| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 18, 2022, Vaccinex, Inc. (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) pursuant to which the Company agreed to issue and sell to the investors named therein an aggregate of 6,112,031 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), at a purchase price of $0.5293 per Share. Two of the investors thereafter exercised options provided for under the Stock Purchase Agreement to purchase an aggregate of an additional 660,465 shares of Common Stock on the same terms and conditions and, on November 22, 2022, the Company entered into a joinder with an additional investor (the “Joinder”) pursuant to which the Company agreed to issue and sell to the investor (together with the original investors, the “Investors”) an additional 370,000 shares of Common Stock, also on the same terms and conditions. The closing of the sale of shares under the Stock Purchase Agreement (the “Private Placement”) occurred on November 23, 2022, and the Company issued an aggregate of 7,142,496 shares of Common Stock (the “Shares”) for aggregate gross proceeds of approximately $3.8 million. The Company intends to use the net proceeds from the Private Placement to fund the ongoing development and clinical trials of its lead drug candidate, pepinemab, in cancer and neurodegenerative disease and for working capital and general corporate purposes.
Several of the Investors are or are affiliated with directors or officers of the Company: Vaccinex (Rochester), L.L.C., which is controlled by Maurice Zauderer, Ph.D., the Company’s president, chief executive officer and a member of its board of directors (the “Board”); FCMI Parent Co., which is controlled by chairman of the Board Albert D. Friedberg; Gee Eff Services Limited, which is controlled by Jacob Frieberg, one of the Company’s directors; and Gerald E. Van Strydonck, another of the Company’s directors.
The sale of the Shares was not registered under the Securities Act of 1933, as amended (the “1933 Act”), and the Shares were 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. Each of the Investors represented that it is an “accredited investor” within the meaning of Rule 501 of Regulation D, was acquiring the Shares for its own account, and had no direct or indirect arrangement or understanding with any other persons to distribute or regarding the distribution of such Shares. The Shares were offered and sold without any general solicitation by the Company or its representatives.
In connection with the Private Placement, on November 22, 2022, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain of the Investors that affords such Investors certain registration rights with respect to the Shares. Under the Registration Rights Agreement, the Company agreed, among other things, to use its reasonable best efforts to file with the SEC a registration statement covering the resale of the Investors’ Shares within 75 calendar days from the closing of the Private Placement and commercially reasonable efforts to cause such registration statement to become effective on or prior to 105 calendar days from the closing date. In addition, the Company agreed to use commercially reasonable efforts to keep the registration statement effective until the Shares have been sold thereunder or 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 Investors. In addition, those Investors are entitled to 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 Investors have agreed to indemnify each other against certain liabilities.
