Current Report Filing (8-k)
March 23 2023 - 04:17PM
Edgar (US Regulatory)
NASDAQ false 0001205922 0001205922
2023-03-17 2023-03-17
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 17,
2023
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 |
(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 |
(Address of principal executive
offices) |
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(Zip Code) |
(585) 271-2700
(Registrant’s 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:
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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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 |
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 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On March 17, 2023, the Compensation Committee (the
“Compensation Committee”) of the Board of Directors of Vaccinex,
Inc. (the “Company”), approved the award of options under the
Company’s 2018 Omnibus Incentive Plan to certain named executive
officers and the principal executive and financial officers of the
Company to be granted on March 31, 2023 (the “Grant Date”) as
follows: (i) Maurice Zauderer, President and Chief Executive
Officer, options to purchase 56,000 shares of the common stock of
the Company (“Common Stock”), (ii) Ernest Smith, Senior Vice
President and Chief Scientific Officer, options to purchase 40,000
shares of Common Stock, and (iii) Scott Royer, Chief Financial
Officer, options to purchase 32,000 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, except for Dr. Zauderer’s
options, which expire the day before the fifth anniversary of the
date of grant. The grant price of these options will be the fair
market value as of the Grant Date, except for Dr. Zauderer’s
options, which will have a grant price of 110% of the fair market
value as of such date.
In addition, on March 17, 2023, the Compensation Committee
approved, effective April 1, 2023, 5% increases to the base
salaries for Dr. Zauderer, Dr. Smith, and Mr. Royer
resulting in base salaries of $426,930, $302,380, and $275,334,
respectively.
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 23,
2023 |
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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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