20230726

20230726_8k

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM

8-K

____________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 27, 2023

____________________________________

Vaxxinity, Inc.

(Exact name of registrant as specified in its charter)

____________________________________

Delaware

001-41058

86-2083865

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

505 Odyssey Way

Merritt Island

32953

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number,

including area code: (

254

)

244-5739

Not Applicable

(Former name or former address, if changed since last report)

____________________________________

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

☐

Written communications pursuant to Rule 425

under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001

per share

VAXX

The

Nasdaq

Global Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of

1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.

☐

Item 4.01. Changes in Registrant’s Certifying

Accountant.

On July 21, 2023, Vaxxinity,

Inc. (the “Company”) was informed by Armanino LLP (“Armanino”) that it intends

to resign as the

Company’s independent registered

public accounting firm, effective upon the earlier of (i) filing of

the Company’s Quarterly Report

on Form 10-Q for the quarter ending September 30, 2023 and (ii) the Company’s

appointment of a new independent registered public

accounting firm. The audit committee of the Company’s

board of directors accepted but did not request or recommend Armanino’s

resignation.

Armanino advised the Company that its decision was due to Armanino’s

transition away from providing financial statement audit

services to public companies.

Armanino’s audit reports on

the Company’s consolidated financial

statements for the years ended December 31, 2022 and 2021 do not

contain any adverse opinion or disclaimer of opinion and were not qualified

or modified as to uncertainty, audit scope,

or accounting

principles. During the two most recent fiscal years and the subsequent interim period,

there were no (i) disagreements with Armanino

on any matter of accounting principles or practices, financial statement disclosure,

or auditing scope or procedure, which

disagreements, if not resolved to the satisfaction of Armanino, would have

caused it to make reference to the subject matter of the

disagreements in connection with its report or (ii) “reportable events” as such

term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Armanino with a copy of the disclosures contained

in this Current Report on Form 8-K and requested that

Armanino furnish a letter addressed to the U.S. Securities and Exchange

Commission stating whether or not it agrees with the

statements made in this Current Report on Form 8-K, a copy of which is attached

as Exhibit 16.1 hereto.

The Company has begun a search process to identify a new independent registered

public accounting firm. There can be no assurance

that we will be able to appoint a new independent registered public accounting

firm on a timely basis, which would result in our

inability to file required Exchange Act reports, limit our ability to raise capital,

and result in a loss of investor confidence.

Item 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers;

Compensatory

Arrangements of Certain Officers.

The information regarding Ulo Palm contained in Item 8.01 of this Current

Report on Form 8-K is incorporated by reference into this

Item 5.02.

Item 8.01. Other Events.

On July 27, 2023, the Company announced that Peter Powchik will join its leadership

team as Executive Vice President, Global

Scientific Director, effective

October 1, 2023. He will remain as a member of the Company’s

board of directors. In addition, the

Company announced that Ulo Palm

will transition from the Company’s

Chief Medical Officer to senior advisor,

effective October 1,

2023.

In connection with the foregoing matters, the Company issued a press release,

a copy of which is attached as Exhibit 99.1 to this

Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

16.1

Letter from Armanino LLP

99.1

Press Release

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has

duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Date: July 27, 2023

VAXXINITY,

INC.

By:

/s/ Jason Pesile

Name:

Jason Pesile

Title:

Senior Vice President, Finance &

Accounting

Vaxxinity Inc. filed SEC Form 8-K: Changes in Registrant’s Certifying Accountant, Leadership Update, Other Events, Financial Statements and Exhibits