As filed with the Securities and Exchange Commission on April 28, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VAXXINITY, INC.
(Exact name of registrant as specified in its charter)
Delaware
86-2083865
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
505 Odyssey Way
Merritt Island, FL 32953
(Address, including zip code, principal executive offices)
Vaxxinity, Inc. 2021 Omnibus Incentive Compensation Plan
(Full title of the plan)
René Paula Molina
General Counsel and Secretary
Vaxxinity, Inc.
505 Odyssey Way
Merritt Island, FL 32953
Telephone: (254) 244-5739
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
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 7(a)(2)(B)
of the Securities Act.
☐
EXPLANATORY NOTE
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.
PART II
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.
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.
Item 8. Exhibits.
Exhibit
Number
Exhibit Description
Incorporated by
Reference
Filed
Herewith
Form
Date
Numbe
r
4.1
8-K
11/17/2021
3.1
4.2
8-K
11/17/2021
3.2
4.3
Warrant to Purchase Shares of Class A Common Stock of Vaxxinity,
S-1/A
11/5/2021
4.1
5.1
X
23.1
Consent of Armanino LLP, independent registered public accounting
X
23.2
(included in Exhibit 5.1).
X
24.1
(included on the signature page hereof).
X
99.1#
Vaxxinity, Inc. 2021 Omnibus Incentive Compensation Plan.
X
99.2#
Form of Notice of Stock Option Award 2021 Omnibus Incentive
S-1/A
11/5/2021
10.14
99.3#
Form of Notice of Restricted Stock Unit Award 2021 Omnibus
S-1/A
11/5/2021
10.15
107
X
#
Indicates management contract or compensatory plan or arrangement .
SIGNATURES
The Registrant.
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Merritt Island,
Florida, on April 28, 2023.
VAXXINITY, INC.
By:
[/s/ Mei Mei Hu]
Name: Mei Mei Hu
Title: President and Chief Executive Officer
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes
and appoints Mei Mei Hu and René Paula Molina, and each of them acting individually, as his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
Name
Title
Date
/s/ Mei Mei Hu
President, Chief Executive Officer, and Director
April 28, 2023
Mei Mei Hu
(Principal Executive Officer)
/s/ Jason Pesile
Senior Vice President, Finance & Accounting
April 28, 2023
Jason Pesile
(Principal Financial Officer and Principal Accounting Officer)
/s/ Louis Reese
Executive Chairman
April 28, 2023
Louis Reese
/s/ George Hornig
Director
April 28, 2023
George Hornig
/s/ Landon Ogilvie
Director
April 28, 2023
Landon Ogilvie
/s/ Gaby Toledano
Director
April 28, 2023
Gaby Toledano
/s/ Peter Diamandis
Director
April 28, 2023
Peter Diamandis
/s/ Katherine Eade
Director
April 28, 2023
Katherine Eade
/s/ Peter Powchik
Director
April 28, 2023
Peter Powchik
/s/ James Smith
Director
April 28, 2023
James Smith