As filed with the Securities and Exchange Commission on September 28, 2023

Registration Statement No. 333-    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Vaccinex, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation or organization)

2834

(Primary Standard Industrial Classification Code Number)

16-1603202

(I.R.S. Employer Identification Number)

1895 Mount Hope Avenue

Rochester, New York 14620

(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:

 

William I. Intner

J. Nicholas Hoover

Hogan Lovells US LLP

100 International Drive, Suite 2000

Baltimore, Maryland 21202

Tel: (410) 659-2700

 

Scott E. Royer

Chief Financial Officer

Vaccinex, Inc.

1895 Mount Hope Avenue

Rochester, New York 14620

Tel: (585) 271-2700

 

Faith L. Charles, Esq.

Todd Mason, Esq.

Thompson Hine LLP

300 Madison Avenue, 27th Floor

New York, New York 10017-6232

Tel: (212) 344-5680

 

 

Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement is declared effective.

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 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. ☒ 333-274520

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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐

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.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act. ☐

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or the Securities Act, for the sole purpose of increasing the aggregate offering price of shares of common stock, pre-funded warrants, common warrants and shares of common stock issuable upon exercise of the pre-funded warrants and common warrants to be offered by Vaccinex, Inc., or the Registrant. The contents of the Registration Statement on Form S-1 (File No. 333-274520) filed by the Registrant with the Securities and Exchange Commission, or the Commission, pursuant to the Securities Act, or the Prior Registration Statement, which was declared effective by the Commission on September 28, 2023, including all exhibits to the Prior Registration Statement, are incorporated by reference into this Registration Statement. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fees table contained in the Prior Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, in the State of New York, on September 28, 2023.

 

VACCINEX, INC.
By:  

/s/ Maurice Zauderer, Ph.D.

Name:   Maurice Zauderer, Ph.D.
Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title    Date

/s/ Maurice Zauderer, Ph.D.

Maurice Zauderer, Ph.D.

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

   September 28, 2023

/s/ Scott E. Royer, CFA, MBA

Scott E. Royer, CFA, MBA

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

   September 28, 2023

*

Albert D. Friedberg

   Chairman of the Board    September 28, 2023

*

Chrystyna Bedrij Stecyk

   Director    September 28, 2023

*

Jacob B. Frieberg

   Director    September 28, 2023

*

Bala S. Manian, Ph.D.

   Director    September 28, 2023

*

Gerald E. Van Strydonck

   Director    September 28, 2023

*

Barbara Yanni

   Director    September 28, 2023

 

* By:  

/s/ Maurice Zauderer, Ph.D.

 

Maurice Zauderer, Ph.D.

Attorney-in-Fact

Exhibit 5.1

 

LOGO

   

Hogan Lovells US LLP

Harbor East

100 International Drive

Suite 2000

Baltimore, MD 21202

T +1 410 659 2700

F +1 410 659 2701

www.hoganlovells.com

September 28, 2023

Board of Directors

Vaccinex, Inc.

1895 Mount Hope Avenue

Rochester, NY 14620

To the addressee referred to above:

We are acting as counsel to Vaccinex, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-1, as amended (File No. 333-274520) (the “Initial Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and its registration statement on Form S-1 filed with the Commission pursuant to Rule 462(b) under the Act (together with the Initial Registration Statement, the “Registration Statement”) relating to the proposed public offering of (i) up to 9,600,000 shares of the common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Shares”), (ii) pre-funded warrants to purchase up to 9,600,000 shares of Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to 9,600,000 shares of Common Stock (together with the Pre-Funded Warrants, the “Warrants”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. We have also assumed upon the issuance of the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its certificate of incorporation and by the Board of Directors of the Company (the “Board”) in connection with the offering contemplated by the Registration Statement. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com


This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended, and as to the opinion expressed in paragraph (b) below, the laws of the State of New York (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level). We express no opinion herein as to any other statutes, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following:

 

  (a)

(1) issuance of the Shares pursuant to the terms of the Securities Purchase Agreement between the Company and each purchaser signatory thereto (the “Agreement”) as applicable and the resolutions of the Board or a duly authorized committee thereof (the “Committee”) and (2) receipt by the Company of the consideration for the Shares specified in the resolutions of the Board or the Committee, the Shares will be validly issued, fully paid, and nonassessable.

