| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 17, 2024, Vaccinex, Inc. (the “Company”), entered into inducement letter agreements (the “Inducement Letter Agreements”) with holders (the “Holders”) of existing warrants to purchase up to an aggregate of 1,067,492 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), originally issued to the Holders between October 2023 and March 2024, having exercise prices between $7.64 and $32.76 per share (the “Existing Warrants”). Pursuant to the Inducement Letter Agreements, the Holders agreed to exercise for cash the Existing Warrants at a reduced exercise price of $5.636 per share in consideration of the Company’s agreement to issue new unregistered common warrants (the “New Warrants”) to purchase up to 1,601,238 shares of Common Stock (the “New Warrant Shares”), which were issued and sold in a private placement at a price of $0.125 per New Warrant. Each New Warrant has an initial exercise price equal to $5.636 per share, is immediately exercisable, and expires September 18, 2029.
The exercise of the Existing Warrants results in the Company issuing 872,028 shares of Common Stock and, pursuant to terms of the Existing Warrants, the pre-funding of 195,464 shares of Common Stock underlying Existing Warrants where the applicable Holder would have exceeded a specified beneficial ownership limitation contained in the applicable Existing Warrant if shares of Common Stock had been issued.
The Inducement Letter Agreements were entered into and the Existing Warrants were exercised following the Company’s previously announced call of the Existing Warrants for cancellation following the announcement of a statistically significant increase in FDG-PET signal in patients in the Company’s SIGNAL-AD trial of pepinemab for the treatment of Alzheimer’s disease.
The Inducement Letter Agreements prohibit the Company, until 30 days after the closing date (the “Standstill Period”), from (i) issuing, agreeing to issue, or announcing the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) filing any registration statement or amendment or supplement thereto, in each case subject to certain exceptions. The Inducement Letter Agreements also prohibit the Company, until 180 days following the closing date, from effecting or entering into an agreement to effect any issuance by the Company of shares of Common Stock or Common Stock equivalents involving certain variable rate transactions, provided that the Company’s existing at-the-market sales program shall not be considered a variable rate transaction after the expiration of the Standstill Period.
Among the Holders are FCMI Parent Co., which is controlled by Albert D. Friedberg, chair of the Board of Directors of the Company (the “Board”), and Vaccinex (Rochester), L.L.C., which is controlled by Maurice Zauderer, Ph.D., the Company’s president, chief executive officer and a member of the Board.
The New Warrants were and the 708,918 shares of Common Stock underlying Existing Warrants that were not previously registered were or will be issued and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1993, as amended (the “Securities Act”), and/or Rule 506 of Regulation D as promulgated by the SEC under the Securities Act. Pursuant to the Inducement Letter Agreements, the Company agreed to file a registration statement providing for the resale by the purchasers of the shares of Common Stock issuable upon exercise of the New Warrants by October 17, 2024, and to use commercially reasonable efforts to cause such registration statement to become effective by November 16, 2024.
The gross proceeds to the Company from the exercise of the Existing Warrants and the sale of the New Warrants are approximately $6.2 million, prior to deducting financial advisory fees and estimated transaction expenses. The closing of the transactions contemplated by the Inducement Letter Agreements occurred in part on September 18, 2024, with the remainder expected to close on September 19, 2024.
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