PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JANUARY 30, 2024
UP TO 2,032,520 AMERICAN DEPOSITARY SHARES REPRESENTING
20,325,200 ORDINARY SHARES
AND UP TO 2,032,520 PRE-FUNDED WARRANTS TO PURCHASE UP TO
2,032,520 AMERICAN DEPOSITARY SHARES
AND UP TO 2,032,520 SERIES A WARRANTS TO PURCHASE UP TO
2,032,520 AMERICAN DEPOSITARY SHARES
AND PLACEMENT AGENT WARRANTS TO PURCHASE UP TO 101,626 AMERICAN
DEPOSITARY SHARES
(and 2,032,520 American Depositary Shares representing 20,325,200 ordinary shares underlying the Pre-Funded Warrants and 2,032,520 American Depositary Shares representing 20,325,200 ordinary shares underlying the Series A Warrants and 101,626 American Depositary Shares representing 1,016,260 ordinary shares underlying the Placement Agent Warrants)
Evaxion Biotech A/S
We are offering up to 2,032,520 American Depositary Shares (“ADSs”) representing an aggregate of 20,325,200 ordinary shares, DKK 1 nominal value per share, together with Series A warrants to purchase up to 2,032,520 ADSs representing 20,325,200 ordinary shares (the “Warrants”). The ADSs and Warrants will be sold in a fixed combination, with each ADS accompanied by one Warrant to purchase one ADS. The ADSs and Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. The assumed public offering price for each ADS and accompanying Warrant is $7.38, which is based upon the closing price of our ADSs on The Nasdaq Capital Market on January 26, 2024. The Warrants will have an exercise price per share of $ and will be immediately exercisable for a term of five (5) years from the date of issuance. The recent market price used throughout this prospectus may not be indicative of the final offering price. The final public offering price will be determined through negotiation between us and investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.
We are also offering to certain purchasers whose purchase of ADSs in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares, including ordinary shares represented by ADSs immediately, following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants, in lieu of ADSs that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our ADSs. The public offering price of each pre-funded warrant will be equal to the price at which an ADS is sold to the public in this offering, minus an amount in US dollars equal to DKK 10 at the time of pricing of this offering, which amount is equal to $1.479 as of the date of the prospectus, and the exercise price of each pre-funded warrant will be $1.479 per ADS, provided that such exercise price shall not be less than the USD equivalent to DKK 10 at the time of exercise. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant we sell, the number of ADSs we are offering will be decreased on a one-for-one basis. The ADSs and pre-funded warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. This prospectus also relates to the ADSs issuable upon exercise of the Warrants and any pre-funded warrants sold in this offering.
There is no established public trading market for the Warrants and pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Warrants and pre-funded warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited.
This offering will terminate on March 1, 2024, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering.
Our ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “EVAX”. On January 26, 2024, the closing trading price for our ADSs, as reported on Nasdaq, was $7.38 per ADS.
On January 22, 2024, we effected a change to the ratio of our ADSs to our ordinary shares from one ADS representing one (1) ordinary share to one ADS representing ten (10) ordinary shares, or the ADS Ratio Change. Except as otherwise indicated, all information in this prospectus, including the number of ADSs being offered and the assumed offering price gives retroactive effect to the ADS Ratio Change. The assumed market price and number of securities to be sold used throughout this prospectus may not be indicative of the final offering price and number of securities to be sold in this offering.
We have engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as our exclusive Placement Agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent the Placement Agent Fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. The investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. We will bear all costs associated with the offering. See “Plan of Distribution” on page 275 of this prospectus for more information regarding these arrangements. We are a “foreign private issuer,” and an “emerging growth company” each as defined under the federal securities laws, and, as such, we are subject to reduced public company reporting requirements. See the section entitled “Prospectus Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.
Investing in our securities involves a high degree of risk. Before buying any ADSs, you should carefully read the discussion of material risks of investing in the ADSs and the company. See “Risk Factor Summary” beginning on page 16 for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| | | Per ADS and Warrant | | | Per Pre-Funded Warrant and Warrant | | | Total | |
Public offering price | | | | $ | | | | | | $ | | | | | | $ | | | |
Placement Agent Fees(1) | | | | $ | | | | | | $ | | | | | | $ | | | |
Proceeds to us (before expenses)(2) | | | | $ | | | | | | $ | | | | | | $ | | | |
(1)
We have agreed to pay the Placement Agent cash fee equal to 7.5% of the gross proceeds raised in this offering. We have also agreed to reimburse the Placement Agent for its non-accountable expenses in the amount of $35,000, for its legal fees and expenses and other out-of-pocket expenses in an amount up to $100,000 (plus an additional $50,000 for the fees and expenses of local legal counsel), and for its clearing expenses in the amount of $15,950. In addition, we have agreed to issue to the Placement Agent, warrants to purchase up to a number of our ADSs equal to 5.0% of the number of ADSs being offered, including the ADSs issuable upon exercise of any pre-funded warrants, at an exercise price equal to 135% of the public offering price per ADS and accompanying Warrant. See “Plan of Distribution” for additional information and a description of the compensation payable to the Placement Agent.
(2)
We estimate the total expenses of this offering payable by us, excluding the Placement Agent fee, will be approximately $0.8 million. Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. For more information, see “Plan of Distribution.”
We anticipate that delivery of the securities against payment will be made on or about , 2024, subject to satisfaction of customary closing conditions.
H.C. Wainwright & Co.
Prospectus dated, 2024