 

  (b)

(1) execution and delivery by the Company of the Warrants pursuant to the terms of the Agreement as applicable and the resolutions of the Board or the Committee and (2) receipt by the Company of the consideration for the Warrants specified in the resolutions of the Board or the Committee, the Warrants will constitute valid and binding obligations of the Company.

 

  (c)

(1) execution and delivery by the Company of the Warrants pursuant to the terms of the Agreement as applicable and the resolutions of the Board or the Committee, (2) receipt by the Company of the consideration for the Warrants specified in the resolutions of the Board or the Committee, and (3) exercise of the Warrants pursuant to their terms, including receipt by the Company of the consideration for the Warrant Shares specified therein, and issuance of the Warrant Shares thereunder, the Warrant Shares will be validly issued, fully paid, and nonassessable.

The opinion expressed in paragraph (b) above with respect to the valid and binding nature of obligations may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and by the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the Warrants are considered in a proceeding in equity or at law).

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Registration Statement.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

Very truly yours,

/s/ HOGAN LOVELLS US LLP

HOGAN LOVELLS US LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 MEF of our report dated March 31, 2023 relating to the financial statements of Vaccinex, Inc. (“the Company”), appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022, incorporated by reference in Registration Statement on Form S-1 No. 333-274520. We also consent to the reference to us under the heading “Experts” in Registration Statement on Form S-1 No. 333-274520.

/s/ Deloitte & Touche LLP

Rochester, New York

September 28, 2023

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Vaccinex, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
     Security
Type
 

Security
Class

Title

 

Fee

Calculation

or Carry

Forward

Rule

 

Amount

Registered

 

Proposed

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price(1)

 

Fee

Rate

 

Amount of

Registration

Fee

 

Carry

Forward

Form

Type

 

Carry

Forward

File

Number

 

Carry

Forward

Initial

effective

date

 

Filing Fee

Previously

Paid In

Connection

with Unsold

Securities to
be Carried

Forward

 
Newly Registered Securities
                         
Fees to Be Paid   Equity   Common stock, par value $0.001 per share (2)   Rule 457(o)   —     —     $9,600,000   0.00011020   $1,057.92(4)          
                         
    Other   Pre-Funded Warrants to purchase shares of common stock(3)(5)   Other   —     —     —     —     —            
                         
    Equity   Common Stock underlying the Pre-Funded Warrants(3)   Rule 457(o)   —     —     —     —     —            
                         
    Other   Common Warrants to purchase shares of common stock(5)   Other   —     —     —     —     —            
                         
    Equity   Common Stock underlying the Common Warrants to purchase Common Stock   Rule 457(o)   —     —     $9,600,000   0.00011020   $1,057.92          
                         
Fees Previously Paid   —     —     —     —     —     $16,000,000   0.00011020   $1,763.20(6)          
 
Carry Forward Securities
                         
Carry Forward Securities   —     —     —     —       —         —     —     —     —  
                   
    Total Offering Amounts     $19,200,000     $2,115.84          
                   
    Total Fees Previously Paid     $16,000,000     $1,763.20          
                   
    Total Fee Offsets         —            
                   
    Net Fee Due               $352.64                

 

(1)

Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act.

(2)

Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions.

(3)

The proposed maximum aggregate offering price of the shares of common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the Pre-Funded Warrants offered and sold in the offering (plus the aggregate exercise price of the shares of common stock issuable upon exercise of the Pre-Funded Warrants), and as such the proposed aggregate maximum offering price of the shares of common stock and Pre-Funded Warrants (including shares of common stock issuable upon exercise of the Pre-Funded Warrants), if any, is $9,600,000.

(4)

Calculated pursuant to Rule 457(o) under the Securities Act based on an estimate of the proposed maximum aggregate offering price.

(5)

No fee due pursuant to Rule 457(g) under the Securities Act.

(6)

Fees previously paid on September 14, 2023.


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