Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 8)

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 202

(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)

October 3, 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 202

 

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    4,750,303
				9.		Sole Dispositive Power    -0-
				10.		Shared Dispositive Power    4,750,303

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    4,750,303
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☒    See Item 5.
13.		Percent of Class Represented by Amount in Row (11)    38.02%
14.		Type of Reporting Person    CO

 

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CUSIP No. 918640 202

 

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    2,509
				9.		Sole Dispositive Power    -0-
				10.		Shared Dispositive Power    2,509

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    2,509
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐    See Item 5.
13.		Percent of Class Represented by Amount in Row (11)    0.02%
14.		Type of Reporting Person    CO

 

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CUSIP No. 918640 202

 

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    29,304
				8.		Shared Voting Power    4,984,430
				9.		Sole Dispositive Power    29,304
				10.		Shared Dispositive Power    4,984,430

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    5,013,734
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☒    See Item 5.
13.		Percent of Class Represented by Amount in Row (11)    40.1%
14.		Type of Reporting Person    IN

 

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CUSIP No. 918640 202

 

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    234,127
				9.		Sole Dispositive Power    -0-
				10.		Shared Dispositive Power    234,127

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    234,127
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13.		Percent of Class Represented by Amount in Row (11)    1.9%
14.		Type of Reporting Person    CO

 

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CUSIP No. 918640 202

 

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    234,127
				9.		Sole Dispositive Power    -0-
				10.		Shared Dispositive Power    234,127

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    234,127
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13.		Percent of Class Represented by Amount in Row (11)    1.9%
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, Amendment No. 6 to the Statement filed April 5, 2023 and Amendment No. 7 filed May 25, 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. 8) give effect to the 1-for-15 reverse stock split effected by the Issuer on September 25, 2023 (the Reverse Split).

 

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:

On October 3, 2023, FCMI Parent purchased 3,000,000 shares of Common Stock of the Issuer and warrants exercisable for the purchase of 3,000,000 shares of Common Stock (the Warrants) of the Issuer at a purchase price of $1.00 per share and accompanying Warrant pursuant to the Issuers registration statement on Form S-1 (File No. 333-274520) (the Registered Offering). The Warrants are immediately exercisable except to the extent set forth in Item 5 below, at an exercise price of $1.00 per share and expire on October 3, 2028. The aggregate amount paid by FCMI Parent for the shares of Common Stock and Warrants it acquired in the Registered Offering was approximately $3,000,000.00. FCMI Parent used working capital in connection with this transaction.

 

Item 4.

Purpose of Transaction.

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

FCMI Parent purchased 3,000,000 shares of Common Stock from the Issuer and 3,000,000 Warrants in the Registered Offering at a combined purchase price of $1.00 per share and accompanying Warrant, for an aggregate purchase price of $3,000,000. In the prospectus to the registration statement on Form S-1 (File No. 333-274520), the Issuer states that it intends to use the net proceeds from the sale of the Common Stock and Warrants to fund the ongoing development and clinical trials of its lead drug candidate, pepinemab, in cancer and neurodegenerative disease, and for working capital and other general corporate purposes. FCMI Parent acquired the Common Stock and Warrants reported herein for investment and to support the Issuers research and development activities.

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. 8).

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. 8), the Filing Persons are the beneficial owners of a total of 5,013,734 shares of the Issuers Common Stock, representing 40.1% of the Issuers outstanding Common Stock. Each Filing Persons direct ownership and beneficial ownership has been computed as a percentage of 12,494,275 shares outstanding or deemed outstanding as of October 3, 2023 plus any shares that may be acquired pursuant to presently exercisable warrants. 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			2,509				0.02	%			2,509	1			0.02	%
FCMI Parent			4,747,794				38.0	%			4,750,303	2			38.02	%3
G-M Fund			234,127				1.9	%			234,127	4			1.9	%4
FMG			-0-				-0-	%			234,127	4			1.9	%4
Albert Friedberg			29,304				0.2	%			5,013,734	5			40.1	%5

 

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 the following: (i) 4,747,794 shares owned directly by FCMI Parent; and (ii) 2,509 shares owned directly by PAHL. FCMI Parent will not have the right to exercise any Warrants to the extent that, after giving effect to the issuance of the common stock resulting from such exercise, FCMI Parent together with its affiliates and certain other parties as set forth in Warrant, would beneficially own more than 39.99% of the outstanding shares of common stock immediately after giving effect to the issuance of shares issuable upon exercise of the Warrant. Accordingly, the shares reported on the table above as beneficially owned by FCMI Parent do not include 3,000,000 presently exercisable warrants that would bring FCMI Parent in excess of its ownership limit.

3	The percentage ownership does not include amounts in excess of the ownership limit for FCMI Parent described above in footnote 2 to this table.

4	All such 234,127 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.

5	Includes the following: (i) 2,509 shares owned directly by PAHL; (ii) 4,747,794 shares owned directly by FCMI Parent; (iii) 234,127 shares owned directly by G-M Fund; and (iv) 29,304 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 October 3, 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 1,114 shares and 885 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 3,000,000 shares of Common Stock and 3,000,000 Warrants on October 3, 2023 in the Registered Offering, 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. 8).

 

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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:

Mr. Friedberg entered into a voting agreement in connection with the Securities Purchase Agreement dated March 30, 2023, which was filed as Exhibit 99.17 to Amendment No. 6 to the Statement filed April 5, 2023. Pursuant to this voting agreement, Mr. Friedberg agreed until March 31, 2024 to exercise voting rights with respect to any Excess Shares (as defined below) at every meeting of the stockholders of the Company and at every postponement or adjournment thereof, in a manner that is proportionate to the manner in which the holders of shares of Common Stock other than the shares beneficially owned by Mr. Friedberg vote in respect of such matter. Pursuant to the March 30, 2023 Securities Purchase Agreement, Excess Shares means those shares of Common Stock then beneficially owned by Mr. Friedberg that when aggregated with such other shares of Common Stock beneficially owned by Mr. Friedberg exceed forty percent (40%) of the then outstanding shares of Common Stock, with beneficial ownership being calculated as defined in Rule 13d-3 under th Securities Exchange Act of 1934, as amended.

FCMI Parent purchased 3,000,000 shares of Common Stock from the Issuer and 3,000,000 Warrants from the Issuer in the Registered Offering at a combined purchase price of $1.00 per share and accompanying Warrant, resulting in a total purchase price of $3,000,000. The closing under the Registered Offering occurred on October 3, 2023.

In connection with the Registered Offering, FCMI Parent entered into a lock-up agreement pursuant to which FCMI Parent agreed with the Placement Agent to be subject to a lock-up period of 60 days following the closing date of the registered equity offering, which was October 3, 2023. This means that, during the applicable lock-up period, with certain specified exceptions, the Reporting Persons may not: (i) sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open put equivalent position within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Issuers securities, whether any such transaction is to be settled by delivery of the Issuers shares of Common Stock, in cash or otherwise; (iii) make any demand for or exercise any right with respect to the registration of any of the Issuers securities; (iv) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge; or (v) enter into any other arrangement relating to any of the Issuers securities.

The foregoing descriptions of the Warrants and Lock-up Agreement are qualified by the full text of the Warrants and Lock-up Agreement, which are attached as exhibits to this Schedule 13D (Amendment No. 8).

Item 7. Materials to be Filed as Exhibits

The following document is filed as an exhibit to this Schedule 13D (Amendment No. 8):

 

Exhibit		Description
99.19*		Common Stock Purchase Warrant
99.20*		Lock-up Agreement

 

*	Filed herewith.

 

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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: October 18, 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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