SEC Form SC 13D/A filed by Vaccinex Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 8)

Under the Securities Exchange Act of 1934

VACCINEX, INC.

(Name of Issuer)

Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

918640 202

(CUSIP Number)

Thomas J. Rice

Baker & McKenzie LLP

452 Fifth Avenue

New York NY 10018

(212) 626-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 3, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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The Statement on Schedule 13D filed on August 24, 2018 (the “Statement”) by FCMI Parent Co. (“FCMI Parent”), FCMI Financial Corporation (“FCMI”), Pan Atlantic Bank and Trust Limited, Friedberg Global-Macro Hedge Fund Ltd. (“G-M Fund”), Friedberg Mercantile Group, Ltd. (“FMG”) and Albert D. Friedberg (collectively, the “Filing Persons” and each, individually, a “Filing Person”), relating to the common stock, par value $0.0001 per share (the “Common Stock”) of Vaccinex, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 to the Statement filed July 31, 2019, Amendment No. 2 to the Statement filed January 27, 2020, Amendment No. 3 to the Statement filed July 16, 2020, Amendment No. 4 to the Statement filed February 14, 2022, Amendment No. 5 to the Statement filed November 29, 2022, Amendment No. 6 to the Statement filed April 5, 2023 and Amendment No. 7 filed May 25, 2023, is hereby further amended with respect to the matters set forth below in this Amendment. Capitalized terms not otherwise defined herein have the meanings set forth in the Statement.

Preliminary Note: All Common Stock share amounts and percentage interests in this Schedule 13D (Amendment No. 8) give effect to the 1-for-15 reverse stock split effected by the Issuer on September 25, 2023 (the “Reverse Split”).

Item 3 of the Statement is hereby amended by the addition of the following information:

On October 3, 2023, FCMI Parent purchased 3,000,000 shares of Common Stock of the Issuer and warrants exercisable for the purchase of 3,000,000 shares of Common Stock (the “Warrants”) of the Issuer at a purchase price of $1.00 per share and accompanying Warrant pursuant to the Issuer’s registration statement on Form S-1 (File No. 333-274520) (the “Registered Offering”). The Warrants are immediately exercisable except to the extent set forth in Item 5 below, at an exercise price of $1.00 per share and expire on October 3, 2028. The aggregate amount paid by FCMI Parent for the shares of Common Stock and Warrants it acquired in the Registered Offering was approximately $3,000,000.00. FCMI Parent used working capital in connection with this transaction.

Item 4 of the Statement is hereby amended by the addition of the following information:

FCMI Parent purchased 3,000,000 shares of Common Stock from the Issuer and 3,000,000 Warrants in the Registered Offering at a combined purchase price of $1.00 per share and accompanying Warrant, for an aggregate purchase price of $3,000,000. In the prospectus to the registration statement on Form S-1 (File No. 333-274520), the Issuer states that it intends to use the net proceeds from the sale of the Common Stock and Warrants to fund the ongoing development and clinical trials of its lead drug candidate, pepinemab, in cancer and neurodegenerative disease, and for working capital and other general corporate purposes. FCMI Parent acquired the Common Stock and Warrants reported herein for investment and to support the Issuer’s research and development activities.

The Filing Persons do not have any present intention or arrangements to acquire additional shares of Common Stock. The Filing Persons do not have any present intention to sell any Common Stock that will be included in such Registration Statement, and note that their ability to effect dispositions of Common Stock, other than pursuant to the Registration Statement, or prior shelf registration statements filed by the Company, may be limited by their status as “affiliates” of the Issuer.

Subject to the foregoing, the Filing Persons reserve the right to take, in the future, such actions with respect to their investment in the Issuer as they deem appropriate. Except as described herein, the Filing Persons do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Filing Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

See the Preliminary Note in Item 1 of this Schedule 13D (Amendment No. 8).

