Sec Form 13D Filing - Zauderer Maurice filing for VACCINEX INC. (VCNX) - 2022-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

VACCINEX, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

918640 103

(CUSIP Number)

Maurice Zauderer

c/o Vaccinex, Inc.

1895 Mount Hope Ave

Rochester, New York 14620

Telephone: (585) 271-2700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 31, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 918640 103

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CUSIP No. 918640 103

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This Schedule 13D relates to the common stock, par value $0.0001 per share (“Common Stock”), of Vaccinex, Inc. (the “Issuer” or “Company”), a Delaware corporation. The address of the principal executive offices of the Issuer is 1895 Mount Hope Avenue, Rochester, New York 14620.

On January 31, 2022, Vaccinex LLC purchased 1,801,801 shares of Common Stock of the Issuer at a purchase price of $1.11 per share, pursuant to a private placement agreement entered into with the Issuer on January 27, 2022, in Rochester, New York. The aggregate amount paid by Vaccinex LLC for the shares of Common Stock it acquired was approximately $2,000,000.00. Vaccinex LLC used personal funds in connection with this transaction. All other securities reported herein by the Reporting Persons were previously obtain in connection with the Issuer’s initial public offering, exercise of options, or purchase of securities. Previous purchases of the securities reported herein was made by the Reporting Persons with personal funds or working capital, as applicable.

Vaccinex LLC and the Issuer entered into a Stock Purchase Agreement dated January 27, 2022, as amended on January 31, 2022 (the “ Stock Purchase Agreement”), pursuant to which Vaccinex LLC purchased 1,801,801 shares of Common Stock from the Issuer at a purchase price of $1.11 per share, resulting in a total purchase price of $1,999,999.11. In the Stock Purchase Agreement, the Issuer states that it intends to use the net proceeds from the sale of the Common Stock to fund the ongoing development and clinical trials of pepinemab, the adopted name for VX15, the Issuer’s lead product candidate, which is being developed for treatment of non-small cell lung cancer, osteosarcoma, melanoma and Huntington’s disease. The Issuer will also use such proceeds for working capital and general corporate purposes. Vaccinex LLC acquired the Common Stock reported herein for investment and to support the Issuer’s research and development activities. For additional information regarding the Stock Purchase Agreement, see Item 6. All of the other securities reported herein were acquired for investment purposes.

Maurice Zauderer is the majority member of Vaccinex LLC and also serves as the President and Chief Executive Officer, and as a board member of the Issuer. In such capacity, Mr. Zauderer may, from time to time, discuss or make plans or proposals to the Issuer’s management or members of the Issuer’s Board of Directors with respect to the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Item 4, Mr. Zauderer does not have any present plans or proposals which relate to or would result in matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Depending on market conditions and other factors, the Reporting Persons may purchase additional shares of the Issuer’s common stock, or may sell or otherwise dispose of all or portions of their shares of common stock, if such sales and purchases would be consistent with the Reporting Persons’ investment objectives.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Currently, Maurice Zauderer is the majority member of Vaccinex, LLC and serves as the Issuer’s President and Chief Executive Officer. Mr. Zauderer, in his capacity as an executive officer may be entitled to receive cash compensation and equity compensation, including stock options or other equity awards, pursuant to the Issuer’s 2018 Omnibus Incentive Plan. Mr. Zauderer is also a member of the Issuer’s board of directors, but receives no additional compensation for his services as a director.

Vaccinex LLC and the Issuer entered into a Stock Purchase Agreement dated January 27, 2022, as amended on

January 31, 2022 (the “ Stock Purchase Agreement”), pursuant to which Vaccinex LLC purchased 1,801,801 shares

of Common Stock from the Issuer at a purchase price of $1.11 per share, resulting in a total purchase price of

$1,999,999.11. The closing under the Stock Purchase Agreement occurred on January 31, 2022. The Stock Purchase

Agreement contains, among other provisions, certain representations, warranties and agreements by Vaccinex LLC

customarily included in agreements for the issuance and sale of securities without registration under the U.S.

Securities Act of 1933, as amended (the “1933 Act”), including representations and warranties by Vaccinex LLC

with respect to its status as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the

1933 Act, acknowledgment by Vaccinex LLC that the shares of Common Stock issued pursuant to the Stock

Purchase Agreement constitute “restricted securities” under the 1933 Act, and agreement by Vaccinex LLC to sell

the Common Stock issued pursuant to the Stock Purchase Agreement only in accordance with either the registration

requirements of the 1933 Act or an exemption therefrom, and that certificates evidencing the Common Stock

purchased pursuant to the Stock Purchase Agreement will bear a legend reflecting such resale restrictions. The Issuer

made certain representations and warranties to Vaccinex LLC with respect to, among other matters, its business, its

authorization of the issuance of the Common Stock, the compliance in all material respects at the time of filing of the

periodic reports and other documents that the Issuer has filed with the Securities and Exchange Commission (“SEC”)

under the 1933 Act or the Securities Exchange Act of 1934, as amended, as applicable, and the rules and regulations

thereunder, the absence (except as disclosed in such SEC filings) of any material adverse change affecting the Issuer,

and the preparation and presentation of the Issuer’s financial statements included in its SEC filings. The Stock

Purchase Agreement also contains certain customary conditions to Vaccinex LLC’s obligation to purchase the shares

of the Issuer’s Common Stock, including the absence of any stop order or suspension of trading imposed by Nasdaq,

the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

The foregoing descriptions of certain material provisions of the Stock Purchase Agreement are qualified, in each

case, by the full text of such agreements, each of which is an exhibit to this Schedule 13D (Amendment No. 4).

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SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2022

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