Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 7)

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)

Thomas J. Rice

Baker & McKenzie LLP

452 Fifth Avenue

New York NY 10018

(212) 626-4100

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

May 15, 2023

(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.		Names of Reporting Persons     FCMI PARENT CO.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     NOVA SCOTIA, CANADA

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     -0-
				8.		Shared Voting Power     26,254,537
				9.		Sole Dispositive Power     -0-
				10.		Shared Dispositive Power     26,254,537

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     26,254,537
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13.		Percent of Class Represented by Amount in Row (11)     40.2%
14.		Type of Reporting Person     CO

 

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CUSIP No. 918640 103

 

1.		Names of Reporting Persons     PAN ATLANTIC HOLDINGS LTD.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     BARBADOS

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     -0-
				8.		Shared Voting Power     37,633
				9.		Sole Dispositive Power     -0-
				10.		Shared Dispositive Power     37,633

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     37,633
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13.		Percent of Class Represented by Amount in Row (11)     0.1%
14.		Type of Reporting Person     CO

 

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CUSIP No. 918640 103

 

1.		Names of Reporting Persons     ALBERT D. FRIEDBERG
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF, PF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     CANADA

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     439,555
				8.		Shared Voting Power     29,766,431
				9.		Sole Dispositive Power     439,555
				10.		Shared Dispositive Power     29,766,431

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     30,205,986
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13.		Percent of Class Represented by Amount in Row (11)     46.3%
14.		Type of Reporting Person     IN

 

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CUSIP No. 918640 103

 

1.		Names of Reporting Persons     FRIEDBERG GLOBAL-MACRO HEDGE FUND LTD.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     CAYMAN ISLANDS

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     -0-
				8.		Shared Voting Power     3,511,894
				9.		Sole Dispositive Power     -0-
				10.		Shared Dispositive Power     3,511,894

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     3,511,894
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13.		Percent of Class Represented by Amount in Row (11)     5.4%
14.		Type of Reporting Person     CO

 

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CUSIP No. 918640 103

 

1.		Names of Reporting Persons     FRIEDBERG MERCANTILE GROUP LTD.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)     (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     CANADA

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     -0-
				8.		Shared Voting Power     3,511,894
				9.		Sole Dispositive Power     -0-
				10.		Shared Dispositive Power     3,511,894

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     3,511,894
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13.		Percent of Class Represented by Amount in Row (11)     5.4%
14.		Type of Reporting Person     CO

 

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Item 1. Security and Issuer

The Statement on Schedule 13D filed on August 24, 2018 (the Statement) by FCMI Parent Co. (FCMI Parent), FCMI Financial Corporation (FCMI), Pan Atlantic Bank and Trust Limited, Friedberg Global-Macro Hedge Fund Ltd. (G-M Fund), Friedberg Mercantile Group, Ltd. (FMG) and Albert D. Friedberg (collectively, the Filing Persons and each, individually, a Filing Person), relating to the common stock, par value $0.0001 per share (the Common Stock) of Vaccinex, Inc., a Delaware corporation (the Issuer), as amended by Amendment No. 1 to the Statement filed July 31, 2019, Amendment No. 2 to the Statement filed January 27, 2020, Amendment No. 3 to the Statement filed July 16, 2020, Amendment No. 4 to the Statement filed February 14, 2022, Amendment No. 5 to the Statement filed November 29, 2022 and Amendment No. 6 to the Statement filed April 5, 2023, is hereby further amended with respect to the matters set forth below in this Amendment. Capitalized terms not otherwise defined herein have the meanings set forth in the Statement.

Preliminary Note: All Common Stock share amounts and percentage interests in this Schedule 13D (Amendment No. 7) give effect to the 1-for-10 reverse stock split effected by the Issuer on August 7, 2018 in connection with the Issuers initial public offering (IPO) completed on August 13, 2018.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended by the addition of the following information:

The aggregate amount paid by FCMI Parent for the shares of Common Stock it acquired pursuant to the Stock Purchase Agreement referred to in Items 4 and 6 below and reported in Item 5 of this Amendment, was approximately $2,512,000. FCMI Parent acquired the funds for such purchase from their working capital.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended by the addition of the following information:

FCMI Parent and the Issuer entered into a Stock Purchase Agreement dated May 12, 2023 (the Stock Purchase Agreement), pursuant to which, FCMI Parent Co. purchased 6,711,552 shares of Common Stock from the Issuer at a purchase price of $0.37428 per share, resulting in a total purchase price of $2,511,999.68. 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 head and neck cancer, non-small cell lung cancer, osteosarcoma, melanoma and Huntingtons and Alzheimers disease. The Issuer will also use such proceeds for working capital and general corporate purposes. FCMI Parent 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.

The Filing Persons do not have any present intention or arrangements to acquire additional shares of Common Stock. The Filing Persons do not have any present intention to sell any Common Stock that will be included in such Registration Statement, and note that their ability to effect dispositions of Common Stock, other than pursuant to the Registration Statement, or prior shelf registration statements filed by the Company, may be limited by their status as affiliates of the Issuer.

Subject to the foregoing, the Filing Persons reserve the right to take, in the future, such actions with respect to their investment in the Issuer as they deem appropriate. Except as described herein, the Filing Persons do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Filing Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer.

See the Preliminary Note in Item 1 of this Schedule 13D (Amendment No. 7).

