Vaxxinity Announces Intention to Voluntarily Delist and Deregister its Class A Common Stock
19 Avril 2024 - 10:27PM
Vaxxinity, Inc. (“Vaxxinity”, “we”, “us” or the “Company”)
(Nasdaq: VAXX), a U.S. company pioneering the development of a new
class of medicines, today announced its intention to voluntarily
delist from the Nasdaq Global Market (“Nasdaq”) and to deregister
its Class A common stock under Section 12(b) and Section 12(g) of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and suspend its reporting obligations under Section 15(d) of
the Exchange Act.
On February 9, 2024, the Company received a
notice from the Listing Qualifications Department of the Nasdaq
Stock Market LLC indicating that the Company was no longer in
compliance with Listing Rule 5450(a)(1) with respect to its Class A
common stock, which requires the Company to maintain a minimum bid
price of $1.00 per share for continued listing on Nasdaq, and
providing until August 7, 2024 to regain compliance. In determining
to voluntarily delist and deregister its Class A common stock, the
Company considered that the current low trading value, and the
resulting low trading volume, limits the liquidity of the Company’s
Class A common stock and affects the Company’s ability to raise
capital from the public markets, attract interest from
institutional investors or market analysts or otherwise realize the
traditional benefits of being a publicly traded company. Despite
the lack of these benefits, the Company incurs all of the
significant annual expenses and indirect costs associated with
being a public company. The Company believes the reduction in time
and resources spent by management and employees to comply with the
requirements applicable to Securities and Exchange Commission
(“SEC”) reporting companies will enable the Company to re-invest
resources in research and development endeavors, focus more on its
goal of pioneering a new class of medicines aimed at disrupting the
existing treatment paradigm for chronic disease, and work to
realize the Company’s long-term objectives, without the distraction
of stock price movement.
On April 19, 2024, the Company notified Nasdaq
of its intent to voluntarily delist its Class A common stock from
Nasdaq. The Company currently anticipates that it will file with
the SEC a Form 25 relating to the delisting and deregistration of
its Class A common stock on or about April 29, 2024, and
anticipates that the delisting and deregistration under Section
12(b) of its Class A common stock will then become effective on or
about May 9, 2024. Following the delisting, any trading in the
Company’s Class A common stock would only occur in privately
negotiated sales and potentially on an over-the-counter market. The
Company expects that its Class A common stock will initially be
quoted on a market operated by OTC Markets Group Inc. (the “OTC”)
so that a trading market may continue to exist for its Class A
common stock for some period of time. There is no guarantee,
however, that a broker will continue to make a market in the Class
A common stock and that trading of the Class A common stock will
continue on an OTC market or otherwise.
Following the delisting of its Class A common
stock from Nasdaq, the Company plans to file with the SEC a Form 15
to deregister its Class A common stock under Section 12(g) of the
Exchange Act and suspend its reporting obligations under Section
15(d) of the Exchange Act.
About Vaxxinity, Inc.
Vaxxinity, Inc. is a purpose-driven
biotechnology company committed to democratizing healthcare across
the globe. The company is pioneering a new class of synthetic,
peptide-based active immunotherapy medicines aimed at disrupting
the existing treatment paradigm for chronic disease, increasingly
dominated by monoclonal antibodies, which suffer from prohibitive
costs and cumbersome administration. The company’s proprietary
technology platform has enabled the innovation of novel pipeline
candidates designed to bring the efficiency of vaccines to the
treatment of chronic diseases, including Alzheimer’s, Parkinson’s,
migraine, and hypercholesterolemia. The technology is also
implemented as part of a COVID-19 vaccine program. Vaxxinity has
optimized its pipeline to achieve a potentially historic, global
impact on human health. For more information about Vaxxinity, Inc.,
visit http://www.vaxxinity.com and follow us on social media
@vaxxinity.
Forward-Looking Statements
Certain statements regarding Vaxxinity in this
release may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
The use of certain words, including “believe,” “may,” “continue,”
“intend,” “will,” “anticipate,” and similar expressions, are
intended to identify forward-looking statements. Forward-looking
statements include statements, other than statements of historical
fact, regarding, among other things, statements regarding the
Company’s plans and its ability to successfully delist from Nasdaq
and to deregister its Class A common stock as well as the
anticipated benefits thereof, and the potential for a trading
market in the Company’s Class A common stock following the
delisting. These forward-looking statements involve substantial
risks and uncertainties. Various important factors could cause
actual results or events to differ materially from those that may
be expressed or implied by our forward-looking statements,
including, but not limited to, the timing an effectiveness of the
Company’s delisting and ability and timing of deregistration of the
Class A common stock, the Company’s ability to continue as a going
concern and those other factors described in the “Risk Factors”
section of Vaxxinity’s Annual Report on Form 10-K for the year
ended December 31, 2023 filed with the U.S. Securities and Exchange
Commission on March 27, 2024. The forward-looking statements are
made as of this date and Vaxxinity does not undertake any
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Investor ContactMark
Joinnidesir@vaxxinity.com
Press ContactAli Nagy / McKenna
Milleranagy@kcsa.com / mmiller@kcsa.com
Vaxxinity (NASDAQ:VAXX)
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