Item 1.01 Entry into a Material Definitive Agreement
As previously announced, on January 27, 2022, Vaccinex, Inc. (the "Company")
entered into a stock purchase agreement (as amended, the "Stock Purchase
Agreement") pursuant to which the Company agreed to issue and sell to the
investors named therein an aggregate of 5,945,943 shares of common stock, par
value $0.0001 per share, of the Company (the "Common Stock"), at a purchase
price of $1.11 per Share. On January 31, 2022, the Stock Purchase Agreement was
amended, pursuant to which the Company agreed to issue and sell to additional
investors, and the additional investors (together with the original investors,
the "Investors") agreed to purchase from the Company, on the same terms and
conditions, an aggregate of 2,801,801 shares of Common Stock. The closing of the
sale of shares under the Stock Purchase Agreement (the "Private Placement")
occurred on January 31, 2022, and the Company issued an aggregate of 8,747,744
shares of Common Stock (the "Shares") with aggregate gross proceeds to the
Company of approximately $9.7 million. The Company intends to use the net
proceeds from the private placement to fund the ongoing development of its lead
drug candidate, pepinemab, in cancer and neurodegenerative disease and for
working capital and general corporate purposes.
The Stock Purchase Agreement contains customary representations and warranties
of the parties. Pursuant to the Stock Purchase Agreement, the Company also
agreed to grant certain of the Investors rights to participate in future
offerings of Common Stock for 18 months following the closing of the Private
Placement.
Several of the Investors are affiliated with directors or officers of the
Company: Vaccinex (Rochester), L.L.C., which is controlled by Maurice Zauderer,
Ph.D., the Company's president, chief executive officer and a member of its
board of directors; Friedberg Global-Macro Hedge Fund Ltd., the investment
manager of which is an entity controlled by Albert D. Friedberg, chairman of the
Company's board of directors; FCMI Parent Co., which is controlled by Mr.
Friedberg; and Benbow Estates Ltd., which is controlled by Jacob Frieberg, one
of the Company's directors.
The sale of the Shares was not registered under the Securities Act of 1933, as
amended (the "1933 Act"), and the Shares were issued and sold in a private
placement pursuant to Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation
D as promulgated by the Securities and Exchange Commission (the "SEC") under the
1933 Act. Each of the Investors represented that it is an "accredited investor"
within the meaning of Rule 501 of Regulation D, and was acquiring the Shares for
its own account and has no direct or indirect arrangement or understanding with
any other persons to distribute or regarding the distribution of such Shares.
The Shares were offered and sold without any general solicitation by the Company
or its representatives.
In connection with Closing, on January 31, 2022, the Company entered into a
registration rights agreement (the "Registration Rights Agreement") with certain
of the Investors that affords such Investors certain registration rights with
respect to the Shares. Under the Registration Rights Agreement, the Company
agreed, among other things, to use its reasonable best efforts to file with the
SEC a registration statement covering the resale of the Investors' Shares within
75 calendar days from the closing of the Private Placement and commercially
reasonable efforts to cause such registration statement to become effective on
or prior to 105 calendar days from the closing date. In addition, the Company
agreed to use commercially reasonable efforts to keep the registration statement
effective until the Shares have been sold thereunder or can be sold without
restriction. If the Company fails to meet the specified deadlines for the
effectiveness of the registration statement, the Company will be required to pay
liquidated damages to the Investors. In addition, those Investors are entitled
to certain "piggy-back" registration rights that may require the Company to
effect certain registrations to register the Shares for resale in the event that
no registration statement registering the Shares is effective and the Company is
otherwise filing a registration statement under the 1933 Act. The Registration
Rights Agreement also contains certain indemnification and contribution
provisions under which the Company and the Investors have agreed to indemnify
each other against certain liabilities.
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The foregoing summaries of the Stock Purchase Agreement and the Registration
Rights Agreement are subject to and qualified in their entirety by the terms of
the Stock Purchase Agreement and the Registration Rights Agreement, copies of
which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and
are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02. Neither this Current Report on
Form 8-K nor any of the exhibits attached hereto is an offer to sell or a
solicitation of an offer to buy shares of Common Stock or any other securities
of the Company.
Item 8.01 Other Events.
On January 27, 2022, the Company issued a press release, before taking into
account the effect of the amendment to increase the shares sold in the Private
Placement, announcing the Private Placement and the prior sale of approximately
$3.5 million of shares of Common Stock under the Company's previously disclosed
Open Market Sales AgreementTM with Jefferies LLC. The press release is filed as
Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith:
Exhibit Number Exhibit Description
10.1 Stock Purchase Agreement by and between the Company and the
Investors (as defined therein), dated as of January 27, 2022,
Amendment to Stock Purchase Agreement by and between the
Company and the Investors signatory thereto, dated as of
January 31, 2022, and Joinders by and between the Company and
the Additional Investors signatory thereto, dated as of
January 31, 2022
10.2 Registration Rights Agreement by and between the Company
and the Investors (as defined therein), dated as of January
31, 2022
99.1 Press Release dated January 27, 2022
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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VACCINEX, INC. 
