statement on Form F-3 (File No. 333-285778) for the issuance and sale, if any, of up to an additional $4,480,000 of ADSs pursuant to the Sales Agreement. The Company will not make further sales under the Prior ATM Program.

 

The Company is not obligated to make any sales of ADSs under the Sales Agreement, and the Company cannot provide any assurances that it will issue any ADSs pursuant to the Sales Agreement. The offering of ADSs pursuant to the Sales Agreement will terminate as permitted therein. The Company is obligated to pay Jones an aggregate sales agent commission equal to 3.0% of the gross sales price for ADSs sold under the Sales Agreement. The Company has also provided Jones with customary indemnification rights and expense reimbursements.

 

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 4.7 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 26, 2024.

 

The opinion of Mazanti-Andersen Advokatpartnerselskab, Copenhagen, Denmark. relating to the validity of the Ordinary Shares represented by the ADSs being offered pursuant to the Prospectus Supplement is filed as Exhibit 5.1 to this Report on Form 6-K. This Report on Form 6-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 sale of these securities in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

 


 

Exhibits

 

Exhibit    
No.   Description
5.1   Opinion of Mazanti-Andersen Advokatpartnerselskab
23.1   Consent of Mazanti-Andersen Advokatpartnerselskab (included Exhibit 5.1)

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Evaxion Biotech A/S
   
Date: March 26, 2025 By: /s/ Christian Kanstrup
    Christian Kanstrup
    Chief Executive Officer

 

 

EX-5.1 2 tm258932d5_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

Mazanti-Andersen
Advokatpartnerselskab
VAT: DK35892052

Amaliegade 10
DK-1256 København K
+45 3314 3536

 

  www.mazanti.dk Klosterbakken 12
DK-5000 Odense C
+45 6314 1414

 

Evaxion Biotech A/S
Dr Neergaards Vej 5F
DK-2970 Hørsholm
Denmark

 
   

26.3.2025
Ref. 70451/LLJ
ID 3159

Re. Evaxion Biotech A/S – Form F-3 (registration File No. 333- 285778) as supplemented by Prospectus Supplement dated 26 March 2025 (“Prospectus Supplement”)
   

Lars Lüthjohan
Attorney-at-law
D: +45 3319 3749
M: +45 4028 3536
llj@mazanti.dk

1. INTRODUCTION
     
    I act as Danish legal adviser to Evaxion Biotech A/S (the “Company” “you” and “yours”), in connection with the Registration Statement on Form F-3 (File No. 333- 285778) (the “Registration Statement”), as supplemented by the Prospectus Supplement filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 26, 2025 for purposes of registering under the Securities Act of 1933 (the “Securities Act”) the offer and sale of the Company’s ordinary shares, DKK 0.25 nominal value, represented by American Depositary Shares (“ADSs”), with each ADS representing fifty (50) ordinary shares, having an aggregate gross sales price of up to $4,480,000 (the “Placement Shares”), pursuant to the terms of the Capital on DemandTM Sales Agreement dated October 3, 2022 between the Company on the one side and on the other side JonesTrading Institutional Services LLC.
     
  1.1 This opinion is being rendered in connection with the filing of the Prospectus Supplement with the Commission. Certain terms used in this opinion are defined in Annex 1 (Definitions).
     
  2. DANISH LAW
     
  2.1 This opinion is limited to Danish law in effect on the date of this opinion and we express no opinion with regard to the laws of any other jurisdiction. The opinion (including all terms used in it) is in all respects to be construed in accordance with Danish law. This opinion does not include an assessment or opinion as to whether the Placement Shares have been subscribed at market price in accordance with the Danish Companies Act.

 

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  3. SCOPE OF INQUIRY
     
  3.1 For the purpose of this opinion, I have examined, and relied upon the accuracy of the factual statements and compliance with the undertakings in, the following documents:
     
  3.1.1 A copy of the Registration Statement, in the form filed and to be filed with the Commission, and the exhibits filed or to be filed in connection therewith, and a copy of the Prospectus Supplement.
     
  3.1.2 A copy of:
     
    (a) the Company’s deed of incorporation and articles of association as in effect on today’s date;
       
    (b) a compiled summary from the Danish Business Authority dated as of today’s date; and
       
    (c) the Owners’ Register.
     
  3.2 A copy of:
     
    (a) the Capital on DemandTM Sales Agreement.
     
  3.3 In addition, I have examined such documents, and performed such other investigations, as I consider necessary for the purpose of this opinion. My examination has been limited to the text of the documents. With your consent I have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.
     
  4. OPINION
     
  4.1 Based on the documents and investigations referred to in paragraph 3, I am of the following opinion:
     
    Upon

 

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  1. The Board of Directors of the Company having finally approved the issuance of the Placement Shares against subscription and full payment therefor in the circumstances contemplated by the Capital on DemandTM Sales Agreement,
       
  2. registration of the Board of Directors’ resolutions to issue Placement Shares and increase the share capital with the Danish Business Authority, and
       
    3. the due entry into the Owners’ Register of the Placement Shares by the Company’s share registrar,
       
    the Placement Shares will have been validly issued and will be fully paid and nonassessable. Nonassessable shall in this context mean, in relation to a share, that the issuer of the share has no right to require the holder of the share to pay to the issuer any amount (in addition to the amount required for the share to be fully paid) solely as a result of his shareholding.
     
  5. RELIANCE
     
  5.1 This opinion is for your benefit in connection with the Registration Statement and the Prospectus Supplement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. It may not be supplied, and its contents or existence may not be disclosed, to any person other than as an exhibit to the Registration Statement and may not be relied upon for any purpose other than the Registration.
     
  5.2 Any and all liability and other matters relating to this opinion shall be governed exclusively by Danish law and the Danish courts shall have exclusive jurisdiction to settle any dispute relating to this opinion.
     
  5.3 The Company may:
     
    (a) file this opinion as an exhibit to the Registration Statement; and
     
    (b) refer to Mazanti-Andersen Law Firm giving this opinion under the heading “Legal Matters” in the Registration Statement.

 

 

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5.4 The previous sentence is no admittance from me (or Mazanti-Andersen Law Firm) that I am (or Mazanti-Andersen Law Firm is) in the category of persons whose consent for the filing and reference in that paragraph is required under Section 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.

 

  Yours sincerely,
   
  /s/ Lars Lüthjohan  
  Lars Lüthjohan

 

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Annex 1 – Definitions

 

In this opinion:

 

“Danish law” means the law directly applicable in Denmark.

 

“Company” means Evaxion Biotech A/S, with corporate seat in Hørsholm, Denmark.

 

“Owners’ Register” means the Company’s owners’ register.

 

“Registration” means the registration of the Placement Shares with the SEC under the Securities Act.

 

“Registration Statement” means the registration statement on Form F--3 (Registration No. 333- 285778) in relation to the Registration filed with the SEC on March 13, 2025, and declared effective by the SEC on March 24, 2025, as amended and supplemented to the date hereof.

 

“SEC” means the U.S. Securities and Exchange Commission.

 

“Securities Act” means the U.S. Securities Act of 1933, as amended.

 

“The Capital on DemandTM Sales Agreement” means the the Capital on DemandTM Sales Agreement dated October 3, 2022 between the Company on the one side and on the other side JonesTrading Institutional Services LLC.

 

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