VACCINEX, INC. Files Amended 10-K for Fiscal Year Ended December 31, 2023

TL;DR

<b>VACCINEX, INC. has filed an amended 10-K detailing its financial position and activities for the fiscal year ending December 31, 2023.</b>

AI Summary

VACCINEX, INC. (VCNX) filed a Amended Annual Report (10-K/A) with the SEC on April 25, 2024. VACCINEX, INC. filed an amended 10-K for the fiscal year ending December 31, 2023. The filing includes details on fair value measurements, including recurring measurements as of December 31, 2023, and for the year ended December 31, 2022. Key dates mentioned include November 18, 2022, for a private placement and February 6, 2024, for a subsequent event related to a private placement. The company's business address is 1895 Mount Hope Ave, Rochester, NY 14620. The filing references various financial instruments and equity events, including common stock, warrants, and stock options.

Why It Matters

For investors and stakeholders tracking VACCINEX, INC., this filing contains several important signals. This amended filing provides updated financial information and disclosures for the fiscal year 2023, which is crucial for investors to assess the company's performance and financial health. The inclusion of specific dates for private placements and subsequent events offers insight into recent capital-raising activities and potential impacts on the company's equity structure.

Risk Assessment

Risk Level: medium — VACCINEX, INC. shows moderate risk based on this filing. The company's financial disclosures are complex, involving various financial instruments and equity events, which require careful analysis to fully understand the financial health and risks.

Analyst Insight

Investors should review the detailed financial statements and disclosures in the amended 10-K to understand the implications of the reported fair value measurements and equity transactions.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-04-25 — Filing Date (Filed as of date)
• 2022-11-18 — Private Placement Date (November TwoThousandTwentyTwoPrivatePlacementMember)
• 2024-02-06 — Subsequent Event Date (FebruaryTwoThousandTwentyFourPrivatePlacementMember)

Key Players & Entities

• VACCINEX, INC. (company) — Filer name
• 2023-12-31 (date) — Conformed period of report
• 2024-04-25 (date) — Filed as of date
• 1895 MOUNT HOPE AVE (address) — Business address street 1
• ROCHESTER (address) — Business address city
• NY (address) — Business address state
• 14620 (address) — Business address zip
• 2834 (sic_code) — Standard Industrial Classification

FAQ

Risk Factors

• Fair Value Measurements [medium — financial]: The filing details recurring fair value measurements as of December 31, 2023, and for the year ended December 31, 2022, indicating potential volatility in asset valuations.
• Equity Transactions [medium — financial]: Numerous equity transactions, including private placements, common stock, and warrants, are referenced, suggesting potential dilution or changes in ownership structure.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the 10-K filing.
• 2024-04-25: Filing Date — Date the amended 10-K was filed.
• 2022-11-18: Private Placement — Date of a significant private placement event.

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share VCNX Nasdaq Capital Marke

Filing Documents

• vcnx-20231231.htm (10-K/A) — 1258KB
• vcnx-ex23_1.htm (EX-23.1) — 3KB
• vcnx-ex31_1.htm (EX-31.1) — 12KB
• vcnx-ex31_2.htm (EX-31.2) — 12KB
• vcnx-ex32_1.htm (EX-32.1) — 11KB
• vcnx-ex97.htm (EX-97) — 60KB
• 0000950170-24-048163.txt (&nbsp;) — 7276KB
• vcnx-20231231.xsd (EX-101.SCH) — 1213KB
• vcnx-20231231_htm.xml (XML) — 1217KB

Exhibits, Financ ial Statement Schedules

Item 15. Exhibits, Financ ial Statement Schedules. (a) Financial Statements The financial statements listed in the accompanying index (page F-1) to the financial statements are filed as part of this Annual Report on Form 10-K. (b) Exhibits The following exhibits are filed with this Annual Report on Form 10-K or incorporated by reference herein: Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Vaccinex, Inc. (incorporated herein by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 13, 2018). 3.2 Amended and Restated Bylaws of Vaccinex, Inc. (incorporated herein by reference from Exhibit 3.2 to the Company's Current Report on Form 8-K filed on August 13, 2018). 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vaccinex, Inc., effective as of September 25, 2023 (incorporated herein by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on September 22, 2023). 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vaccinex, Inc., effective as of February 19, 2024 (incorporated herein by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 15, 2024). 3.5 Certificate of Designation of Series A Preferred Stock (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 1, 2023). 4.1 Description of Common Stock (incorporated herein by reference from Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019). 4.2 Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 filed on July 9, 2018). 4.3 Form of Pre-Funded Warrant (2023) (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on October 4, 2023). 4.4 Form of Common Stoc

Signatures

Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Vaccinex, Inc. Date: April 25, 2024 By: /s/ Maurice Zauderer, Ph.D. Maurice Zauderer, Ph.D. President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Maurice Zauderer, Ph.D. President, Chief Executive Officer and Director April 25, 2024 Maurice Zauderer, Ph.D. (Principal Executive Officer) /s/ Jill Sanchez, CPA Chief Financial Officer April 25, 2024 Jill Sanchez, CPA (Principal Financial and Accounting Officer) /s/ Albert D. Friedberg Chairman of the Board April 25, 2024 Albert D. Friedberg /s/ Chrystyna Bedrij Stecyk Director April 25, 2024 Chrystyna Bedrij Stecyk /s/ Jacob B. Frieberg Director April 25, 2024 Jacob B. Frieberg /s/ Bala S. Manian, Ph.D. Director April 25, 2024 Bala S. Manian, Ph.D. /s/ Gerald E. Van Strydonck Director April 25, 2024 Gerald E. Van Strydonck /s/ Barbara Yanni Director April 25, 2024 Barbara Yanni 4 INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 2 Balance Sheets as of December 31, 2023 and 2022 F- 4 F- 5 F- 6 F- 7

Notes to Financial Statements

Notes to Financial Statements F- 8 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Vaccinex, Inc.: Opinion on the Financial Statements We have audited the accompanying balance sheets of Vaccinex, Inc. (the "Company") as of December 31, 2023 and 2022, the related statements of operations and comprehensive loss, stockholders' equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

Notes to Financial Statements

Notes to Financial Statements 1. COMPANY AND NATURE OF BUSINESS Vaccinex, Inc. (the "Company") was incorporated in Delaware in April 2001 and is headquartered in Rochester, New York. The Company is a clinical-stage biotechnology company engaged in the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs, including cancer, neurodegenerative diseases, and autoimmune disorders. Since its inception, the Company has devoted substantially all of its efforts toward product research, manufacturing and clinical development, and raising capital. The Company is subject to a number of risks and uncertainties common to other early-stage biotechnology companies including, but not limited to, dependency on the successful development and commercialization of its product candidates, rapid technological change and competition, dependence on key personnel and collaborative partners, uncertainty of protection of proprietary technology and patents, clinical trial uncertainty, fluctuation in operating results and financial performance, the nee

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