Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

 

 

VACCINEX, INC.

(Name of Issuer)

Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

918640 103

(CUSIP Number)

Maurice Zauderer

c/o Vaccinex, Inc.

1895 Mount Hope Ave

Rochester, New York 14620

Telephone: (585) 271-2700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 23, 2022

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 918640 103

 

1		Name of Reporting Persons     Maurice Zauderer
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds     PF
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     United States of America

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     218,951 (1)
				8		Shared Voting Power     4,836,354 (2)
				9		Sole Dispositive Power     218,951 (1)
				10		Shared Dispositive Power     4,836,354 (2)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     5,055,305 (1)(2)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     10.1% (3)
14		Type of Reporting Person     IN

 

(1)	Includes presently exercisable, or exercisable within 60 days of November 23, 2022, stock options for 41,203 shares of Vaccinex, Inc. common stock, par value $0.0001 (Common Stock)

(2)

Includes (a) 213,209 shares and 212,161 shares of common stock held directly by the Jeremy Zauderer Trust and the Jordan Zauderer Trust, respectively, over which Mr. Zauderer exercises voting and investment power, and (b) 4,410,984 shares held by Vaccinex (Rochester), L.L.C. (Vaccinex LLC), of which Mr. Zauderer is the majority member. Mr. Zauderer exercises voting and investment power over the shares held by Vaccinex LLC.

(3)

Based on 49,876,600 shares of Common Stock issued and outstanding as of November 23, 2022. Under the rules of the U.S. Securities and Exchange Commission, beneficial ownership is deemed to include shares of common stock that may be acquired within 60 days of the calculation date and such shares are treated as outstanding for the purpose of calculating such holders beneficial ownership.

 

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CUSIP No. 918640 103

 

1		Name of Reporting Persons     Vaccinex (Rochester), L.L.C.
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds     PF
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Georgia, United States

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     -0-
				8		Shared Voting Power     4,410,984 (1)
				9		Sole Dispositive Power     -0-
				10		Shared Dispositive Power     4,410,984 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     4,410,984 (1)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     8.8% (2)
14		Type of Reporting Person     OO

 

(1)	Mr. Zauderer is the majority member of Vaccinex LLC and exercises voting and investment power over the shares held by Vaccinex LLC.

(2)

Based on 49,876,600 shares of Common Stock issued and outstanding as of November 23, 2022. Under the rules of the U.S. Securities and Exchange Commission, beneficial ownership is deemed to include shares of common stock that may be acquired within 60 days of the calculation date and such shares are treated as outstanding for the purpose of calculating such holders beneficial ownership.

 

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Item 1. Security and Issuer

The initial Schedule 13D, dated January 31, 2022, was filed with the Securities and Exchange Commission on February 10, 2022 (the Initial Schedule 13D) and relates to the common stock, par value $0.0001 per share (Common Stock), of Vaccinex, Inc., a Delaware corporation (the Issuer or Company) with principal offices located at 1895 Mount Hope Avenue, Rochester, New York 14620. The Initial Schedule 13D is amended with respect to the matters set forth below by this amended Schedule 13D filing (this Schedule 13D), which is being filed to report a greater than 1% increase in the percentage of shares beneficially owned by the Reporting Persons. Unless otherwise indicated herein, there are no material changes to the information set forth in the Initial Schedule 13D.

 

Item 2.

Identity and Background

Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)

This Schedule 13D is being filed pursuant to Rule 13d-1 of Regulations 13D-G under the Securities Exchange Act of 1934, as amended, on behalf of Maurice Zauderer, President and Chief Executive Officer and board member of the Issuer, and Vaccinex (Rochester), L.L.C. (Vaccinex LLC). Mr. Zauderer is the majority member of Vaccinex LLC. As a result, Mr. Zauderer retains possession of voting and dispositive power over the Vaccinex LLC shares and may be deemed the beneficial owner of 100% of the outstanding shares and sole controlling person of Vaccinex LLC. Mr. Zauderer and Vaccinex LLC are hereinafter referred to collectively as the Reporting Persons and each, individually, as a Reporting Person.

 

(b)	Maurice Zauderers business address is c/o Vaccinex, Inc., 1895 Mount Hope Avenue, Rochester, New York 14620. Vaccinex LLCs registered and principal business office is 44 Woodland Rd, Pittsford, NY 14534.

 

(c)	The principal business of Maurice Zauderer is acting as President and Chief Executive Officer and a member of the Board of Directors of the Company. Vaccinex LLCs principal business is serving as a private investment vehicle.

