This Registration Statement
on Form S-8
is being filed
for the purpose
of registering an
additional 3,186,306 shares
of
Class
A
common
stock,
par
value
$0.0001
per
share
(the
“Class
A
Common
Stock”),
of
Vaxxinity,
Inc.
(the
“Registrant”) issuable under
the Registrant’s
2021 Omnibus Incentive
Compensation Plan (the “Plan”),
representing
an increase of 3,186,306
shares of Class A Common Stock reserved under the Plan effective as of January 1, 2023 as
a
result
of
the
operation
of
the
Plan’s
automatic
annual
increase
provision.
This
Registration
Statement
registers
additional securities
of the same
class as other
securities for
which a registration
statement filed
on Form S-8
of the
Registrant relating to an employee bene
fit plan is effective (File No.
333-261061). Pursuant to Instruction E of Form
S-8,
the
contents
of
the
Registrant’s
registration
statement
on
Form
S-8
filed
with
the
Securities
and
Exchange
Commission
on
November
15,
2021
(File
No.
333-261061),
except
for
Item 6
“Indemnification
of
Directors
and
Officers” and Item 8 “Exhibits”,
are incorporated by reference herein.
INFORMATION REQUIRED
IN THE REGISTRATION
STATEMENT
Item 6. Indemnification of Directors and Officers.
We
have
entered
into
indemnification
agreements
with
each
of
our
current
directors
and
executive
officers.
These agreements require us to indemnify these individuals to
the fullest extent permitted under Delaware law against
liabilities that may
arise by reason
of their service
to us, and
to advance expenses
incurred as a
result of any
proceeding
against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our
future directors and executive officers.
Section 145
of
the
Delaware
General
Corporation
Law
(the
“DGCL”)
provides
that
a
corporation
may
indemnify directors
and officers
as well
as other
employees and
individuals
against expenses
(including
attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with
any
threatened,
pending
or
completed
actions,
suits or
proceedings
in
which
such
person
is made
a
party
by
reason
of
such
person
being
or
having
been
a
director,
officer,
employee
or
agent
to
the
Registrant.
The
DGCL
provides that Section 145 is
not exclusive of other
rights to which those
seeking indemnification may be
entitled under
any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise. Our amended and restated bylaws
provide for indemnification by the Registrant of its
directors, officers and employees to the fullest extent permitted by
the DGCL.
Section 102(b)(7)
of the
DGCL permits
a corporation
to provide
in its
charter that
a director
or officer
of the
corporation shall
not be
personally liable
to the
corporation or
its stockholders
for monetary
damages for
breach of
fiduciary duty as a director or officer, except for liability of (1) a director or officer
for any breach of the director’s or
officer’s duty of loyalty to the
corporation or its stockholders, (2)
a director or officer for
acts or omissions not
in good
faith or which involve
intentional misconduct or
a knowing violation of
law, (3)
a director for payments of
unlawful
dividends
or unlawful
stock purchases
or redemptions,
(4) a
director or
officer
for any
transaction from
which the
director
or
officer
derived
an
improper
personal
benefit,
or
(5)
an
officer
in
any
action
by
or
in
the
right
of
the
corporation. The
certificate of
incorporation,
as amended,
of the
Registrant provides
for such
limitation of
liability
with respect to directors of the corporation.
We
maintain standard policies of
insurance under which coverage
is provided (a) to our
directors and officers
against loss arising from
claims made by reason
of breach of duty
or other wrongful act and
(b) to us with respect to
payments we may make to our officers and
directors pursuant to the above indemnification provision
or otherwise as
a matter of law.
