UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant   ☐☒                            Filed by a partyParty other than the Registrant  ☐

Check the appropriate box:

Vaccinex, Inc.

(Name of Registrant as Specified In Itsin its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

VACCINEX, INC.

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

MAY 14, 2019FEBRUARY 8, 2024

The annualA special meeting of stockholders (the “Special Meeting”) of Vaccinex, Inc. (the “Company,” “we,” “our,” or “us”) will be held at our corporate headquarters, located at 1895 Mount Hope Avenue, Rochester, New York 14620, on Tuesday, May 14, 2019Thursday, February 8, 2024 at 1:10:00 p.m.a.m., Eastern Time, for the following purposes, which are more fully described in the accompanying proxy statement:

Our board of directors has fixed the close of business on March 28, 2019December 29, 2023 as the record date for determining the stockholders entitled to notice of and to vote at the annual meetingSpecial Meeting and at any adjournment of the annualspecial meeting.

						By Order of the Board of Directors
						Dr. Maurice Zauderer
						President and Chief Executive Officer
Rochester, New York
April 9, 2019

Rochester, New York

January 8, 2024

Your Vote is ImportantImportant. .Whether or not you expect to participate inattend the annual meeting of stockholders,Special Meeting, we hope you will vote as soon as possible. You may vote by the internet, by telephone or by mailing a proxy card or voting instruction form. We encourage you to vote using the internet, as it is the most cost-effective way to vote. If you own your shares through a broker, we encourage you to follow the instructions provided by your broker aboutregarding how to vote.vote your shares. Unless you provide your broker with voting instructions, your broker may not vote your shares on non-discretionary items. See the proposal to elect the two director nominees.“What happens if I do not give specific voting instructions?” section, below.

TABLE OF CONTENTS

VACCINEX, INC.

PROXY STATEMENT

FOR

THE 2019 ANNUALSPECIAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THISTHESE PROXY MATERIALMATERIALS AND VOTING

Why am I receiving these materials?

The board of directors (the “Board”) of Vaccinex, Inc. (“Vaccinex,” the “Company,” “we,” “our,” or “us”), a Delaware corporation, is providing these proxy materials to you, and is soliciting the enclosed proxy, for use at the annualspecial meeting of stockholders (the “Annual“Special Meeting”) to be held on Tuesday, May 14, 2019Thursday, February 8, 2024 at 1:10:00 p.m.a.m., Eastern Time, or at any adjournment of the meeting, for the purposes set forth in this proxy statement and in the accompanying notice of annualspecial meeting of stockholders. The AnnualSpecial Meeting will be held at our corporate headquarters, located at 1895 Mount Hope Avenue, Rochester, New York 14620. For directions to our corporate headquarters, please contact our Corporate Secretary at (585)231-1186.

We are first mailing these proxy solicitation materials to stockholders on or about April 9, 2019.January 8, 2024.

What is “householding” and how does it impact me?

With regard to the delivery of Proxy Statements and Annual Reports, under certain circumstances the SEC permits a single set of these documents or, where applicable, one notice, to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder, however, still receives a separate proxy card. This procedure, known as “householding,” reduces the amount of duplicate information received at a household and reduces delivery and printing costs as well. A number of banks, brokers and other firms have instituted householding and have previously sent a notice to that effect to certain of our stockholders whose shares are registered in the name of the bank, broker or other firm. As a result, unless the stockholders receiving the notice gave contrary instructions, only one Annual Report and/or Proxy Statement, as applicable, will be delivered to an address at which two (2) or more stockholders reside. If any stockholder residing at the address wishes to receive a separate Proxy Statement for the Special Meeting or for future stockholder meetings, the stockholder should telephone toll-free 1-800-579-1639, or write to Vaccinex, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. A separate set of proxy materials relating to the Special Meeting will be sent promptly following receipt of your request. In addition, if any stockholder who previously consented to householding desires to receive a separate copy of a Proxy Statement or Annual Report, as applicable, for each stockholder at his or her same address, the stockholder should contact his or her bank, broker or other firm in whose name the shares are registered or contact us at our corporate headquarters, located at 1895 Mount Hope Avenue, Rochester, New York 14620, or by telephone at (585) 271-2700. Similarly, a stockholder may use any of these methods if the stockholder is receiving multiple copies of a Proxy Statement or Annual Report and would prefer to receive a single copy in the future.

What is included in these proxy materials?

These proxy materials include:

What am I voting on?

There are two mattersis one matter scheduled for a vote:

How does the board of directors recommend I vote?

Our board of directorsBoard recommends that stockholders vote their shares:

How do I vote if my shares are held by a broker, bank or other nominee?

Beneficial owners will receive voting instructions from their broker, bank or other nominee. Your ability to vote by telephone or over the internet depends on your broker or financial institution.institution’s voting process. Please note that if your shares are held by a broker or other financial institution and you wish to vote in person at the AnnualSpecial Meeting, you must bring to the AnnualSpecial Meeting a legal proxy from the broker or other financial institution that gives you the right to vote your shares at the AnnualSpecial Meeting in person.