 

(d)	During the last five years, none of the Reporting Persons and to their knowledge, none of the members of Vaccinex LLC has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)

 

(e)

During the last five years, none of the Reporting Persons and to their knowledge, none of the members of Vaccinex LLC has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)	Maurice Zauderer is a citizen of the United Stated. Vaccinex LLC is a Georgia limited liability company.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Initial Schedule 13D is hereby amended by the addition of the following information:

On November 23, 2022, Vaccinex LLC purchased 1,511,430 shares of Common Stock of the Issuer at a purchase price of $0.5293 per share, pursuant to a private placement agreement entered into with the Issuer on November 18, 2022, in Rochester, New York. The aggregate amount paid by Vaccinex LLC for the shares of Common Stock it acquired was approximately $800,000.00. Vaccinex LLC used personal funds in connection with this transaction. All other securities reported herein by the Reporting Persons were previously obtain in connection with the Issuers initial public offering, exercise of options, or purchase of securities. Previous purchases of the securities reported herein was made by the Reporting Persons with personal funds or working capital, as applicable.

 

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Item 4. Purpose of Transaction

Item 4 of the Initial Schedule 13D is hereby amended by the addition of the following information:

Vaccinex LLC and the Issuer entered into a Stock Purchase Agreement dated November 18, 2022 (the Stock Purchase Agreement), pursuant to which Vaccinex LLC purchased 1,511,430 shares of Common Stock from the Issuer at a purchase price of $0.5392 per share, resulting in a total purchase price of $799,999.90 In the Stock Purchase Agreement, the Issuer states that it intends to use the net proceeds from the sale of the Common Stock to fund the ongoing development and clinical trials of pepinemab, the adopted name for VX15, the Issuers lead product candidate, which is being developed for treatment of non-small cell lung cancer, osteosarcoma, melanoma and Huntingtons disease. The Issuer will also use such proceeds for working capital and general corporate purposes. Vaccinex LLC acquired the Common Stock reported herein for investment and to support the Issuers research and development activities. For additional information regarding the Stock Purchase Agreement, see Item 6. All of the other securities reported herein were acquired for investment purposes.

Item 5. Interest in Securities of the Issuer

Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)	See rows (11) and (13) of the cover pages to this filing for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by the Reporting Persons.

 

(b)	See rows (7) through (10) of the cover pages to this filing for the number of shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

(c)	Reference is made to the discussion in Items 3 and 4.

 

(d)

To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons.

 

(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Initial Schedule 13D is hereby amended by the addition of the following information:

Vaccinex LLC and the Issuer entered into a Stock Purchase Agreement dated November 18, 2022 (the Stock Purchase Agreement), pursuant to which Vaccinex LLC purchased 1,511,430 shares of Common Stock from the Issuer at a purchase price of $0.5293 per share, resulting in a total purchase price of $799,999.90. The closing under the Stock Purchase Agreement occurred on November 23, 2022. The Stock Purchase Agreement contains, among other provisions, certain representations, warranties and agreements by Vaccinex LLC customarily included in agreements for the issuance and sale of securities without registration under the U.S. Securities Act of 1933, as amended (the 1933 Act), including representations and warranties by Vaccinex LLC with respect to its status as an accredited investor within the meaning of Rule 501(a) of Regulation D under the 1933 Act, acknowledgment by Vaccinex LLC that the shares of Common Stock issued pursuant to the Stock Purchase Agreement constitute restricted securities under the 1933 Act, and agreement by Vaccinex LLC to sell the Common Stock issued pursuant to the Stock Purchase Agreement only in accordance with either the registration requirements of the 1933 Act or an exemption therefrom, and that certificates evidencing the Common Stock purchased pursuant to the Stock Purchase Agreement will bear a legend reflecting such resale restrictions. The Issuer made certain representations and warranties to Vaccinex LLC with respect to, among other matters, its business, its authorization of the issuance of the Common Stock, the compliance in all material respects at the time of filing of the periodic reports and other documents that the Issuer has filed with the Securities and Exchange Commission (SEC) under the 1933 Act or the Securities Exchange Act of 1934, as amended, as applicable, and the rules and regulations thereunder, the absence (except as disclosed in such SEC filings) of any material adverse change affecting the Issuer, and the preparation and presentation of the Issuers financial statements included in its SEC filings. The Stock Purchase Agreement also contains certain customary conditions to Vaccinex LLCs obligation to purchase the shares of the Issuers Common Stock, including the absence of any stop order or suspension of trading imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

 

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The foregoing descriptions of the Stock Purchase Agreement is qualified by the full text of such agreement, which is an exhibit to this Schedule 13D.

Item 7. Material to Be Filed as Exhibits

The following document is filed as an exhibit to this Schedule 13D.

 

Exhibit		Description
99.4		Stock Purchase Agreement by and between the Company and the Investors (as defined therein), dated as of November  18, 2022 (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed November 25, 2022).

 

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SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 28, 2022