Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 04 2022 - 8:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2022
Commission File Number: 001-39950
Evaxion Biotech A/S
(Exact Name of Registrant as Specified in Its
Charter)
Dr. Neergaards Vej 5f
DK-2970 Hoersholm
Denmark
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
x Form 40-F ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
INCORPORATION BY REFERENCE
This Report on Form 6-K shall be deemed to be incorporated
by reference in Evaxion Biotech A/S’s registration statements on Form S-8 (File No. 333-255064),
on Form F-3 (File No. 333-265132) and on Form F-1 (File No. 333-266050), including any prospectuses forming a part
of such registration statements and to be a part thereof from the date on which this report is filed, to the extent not superseded by
documents or reports subsequently filed or furnished.
Entry into Sales Agreement for At-the-Market Offering
On
October 3, 2022, Evaxion Biotech A/S (the “Company”) entered into a Capital on DemandTM Sales Agreement
(the “Sales Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”), pursuant to which
the Company may sell from time to time, at its option, American Depositary Shares (“ADSs”), each representing one ordinary
share, DKK 1 nominal value per share, of the Company (the “Ordinary Shares”), through or to JonesTrading, as sales agent
or principal. The ADSs will be offered pursuant to the Company’s prospectus supplement, dated
October 3, 2022 (the “Prospectus Supplement”), which was filed with
the Securities and Exchange Commission (the “SEC”) on such date and the Company’s shelf registration statement on Form F-3 (Registration No. 333-265132). Pursuant
to the Prospectus Supplement, the Company may offer and sell up to an aggregate of $14,439,000 of ADSs. Sales
of the Company’s ADSs made pursuant to the Sales Agreement, if any, will be made by any method deemed to be an “at the market
offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. JonesTrading is not
required to sell any specific number or dollar amount of ADSs, but will use its commercially reasonable efforts to sell the ADSs from
time to time, based upon the Company’s instructions, including any price, time or size limits or other customary parameters or
conditions the Company may impose.
The Company is not obligated to make any sales of ADSs under the Sales
Agreement, and the Company cannot provide any assurances that it will issue any ADSs pursuant to the Sales Agreement. The offering of
ADSs pursuant to the Sales Agreement will terminate as permitted therein. The Company is obligated to pay JonesTrading an aggregate sales
agent commission equal to 3.0% of the gross sales price for ADSs sold under the Sales Agreement. The Company has also provided JonesTrading
with customary indemnification rights and expense reimbursements.
The foregoing description of the Sales Agreement is not complete and
is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to
this Report on Form 6-K.
The
opinion of Mazanti-Andersen Advokatpartnerselskab, Copenhagen, Denmark. relating to the validity of the Ordinary Shares represented by
the ADSs being offered is filed as Exhibit 5.1 to this Report on Form 6-K. This Report on Form 6-K shall not constitute
an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of these securities
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such
state or jurisdiction.
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Evaxion Biotech A/S |
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Date: October 4, 2022 |
By: |
/s/
Bo Karmark |
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Bo Karmark
Chief Financial Officer |
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