Item 1. |
Security and Issuer |
The Statement on Schedule 13D filed on August 24, 2018 (the Statement) by FCMI Parent Co. (FCMI Parent), FCMI Financial
Corporation (FCMI), Pan Atlantic Bank and Trust Limited, Friedberg Global-Macro Hedge Fund Ltd. (G-M Fund), Friedberg Mercantile Group, Ltd. (FMG) and
Albert D. Friedberg (collectively, the Filing Persons and each, individually, a Filing Person), relating to the common stock, par value $0.0001 per share (the Common Stock) of Vaccinex, Inc.,
a Delaware corporation (the Issuer), as amended by Amendment No. 1 to the Statement filed July 31, 2019, Amendment No. 2 to the Statement filed January 27, 2020, Amendment No. 3 to the Statement filed
July 16, 2020, Amendment No. 4 to the Statement filed February 14, 2022, Amendment No. 5 to the Statement filed November 29, 2022, Amendment No. 6 to the Statement filed April 5, 2023 and Amendment No. 7 filed
May 25, 2023, is hereby further amended with respect to the matters set forth below in this Amendment. Capitalized terms not otherwise defined herein have the meanings set forth in the Statement.
Preliminary Note: All Common Stock share amounts and percentage interests in this Schedule 13D (Amendment No. 8) give effect to the 1-for-15 reverse stock split effected by the Issuer on September 25, 2023 (the Reverse Split).
Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended by the addition of the following information:
On October 3, 2023, FCMI Parent purchased 3,000,000 shares of Common Stock of the Issuer and warrants exercisable for the purchase of 3,000,000 shares of
Common Stock (the Warrants) of the Issuer at a purchase price of $1.00 per share and accompanying Warrant pursuant to the Issuers registration statement on Form S-1 (File No. 333-274520) (the Registered Offering). The Warrants are immediately exercisable except to the extent set forth in Item 5 below, at an exercise price of $1.00 per share and
expire on October 3, 2028. The aggregate amount paid by FCMI Parent for the shares of Common Stock and Warrants it acquired in the Registered Offering was approximately $3,000,000.00. FCMI Parent used working capital in connection with this
transaction.
Item 4. |
Purpose of Transaction. |
Item 4 of the Statement is hereby amended by the addition of the following information:
FCMI Parent purchased 3,000,000 shares of Common Stock from the Issuer and 3,000,000 Warrants in the Registered Offering at a combined purchase price of $1.00
per share and accompanying Warrant, for an aggregate purchase price of $3,000,000. In the prospectus to the registration statement on Form S-1
(File No. 333-274520), the Issuer states that it intends to use the net proceeds from the sale of the Common Stock and Warrants to fund the ongoing development and clinical trials of its lead drug
candidate, pepinemab, in cancer and neurodegenerative disease, and for working capital and other general corporate purposes. FCMI Parent acquired the Common Stock and Warrants reported herein for investment and to support the Issuers research
and development activities.
The Filing Persons do not have any present intention or arrangements to acquire additional shares of Common Stock. The Filing
Persons do not have any present intention to sell any Common Stock that will be included in such Registration Statement, and note that their ability to effect dispositions of Common Stock, other than pursuant to the Registration Statement, or prior
shelf registration statements filed by the Company, may be limited by their status as affiliates of the Issuer.
Subject to the foregoing, the
Filing Persons reserve the right to take, in the future, such actions with respect to their investment in the Issuer as they deem appropriate. Except as described herein, the Filing Persons do not have any plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Filing Persons may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. |
Interest in Securities of the Issuer. |
See the Preliminary Note in Item 1 of this Schedule 13D (Amendment No. 8).
The table in Item 5 of the Statement showing beneficial ownership of the Issuers Common Stock by each of the Filing Persons, together with the
introductory paragraph to such table and the paragraph immediately following such table, as well as the information regarding ownership of the Issuers Common Stock by the directors and officers of the Filing Persons, are hereby amended and
restated in their entirety as follows:
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