How many votes are needed to approve each proposal?

The table below shows the vote required to approve each of the proposalsproposal described in this proxy statement, assuming the presence of a quorum, in personvirtually or by proxy, at the AnnualSpecial Meeting.

Our Amended and Restated Bylaws (the “Bylaws”), provide that if you, as a stockholder, want to recommend a nominee for director, you must provide a notice, delivered to or mailed and received at our office not less than 90 days nor more than 120 days prior to the first anniversary date of the preceding year’s annual meeting. Stockholder notices must set forth the specific information as more fully described in our Bylaws. Assuming our 20202024 annual meeting of stockholders is held on the same date as the Annual Meeting,2023 annual meeting, then written notice of a nomination for our 20202024 annual meeting of stockholders must be delivered to our Corporate Secretary at our principal office, 1895 Mount Hope Avenue, Rochester, New York 14620, no later than February 14, 2020.11, 2024.

In addition, our Bylaws provide that for you to properly bring business before a meeting, you must provide timely notice in writing to our Corporate Secretary. To be timely, your notice must be delivered to or mailed and received at our office, not less than 90 days nor more than 120 days prior to the first anniversary date of the preceding year’s annual meeting. Stockholder notices must set forth the specific information as more fully described in our Bylaws. Assuming our 20202024 annual meeting of stockholders is held on the same date as the Annual Meeting,2023 annual meeting, then written notice must be delivered to our Corporate Secretary at our principal office, 1895 Mount Hope Avenue, Rochester, New York 14620, no later than February 14, 2020.11, 2024.

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PROPOSAL ONE:

ELECTIONAPPROVE AND ADOPT A CERTIFICATE OF DIRECTORSAMENDMENT TO OUR CHARTER TO

EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK, AT THE DISCRETION OF THE BOARD

General

Our AmendedBoard has unanimously approved and Restateddeclared advisable and is recommending that our stockholders approve and adopt proposed amendments to our Charter reflected in the Certificate of Incorporation currently provides forAmendment in substantially the form attached hereto as Annex A to effect a classified boardreverse stock split of directors consisting of three classes of directors, each serving staggered three-year terms. As a result, only a portionall of our boardissued shares of directors is elected each year.

The termcommon stock by one of threeseveral fixed ratios between 1-for-4 and 1-for-14 without changing the number of our directors, Alan L. Crane, J. Jeffrey Goater and Bala S. Manian, will expire atauthorized shares (the “Reverse Stock Split”), with the 2019 annual meeting. Mr. Crane is not standing forre-election atfinal decision of whether to proceed with the Annual Meeting.

Based onReverse Stock Split, the recommendationeffective time of the nominatingReverse Stock Split, and corporate governance committee, we have nominated Mr. Goaterthe exact ratio of the Reverse Stock Split to be determined by our Board, in its sole discretion and Dr. Manian, each to serve for a three-year term expiring in 2022.

The board of directors recommends that you vote FORwithout further action by the election of each of Mr. GoaterCompany’s stockholders. If this proposal is approved and Dr. Manian.

Unless authority to vote foradopted and should our Board proceed with the Reverse Stock Split, the exact ratio shall be set at one of the nomineessix reverse stock split ratios, identified as “Amendments A, B, C, D, E, and F” as determined by our Board in its sole discretion.

We are proposing that the Board have the discretion to select the Reverse Stock Split ratio from one of the six fixed ratios, rather than proposing that stockholders approve a specific ratio at this time, in order to give the Board the flexibility to implement a Reverse Stock Split at a ratio that reflects the Board’s then-current assessment of the factors described below under “Criteria to be Used for Determining Whether to Implement Reverse Stock Split.” We believe that enabling the Board to set the ratio of the Reverse Stock Split from one of six fixed ratios between 1-for-4 and 1-for-14 is specifically withheld accordingin the best interests of the Company’s stockholders because it will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for the Company and its stockholders and because it is not possible to predict market conditions at the time the Reverse Stock Split would be implemented.

If this Proposal One is approved and adopted by our stockholders and ultimately implemented by our Board, all issued shares of our common stock will be affected, meaning all outstanding shares of common stock held by our stockholders and all shares of common stock held by the Company as treasury stock will change. Because the number of issued shares of common stock will be reduced in the Reverse Stock Split without a corresponding reduction in authorized shares of common stock, the Reverse Stock Split will have the net effect of increasing the number of shares of common stock available for issuance relative to the instructions on your proxy card, proxiesnumber of shares issued and outstanding. The Board believes that this relative increase in the availability of authorized common stock will provide the Company with more flexibility to execute potential future capital-raising transactions that involve the issuance of common stock.