The table in Item 5 of the Statement showing beneficial ownership of the Issuer’s Common Stock by each of the Filing Persons, together with the introductory paragraph to such table and the paragraph immediately following such table, as well as the information regarding ownership of the Issuer’s Common Stock by the directors and officers of the Filing Persons, are hereby amended and restated in their entirety as follows:

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On the date of this Schedule 13D (Amendment No. 8), the Filing Persons are the beneficial owners of a total of 5,013,734 shares of the Issuer’s Common Stock, representing 40.1% of the Issuer’s outstanding Common Stock. Each Filing Person’s direct ownership and beneficial ownership has been computed as a percentage of 12,494,275 shares outstanding or deemed outstanding as of October 3, 2023 plus any shares that may be acquired pursuant to presently exercisable warrants. The following table shows the number of shares of Common Stock and the percentage of the Issuer’s Common Stock directly owned and beneficially owned by each Filing Person:

All shares reported as beneficially owned by the Filing Persons are presently outstanding. Mr. Friedberg, directly and through his control over FCMI Parent shares held by members of his family and trusts for the benefit of members of his family, may be considered the beneficial owner of all of the Common Stock beneficially owned by FCMI Parent. By virtue of his control of FCMI Parent, Mr. Friedberg also may be deemed to possess voting and dispositive power over the shares owned directly by its wholly-owned subsidiary, PAHL. By virtue of his control of FMG, which exercises voting and dispositive power over the shares owned directly by G-M Fund, Mr. Friedberg also may be deemed to possess voting and dispositive power over the shares owned directly by G-M Fund.

As of October 3, 2023, Enrique Zauderer, Vice President and a Director of FMG and Mr. Daniel A. Gordon, Vice President, Chief Compliance Officer and a Director of FMG, are the beneficial owners of 1,114 shares and 885 shares, respectively, of the Issuer’s Common Stock.

Except for (i) the Common Stock beneficially owned by Mr. Friedberg, (ii) the Common Stock beneficially owned by each of Messrs. Zauderer and Gordon, to the knowledge of the Filing Persons, none of the directors or officers of any of the Filing Persons beneficially owns any Common Stock.

Except for FCMI Parent’s purchase of 3,000,000 shares of Common Stock and 3,000,000 Warrants on October 3, 2023 in the Registered Offering, none of the filer’s respective directors or officers has effected any transactions in the Issuer’s Common Stock in the 60 days preceding the filing of this Schedule 13D (Amendment No. 8).

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Item 6 of the Statement is hereby amended by the addition of the following information:

Mr. Friedberg entered into a voting agreement in connection with the Securities Purchase Agreement dated March 30, 2023, which was filed as Exhibit 99.17 to Amendment No. 6 to the Statement filed April 5, 2023. Pursuant to this voting agreement, Mr. Friedberg agreed until March 31, 2024 to exercise voting rights with respect to any Excess Shares (as defined below) at every meeting of the stockholders of the Company and at every postponement or adjournment thereof, in a manner that is proportionate to the manner in which the holders of shares of Common Stock other than the shares beneficially owned by Mr. Friedberg vote in respect of such matter. Pursuant to the March 30, 2023 Securities Purchase Agreement, “Excess Shares” means those shares of Common Stock then beneficially owned by Mr. Friedberg that when aggregated with such other shares of Common Stock beneficially owned by Mr. Friedberg exceed forty percent (40%) of the then outstanding shares of Common Stock, with beneficial ownership being calculated as defined in Rule 13d-3 under th Securities Exchange Act of 1934, as amended.

FCMI Parent purchased 3,000,000 shares of Common Stock from the Issuer and 3,000,000 Warrants from the Issuer in the Registered Offering at a combined purchase price of $1.00 per share and accompanying Warrant, resulting in a total purchase price of $3,000,000. The closing under the Registered Offering occurred on October 3, 2023.

In connection with the Registered Offering, FCMI Parent entered into a lock-up agreement pursuant to which FCMI Parent agreed with the Placement Agent to be subject to a lock-up period of 60 days following the closing date of the registered equity offering, which was October 3, 2023. This means that, during the applicable lock-up period, with certain specified exceptions, the Reporting Persons may not: (i) sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Issuer’s securities, whether any such transaction is to be settled by delivery of the Issuer’s shares of Common Stock, in cash or otherwise; (iii) make any demand for or exercise any right with respect to the registration of any of the Issuer’s securities; (iv) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge; or (v) enter into any other arrangement relating to any of the Issuer’s securities.

The foregoing descriptions of the Warrants and Lock-up Agreement are qualified by the full text of the Warrants and Lock-up Agreement, which are attached as exhibits to this Schedule 13D (Amendment No. 8).

Item 7. Materials to be Filed as Exhibits

The following document is filed as an exhibit to this Schedule 13D (Amendment No. 8):

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Signatures

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

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