| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 9, 2020, Vaccinex, Inc. (the “Company”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Friedberg Global-Macro Hedge Fund, Ltd. (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company, 1,126,760 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), at a purchase price of $3.55 per Share (the average closing price of the Common Stock for the five trading days immediately preceding the signing of the Stock Purchase Agreement) (the “Private Placement”), for gross proceeds of $4.0 million. The Stock Purchase Agreement contains customary representations and warranties of the parties. The closing of the Private Placement is expected to occur on July 10, 2020 (the “Closing Date”).
The Company intends to use the net proceeds from the Private Placement to fund the ongoing development of pepinemab, the Company’s lead product candidate, and for working capital and general corporate purposes.
Albert D. Friedberg, the Company’s chairman and beneficial owner of a majority of the outstanding Common Stock, controls Friedberg Mercantile Group, the investment manager of the Investor, which exercises voting and dispositive power over shares held directly by the Investor.
The Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and are being issued and sold in a private placement pursuant to Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission (the “SEC”) under the 1933 Act. The Investor represented that it is an “accredited investor” within the meaning of Rule 501 of Regulation D and is acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Shares were offered without any general solicitation by the Company or its representatives.
On July 10, 2020, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor that affords the Investor certain registration rights with respect to the Shares. Under the Registration Rights Agreement, the Company has agreed, among other things, to use its reasonable best efforts to file with the SEC a registration statement covering the resale of the Shares by the 60th calendar day following the Closing Date and commercially reasonable efforts to cause such registration statement to become effective on or prior to the 90th calendar day following the Closing Date. The Company has also agreed to use commercially reasonable efforts to keep the registration statement effective until the Shares have been sold thereunder or until the Shares can be sold without restriction. If the Company fails to meet the specified deadlines for the effectiveness of the registration statement, the Company will be required to pay liquidated damages to the Investor, subject to maximum aggregate liquidated damages of 8.0% of the purchase price paid for the Shares. Interest on any unpaid liquidated damages will accrue at a rate of 1.0% per month. In addition, the Company agreed to provide the Investor with certain “piggy-back” registration rights that may require the Company to effect certain registrations to register the Shares for resale in the event that no registration statement registering the Shares is effective and the Company is otherwise filing a registration statement under the 1933 Act. The Registration Rights Agreement also contains certain indemnification and contribution provisions under which the Company and the Investor have agreed to indemnify each other against certain liabilities.