For the convenience of our stockholders, the Certificate of Amendment attached hereto as Annex A indicates in brackets, for each of Amendments A, B, C, D, E, and F the ratio for the Reverse Stock Split. Each of Amendments A, B, C, D, E, and F has been approved by our Board. By approving the Reverse Stock Split, stockholders will be voted FORapproving each of Amendments A, B, C, D, E, and F. However, only the election of Mr. Goater and Dr. Manian.

We do not contemplate that anyversion of the nomineesCertificate of Amendment that sets forth the Amendment providing for the final ratio determined by our Board to be implemented will be unablefiled with the Secretary of State of the State of Delaware and become effective, whereupon each of the other four versions of the Certificate of Amendment that were approved by stockholders as part of this proposal will automatically be deemed to servehave been abandoned by our Board.

If the stockholders approve and adopt the Reverse Stock Split, and our Board decides to implement it, the Reverse Stock Split will become effective as of a director, butdate and time to be determined by the Board that will be specified in the Certificate of Amendment (the “Effective Time”). If the Board does not decide to implement the Reverse Stock Split by the date that is the one-year anniversary of the date stockholders approve and adopt the Reverse Stock Split, the authority granted in this proposal to implement the Reverse Stock Split will terminate.

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The Reverse Stock Split, if implemented, will be realized simultaneously for all issued common stock. The Reverse Stock Split, if implemented, will affect all holders of common stock uniformly and each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split as that contingency should occurstockholder held immediately prior to the votingReverse Stock Split, except for immaterial adjustments that may result from the treatment of fractional shares as further described below. As of the proxies,Record Date, there were                  shares of common stock issued. Based on such number of shares of common stock issued, immediately following the persons namedeffectiveness of the Reverse Stock Split (without giving effect to the issuance of whole shares in lieu of fractional shares), we will have, depending on the Reverse Stock Split ratio selected by the Board, issued shares of stock as illustrated in the enclosed proxy reservetables under the caption “Principal Effects of the Reverse Stock Split—General.” The Reverse Stock Split, if implemented, will not change the par value of our common stock but it will affect outstanding stock options, restricted stock awards, time-based and performance-based restricted stock units and other stock-based awards, as described in “Principal Effects of Reverse Stock Split on Stock Plans and Equity Awards Thereunder” below.

Background and Reasons for the Reverse Stock Split

The Board believes that effecting the Reverse Stock Split would help us to:

Each of these potential benefits are discussed in more detail below.

In evaluating whether to seek stockholder approval for the Reverse Stock Split, the Board also took into consideration negative factors associated with reverse stock splits. These factors include the negative perception of reverse stock splits that investors, analysts and other stock market participants may hold; the fact that the stock prices of some companies that have effected reverse stock splits have subsequently declined, sometimes significantly, following their reverse stock splits; the possible adverse effect on liquidity that a reduced number of outstanding shares could cause; and the costs associated with implementing a reverse stock split.

Accordingly, after taking into account the negative factors associated with reverse stock splits and based on the positive factors discussed herein, the Board believes that being able to effect the Reverse Stock Split is in the best interests of the Company and its stockholders.

Maintain Our Listing on Nasdaq

Our Board is seeking stockholder approval of the Reverse Stock Split with the primary intent of increasing the price of our common stock in order to meet the Nasdaq Stock Market’s minimum price per share criteria for continued listing on that exchange. Our common stock currently is publicly traded and listed on the Nasdaq Capital Market under the symbol “VCNX.” On October 10, 2022, we received a notification letter from the Nasdaq Listing Qualifications Staff notifying us that the closing bid price for our common stock had been below $1.00 for the previous 30 consecutive business days and that we therefore are not in compliance with the minimum bid price requirement for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we received a second 180-day compliance period, or until October 9, 2023, to regain compliance with the minimum bid price requirement. On September 25, 2023 we effected a 1-for-15 reverse stock split where every fifteen shares of our issued common stock was automatically combined into one share of common stock. Our common stock did not trade at or higher than $1.00 for ten consecutive business days after the September reverse split, and as such, we did not regain compliance with the minimum bid price requirement by October 9, 2023 and received a notice from Nasdaq that our stock is subject to delisting. We appealed the delisting notice and received an extension until March 4, 2024

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to regain compliance with the minimum bid price requirement, subject to obtaining stockholder approval for the Reverse Stock Split by February 8, 2024, effecting the Reverse Stock Split by February 20, 2024, and maintaining a $1 or more per share closing bid price for a minimum of ten consecutive trading sessions by March 4, 2024. There can be no assurance that we will be granted additional time to regain compliance by the Nasdaq Hearings Panel or will be able to regain compliance with the Nasdaq minimum bid price requirements or that our common stock will continue to be listed on Nasdaq. It is the Board’s intent to implement a reverse stock split, if necessary, to regain compliance with the minimum bid price requirement by March 4, 2024. Our Board’s principal reason for seeking approval of the Reverse Stock Split is to establish a mechanism for the price of our common stock to meet Nasdaq’s minimum bid price requirement.

