As filed with the Securities and Exchange
Commission on January 24, 2023
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vaccinex, Inc.
(Exact name of registrant as specified in its
charter)
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Delaware |
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16-1603202 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1895 Mount Hope Avenue
Rochester, New York
(585) 271-2700
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive
offices)
Maurice Zauderer, Ph.D.
President and Chief Executive Officer
Vaccinex, Inc.
1895 Mount Hope Avenue
Rochester, New York 14620
(585) 271-2700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
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William I. Intner
J. Nicholas Hoover
Hogan Lovells US LLP
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Scott E. Royer
Chief Financial Officer
Vaccinex, Inc.
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1895 Mount Hope
Avenue |
100 International Drive, Suite
2000 |
Baltimore, Maryland
21202 |
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Rochester, New York
14620 |
Tel: (410) 659-2700 |
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Tel: (585) 271-2700 |
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Approximate date of commencement of proposed
sale to public: From time to time after this registration
statement is declared effective.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box: ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto
that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the
following box. ☐
If this Form is a post-effective amendment to a
registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange
Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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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 7(a)(2)(B)
of the Securities Act. ☐
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the registration statement shall become
effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.