The table in Item 5 of the Statement showing beneficial ownership of the Issuers Common Stock by each of the Filing Persons, together with the introductory paragraph to such table and the paragraph immediately following such table, as well as the information regarding ownership of the Issuers Common Stock by the directors and officers of the Filing Persons, are hereby amended and restated in their entirety as follows:

 

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On the date of this Schedule 13D (Amendment No. 7), the Filing Persons are the beneficial owners of a total of 30,205,986 shares of the Issuers Common Stock, representing 48.1% of the Issuers outstanding Common Stock. Each Filing Persons direct ownership and beneficial ownership has been computed as a percentage of 65,286,003 shares outstanding or deemed outstanding as of May 17, 2023. The following table shows the number of shares of Common Stock and the percentage of the Issuers Common Stock directly owned and beneficially owned by each Filing Person:

 

Name		Shares Directly Owned				Percentage Directly Owned				Shares Owned Beneficially				Percentage Owned Beneficially
PAHL			37,633				0.1	%			37,633	1			0.1	%
FCMI Parent			26,216,904				40.2	%			26,254,537	2			40.2	%2
G-M Fund			3,511,894				5.4	%			3,511,894	3			5.4	%3
FMG			-0-				-0-	%			3,511,894	3			5.4	%3
Albert Friedberg			439,555				0.7	%			30,205,986	4			46.3	%4

 

1	All such shares are owned of record directly by PAHL. See Beneficial Ownership of Shares Under PAHL Pledge Arrangements in Item 5 of the original Statement filed on August 24, 2018.

2	Includes 26,216,904 shares owned directly by FCMI Parent and 37,633 shares owned directly by PAHL.

3	All such 3,511,894 shares are owned by G-M Fund. Voting and dispositive power over the shares held by G-M Fund are exercisable by FMG, the investment manager of G-M Fund.

4	Includes 37,633 shares owned directly by PAHL, 26,216,904 shares owned directly by FCMI Parent, 3,511,894 shares owned directly by G-M Fund, and 439,555 shares owned directly by Mr. Friedberg.

All shares reported as beneficially owned by the Filing Persons are presently outstanding. Mr. Friedberg, directly and through his control over FCMI Parent shares held by members of his family and trusts for the benefit of members of his family, may be considered the beneficial owner of all of the Common Stock beneficially owned by FCMI Parent. By virtue of his control of FCMI Parent, Mr. Friedberg also may be deemed to possess voting and dispositive power over the shares owned directly by its wholly-owned subsidiary, PAHL. By virtue of his control of FMG, which exercises voting and dispositive power over the shares owned directly by G-M Fund, Mr. Friedberg also may be deemed to possess voting and dispositive power over the shares owned directly by G-M Fund.

As of May 15, 2023, Enrique Zauderer, Vice President and a Director of FMG and Mr. Daniel A. Gordon, Vice President, Chief Compliance Officer and a Director of FMG, are the beneficial owners of 16,700 shares and 13,621 shares, respectively, of the Issuers Common Stock.

Except for (i) the Common Stock beneficially owned by Mr. Friedberg, (ii) the Common Stock beneficially owned by each of Messrs. Zauderer and Gordon, to the knowledge of the Filing Persons, none of the directors or officers of any of the Filing Persons beneficially owns any Common Stock.

Except for FCMI Parents purchase of 6,711,552 shares of Common Stock on May 15, 2023 pursuant to the Stock Purchase Agreement and its purchase of 4,146,431 shares of Common Stock on March 31, 2023 at a price of $0.41 per share pursuant to a stock purchase agreement between FCMI Parent and the Issuer dated March 30, 2023, none of the filers respective directors or officers has effected any transactions in the Issuers Common Stock in the 60 days preceding the filing of this Schedule 13D (Amendment No. 6).

 

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Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

Item 6 of the Statement is hereby amended by the addition of the following information:

Stock Purchase Agreement

FCMI Parent and the Issuer entered into a Stock Purchase Agreement dated May 12, 2023 (the Stock Purchase Agreement), pursuant to which, FCMI Parent Co. purchased 6,711,552 shares of Common Stock from the Issuer at a purchase price of $0.37428 per share, resulting in a total purchase price of $2,511,999.68. The closing under the Stock Purchase Agreement occurred on May 15, 2023. The Stock Purchase Agreement contains, among other provisions, certain representations, warranties and agreements by FCMI Parent 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 FCMI Parent with respect to their status as an accredited investor within the meaning of Rule 501(a) of Regulation D under the 1933 Act, acknowledgment by FCMI Parent that the shares of Common Stock issued pursuant to the Stock Purchase Agreement constitute restricted securities under the 1933 Act, and agreement by FCMI Parent 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 FCMI Parent 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 FCMI Parents 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.

The foregoing descriptions of certain material provisions of the Stock Purchase Agreement are qualified, in each case, by the full text of such agreements, each of which is an exhibit to this Schedule 13D (Amendment No. 7).

Item 7. Materials to be Filed as Exhibits

The following document is filed as an exhibit to this Schedule 13D (Amendment No. 7):

 

Exhibit		Document
99.18		Stock Purchase Agreement by and between the Company and the Investors (as defined therein), dated as of May  12, 2023 (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed May 15, 2023).

 

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Signatures

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

 

Dated: May 25, 2023
				FCMI PARENT CO.
				By:		/s/ Dan Scheiner
				Name:		Dan Scheiner
				Title:		Vice President
				PAN ATLANTIC HOLDINGS LTD.
				By:		/s/ Mary Ellen Bourque
				Name:		Mary Ellen Bourque
				Title:		Director
				FRIEDBERG GLOBAL-MACRO HEDGE FUND LTD.
				By:		/s/ Albert D. Friedberg
				Name:		Albert D. Friedberg
				Title:		Director
				FRIEDBERG MERCANTILE GROUP LTD.
				By:		/s/ Albert D. Friedberg
				Name:		Albert D. Friedberg
				Title:		Director
				ALBERT D. FRIEDBERG, individually
						/s/ Albert D. Friedberg
				Name:		Albert D. Friedberg

 

 

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