As of the Record Date, the closing price of one share of our common stock was $0.6648. The Reverse Stock Split, if effected, should have the immediate effect of increasing the price of our common stock as reported on Nasdaq, therefore reducing the risk that our common stock could be delisted from Nasdaq.

Our Board believes that the Reverse Stock Split may be necessary to maintain our listing on Nasdaq. Accordingly, the Board recommended that our stockholders approve the Certificate of Amendment to effect the Reverse Stock Split and directed that this proposal be submitted to our stockholders for approval at the Special Meeting.

Failure to approve the Reverse Stock Split may have serious, adverse effects on the Company and its stockholders. Our common stock could be delisted from Nasdaq because shares of our common stock may continue to trade below the requisite $1.00 per share price needed to maintain our listing in accordance with the bid price rule. Our shares may then be quoted on the OTC Bulletin Board or other small trading markets, which are generally considered to have less volume and be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market. Many investors likely would not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange, or other reasons. In that event, the common stock could trade thinly as a microcap or penny stock, decrease to nominal levels of trading and be unattractive to retail and institutional investors, impairing the liquidity of our common stock.

Even if the Reverse Stock Split is approved and implemented, we may not be able to maintain our Nasdaq listing due to failure to satisfy other continued listing requirements. On May 27, 2023, we received a letter from the Listing Qualifications Staff of Nasdaq indicating that we did not comply with the minimum stockholders’ equity requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(1) because: (i) our stockholders’ equity was less than the required minimum of $2,500,000; and (ii) as of May 24, 2023, we did not meet the alternative compliance standards of market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. Nasdaq provided us 45 calendar days from the date of the Notification, or until July 9, 2023, to submit a plan to regain compliance with the Equity Standard, which we timely submitted on July 7, 2023 and was accepted on July 18, 2023. We were granted an extension of up to 180 calendar days from the date of the notification letter, or until November 21, 2023, to regain compliance with the Equity Standard. On October 3, 2023 we raised aggregate gross proceeds of $9.60 million in a public offering of common stock and common stock equivalents, with accompanying warrants. After conducting the public offering we received a letter from Nasdaq indicating we were in compliance with Nasdaq’s Equity Standard. However, there can be no assurance that the Company will be able to maintain compliance with the Equity Standard. Furthermore, we may fail to maintain compliance with other continued listing requirements.

Increase the Per Share Price of Common Stock

If the Board chooses to effect the Reverse Stock Split, we believe it would increase the per share price of our common stock. In determining to seek authorization for this proposal, the Board considered that, by

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effectively condensing a number of pre-split shares into one share of common stock, the market price of a post-split share should generally be greater than the current market price of a pre-split share.

Maintain or improve the Marketability and Liquidity of the Common Stock

The Board believes that continued listing on Nasdaq provides overall credibility to an investment in the common stock, given the stringent listing and disclosure requirements of Nasdaq. In addition to addressing this Nasdaq listing matter, we believe that the increased market price of our common stock expected as a result of implementing the Reverse Stock Split will improve the marketability and liquidity of our common stock and will encourage interest and trading in our common stock. For example, certain practices and policies favor higher- priced securities listed on a national securities exchange, like Nasdaq, over lower-priced securities quoted on the over-the-counter markets:

We believe that the Reverse Stock Split, if effected, could increase analyst and broker interest in our common stock by avoiding these internal policies and practices. Increasing visibility of our common stock among a larger pool of potential investors could result in higher trading volumes. We also believe that the Reverse Stock Split may make our common stock a more attractive and cost-effective investment for many investors, which could enhance the liquidity of the common stock for our stockholders. These increases in visibility and liquidity could also help facilitate future financings and give management more flexibility to focus on executing our business strategy, which includes the strategic management of authorized capital for business purposes. Additionally, the net result of the Reverse Stock Split without a corresponding adjustment in authorized shares would result in an effective increase in authorized common stock. The Board believes that this effective increase in the availability of authorized common stock will provide the Company with more flexibility to execute potential future capital-raising transactions that involve the issuance of common stock.

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Criteria to be Used for Determining Whether to Implement Reverse Stock Split

In determining whether and when to effect the Reverse Stock Split and which Reverse Stock Split ratio to implement, if any, following receipt of stockholder approval of this proposal, the Board may consider factors such as:

The Board reserves the right to vote for such substitute nominee or nominees as they,elect to abandon the Reverse Stock Split (including all of the fixed reverse stock split ratios), notwithstanding stockholder approval thereof, if our Board determines, in theirits sole discretion, determine, provided that proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

The SEC’s rules require us to briefly discuss the particular experience, qualifications, attributes or skills that led our board of directors to conclude that each director or nominee for director should serve on our board of directors. We have provided this discussion in a separate paragraph immediately below the biographical information of each director.

percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the directors currently servingReverse Stock Split. There can also be no assurance that the price of our common stock will stay at or above $1.00 for ten consecutive business days, in order to regain compliance with the Nasdaq minimum bid price requirement, or that we will be granted additional time to regain compliance by the Nasdaq Hearings Panel or that our common stock will continue to be listed on each committee.Nasdaq after the Reverse Stock Split.

