As filed with Securities and Exchange Commission on April 30, 2024
Registration No. 333-273822
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT NO. 333-273822
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 Number)
505 Odyssey Way
Merritt Island, Florida 32953
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mei Mei Hu
Chief Executive Officer
Vaxxinity, Inc.
500 Odyssey Way
Merritt Island, Florida 32953
(254) 244-5739
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Courtney M.W. Tygesson
Amanda Weiss
110 N. Wacker Dr.
Suite 4200
Chicago, Illinois 60606
(312) 881-6500
Sumita Ray, J.D.
Chief Legal, Compliance & Administrative Officer
Vaxxinity, Inc.
500 Odyssey Way
Merritt Island, Florida 32953
(254) 244-5739
Approximate date of commencement of proposed sale to the public:
this post-effective amendment to remove from registration any securities registered hereunder that remain unsold.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box:
☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box:
☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering.
☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto
that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check
the following box.
☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box.
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
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 7(a)(2)(B) of the Securities Act.
☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “
Post-Effective Amendment
”), relates to the Registration Statement
on
Registration Statement
”), filed by Vaxxinity , Inc., a Delaware corporation
(the “
Company
”), on August 9, 2023, with the Securities and Exchange Commission (the “
SEC
”) to register the sale
from time to time of up to $300,000,000 in total of the following securities: (i) the Company’s Class A common stock,
par value $0.0001 per share (the “
Class A Common Stock
”); (ii) the Company’s preferred stock, par value $0.0001
per share; (iii) debt securities; (iv) warrants to purchase the Company’s debt or equity securities or securities of third
parties or other rights; (v) subscription rights to purchase our securities; and (vi) units consisting of one or more
warrants, debt securities, shares of preferred stock, shares of Class A Common Stock or any combination of such
securities (collectively, the “
Registered Securities
”). The Registration Statement was declared effective on August 18,
2023.
On April 19, 2024, the Company announced its intention to voluntarily delist its Class A Common Stock from
the Nasdaq Stock Market LLC (“
Nasdaq
”) and to deregister its Class A Common Stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the “
Exchange Act
”). On April 29, 2024, the Company filed a Form
25 with the SEC to remove its Class A Common Stock from listing and registration on Nasdaq. Following the
effectiveness of the Form 25, the Company intends to file a Form 15 with the SEC to suspend its reporting obligations
under the Exchange Act.
In connection with the Company’s voluntary decision to delist and deregister its Class A Common Stock, by filing
this Post-Effective Amendment, the Company has terminated the offerings of the Registered Securities pursuant to
the Registration Statement. Accordingly, the Company hereby terminates the effectiveness of the Registration
Statement and, in accordance with an undertaking made by the Company in Part II of the Registration Statement to
remove from registration, by means of post-effective amendment, removes from registration any and all of the
Registered Securities that remain unsold under the Registration Statement as of the date hereof. The Registration
Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Merritt Island, State of Florida, on April 30, 2024.
VAXXINITY, INC.
By:
/s/ Mei Mei Hu
Mei Mei Hu
Chief Executive Officer
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities
Act of 1933, as amended.