Merck Discloses Passive Stake in Evaxion Biotech

Ticker: MRK · Form: SC 13G · Filed: Jan 23, 2024 · CIK: 310158

Merck & CO., INC. SC 13G Filing Summary
FieldDetail
CompanyMerck & CO., INC. (MRK)
Form TypeSC 13G
Filed DateJan 23, 2024
Risk Levellow
Pages5
Reading Time6 min
Sentimentbullish

Complexity: simple

Sentiment: bullish

Topics: insider-buy, strategic-investment, biotech, pharmaceuticals

Related Tickers: EVAX, MRK

TL;DR

**Merck just bought a chunk of Evaxion, signaling big pharma's interest in the biotech.**

AI Summary

Merck & Co., Inc. (MRK) has filed an SC 13G, disclosing its ownership of Evaxion Biotech A/S (EVAX) Ordinary Shares as of December 21, 2023. This filing indicates that Merck has acquired a significant, passive stake in Evaxion, a biological products company. For investors, this signals a potential vote of confidence from a major pharmaceutical player in Evaxion's technology or pipeline, which could positively influence market perception and future valuations for EVAX stock.

Why It Matters

A major pharmaceutical company like Merck taking a stake in a smaller biotech firm often validates the smaller company's potential, potentially attracting more investor interest and capital.

Risk Assessment

Risk Level: low — This filing indicates a passive investment by a large, stable company, which generally reduces risk for the target company.

Analyst Insight

A smart investor would research Evaxion Biotech A/S's pipeline and financials, considering that a major player like Merck sees value in its shares, potentially indicating future growth or partnership opportunities.

Key Players & Entities

Forward-Looking Statements

FAQ

What type of filing is this and what does it signify?

This is an SC 13G filing, which signifies that Merck & Co., Inc. has acquired a beneficial ownership of more than 5% of the Ordinary Shares of Evaxion Biotech A/S, and that this ownership is for passive investment purposes, not to control or influence the company's management.

Who is the subject company in this filing?

The subject company, or the issuer of the securities, is Evaxion Biotech A/S, with a Central Index Key (CIK) of 0001828253.

Who is the entity that filed this SC 13G?

The entity that filed this SC 13G is Merck & Co., Inc., identified with a Central Index Key (CIK) of 0000310158.

What is the specific date of the event that triggered this filing?

The date of the event which required the filing of this statement was December 21, 2023.

What is the class of securities that Merck & Co., Inc. acquired in Evaxion Biotech A/S?

Merck & Co., Inc. acquired 'Ordinary Shares, DKK 1 nominal value per share' of Evaxion Biotech A/S. The CUSIP number 29970R204 applies to the American Depositary Shares, each representing ten Ordinary Shares.

Filing Stats: 1,600 words · 6 min read · ~5 pages · Grade level 10.6 · Accepted 2024-01-23 15:29:11

Filing Documents

(a)

Item 1(a) Name of Issuer : Evaxion Biotech A/S

(b)

Item 1(b) Address of Issuer's Principal Executive Offices : Dr. Neergaards Vej 5F 2970 Hrsholm Denmark

(a)

Item 2(a) Name of Person Filing : This Schedule 13G is being filed on behalf of the following: i. Merck & Co., Inc. (" Merck "); ii. Merck Sharp & Dohme LLC (" MSD "), which is a wholly owned subsidiary of Merck; and iii. Merck Global Health Innovation Fund, LLC (" MGHIF "), which is a wholly owned subsidiary of MSD and an indirect wholly owned subsidiary of Merck. Merck, MSD and MGHIF are collectively referred to in this Schedule 13G as the " Reporting Persons ." The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended.

(b)

Item 2(b) Address of Principal Business Office or, If None, Residence : i. The address of the principal business office for Merck is: 126 East Lincoln Avenue, Rahway, NJ 07065. ii. The address of the principal business office of MSD is: 126 East Lincoln Avenue, Rahway, NJ 07065. iii. The address of the principal business office of MGHIF is: 126 East Lincoln Avenue, Rahway, NJ 07065.

(c)

Item 2(c) Citizenship : i. Merck is a New Jersey corporation. ii. MSD is a New Jersey limited liability company. iii. MGHIF is a Delaware limited liability company.

(d)

Item 2(d) Title of Class of Securities : Ordinary Shares, DKK 1 nominal value per share.

(e)

Item 2(e) CUSIP Number : 29970R204 Item 3. Not applicable. CUSIP No. 29970R204 13G Page 6 of 8 Pages Item 4. (a)-(c) The information relating to the beneficial ownership of Ordinary Shares by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference. The ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on 40,204,700 Ordinary Shares outstanding, reflecting (a) the 37,906,996 Ordinary Shares issued and outstanding as of January 11, 2024 , as reported in the Issuer's Registration Statement on Form F-1 filed with the SEC on January 12, 2024, plus (b) the 2,297,704 Ordinary Shares issuable upon the exercise of warrants held by MGHIF. Item 5. Not applicable. Item 6. Not applicable. Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person . The reported securities are owned directly by MGHIF, which is a wholly owned subsidiary of MSD. MSD is a wholly owned subsidiary of Merck. MSD and Merck are indirect beneficial owners of the reported securities. Item 8. Identification and Classification of Members of the Group . Not applicable. Item 9. Notice of Dissolution of Group . Not applicable. Item 10. Certifications . By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activ

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