RISK FACTORS
We operate in rapidly changing business environments that present numerous risks, many of which are driven by factors we cannot control or
predict. You should consider carefully the risks and uncertainties described below, together with the documents incorporated by reference into this prospectus, including the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2019 and our subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this prospectus, as updated by
annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus supplement and that are incorporated by reference into this prospectus. We cannot assure you that any of the events discussed below will not
occur. These events as well as additional risks and uncertainties we are unaware of, or currently believe are not material, could have a material and adverse impact on our business, results of operations, financial condition and cash flows.
Risks Related to This Offering
A substantial
number of shares of our common stock may be sold in the market following this offering, which may depress the market price for our common stock.
Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our
common stock to decline. Although there can be no assurance that any of the $113,000,000 worth of shares being offered under this prospectus supplement will be sold or the price at which any such shares might be sold, assuming that an aggregate of
22,376,238 shares of our common stock are sold during the term of the sales agreement with Jefferies, in each case, for example, at a price of $5.05 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on
September 8, 2020, upon completion of this offering, based on 17,022,972 shares outstanding as of June 30, 2020, we will have outstanding an aggregate of 39,399,210 shares of common stock, assuming no exercise of outstanding stock options,
conversion of the Debenture or exchange of Vaccinex Products, LP units or VX3 (DE) LP units. All of the shares sold in this offering upon issuance will be, freely tradable without restriction or further registration under the Securities Act, unless
these shares are owned or purchased by affiliates as that term is defined in Rule 144 under the Securities Act.
You may experience
future dilution as a result of future equity offerings.
In order to raise additional capital, we may in the future offer
additional shares of common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares of common stock or other securities
convertible into or exchangeable for our shares in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing common stock or other securities convertible into or
exchangeable for our common stock in the future could have rights superior to existing shareholders. The price per share at which we sell additional shares of common stock or other securities convertible or exchangeable into common stock, in future
transactions may be higher or lower than the price per share paid by investors in this offering.
We have broad discretion in how we use the net
proceeds of this offering, and we may not use these proceeds effectively or in ways with which you agree.
Our management will have
broad discretion as to the use of the net proceeds from this offering. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their
currently intended use. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds will
be used appropriately. These net proceeds could be applied in ways that do not improve our operating results or increase the value of your investment. See Use of Proceeds on page S-11 of this prospectus supplement for a description of
our proposed use of proceeds from this offering.
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