Each committee acts pursuant to a written charter adopted by our board of directors. The current charter for each board committee is available on our website, Vaccinex.com, under the heading “Corporate Governance.” The information contained on our website is not a part of this proxy statement.

Audit Committeecommon stock and result in higher transaction costs.

The audit committee is responsible for assistingReverse Stock Split may decrease the liquidity of our boardcommon stock because fewer shares would be issued and outstanding after the Reverse Stock Split. In addition, if the Board implements the Reverse Stock Split, more stockholders may own “odd lots” of directorsfewer than 100 shares of common stock, which may be more difficult to sell. Brokerage commissions and other costs of transactions in its oversightodd lots are generally higher than the costs of transactions of more than 100 shares or multiples of 100 shares of common stock. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability of the integrity of our financial statements,common stock as described above.

We may not satisfy the qualifications and independence of our independent auditors, and our internal financial and accounting controls. The audit committee has direct responsibility forNasdaq continued listing requirements following the appointment, compensation, retention (including termination) and oversight of our independent auditors, and our independent auditors report directlyReverse Stock Split.

We cannot assure you that we will be able to the audit committee. The audit committee also prepares the audit committee report that the SEC requires to be included in our annual proxy statement.

The members of the audit committee are Messrs. Van Strydonck (Chair), Frieberg and Goater. Each member of the audit committee, except for Mr. Goater, qualifies as an independent director under the corporate governance standards ofregain compliance with the Nasdaq Listing RulesRules. Even if the Reverse Stock Split is approved and the independence requirements of Rule10A-3 of the Exchange Act. Mr. Goater iseffected, we may not independent underbe successful in satisfying the Nasdaq Listing Rules because Surface has paid Vaccinex over $500,000 for services Vaccinex renderedcontinued listing requirements. Our failure to Surfacesatisfy the Nasdaq continued listing requirements would result in fiscal year 2018. Thephase-in rules set forth in Nasdaq Listing Rule 5615(b)(1),our common stock being delisted from Nasdaq. We and in Rule10A-3(b)(1)(iv)(A)holders of the Securities Exchange Act of 1934, as amended, with respect to audit committees, allow a company listing itsour securities on Nasdaq in connection with its initial public offering to phase in its compliance with Nasdaq’s independent committee requirements such that all members of the committees shallcould be independent within one year of listing. We intend to rely on thisphase-in period with respect tomaterially adversely impacted if our audit committee. Our board of directors has determined that Mr. Van Strydonck qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of RegulationS-K.

A decline in the market price of our common stock after the Reverse Stock Split is approved and effected may result in a greater percentage decline than would occur in the absence of the Reverse Stock Split.

If the Reverse Stock Split is approved and effected and the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of the Reverse Stock Split. The market price of our common stock will, however, also be based upon our performance and other factors, which are unrelated to the number of shares of common stock outstanding.

Effective Time

The Effective Time, if the Reverse Stock Split is approved by stockholders and implemented by us, will be the date and time that will be specified in the Certificate of Amendment.

If, at any employment, severance,time prior to the filing of the Certificate of Amendment with the Delaware Secretary of State, the Board, in its discretion, determines that it is in the best interests of the Company and its stockholders to delay the filing of the Certificate of Amendment or to abandon the Reverse Stock Split, the Reverse Stock Split may be delayed or abandoned, without any further action by our stockholders.

At the Effective Time, the Reverse Stock Split will combine, automatically and without any action on the part of us or our stockholders, the shares of common stock issued and outstanding immediately prior thereto into a lesser number of new shares of common stock in accordance with the Reverse Stock Split ratio determined by the Board within the limits set forth in this proposal, and will round any fractional shares up to the nearest whole share.

Fractional Shares

Stockholders will not receive fractional shares of common stock in connection with the Reverse Stock Split. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the ratio of the Reverse Stock Split will automatically be entitled to receive an additional share of common stock. In other words, any fractional share will be rounded up to the nearest whole number. Shares of common stock held in registered form and shares of common stock held in “street name” (that is, through a broker) for the same stockholder will be considered held in separate accounts and will not be aggregated when effecting the Reverse Stock Split.

Principal Effects of the Reverse Stock Split

General

After the Effective Time, the number of our issued shares of common stock will decrease at the Reverse Stock Split ratio of not less than change-of-control,1-for-4 or other compensatory arrangementsand not more than 1-for-14. The Reverse Stock Split would be effected simultaneously for all executive officersshares of common stock at the same ratio for all shares, resulting in each stockholder owning fewer shares of common stock. The Reverse Stock Split will affect all of our stockholders uniformly and senior management,will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results in any of our stockholders receiving whole shares in lieu of fractional shares as appropriate;described above. Voting rights and other rights and preferences of the holders of common stock will not be affected by the Reverse Stock Split. For example, a holder of 2% of the voting power of the outstanding shares of common stock immediately prior to the Reverse Stock Split would continue to hold 2% of the voting power of the outstanding shares of common stock immediately after the Reverse Stock Split. The number of stockholders of record will not be affected by the Reverse Stock Split. The Reverse Stock Split would not affect our securities law reporting and disclosure obligations, and we would continue to be subject to the periodic reporting requirements of the Exchange Act.

