Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 19, 2024, Vaxxinity,
Inc. (the “Company” or “Vaxxinity”
)
delivered formal notice to The Nasdaq
Stock Market LLC of
its intention
to voluntarily
delist its
Class A
Common Stock,
par value
$0.0001 per
share (the
“Common Stock”),
from the
Nasdaq
Global Market ( “Nasdaq”) and deregister
the Common Stock under Section 12(b)
and Section 12(g) of Securities and
Exchange Act of
1934, as amended (the “Exchange Act”), and suspend its reporting obligations under Section 15(d) of the Exchange Act.
The
Company
intends
to
file
a
Notification
of
Removal
from
Listing
and/or
Registration
on
Form
25
with
the
Securities
and
Exchange Commission (the
“SEC”) on or
about April 29,
2024 to effect
the voluntary withdrawal
of the listing
of its securities
from
Nasdaq and the
deregistration of its
securities under Section
12(b) of the
Exchange Act. The
Company anticipates that
the delisting from
Nasdaq
and
deregistration
under
Section
12(b)
of
its
securities
will
become
effective
on
or
about
May
9,
2024.
Following
the
effectiveness of the Form 25, the Company
intends to file with the SEC
a Form 15 to deregister the
Company’s securities under Section
12(g) of the Exchange Act, thereby suspending its reporting obligations under the Exchange Act.
On April
19, 2024,
the Company
issued a
press release
announcing its
intention to
voluntarily delist
and deregister
its Common
Stock. The foregoing description of the press release
is qualified in its entirety by the full
text of the press release furnished as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
Exhibit
No.
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
Forward-Looking Statements
The information contained herein includes forward-looking
statements, as defined in the
Private Securities Litigation Reform Act
of 1995. The use
of certain words, including
“believe,” “may,”
“continue,” “intend,” “will,” “anticipate,”
and similar expressions, are
intended to identify
forward-looking statements. Forward-looking
statements include statements,
other than statements
of historical fact,
regarding,
among
other
things,
statements regarding
the
Company’s
plans
and
its
ability
to
successfully delist
from
Nasdaq
and
to
deregister the Common Stock. These forward-looking statements involve substantial risks and uncertainties.
Various
important factors
could cause actual results or events
to differ materially from those that
may be expressed or implied by
our forward-looking statements,
including, but not limited
to, the timing of
the effectiveness of the
Company’s delisting and
ability and timing of
deregistration of the
Common Stock, the Company’s ability to continue as
a going concern and those other
factors described in the “Risk
Factors” section of
Vaxxinity’s
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2023,
filed
with
the
U.S.
Securities
and
Exchange
Commission
on
March
27,
2024.
The
forward-looking
statements
are
made
as
of
this
date
and
Vaxxinity
does
not
undertake
any
obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
required by law.