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 May 2024
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 ☒ Form 40-F ☐
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), on Form F-1, as amended (File No. 333-266050), Form F-1 (File No. 333-276505), and Form F-1 (File No. 333-279153), 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of such registration statements and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Entry Into Material Agreement
As of May 23, 2024, Evaxion Biotech A/S (the “Company”) entered into an Amendment to Series A Warrant to Subscribe for Ordinary Shares Represented by American Depositary Shares (the “Warrant Amendment”) with each of the holders of the Company’s Series A Warrants to purchase up to 3,750,000 American Depositary Shares (“ADSs”) representing 37,500,000 ordinary shares. The Warrant Amendment amends and converts the Series A Warrant exercise price per ADS from $4.00 to 27.52 DKK (Danish Kroner), subject to adjustment. The Warrant Amendment also provides that for a period of sixty (60) days, the Company will not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, ordinary shares or ordinary share equivalents or file any registration statement or any amendment or supplement thereto, or file a registration statement on Form S-8 in connection with any employee benefit plan, in each case other than with respect to an Exempt Issuance as defined in the underlying warrant agreement, the Form F-1 registration statement filed by the Company with the Commission on May 6, 2024 and any amendments or supplements thereto and the securities identified therein related to the Company’s private placement that closed on December 21, 2023, and for the Warrant Amendment.
The Warrant Amendment is filed as Exhibit 10.1 to this Current Report on Form 6-K and incorporated herein by reference. The foregoing description of such agreement and the transactions contemplated thereby are qualified in their entirety by reference to such exhibit. In addition, the Agreement has been included to provide information regarding its terms. The Agreement is not intended to provide any other information about the Company.
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: May 24, 2024 | By: | /s/ Christian Kanstrup |
| | | Christian Kanstrup Chief Executive Officer |