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The principal effects of the Reverse Stock Split will be that:

The following table contains approximate information, based on share information as of the independenceRecord Date, showing the impact of the Reverse Stock Split at the six proposed ratios:

The Reverse Stock Split would have no effect on the rights of existing stockholders, the number of authorized shares of the common stock would remain unchanged, and par value per share would remain unchanged at $0.0001 per share.

After the Certificate of Amendment is effective, the common stock would have a new Committee on Uniform Securities Identification Procedures, or CUSIP number, a number used to identify the common stock.

The common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The implementation of the Reverse Stock Split will not affect the registration of common stock under the Exchange Act. The common stock would continue to be listed on Nasdaq under the symbol “VCNX” immediately following the Reverse Stock Split.

Effect of Reverse Stock Split on Stated Capital

Pursuant to the Reverse Stock Split, the par value of the common stock will remain $0.0001 per share. As a result of the Reverse Stock Split, the stated capital on our balance sheet attributable to common stock (subject to a minor adjustment in respect of the treatment of fractional shares) and the additional paid-in capital account will, in total, not change due to the Reverse Stock Split. However, the allocation between the stated capital attributable to common stock and the additional paid-in capital on our balance sheet will change because there will be fewer shares of common stock outstanding. The stated capital attributable to common stock will decrease, and in turn, the stated capital attributable to the additional paid-in capital will increase. The net income or loss per share of common stock will increase because there will be fewer shares of common stock outstanding. The Reverse Stock Split would be reflected retroactively in our consolidated financial statements. We do not anticipate that any compensation consultant, independent legal counselother accounting consequences would arise as a result of the Reverse Stock Split.

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Effect on Shares Held in Book-Entry, Through a Broker or in Certificate Form

The combination of, and reduction in, the number of issued shares of common stock as a result of the Reverse Stock Split will occur automatically at the Effective Time without any additional action on the part of our stockholders.

Upon the Reverse Stock Split, we intend to treat stockholders holding shares of common stock in “street name” (that is, through a broker) in the same manner as registered stockholders whose shares of common stock are registered in their names. Brokers will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of common stock in “street name”; however, these brokers may apply their own specific procedures for processing the Reverse Stock Split. If you hold your shares of common stock with a broker, and you have any questions in this regard, we encourage you to contact your holder of record.

If you hold registered shares of common stock in a book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares of common stock in registered book-entry form. If you are entitled to post-Reverse Stock Split shares of common stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of common stock you hold.

If you hold any of your shares of common stock in certificate form, you will receive a transmittal letter from our transfer agent as soon as practicable after the Effective Time. The transmittal letter will indicate how you can exchange your certificate representing the pre-Reverse Stock Split shares of common stock for either: (1) a certificate representing the post-Reverse Stock Split shares of common stock; or (2) post-Reverse Stock Split shares of common stock in a book-entry form. Should you hold any pre-Reverse Stock Split shares in pure book- entry, meaning you do not hold any physical stock certificates, your pre-Reverse Stock Split book-entry shares will be automatically exchanged for the post-Reverse Stock Split shares, evidenced by a transaction statement that will be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of common stock you hold, in each case together with any whole share in lieu of fractional shares to which you are entitled. Beginning at the Effective Time, each certificate representing pre-Reverse Stock Split shares of common stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares.

Stockholders should not destroy any pre-split stock certificate(s) and should not submit any stock certificate(s) until requested to do so.

Interest of Certain Persons in Matters to be Acted Upon

No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Reverse Stock Split that is not shared by all of our other adviser retainedstockholders.

Reservation of Right to Delay the Filing of the Certificate of Amendment, or Abandon the Reverse Stock Split

We reserve the right to delay the filing of the Certificate of Amendment or abandon the Reverse Stock Split and at any time before the Effective Time, even if the Reverse Stock Split has been approved by stockholders at the Special Meeting. By voting in favor of an amendment to effect the Reverse Stock Split, you are also expressly authorizing the Board to delay the filing of the Certificate of Amendment until the one-year anniversary of the date stockholders approve and adopt the Reverse Stock Split, or abandon the Reverse Stock Split if the Board determines that such action is in the best interests of the Company and its stockholders.

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Required Vote; Effect of Proposal

The affirmative vote of majority of the votes cast on this proposal is required for approval of this proposal. Proxies solicited by the committee.

This summary is based on the one year anniversaryprovisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of grant,this proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split.

