UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2023
Commission File Number: 001-39950
Evaxion Biotech A/S
(Exact Name of Registrant as Specified in Its Charter)
Dr. Neergaards Vej 5f
DK-2970 Hoersholm
Denmark
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference in Evaxion Biotech A/S’s registration statements on Form S-8 (File No. 333-255064), on Form F-3 (File No. 333-265132) and on Form F-1, as amended (File No. 333-266050), including any prospectuses forming a part of such registration statements and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Sale of Shares in ATM Program
During the period between November 14, 2023 and November 30, 2023, Evaxion Biotech A/S (the “Company”) sold 251,632 American Depositary Shares (the “ADSs”), representing the Company’s ordinary shares, DKK 1 nominal value with each ADS representing one (1) ordinary share, at a volume weighted average price (VWAP) of USD $0.78 per ADS. The ADSs were sold in an at-the-market (ATM) offering pursuant to the terms and subject to the conditions contained in that certain Capital Demand™ Sales Agreement between the Company and Jones Trading Institutional Services LLC dated October 3, 2022. After deducting fees and expenses, total proceeds to the Company from the sales of the ADSs were approximately $189,160.61. In connection with such sales, the Company registered aggregate share capital increases of nominal DKK 251,632 with the Danish Business Authority as follows: a capital increase of 19,387 with effective date of November 15, 2023, a capital increase of 77,119 with effective date of November 16, 2023, a capital increase of 43,950 with effective date of November 21, 2023, a capital increase of 21,136 with effective date of November 21, 2023, a capital increase of 24,316 with effective date of November 30, 2023 and a capital increase of 65,724 with effective date of December 4, 2023, all corresponding to an aggregate increase in the Company’s share capital to nominal DKK 28,170,882 through the issuance of such 251,632 ADSs representing the Company’s ordinary shares.
The Company’s Articles of Association were amended to reflect these issuances of these ordinary shares and are attached hereto as Exhibit 1.1.
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Evaxion Biotech A/S |
| | |
| Date: December 8, 2023 | By: | /s/ Christian Kanstrup |
| | | Christian Kanstrup Chief Executive Officer |
