Current Report Filing (8-k)
March 25 2021 - 7:05PM
Edgar (US Regulatory)
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): March 22, 2021
Vaccinex,
Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38624
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16-1603202
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1895 Mount Hope Avenue, Rochester, New York
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14620
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(Address of principal executive offices)
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(Zip Code)
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(585) 271-2700
(Registrants telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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VCNX
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Nasdaq Capital Market
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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 5.02
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Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On March 22, 2021, the Compensation Committee (the
Compensation Committee) of the Board of Directors of Vaccinex, Inc. (the Company), approved the award of options under the Companys 2018 Omnibus Incentive Plan to certain named executive officers and the principal
financial officer of the Company to be granted on the date two days following the filing of the Companys Annual Report on Form 10-K (the Grant Date) as follows: (i) Maurice Zauderer,
President and Chief Executive Officer, options to purchase 14,000 shares of the common stock of the Company (Common Stock), (ii) Ernest Smith, Senior Vice President and Chief Scientific Officer, options to purchase 10,000 shares of
Common Stock, (iii) Scott Royer, Chief Financial Officer, options to purchase 6,000 shares of Common Stock. Subject to the terms of the respective award notices, these options vest on the first four anniversaries of the Grant Date in equal
installments. The options expire the day before the tenth anniversary of the Grant Date. The grant price of these options will be the fair market value as of the Grant Date.
In addition, on March 22, 2021, the Compensation Committee approved increases to the base salaries for Dr. Zauderer, Dr. Smith,
and Mr. Royer resulting in base salaries of $380,000, $269,141, and $244,963, respectively.
The descriptions of the option awards
are qualified in their entirety by reference to the
form of option award agreement filed as Exhibit 10.7 to the Companys Registration Statement on Form S-1 filed on July 23, 2018, which is hereby incorporated by
reference into this Item 5.02.
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.
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VACCINEX, INC.
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Date: March 25, 2021
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By:
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/s/ Scott E. Royer
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Scott E. Royer
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Chief Financial Officer
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