| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Evaxion Biotech A/S (Name of Issuer) |
American Depositary Shares, each representing fifty Ordinary Shares, DKK 0.25 nominal value per share (Title of Class of Securities) |
29970R204 (CUSIP Number) |
01/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 29970R204 |
| 1 | Names of Reporting Persons Merck & Co., Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEW JERSEY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 63,004,142.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 19.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, CO |
Comment for Type of Reporting Person:
(Rows 6, 8 and 9) Consists of (a) 60,706,348 ordinary shares, DKK 0.25 nominal value per share ("Ordinary Shares") of Evaxion Biotech A/S (the "Issuer") (represented by 1,214,126 American Depositary Shares ("ADSs"), rounded down to the nearest whole ADS) and (b) warrants to purchase 2,297,794 Ordinary Shares (represented by 45,955 ADSs, rounded down to the nearest whole ADS) ("Private Placement Warrants"), in each case held by Merck Global Health Innovation Fund, LLC ("MGHIF"), an indirect wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Each ADS represents fifty (50) Ordinary Shares.
(Row 11) Percentage calculated using a denominator of 315,626,431 Ordinary Shares, reflecting (a) the 313,328,637 Ordinary Shares issued and outstanding as of January 31, 2025 based on information provided to the Reporting Persons by the Issuer, plus (b) the 2,297,794 Ordinary Shares (represented by 45,955 ADSs, rounded down to the nearest whole ADS) issuable upon the exercise of Private Placement Warrants held by MGHIF.
SCHEDULE 13G |
| CUSIP No. | 29970R204 |
| 1 | Names of Reporting Persons Merck Sharp & Dohme LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEW JERSEY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 63,004,142.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 19.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(Rows 6, 8 and 9) Consists of (a) 60,706,348 Ordinary Shares (represented by 1,214,126 ADSs, rounded down to the nearest whole ADS) and (b) Private Placement Warrants to purchase 2,297,794 Ordinary Shares (represented by 45,955 ADSs, rounded down to the nearest whole ADS), in each case held by MGHIF, a wholly owned subsidiary of Merck Sharp & Dohme LLC ("MSD"). Each ADS represents fifty (50) Ordinary Shares.
(Row 11) Percentage calculated using a denominator of 315,626,431 Ordinary Shares, reflecting (a) the 313,328,637 Ordinary Shares issued and outstanding as of January 31, 2025 based on information provided to the Reporting Persons by the Issuer, plus (b) the 2,297,794 Ordinary Shares (represented by 45,955 ADSs, rounded down to the nearest whole ADS) issuable upon the exercise of Private Placement Warrants held by MGHIF.
SCHEDULE 13G |
| CUSIP No. | 29970R204 |
| 1 | Names of Reporting Persons Merck Global Health Innovation Fund, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 63,004,142.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 19.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(Rows 6, 8 and 9) Consists of (a) 60,706,348 Ordinary Shares (represented by 1,214,126 ADSs, rounded down to the nearest whole ADS) and (b) Private Placement Warrants to purchase 2,297,794 Ordinary Shares (represented by 45,955 ADSs, rounded down to the nearest whole ADS), in each case held by MGHIF. Each ADS represents fifty (50) Ordinary Shares.
(Row 11) Percentage calculated using a denominator of 315,626,431 Ordinary Shares, reflecting (a) the 313,328,637 Ordinary Shares issued and outstanding as of January 31, 2025 based on information provided to the Reporting Persons by the Issuer, plus (b) the 2,297,794 Ordinary Shares (represented by 45,955 ADSs, rounded down to the nearest whole ADS) issuable upon the exercise of Private Placement Warrants held by MGHIF.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Evaxion Biotech A/S | |
| (b) | Address of issuer's principal executive
offices: Dr. Neergaards Vej 5F Horsholm, G7, 2970 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G/A is being filed on behalf of the following:
i. Merck & Co., Inc. ("Merck");
ii. Merck Sharp & Dohme LLC ("MSD"), which is a wholly owned subsidiary of Merck; and
iii. Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of MSD and an indirect wholly owned subsidiary of Merck.
Merck, MSD and MGHIF are collectively referred to in this Schedule 13G/A as the "Reporting Persons."
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G/A as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended. | |
| (b) | Address or principal business office or, if
none, residence: i. The address of the principal business office for Merck is: 126 East Lincoln Avenue, Rahway, NJ 07065.
ii. The address of the principal business office of MSD is: 126 East Lincoln Avenue, Rahway, NJ 07065.
iii. The address of the principal business office of MGHIF is: 126 East Lincoln Avenue, Rahway, NJ 07065. | |
| (c) | Citizenship: i. Merck is a New Jersey corporation.
ii. MSD is a New Jersey limited liability company.
iii. MGHIF is a Delaware limited liability company. | |
| (d) | Title of class of securities: American Depositary Shares, each representing fifty Ordinary Shares, DKK 0.25 nominal value per share | |
| (e) | CUSIP No.: 29970R204 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: (a)(c) The information relating to the beneficial ownership of Ordinary Shares by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference. The holdings of Ordinary Shares reported herein are held in the form of American Depositary Shares ("ADSs"), each ADS representing fifty (50) Ordinary Shares.
In addition, MGHIF directly holds (i) warrants to purchase 62,500 ADSs representing 3,125,000 Ordinary Shares (the "Series A Warrants"), and (ii) warrants to purchase 553,505 ADSs representing 27,675,250 Ordinary Shares (the "January 2025 Warrants" and together with the Series A Warrants, the "Ordinary Warrants"). The Ordinary Warrants are immediately exercisable at the election of MGHIF, except that the Ordinary Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of any portion of the Ordinary Warrants to the extent that, following any such exercise, MGHIF, together with its affiliates and other attribution parties, would beneficially own more than 9.99% of the Ordinary Shares outstanding (including Ordinary Shares underlying any ADSs). MGHIF is currently prohibited from exercising the Ordinary Warrants by virtue of the Beneficial Ownership Blocker.
The ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on 315,626,431 Ordinary Shares outstanding, reflecting (a) the 313,328,637 Ordinary Shares issued and outstanding as of January 31, 2025 based on information provided to the Reporting Persons by the Issuer, plus (b) the 2,297,794 Ordinary Shares (represented by 45,955 ADSs, rounded down to the nearest whole ADS) issuable upon the exercise of the Private Placement Warrants held by MGHIF. As a result of the Beneficial Ownership Blocker, the information relating to the beneficial ownership of Ordinary Shares by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto excludes the effect of the 62,500 ADSs representing 3,125,000 Ordinary Shares issuable upon the exercise of the Series A Warrants and the 553,505 ADSs representing 27,675,250 Ordinary Shares issuable upon exercise of the January 2025 Warrants held by MGHIF. | |
| (b) | Percent of class: | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: | ||
| (ii) Shared power to vote or to direct the
vote: | ||
| (iii) Sole power to dispose or to direct the
disposition of: | ||
| (iv) Shared power to dispose or to direct the
disposition of: | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
The reported securities are owned directly by MGHIF, which is a wholly owned subsidiary of MSD. MSD is a wholly owned subsidiary of Merck. MSD and Merck are indirect beneficial owners of the reported securities. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on January 23, 2024). |