SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2021
(Exact name of registrant as specified in its charter)
|England and Wales||001-40367||Not Applicable|
(State or other jurisdiction
The Schrödinger Building
The Oxford Science Park
Oxford OX4 4GE
(Address of principal executive offices, including zip code)
+44 (0) 1865 818 808
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trade Symbol(s)||Name of each exchange on which registered|
|American Depositary Shares||VACC||The Nasdaq Global Market|
|Ordinary shares, nominal value £0.000025 per share*|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
*American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinary share. Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Global Market. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.
Item 5.03. Amendments to Articles of Incorporation or Bylaws
As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-255158) (the “Registration Statement”) of Vaccitech plc (the “Company”), on May 4, 2021 and in connection with the consummation of the initial public offering of the Company’s American Depositary Shares, or ADSs, each representing one ordinary share, nominal value £0.000025 per share (the “IPO”), the Company adopted new articles of association appropriate for a public limited company listed on The Nasdaq Global Market (the “Articles”) and arranged for the Articles to be filed with the Registrar of Companies in England and Wales. The Board of Directors and the Company’s stockholders previously approved the Articles to be filed in connection with, and to be effective immediately prior to the consummation of the IPO. The Articles replace the Company’s existing articles of association in their entirety and provide that in accordance with section 551 of the Companies Act 2006 the shareholders may authorise the directors to generally and unconditionally allot shares or grant rights to subscribe for or to convert any security into ordinary shares in the capital of the Company.
The foregoing description of the Articles is qualified by reference to the Articles, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: May 10, 2021|
/s/ William Enright
|Chief Executive Officer|