This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the director’s continued servicealternative minimum tax, persons whose functional currency is not the U.S. dollar, partnerships or other pass-through entities, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging transaction,” “conversion transaction” or other integrated investment transaction for federal income tax purposes or (iii) persons that do not hold our common stock as “capital assets” (generally, property held for investment). This summary does not address backup withholding and information reporting. This summary does not address U.S. holders who beneficially own common stock through a “foreign financial institution” (as defined in Code Section 1471(d)(4)) or certain other non-U.S. entities specified in Code Section 1472. This summary does not address tax considerations arising under any state, local or foreign laws, or under federal estate or gift tax laws.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the boardstatus of directors.the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

Director Compensation TablesEach holder should consult his, her or its own tax advisors concerning the particular U.S. federal tax consequences of the Reverse Stock Split, as well as the consequences arising under the laws of any other taxing jurisdiction, including any foreign, state, or local income tax consequences.

General Tax Treatment of the Reverse Stock Split

The table below sets forth information onReverse Stock Split is intended to qualify as a “reorganization” under Section 368 of the compensationCode that should constitute a “recapitalization” for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a reorganization, a U.S. holder generally will not recognize gain or loss upon the exchange of allour non-employee directorsordinary shares for a lesser number of ordinary shares, based upon the Reverse Stock Split ratio. A U.S. holder’s aggregate tax basis in the lesser number of ordinary shares received in the Reverse Stock Split will be the same such U.S. holder’s aggregate tax basis in the shares of our common stock that such U.S. holder owned immediately prior to the Reverse Stock Split. The holding period for the year ended December 31, 2018. Directors who are alsoordinary shares received in the Reverse Stock Split will include the period during which a U.S. holder held the shares of our employees receive no additional compensationcommon stock that were surrendered in the Reverse Stock Split. The United States Treasury regulations provide detailed rules for their services as directors.allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the Reverse Stock Split. U.S. holders of shares of our common stock

16

acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

A U.S. Holder whose fractional shares resulting from the Reverse Stock Split are rounded up to the nearest whole share may recognize gain for U.S. federal income tax purposes equal to the value of the additional fractional share. The treatment of the exchange of a fractional share for a whole share in the Reverse Stock Split is not clear under current law and a U.S. Holder may recognize gain for U.S. federal income tax purposes equal to the value of the additional fraction of a share of Common Stock received by such U.S. Holder.

THE FOREGOING IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT, AND DOES NOT CONSTITUTE A TAX OPINION. EACH HOLDER OF OUR COMMON SHARES SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO THEM AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.

Recommendation of the Board

The following table provides information regarding equity awards held by eachnon-employee director as of December 31, 2018:Board unanimously recommends a vote FOR Proposal One.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of March 28, 2019,December 29, 2023, by (i) each of our named executive officers; (ii) each of our directors; (iii) all of our executive officers and directors as a group; and (iv) each person, or group of persons, known by us to beneficially own more than 5% of any class of our voting securities. Percentages are based on 11,475,74912,494,275 shares issued and outstanding, except where noted. Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Vaccinex, Inc., 1895 Mount Hope Avenue, Rochester, New York 14620.

PROPOSAL TWO:

RATIFICATION OF THE SELECTION OF THE COMPANY’S

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2019

The audit committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. This selection is being presented to our stockholders for ratification at the Annual Meeting. The audit committee will consider the outcome of this vote in its future discussions regarding the selection of our independent registered public accounting firm.

We have been advised by Deloitte & Touche LLP that a representative will be present at the Annual Meeting and will be available to respond to appropriate questions. We intend to give such representative an opportunity to make a statement if he or she should so desire.

The board of directors recommends that you vote FOR the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

Fees for Professional Services Provided by Deloitte & Touche LLP

The following table shows fees for professional services provided by Deloitte & Touche during the fiscal year ended December 31, 2018, which we refer to as fiscal year 2018 and the fiscal year ended December 31, 2017, which we refer to as fiscal year 2017.

Audit fees during fiscal year 2018 and fiscal year 2017 were for professional services rendered for the audit of our annual consolidated financial statements, for the reviews of the financial statements included in our Quarterly Reports on Form10-Q, and for related services that are normally provided in connection with registration statements, including the registration for our initial public offering. There were no audit-related fees, tax fees or other fees incurred during fiscal year 2018 or fiscal year 2017.

Policy onPre-Approval of Retention of Independent Registered Public Accounting Firm

In accordance with applicable laws, rules and regulations, the audit committee charter requires that the audit committee have the sole authority to review in advance andpre-approve all audit andnon-audit fees and services provided to us by our independent registered public accounting firm. Accordingly, all audit services for which Deloitte & Touche LLP was engaged werepre-approved by the audit committee. The audit committee may delegate to one or more designated members of the audit committee the authority to grant requiredpre-approval of audit and permittednon-audit services. The decision of any member to whom authority is delegated is required to be presented to the full audit committee at its next scheduled meeting.

Independence Analysis by Audit Committee

The audit committee considered whether the provision of the services described above was compatible with maintaining the independence of Deloitte & Touche LLP and determined that the provision of these services was compatible with the firm’s independence.

ANNEX A

CERTIFICATEOF AMENDMENT

OFTHE

AMENDEDAND RESTATED CERTIFICATEOF INCORPORATION

OF

VACCINEX, INC.

CERTIFICATEOF AMENDMENT

OFTHE

AMENDEDAND RESTATED CERTIFICATEOF INCORPORATION

OF

VACCINEX,INC.

VACCINEX,INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:

FIRST:         The name of the corporation is Vaccinex, Inc. (the “Corporation”).

SECOND:     The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 13, 2018 and was amended by that Certificate of Amendment filed with the Secretary of State of the State of Delaware on September 22, 2023 (the “Certificate of Incorporation”).

THIRD:         The Certificate of Incorporation is hereby amended as follows:

Paragraph 1 of Article IV of the Certificate of Incorporation is hereby amended in its entirety to provide as follows:

“The total number of shares of all classes of stock that the Corporation has authority to issue is 110,000,000 shares, consisting of two classes: 100,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”), and 10,000,000 shares of preferred stock, $0.001 par value per share (the “Preferred Stock”).

Effective at [    ] p.m., Eastern time, on [    ] (the “Effective Time”), a one-for-[Amendment A: four, Amendment B: six, Amendment C: eight, Amendment D: ten, Amendment E: twelve, Amendment F: fourteen] reverse stock split of the Corporation’s Common Stock shall become effective, pursuant to which each [Amendment A: four, Amendment B: six, Amendment C: eight, Amendment D: ten, Amendment E: twelve, Amendment F: fourteen] shares of Common Stock issued and held of record by each stockholder of the Corporation, or held by the Corporation in treasury stock, immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully-paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.0001 per share.

No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. In lieu thereof, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive one (1) additional whole share of Common Stock; provided that, whether or not fractional shares would be issuable as a result of the Reverse Stock Split shall be determined on the basis of (a) the total number of shares of Common Stock that were issued and outstanding immediately prior to the Effective Time and (b) the aggregate number of shares of Common Stock after the Effective Time into which the shares of Common Stock have been reclassified; and with respect to holders of shares of Common Stock in book-entry form in the records of the Corporation’s transfer agent that were issued and outstanding immediately prior to the Effective Time, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive one (1) additional share of Common Stock automatically and without any action by the holder.

A-1

Beginning at the Effective Time, each certificate representing pre-Reverse Stock Split shares of Common Stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares.”

FOURTH:    This Certificate of Amendment shall become effective on [            ] at [            ] a.m./p.m. Eastern Time.

FIFTH:        This amendment has been duly adopted by the Board of Directors of the Corporation and approved by the Corporation’s stockholders in accordance with Section 242 of the General Corporation Law.

[Signature page follows.]

A-2

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by its duly authorized officer on this [    ] day of [            ].

A-3

VACCINEX, INC. 1895 MOUNT HOPE AVENUE ROCHESTER, NY 14620		VOTE BY INTERNET - www.proxyvote.com
	or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern TimeET on May 13, 2019.02/07/2024 for shares held directly and by 11:59 P.M. ET on 02/05/2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
	ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
	If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
	VOTE BY PHONE - 1-800-690-6903
	Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern TimeET on May 13, 2019.02/07/2024 for shares held directly and by 11:59 P.M. ET on 02/05/2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
	VOTE BY MAIL
	Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

                         KEEP THIS PORTION FOR YOUR RECORDS

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For All ☐

Withhold All ☐

For All Except ☐

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

1.

Election of Directors

Nominees

01     J. Jeffrey Goater            02    Bala S. Manian

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

2.

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

☐

☐

☐

NOTE:In their discretion, the proxies are authorized to vote upon such other business as may properly come before the annual meeting or at any adjournment of the meeting.

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

1.  To approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, at the discretion of the Company’s board of directors.

☐

☐

☐

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting or at any adjournment or postponement of the meeting.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the AnnualSpecial Meeting:

The Notice &and Proxy Statement and Annual Report on Form 10-K areis available atwww.proxyvote.com

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VACCINEX, INC. AnnualSpecial Meeting of Stockholders May 14, 2019 1:February 8, 2024 10:00 PM AM ET This proxy is solicited by the Board of Directors   The stockholder(s) hereby appoint(s) Maurice Zauderer and Scott Royer, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizesauthorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stockCommon Stock of VACCINEX, INC. that the stockholder(s) is/are entitled to vote at the AnnualSpecial Meeting of Stockholders to be held at 1:10:00 PM,AM, Eastern Time on May 14, 2019,February 8, 2024, at the corporate headquarters,Company’s Corporate Headquarters, 1895 Mount Hope Avenue, Rochester, NY 14620, and any adjournment or postponement thereof.   This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR the listed nominees for director, FOR Proposal 21 and in the discretion of the proxy holders on any other matter that properly comes before the meeting.

Continued and to be signed on reverse side